Certepetide

Lisata Therapeutics Announces Acquisition of Marea Therapeutics and $225 Million Concurrent Private Placement Combined company to focus on developing first-in-class next-generation medicines for cardioendocrine diseases Marea has multiple late-stage clinical product candidates: MAR001/005 for severe hypertriglyceridemia (sHTG) currently in Phase 2b and MAR002 for the treatment of acromegaly which is advancing to a Phase 2 study Concurrent financing of $225 million from leading life sciences investors and other institutional investors projected to fund operations into 2028 Sept. 17, 2026 -- Lisata Therapeutics, Inc. (Nasdaq: LSTA) (“Lisata”), a clinical-stage pharmaceutical company, today announced that it has acquired Marea Therapeutics, Inc. (“Marea”), a clinical-stage biotechnology company harnessing the latest advances in human genetics to develop first-in-class, next-generation medicines for cardioendocrine diseases. Concurrent with the acquisition, Lisata entered into a definitive purchase agreement for the sale of Series C non-voting convertible preferred stock in a private placement financing, which is expected to result in gross proceeds to Lisata of approximately $225 million before deducting placement agent and other offering expenses. The oversubscribed financing included participation from leading life sciences investors including 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, Rock Springs Capital and other institutional investors. Lisata plans to use the net proceeds primarily to advance MAR001/005 and MAR002 through key clinical milestones, including the completion of an ongoing Phase 2b trial in patients with severe hypertriglyceridemia, as well as a Phase 2 trial in patients with acromegaly. Both studies are expected to report topline data in the fourth quarter of 2027. Remaining proceeds will be used for general corporate purposes. “After a thorough review of strategic alternatives, the acquisition of Marea marks a significant milestone for Lisata as we broaden our focus toward advancing Marea’s product candidate portfolio, which addresses significant unmet need across a range of cardioendocrine diseases,” said Dr. David J. Mazzo, CEO of Lisata. “This pipeline, led by MAR001, is designed to overcome the limitations of current treatment paradigms and has the potential to establish a new standard of care in the treatment of severe hypertriglyceridemia (sHTG). With a strong balance sheet, we believe that we are well-positioned to drive these programs through their next stages of development and ultimately deliver meaningful benefit to patients. We believe that this acquisition, in combination with our parallel efforts to evaluate possible next steps in the development of certepetide, can provide long-term value to our shareholders.” “This transaction provides the combined company with the resources to advance our two clinical stage drug candidates through pivotal milestones, including MAR001 topline Phase 2b data in severe hypertriglyceridemia and MAR002 Phase 2 proof of concept data in patients with acromegaly next year, as well as initiation of Phase 3 registrational studies for both programs,” said Dr. Josh Lehrer, newly appointed Chief Operating Officer and President of Lisata Therapeutics and Chief Executive Officer of Marea. “Joining with Lisata gives our first-in-class antibody programs a faster path to patients who today have limited options for these serious cardioendocrine diseases, and we're grateful for the continued confidence of our new and existing investors.” The acquisition of Marea was structured as a stock-for-stock transaction pursuant to which all of Marea’s outstanding equity interests were exchanged based on a fixed exchange ratio for a combination of 1,793,129 shares of Lisata common stock and 211,365.213 shares of Series C non-voting convertible preferred stock (representing in the aggregate 213,158,342 shares of Lisata common stock on an as-converted-to-common stock basis), in each case, calculated on a fully-diluted basis (and without giving effect to any beneficial ownership limitations). Concurrently with the acquisition of Marea, Lisata entered into a definitive purchase agreement for a private placement financing with leading life sciences investors and other institutional investors to raise $225 million in which the investors will be issued an aggregate of 150,867.995 shares of Series C non-voting convertible preferred stock (or 150,867,995 shares of Lisata common stock on an as-converted-to-common stock basis and without giving effect to any beneficial ownership limitations) at a price of approximately $1,491.37 per share (or approximately $1.4914 per share of common stock on an as-converted-to-common stock basis). Subject to Lisata stockholder approval, each share of Series C non-voting convertible preferred stock will automatically convert into 1,000 shares of common stock, subject to certain beneficial ownership limitations set by each holder. As a result of the transactions, equity holders of Lisata immediately prior to the acquisition will own approximately 2.39% of Lisata’s common stock, equity holders of Marea immediately prior to the acquisition will own approximately 59.54% of Lisata’s common stock and investors in the private placement financing will own approximately 38.07% of Lisata’s common stock, in each case, calculated on a fully-diluted, as-converted-to-common-basis (and without giving effect to any beneficial ownership limitations) using the treasury stock method and based on the implied equity values of Lisata and Marea. The acquisition was approved by the Board of Directors of Lisata and the Board of Directors and stockholders of Marea. The acquisition and private placement financing were not subject to the approval of Lisata’s stockholders. The approval of Lisata’s stockholders is required under the terms of the Series C non-voting convertible preferred stock in order for the Series C non-voting convertible preferred stock to be converted into shares of Lisata common stock, and Lisata is required to hold a stockholder meeting for such vote. On an as-converted basis and after accounting for these transactions (and without giving effect to any beneficial ownership limitations), the total number of shares of Lisata common stock (including shares underlying the Series C non-voting convertible preferred stock) will be approximately 396,315,542. H.C. Wainwright is serving as financial advisor to Lisata. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. is serving as legal counsel to Lisata. Leerink Partners is serving as financial advisor to Marea. Jefferies, Leerink Partners, Guggenheim Securities, Cantor and LifeSci Capital are acting as placement agents for the concurrent private placement financing. Goodwin Procter LLP is serving as legal counsel to Marea. Cooley LLP is serving as legal counsel to the placement agents. Lisata Therapeutics is a clinical-stage pharmaceutical company dedicated to the discovery, development and commercialization of innovative therapies for the treatment of advanced solid tumors and other major diseases. Lisata’s cyclic peptide product candidate, certepetide, is an investigational drug designed to activate a novel uptake pathway that allows co-administered or tethered anti-cancer drugs to selectively target and penetrate solid tumors more effectively. Lisata has established noteworthy partnerships based on its CendR Platform® technology. For a comprehensive overview of certepetide's mechanism of action, please view our informative short film. Marea Therapeutics is a clinical-stage biotechnology company harnessing the latest advances in human genetics to develop first-in-class, next-generation medicines for cardioendocrine diseases. The company’s lead product candidate, MAR001, is in Phase 2b clinical development for the treatment of severe hypertriglyceridemia (sHTG), a condition characterized by very high triglyceride levels. The company is also advancing MAR002 for the treatment of acromegaly. MAR001 is a potential first-in-class monoclonal antibody in clinical development that targets ANGPTL4, a protein that is highly expressed in adipose tissue. By inhibiting ANGPTL4 and thereby augmenting lipoprotein lipase (LPL) activity, MAR001 is designed to lower triglycerides and improve adipose tissue function. Human genetic data has identified ANGPTL4 as a highly promising therapeutic target because loss of function alleles lead to lower triglyceride levels, improved adipose distribution, better insulin sensitivity, and protection from cardiovascular disease and type 2 diabetes. MAR005, a half-life-extended version of MAR001 with an improved pharmacokinetic profile, is Marea's planned Phase 3 candidate and is in clinical development for the treatment of severe hypertriglyceridemia (sHTG), a condition characterized by very high triglyceride levels. Preclinical models with MAR001 demonstrated reduction in triglycerides, remnant cholesterol and ectopic fat, and improved insulin sensitivity. MAR001 has demonstrated strong Phase 1a and 2a results and is in Phase 2b clinical development. Severe hypertriglyceridemia (sHTG) is a serious and often under-recognized metabolic condition marked by triglyceride levels high enough to place patients at significant risk of acute pancreatitis, a painful and potentially life-threatening complication that frequently results in hospitalization. Patients with sHTG also commonly present with a broader burden of cardiometabolic comorbidities, including insulin resistance, type 2 diabetes, and cardiovascular disease, compounding the overall health risks associated with the condition. Despite the availability of lifestyle modification and existing lipid-lowering therapies, many patients with sHTG continue to experience dangerously elevated triglycerides and recurrent pancreatitis events, underscoring a persistent gap in disease management. MAR002 is a potent and selective half-life-extended, allosteric, human monoclonal growth hormone receptor antagonist (GHRA) antibody being developed for the treatment of acromegaly. The in vivo PK and PD properties of MAR002 are predictable and typical of a half-life extended human antibody, showing a long duration of action compatible with infrequent subcutaneous dose administration in humans. These characteristics support its potential to offer an effective and convenient treatment for patients with acromegaly. In a Phase 1 study in healthy volunteers, MAR002 achieved proof-of-concept dose-dependent suppression of IGF-1, and was generally well tolerated with no serious adverse events. Marea is currently evaluating MAR002 in a Phase 2 trial of patients with acromegaly. Acromegaly is an orphan disease characterized by the excess secretion of growth hormone (GH) from a benign pituitary adenoma. Acromegaly affects approximately 30,000 patients in the U.S. If left untreated, acromegaly is highly morbid, leading to significant comorbidities such as GH-induced insulin resistance and diabetes, and serious cardiovascular pathology. The median lifespan of patients can be shortened by 10 years without effective therapy, and incomplete IGF-1 normalization is associated with increased mortality. Despite its severity, acromegaly is often under or misdiagnosed, with an average time from symptom onset to diagnosis of approximately eight years. The current treatment paradigm for acromegaly often involves surgery, performed in over 90% of patients, which achieves remission in about 50% of cases, though this can degrade over time. Medical therapy is required for approximately 65% (around 20,000 in the U.S.) of patients during their disease journey. Current medical treatments include somatostatin receptor ligands (SRLs) and GHRA pegvisomant. However, most patients do not achieve biochemical control with existing therapies. The content above comes from the network. if any infringement, please contact us to modify.

近日，Lisata Therapeutics宣布收购了Marea Therapeutics公司（全股票交易形式），并同步完成2.25亿美元的私募融资（PIPE）。 尽管法律上是由Lisata收购了Marea，但合并后的实体的控股权和业务重心都转移到了Marea(类似“反向合并”)。  目前，合并后的实体保留了Lisata的名称，但股权方面，Lisata原股东仅持有合并后实体约2.39%的股份，而Marea原股东持股59.5%，新私募投资者则持股38.07%。合并后的实体将由Marea一方主导，业务重心业也将聚焦Marea的心血管代谢管线，原Lisata的肿瘤管线则退居次要位置。 这笔交易无疑救了Lisata一命，免于公司走向破产。此前，与Kuva Labs公司的合并计划破裂后，Lisata便陷入了更危险的处境，现金流本就要支撑不住了，还因此白白失去了公司的合作伙伴。 而此次通过PIPE所筹集的资金将大幅改善公司的财务状况，Lisata预计这笔资金将支撑公司运营至2028年。 被白白牺牲掉的合作 其实，在与Marea合并前，Lisata本来是要被Kuva Labs公司收购的，并且这是公司股东非常乐见其成的交易。 2026年1月21日，Kuva对Lisata发出了收购邀约，报价为每股4美元，外加两项或有价值权（CVR）—每项价值1美元/股。报价较公司前一日收盘价产生了约85%溢价，若再加上CVR，溢价则达到了180%。 这一报价对于股价长期低迷、身处困境的Lisata来说，算是不错的归宿了。受此消息鼓舞，Lisata股价当日大涨了近87%。 但这份收购邀约并非没有代价，Kuva提出的一项CVR的兑现条件便是，Lisata拿回其核心管线certepetide的全部权益。 certepetide是一种双功能环肽（iRGD），是Lisata的核心管线，已经推进到Ⅱ期临床阶段。2021年2月，Lisata将certepetide的大中华区（大陆、港澳台）独家权益授权给了齐鲁制药，为此，Lisata获得齐鲁制药支付的1000万美元首付款，高达2.21亿美元的里程碑付款以及10-15%销售分成。 在这份极具吸引力的收购报价面前，Lisata也很快做出了取舍。就在收购邀约传出的几日后（1月27日），Lisata便宣布终止了与齐鲁制药的合作协议，重获certepetide完整的全球权益，达到了Kuva提出的一项CVR兑付条件。 在今年3月双方达成了的最终收购协议中，Kuva的出价提高到每股5美元，外加一项或有价值权（CVR）—价值1美元/股。 收购方拿不出钱了 然而，戏剧性的事件出现了，Kuva拿不出足够的资金来完成这笔收购。 Kuva Labs是一家私人公司，其收购资金完全依赖外部融资，而这些融资承诺缺乏法律约束力。Kuva外部融资的不确定性也导致原定于第二季度完成的收购被一拖再拖。最终在今年7月，融资失败的Kuva放弃了对Lisata的收购。 而Lisata这厢更是遭受重创，现金流本就支撑不了多久了。根据公司今年Q2财报，账上现金仅剩1000多万美元，仅够运营至2027年一季度。 与Kuva的合并计划告吹不久后，为了保住剩下的现金，Lisata进行了72%的大裁员（包括公司执行副总裁兼CMO Kristen Buck在内），评估各种战略替代方案。同时，也将违反合并协议的Kuva告上了法庭，要求其支付200万美元终止费以及额外损害赔偿。 如今，Lisata仍在起诉Kuva中。 参考出处： https://www.fiercebiotech.com/biotech/after-one-failed-acquisition-attempt-lisata-finds-lifeline-marea-merger https://ir.lisata.com/news-releases/news-release-details/lisata-therapeutics-announces-acquisition-marea-therapeutics-and