LISATA THERAPEUTICS INC

DEF 14A 1 def14a-20240429.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

April 29, 2024

Dear Stockholder:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Lisata Therapeutics, Inc. (“Lisata”) to be held on June 27, 2024 at 9:00 a.m. Eastern Daylight Time. The Annual Meeting will be held via live webcast on the internet. You will be able to participate in the Annual Meeting, vote and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/LSTA2024. You will not be able to attend the Annual Meeting in person.

At the Annual Meeting, we will vote on the election of directors, the ratification of the selection of Grant Thornton LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024 and on amendments to Lisata's 2018 Equity Incentive Compensation Plan and to Lisata's 2017 Employee Stock Purchase Plan. We will also vote, on a non-binding advisory basis, to approve the compensation of Lisata's named executive officers, will transact such other business as may properly come before the meeting and, finally, stockholders will have an opportunity to ask questions.

U.S. Securities and Exchange Commission (“SEC”) rules allow companies to furnish proxy materials to stockholders over the Internet and we have so elected to deliver our proxy materials to our stockholders. This delivery process allows us to provide stockholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On or about April 29, 2024, we began sending to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for the Annual Meeting and our 2023 annual report to stockholders. The Notice also provides instructions on how to vote online or by telephone and includes instructions on how to receive a paper copy of the proxy materials by mail.

The proxy statement provides you with detailed information about the Annual Meeting and the other business to be considered by Lisata's stockholders. We encourage you to read carefully the entire proxy statement. You may also obtain more information about Lisata from documents we have filed with the SEC.

On behalf of the board of directors, we thank you for your continued support.

Very truly yours,

President and Chief Executive Officer