Lisata Therapeutics’ stockholders approved two new employee share plans and authorized the board to pursue a reverse stock split, while postponing a vote on a preferred-stock conversion that could give the resulting common shares control of the company. The conversion vote is scheduled to resume on November 30.
The meeting also elected two directors, ratified the company’s auditor and approved an advisory vote on executive compensation.
Key details
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New equity incentive plan: Stockholders approved an initial reserve of 44,764,472 common shares for employee and other eligible awards. Starting January 1, 2027, the reserve is set to increase each year by 5% of the defined number of outstanding shares, unless the plan administrator sets a smaller amount. That share count includes common shares issuable on conversion of preferred stock and exercise of certain pre-funded warrants.
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New employee stock purchase plan: The plan starts with 3,730,372 shares available. From 2027 through 2036, its reserve is scheduled to increase annually by the smallest of three amounts: the initial reserve, 1% of the defined outstanding share count, or a lower amount set by the plan administrator.
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Reverse split authorized, but not yet set: Stockholders approved an amendment allowing the board to choose a reverse-split ratio from 1-for-5 to 1-for-15. The split would not reduce the company’s authorized number of common shares, and the board has not yet selected a ratio.
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Preferred-stock conversion vote delayed: No vote was taken on a proposal to approve common shares issued upon conversion of Lisata’s Series C non-voting convertible preferred stock. The conversion shares would represent more than 20% of outstanding common shares and result in a change of control under Nasdaq listing rules. The meeting was adjourned on this proposal to allow more time to solicit votes and obtain approval of the company’s Nasdaq initial listing application. Stockholders are due to vote on it when the meeting reconvenes November 30.
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Directors elected: Cynthia L. Flowers and Dr. Ted W. Love were elected as Class I directors, with terms running until the 2029 annual meeting.
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Other votes: Stockholders ratified Grant Thornton LLP as auditor for 2026, approved executive compensation in a non-binding advisory vote and authorized the meeting to be adjourned if needed to solicit votes on certain proposals or await Nasdaq listing-application approval.
What changes for investors
The share plans create substantial capacity for future employee awards and stock purchases, with additional annual increases built into both plans. Approval does not itself mean all reserved shares will be issued, but awards and purchases under the plans can increase the share count over time.
The reverse-split authorization gives the board discretion to consolidate shares within the approved range; it does not, by itself, change the number of authorized shares. The proposed preferred-stock conversion remains unresolved, so the potential issuance of shares and associated change in control have not yet been approved by stockholders.