Lisata Therapeutics to Acquire Marea Therapeutics in $225 Million Stock and Private Placement Deal

Lisata Therapeutics, Inc. (Nasdaq: LSTA) announced on September 17, 2026, that it has acquired Marea Therapeutics, Inc. in a stock-for-stock transaction. The acquisition was completed pursuant to an Agreement and Plan of Merger, under which Marea became a wholly owned subsidiary of Lisata. The deal is structured as a tax-free reorganization for U.S. federal income tax purposes.

Under the terms of the agreement, Marea stockholders received a combination of 1,793,129 shares of Lisata common stock and 211,365.213 shares of Series C Non-Voting Convertible Preferred Stock. Each share of Series C Preferred Stock is convertible into 1,000 shares of common stock, subject to stockholder approval. The transaction was approved by the Boards of Directors of both companies and did not require approval from Lisata’s stockholders.

Concurrent with the acquisition, Lisata entered into a definitive purchase agreement for a private placement financing. The oversubscribed financing is expected to raise approximately $225 million in gross proceeds. Investors will receive an aggregate of 150,867.995 shares of Series C Preferred Stock, which converts into 150,867,995 shares of common stock. The price per share is approximately $1,491.37, or $1.4914 on a common stock equivalent basis.

The investors include leading life sciences firms such as RA Capital Management, Forbion, Third Rock Ventures, Alpha Wave, Perceptive Advisors, Sofinnova Investments, Omega Funds, Surveyor Capital (a Citadel company), Columbia Threadneedle Investments, Nantahala Capital, Affinity Asset Advisors, LLC, venBio, and Rock Springs Capital.

H.C. Wainwright served as financial advisor to Lisata, while Mintz Levin served as legal counsel. Leerink Partners acted as financial advisor to Marea, and Jefferies, Leerink Partners, Guggenheim Securities, Cantor, and LifeSci Capital served as placement agents for the financing.

Lisata plans to use the net proceeds primarily to advance Marea’s clinical candidates, MAR001 and MAR002. MAR001 is in Phase 2b development for severe hypertriglyceridemia, while MAR002 is in a Phase 2 trial for acromegaly. Both studies are expected to report topline data in the fourth quarter of 2027.