Lisata Sets Nov 9 Vote on Series C Conversion, 1-for-5 to 1-for-15 Reverse Split
LSTA is trading near its 52-week low of $0.98 (4.7% above the low) on light trading volume (0.2× avg).
Summary
Lisata's definitive proxy asks shareholders on November 9 to approve converting Series C preferred into 385M common shares and a 1-for-5 to 1-for-15 reverse split — both required to avoid cash-settlement rights and a Nasdaq delisting after the Marea deal was deemed a change of control.
Key Events · Corporate Governance and Compliance · LSTA
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Conversion Vote Would Issue 385M Shares
Proposal 3 covers 385,034,614 as-converted common shares from 362,233.208 Series C preferred shares issued in the Marea acquisition and the $225M PIPE. On a fully diluted basis, legacy Lisata holders would own about 2.39% of the combined company.
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Reverse Split Needed for Nasdaq Listing
Proposal 4 authorizes a 1-for-5 to 1-for-15 split at the board's discretion. Nasdaq notified the company on September 25, 2026 that the Marea deal is a change of control under Rule 5110(a), requiring a $4.00 minimum bid price versus the $1.03 close on October 16, 2026.
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Cash Settlement Risk If Votes Fail
If the required approvals are not obtained within six months of the Series C issuance, holders can require the company to settle the underlying shares in cash at fair value — a potentially unaffordable obligation for a company of this size.
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New Equity Plans Reserve 48.5M Shares
Proposals 5 and 6 seek 44,764,472 shares for the 2026 Equity Incentive Plan (about $66.7M at the $1.49 October 1 close) and 3,730,372 shares for the 2026 ESPP, replacing the prior plans.
Analysis · LSTA · Life Sciences
This definitive proxy lands after the company has already been transformed: Marea closed on September 17 and the $225M PIPE closed September 18, leaving legacy Lisata holders with roughly 2.39% of the combined company. The vote is the last gate before 385,034,614 as-converted shares become common stock. Approval of Proposal 3 and 4 is also what keeps the Series C out of its cash-settlement right — if holders do not approve within six months of issuance (by roughly March 17, 2027), preferred holders can demand cash at fair value, an obligation a company this size could not easily fund. The reverse split is not cosmetic: Nasdaq told the company on September 25 that the deal is a change of control under Rule 5110(a), so the combined company must clear initial listing criteria, including a $4.00 minimum bid price, against a stock that closed at $1.03 on October 16. Failure to approve the split puts delisting on the table. The 44.8M-share 2026 Equity Plan and 3.7M-share ESPP are large relative to the 10.8M legacy shares outstanding, but they are standard post-merger housekeeping compared with the conversion and split votes.
How filings like this one have moved
In the 30 days to Oct 19, 2026, 37.9% of the 895 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.87%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, LSTA was trading at $1.03 on NASDAQ in the Life Sciences sector, with a market capitalization of approximately $9.3M. The 52-week trading range was $0.98 to $5.07. This filing was assessed with neutral market sentiment and an importance score of 8 out of 10.