X0607 3 2026-09-17 0 0000320017 LISATA THERAPEUTICS, INC. LSTA 0001789673 Lehrer-Graiwer Joshua false C/O LISATA THERAPEUTICS, INC. P.O. BOX 173 LIBERTY CORNER NJ 07938 false true false false President & COO Common Stock 21548 D Common Stock 6260 I See footnote Series C Non-Voting Convertible Preferred Stock Common Stock 2540002 D Series C Non-Voting Convertible Preferred Stock Common Stock 737919 I See footnote Stock Option (right to buy) 318.85 2026-09-17 2034-10-28 Series C Non-Voting Convertible Preferred Stock 2464.319 D Stock Option (right to buy) 318.85 2026-09-17 2034-10-28 Series C Non-Voting Convertible Preferred Stock 2930.344 D Stock Option (right to buy) 709.69 2036-03-31 Series C Non-Voting Convertible Preferred Stock 712.636 D Stock Option (right to buy) 709.69 2036-03-31 Series C Non-Voting Convertible Preferred Stock 762.010 D Stock Option (right to buy) 545.13 2036-03-31 Series C Non-Voting Convertible Preferred Stock 59.190 D Stock Option (right to buy) 545.13 2036-03-31 Series C Non-Voting Convertible Preferred Stock 63.291 D The reported shares of Common Stock and shares of Common Stock underlying shares of Series C Non-Voting Convertible Preferred Stock represent shares received in exchange for 3,400,043 shares of common stock of Marea Therapeutics, Inc. ("Marea") in connection with the Issuer's merger (the "Merger") with Marea pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated September 17, 2026, by and among the Issuer, Marea, Mariner Merger Sub I, Inc. and Mariner Merger Sub II, LLC. Under the terms of the Merger Agreement, at the effective time of the Merger, each outstanding share of Marea's common stock was cancelled and converted into the right to receive 0.9723 shares of Common Stock or, in lieu thereof, 0.0009723 shares of Series C Non-Voting Convertible Preferred Stock (representing 0.9723 shares of Common Stock on an as-converted basis) (the "Preferred Share Exchange Ratio"). A portion of the reported shares of Common Stock and Series C Non-Voting Convertible (continued from Footnote 1) Preferred Stock are subject to an Issuer right of repurchase that lapses in accordance with time- or milestone-based vesting conditions set forth in the applicable stock purchase agreements. The shares are held by the Lehrer Family Irrevocable GST Exempt Trust U/A/D November 21, 2025. Each share of Series C Non-Voting Convertible Preferred Stock will automatically convert into 1,000 shares of Common Stock upon the approval of such conversion by the Issuer's stockholders in accordance with the rules of the Nasdaq Stock Market LLC, subject to a beneficial ownership limitation to be established by the holder of between 4.9% and 19.99% of the outstanding Common Stock. The Series C Non-Voting Convertible Preferred Stock does not have a conversion price and has no expiration date. Represents options to purchase shares of Marea common stock assumed by the Issuer at the effective time of the Merger. At the effective time of the Merger, each outstanding option to purchase Marea common stock was assumed by the Issuer and adjusted to reflect the right to purchase a number of shares of Series C Non-Voting Convertible Preferred Stock equal to the Preferred Share Exchange Ratio, with a corresponding adjustment to the applicable exercise price per share. See Footnotes 1, 2 and 4. The option vests as to 100% of the underlying shares upon a Valuation Determination Event in which the Valuation Per Share is greater than $5.01 (the "Target Price"), subject to the optionee remaining in a Service Relationship through such Valuation Determination Event (or, if earlier, termination of the optionee's Service Relationship without Cause within 60 days of the Valuation Determination Event). A "Valuation Determination Event" means the closing of a Sale Event, an initial public offering, a reverse merger or SPAC business combination, an exchange listing without an underwritten offering, or the first trading day on which the 40-trading-day trailing average closing price of the Company's common stock equals or exceeds the Target Price. "Valuation Per Share" means, as applicable, the Sale Price in a Sale Event, the IPO price, the implied per-share consideration in a reverse merger/business combination, the closing price on first listing, or the trailing average described above. (continued from Footnote 6) The Target Price is subject to adjustment for stock splits, dividends, combinations or similar recapitalizations. Capitalized terms not otherwise defined have the meanings given in the Company's equity incentive plan and the applicable award agreement. The option vests as to 100% of the underlying shares upon a Valuation Determination Event in which the Valuation Per Share is greater than $8.35 (the "Target Price"), subject to the optionee remaining in a Service Relationship through such Valuation Determination Event (or, if earlier, termination of the optionee's Service Relationship without Cause within 60 days of the Valuation Determination Event). A "Valuation Determination Event" means the closing of a Sale Event, an initial public offering, a reverse merger or SPAC business combination, an exchange listing without an underwritten offering, or the first trading day on which the 40-trading-day trailing average closing price of the Company's common stock equals or exceeds the Target Price. "Valuation Per Share" means, as applicable, the Sale Price in a Sale Event, the IPO price, the implied per-share consideration in a reverse merger/business combination, the (continued from Footnote 8) closing price on first listing, or the trailing average described above. The Target Price is subject to adjustment for stock splits, dividends, combinations or similar recapitalizations. Capitalized terms not otherwise defined have the meanings given in the Company's equity incentive plan and the applicable award agreement. Power of Attorney attached as Exhibit 24. /s/ James Nisco, Attorney-in-Fact for Joshua Lehrer-Graiwer 2026-09-28