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Lisata Therapeutics, Inc.

NASDAQ:LSTA
Annual Meeting

of Shareholders

MEETING DATE

11/09/2026
DEF 14A FILED
10/19/2026
PUBLISHED
10/19/2026 10:38 am
TIME TO PUBLISH
10/21/2026
METHODOLOGY
approve
EXCHANGE NASDAQ:LSTA · CUSIP 128058203 · CLASS common stock · CIK 0000320017

RECONCILED · MIXED

Reconciled against the company’s Form 8-K Item 5.07 filed 2026-06-15.

8
FOR
0
AGAINST
0
WITHHOLD
8
BALLOT ITEMS

ITEM-BY-ITEM RECOMMENDATIONS

1
Election of the Board's nominees, Cynthia L. Flowers and Ted W. Love, M.D. as Class I directors to hold office until the 2029 Annual Meeting of Stockholders
board
Routine
For
Board FOR · Duopoly unknown — No divergence flagged

The Board nominated Cynthia L. Flowers and Ted W. Love, M.D. as Class I directors.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
2
Ratification of the selection by the Audit Committee of Grant Thornton LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026
auditor
Routine
For
Board FOR · Duopoly unknown — No divergence flagged

The Audit Committee selected Grant Thornton LLP for the year ending December 31, 2026.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
3
Approval of issuance of shares of common stock upon conversion of Series C Preferred Stock, which will represent more than 20% of outstanding common stock and result in a change of control pursuant to Nasdaq Listing Rules 5635(a) and 5635(b)
other
Routine
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states approval is required under Nasdaq rules and otherwise holders may require cash settlement after March 17, 2027.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
4
Approval of an amendment to the amended and restated certificate of incorporation to effect a reverse stock split of common stock at a ratio determined by the Board within the range between 1-for-5 to 1-for-15 without reducing authorized shares and without further stockholder approval
other
Routine
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states the reverse split is intended to increase the minimum bid price to satisfy Nasdaq listing standards.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
5
Approval of the 2026 Equity Incentive Plan
compensation
Routine
For
Board FOR · Duopoly unknown — No divergence flagged

If not approved, only approximately 1,235,080 shares remained available for new awards under the 2018 Plan.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
6
Approval of the 2026 ESPP
compensation
Routine
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states the 2026 ESPP is intended to provide employees an opportunity to acquire shares.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
7
Approval, on a non-binding advisory basis, of the executive compensation of the Company's named executive officers as disclosed in the proxy statement
compensation
Routine
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states the Compensation Committee reviews and approves the executive compensation programs.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
8
Approval of the adjournment or postponement of the Annual Meeting, if necessary, to continue to solicit votes for Proposals Nos. 3, 4, 5 and/or 6 or if the Nasdaq initial listing application has not yet been approved
other
Routine
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states adjournment may be needed to continue soliciting votes for Proposals 3, 4, 5 and 6.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.

Ledger

3f83dbd436d4e1f0f959801db90ae5c8297f5ff38abb93f2297c664f7b735008

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