Lisata Therapeutics Inc 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December31, 2025 OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from __________________to _________________________ Commission File Number 001-33650 Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesNo Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Actof 1934. YesNo Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securitiesand Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file suchreports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theRegistrant was required to submit and post such files). Yes☒No☐ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer”, and“smaller reporting company” in Rule 12b-2 of the Exchange Act: Accelerated filer☐Smaller reporting company☒Emerging growth company☐ Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐Indicate by check mark whether the Registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the Registrant's voting and non-voting common stock held by non-affiliates of the Registrant (withoutadmitting that any person whose shares are not included in such calculation is an affiliate) computed by reference to June 30, 2025 (the lastbusiness day of the Registrant's most recently completed second fiscal quarter) was approximately $23.6 million, computed by reference tothe last sale price of $2.90 for the common stock on the Nasdaq Capital Market reported for such date. Shares held by executive officers,directors and persons owning directly or indirectly more than 10% of the outstanding common stock have been excluded from thepreceding number because such persons may be deemed to be affiliates of the Registrant. This determination of affiliate status is notnecessarily a conclusive determination for other purposes. Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Outstanding as of March 12, 20269,032,291shares Class Common stock, $0.001 par value per share DOCUMENTS INCORPORATED BY REFERENCE The following documents (or parts thereof) are incorporated by reference into the following parts of this Form 10-K: Certaininformation required in Part III of this Annual Report on Form 10-K is incorporated by reference from the Registrant's Proxy Statement forthe 2026 Annual Meeting of Stockholders. Such Proxy Statement will be filed with the Securities and Exchange Commission within 120days of the Registrant's fiscal year ended December31, 2025. All references in this Annual Report on Form 10-K to “we,” “us,” the “Company” and “Lisata” mean Lisata Therapeutics, Inc.,including subsidiaries and predecessors, except where it is clear that the term refers only to Lisata Therapeutics, Inc. This Annual Reporton Form 10-K contains forward-looking statements, which involve risks and uncertainties. The Company's actual results could differmaterially from those anticipated in these forward-looking