APPROVAL OF THE 2026 EQUITY INCENTIVE PLAN
Overview
As discussed in this proxy statement, the Company is asking its stockholders to consider and vote upon a proposal to approve and adopt the Lisata Therapeutics, Inc. 2026 Equity Incentive Plan, or the 2026 Plan, a copy of which is attached to this proxy statement as Annex B, or the 2026 Plan Proposal.
The 2026 Plan is intended to replace the Lisata Therapeutics, Inc. 2018 Equity Incentive Compensation Plan, or the 2018 Plan, the Lisata Therapeutics, Inc. 2015 Equity Compensation Plan, the Marea Therapeutics, Inc. 2024 Stock Option and Grant Plan, and the M2 Therapeutics, Inc. 2025 Stock Option and Grant Plan, or, collectively, the Prior Plans. If the 2026 Plan becomes effective, then no additional awards will be granted under the Prior Plans.
Reasons to Approve the 2026 Plan
The purpose of the 2026 Plan is to enhance the ability of the Company to attract, retain and incentivize employees, independent contractors and directors and promote the success of its business. Equity compensation can play an important role in the success of the Company by encouraging and enabling employees, independent contractors and directors, upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business, to acquire a proprietary interest in the Company. Accordingly, the ability to grant stock awards at competitive levels will be a vital element of the Company’s compensation program and is, therefore, in the best interest of the Company and its stockholders. If Company’s stockholders do not approve the 2026 Plan, the 2018 Plan will remain in effect in accordance with its terms, and, as of October 1, 2026, only approximately 1,235,080 shares remained available for the grant of new awards under the 2018 Plan. In such event, the Board may consider whether to adopt alternative arrangements based on its assessment of the Company’s needs. Without stockholder approval of the 2026 Plan, the Company could be limited in its ability to offer a competitive equity compensation program to attract, retain and motivate the talented and qualified employees necessary for the continued growth and success of the Company, especially in an industry that increasingly relies on equity compensation as a key component of overall employee compensation.
Approval of the 2026 Plan by the Company’s stockholders is required, among other things, in order to comply with stock exchange rules requiring stockholder approval of equity compensation plans and to allow the grant of incentive stock options under the 2026 Plan. If the 2026 Plan is approved by the Company’s stockholders, the 2026 Plan will become effective on the date of the Annual Meeting and the Company will register the necessary shares of its common stock on a Registration Statement on Form S-8.
A total of 44,764,472 shares will be reserved for issuance under the 2026 Plan. As of October 1, 2026, the closing price on Nasdaq per share of the Company common stock was $1.49. Based upon a price per share of $1.49, the maximum aggregate market value that could potentially be issued under the 2026 Plan upon its effectiveness is $66,699,063. The Board approved the 2026 Plan on October [•], 2026, subject to the approval by the Company’s stockholders. If the 2026 Plan is not approved by the Company’s stockholders, the 2026 Plan will not become effective and no stock awards will be granted thereunder, and the Company 2018 Plan will remain in full force and effect and available for the grant of stock awards thereunder (subject to the terms of the plan).
The following is a summary of the material features of the 2026 Plan. This summary is qualified in its entirety by the full text of the 2026 Plan, a copy of which is included as Annex B to this proxy statement.
Summary of the Material Provisions of the Lisata Therapeutics, Inc. 2026 Equity Incentive Plan
The 2026 Plan is intended to allow the Company to make equity and equity-based incentive awards to officers, employees, non-employee directors and consultants. The Company anticipates that providing such persons with a direct stake in the Company will assure a closer alignment of the interests of such individuals with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company.
The maximum aggregate number of shares that may be issued under the 2026 Plan is 44,764,472 shares, or the Initial Limit. The 2026 Plan provides that the number of shares reserved and available for issuance under the 2026 Plan will automatically increase each January 1, beginning on January 1, 2027, by 5% of the number of
