0000320017-23-000063 | 10-Q | XBRL Viewer

Merger

9 Months Ended

Sep. 30, 2023

The Merger was accounted for as an asset acquisition as substantially all of the fair value was concentrated in IPR&D. Cend’s assets (except for cash and working capital) were measured and recognized as an allocation of the transaction price based on their relative fair values as of the transaction date with any value associated with IPR&D being expensed. The fair value of total consideration was $36.1 million. The following table is a summary of the purchase price calculation (in thousands except per share data).






Number of common shares of the combined company owned by Cend stockholders			3,772,768
Multiplied by the fair value per share of Lisata common stock on September 15, 2022			$6.25
Total			$23,580
Carrying value of Lisata's cost method investment in Cend			10,000
Incremental fair value of Cend's fully vested stock options			2,136
Lisata transaction costs			382
Total purchase price			$36,098

The allocation of the purchase price was as follows (amounts in thousands):






Cash and cash equivalents			$7,062
Net working capital (excluding cash)			(1,690)
Other liabilities			(22)
Acquired in-process research and development			30,393
License			355

Net assets acquired			$36,098

Income Taxes (Details) - USD ($) $ in Thousands			3 Months Ended		9 Months Ended		12 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Apr. 05, 2023	Sep. 15, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Jan. 01, 2022	Dec. 31, 2021
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards subject to expiration							$ 88,200
Unrecognized tax benefits							344		$ 0
Unrecognized tax benefits, increase resulting from acquisition		$ 344
Proceeds from sale of NOLs	$ 2,200
Benefit from income taxes	2,300		$ 0	$ 0	$ (2,330)	$ (2,479)
Loss on sale of NOL	$ 100
CEND
Operating Loss Carryforwards [Line Items]
Fair value market of tax NOLs							$ 36,100
Effective income tax rate reconciliation							2.54%
NOL annual limitation							$ 917
Federal
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards								$ 112,300	281,000
Operating loss carryforwards subject to expiration									168,800
Net operating loss carryforwards, prior to write down							34,000
Federal \| CEND
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards		10,700					10,900
Operating loss carryforwards, post acquisition							106
Foreign Tax Authority \| CEND
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards							1,800
State \| CEND
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards		$ 15,000
State \| New Jersey
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards							35,500		97,000
State \| California
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards							10,000		69,500
State \| New York
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards							$ 1,900		$ 13,000

Accrued Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Accrued Liabilities [Abstract]
Salaries, employee benefits and related taxes	$ 2,366	$ 2,586
Clinical and R&D related liabilities	915	785
Accounting & tax consulting liabilities	230	0
Operating lease liabilities — current	164	180
Other	145	177
Total accrued liabilities	$ 3,820	$ 3,728

Summary of Significant Accounting Policies - Property and Equipment (Details)	Sep. 30, 2023
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Useful life	10 years
Computer equipment
Property, Plant and Equipment [Line Items]
Useful life	3 years
Software
Property, Plant and Equipment [Line Items]
Useful life	3 years

Property and Equipment

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and equipment consisted of the following (in thousands):


	September 30, 2023		December 31, 2022
Furniture and fixtures	$	—	$	25
Computer equipment	589		589
Leasehold improvements	72		99
Property and equipment, gross	661		713
Accumulated depreciation	(457)		(417)
Property and equipment, net	$	204	$	296

The Company’s results included depreciation expense of approximately $89 thousand and $22 thousand for the nine months ended September 30, 2023 and 2022, respectively.

Share-Based Compensation - Compensation Cost Not Yet Recognized (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost	$ 221
Expected weighted-average period in years of compensation cost to be recognized	1 year 10 months 6 days
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost	$ 161
Expected weighted-average period in years of compensation cost to be recognized	1 year 1 month 6 days
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost	$ 483
Expected weighted-average period in years of compensation cost to be recognized	1 year 8 months 8 days

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Cash and Cash Equivalents

Cash and cash equivalents include short-term, highly liquid, investments with maturities of ninety days or less when purchased.

Concentration of Risks

The Company is subject to credit risk from its portfolio of cash, cash equivalents and marketable securities. Under its investment policy, the Company limits amounts invested in such securities by credit rating, maturity, industry group, investment type and issuer, except for securities issued by the U.S. government. Cash is held at major banks in the United States and may exceed federally insured limits. The goals of the Company's investment policy, in order of priority, are as follows: safety and preservation of principal and diversification of risk, liquidity of investments sufficient to meet cash flow requirements, and a competitive after-tax rate of return.

Marketable Securities

The Company determines the appropriate classification of its marketable securities at the time of purchase and reevaluates such designation at each balance sheet date. All of the Company's marketable securities are considered as available-for-sale and carried at estimated fair values and reported in cash equivalents and marketable securities. Unrealized gains and losses on available-for-sale securities are excluded from net income and reported in accumulated other comprehensive income (loss) as a separate component of stockholders' equity. Other income (expense), net, includes interest, dividends, amortization of purchase premiums and discounts, realized gains and losses on sales of securities and other-than-temporary declines in the fair value of securities, if any. The cost of securities sold is based on the specific identification method. The Company regularly reviews all of its investments for other-than-temporary declines in fair value. The Company's review includes the consideration of the cause of the impairment, including the creditworthiness of the security issuers, the number of securities in an unrealized loss position, the severity and duration of the unrealized losses, whether the Company has the intent to sell the securities and whether it is more likely than not that it will be required to sell the securities before the recovery of their amortized cost basis. When the Company determines that the decline in fair value of an investment is below its accounting basis and this decline is other-than-temporary, it reduces the carrying value of the security it holds and records a loss for the amount of such decline.

Property and Equipment

The cost of property and equipment is depreciated over the estimated useful lives of the related assets. Depreciation is computed on the straight-line method. Repairs and maintenance expenditures that do not extend original asset lives are charged to expense as incurred. The estimated useful lives of property and equipment are as follows:


Furniture and fixtures			10 years
Computer equipment			3 years
Software			3 years
Leasehold improvements			Life of lease

Long-lived Assets

Long-lived assets consist of property and equipment. The assets are amortized on a straight line basis over their respective useful lives. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset exceeds the fair value of the asset. If other events or changes in circumstances indicate that the carrying amount of an asset that the Company expects to hold and use may not be recoverable, the Company will estimate the undiscounted future cash flows expected to result from the use of the asset and/or its eventual disposition, and recognize an impairment loss, if any. The impairment loss, if determined to be necessary, would be measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets.

Share-Based Compensation

The Company expenses all share-based payment awards to employees, directors, and consultants, including grants of stock options, warrants, and restricted stock, over the requisite service period based on the grant date fair value of the awards. For awards with performance-based vesting criteria, the Company estimates the probability of achievement of the performance criteria and recognizes compensation expense related to those awards expected to vest. The Company determines the fair value of option awards using the Black-Scholes option-pricing model which uses both historical and current market data to estimate the fair value. This method incorporates various assumptions such as the risk-free interest rate, expected volatility, expected dividend yield and expected life of the options or warrants. Stock based compensation expense also includes an estimate, which is made at the time of the grant, of the number of awards that are expected to be forfeited. The fair value of the Company’s restricted stock and restricted stock units is based on the closing market price of the Company’s common stock on the date of grant.

Loss Per Share

Basic loss per share is based on the weighted effect of all common shares issued and outstanding and is calculated by dividing net loss attributable to common stockholders by the weighted average shares outstanding during the period. Diluted loss per share is calculated by dividing net loss attributable to common stockholders by the weighted average number of common shares used in the basic loss per share calculation plus the number of common shares that would be issued assuming conversion of all potentially dilutive securities outstanding. Diluted loss per share is not presented as such potentially dilutive securities are anti-dilutive to losses incurred in all periods presented.

Treasury Stock

Treasury stock purchases are accounted for under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock. Gains or losses on the subsequent reissuance of shares are credited or charged to additional paid in capital.

Research and Development Costs

Research and development (“R&D”) expenses include salaries, benefits, and other headcount related costs, clinical trial and related clinical manufacturing costs, contract and other outside service fees including sponsored research agreements, and facilities and overhead costs. The Company expenses the costs associated with research and development activities when incurred.

To further drive the Company’s initiatives, the Company will continue targeting key governmental agencies, congressional committees and not-for-profit organizations to contribute funds for the Company’s research and development programs. The Company accounts for such grants as a deduction to the related expense in research and development operating expenses when earned.

In-process Research and Development Expense

Upfront payments that relate to the acquisition of a new drug compound, as well as pre-commercial milestone payments, are immediately expensed as IPR&D in the period in which they are incurred, provided that the new drug compound did not also include processes or activities that would constitute a “business” as defined under U.S. GAAP, the drug has not achieved regulatory approval for marketing and, absent obtaining such approval, has no established alternative future use. The Company accounts for contingent consideration payable upon achievement of certain regulatory, development or sales milestones in such asset acquisitions when the underlying contingency is probable and estimable. Milestone payments made to third parties subsequent to regulatory approval will be capitalized as intangible assets and amortized over the estimated remaining useful life of the related product.

Intangible Asset

The Company’s intangible asset consists of a single asset, Cend’s license agreement with Qilu Pharmaceutical, Co., Ltd. (“Qilu”) acquired in the Merger, with a value of $0.4 million. The intangible asset is stated at fair value and is amortized using the straight-line method over its estimated useful life of 5 years. Amortization expense was $18 thousand for the three months ended September 30, 2023 and $53 thousand for the nine months ended September 30, 2023. The intangible asset is reviewed for potential impairment when events or circumstances indicate that carrying amounts may not be recoverable. The projected amortization expense is $71 thousand per year for the next five years.

Revenue Recognition

The Company evaluates license and collaboration arrangements to determine whether units of account within the arrangement exhibit the characteristics of a vendor and customer relationship. For arrangements and units of account where a customer relationship exists, the Company applies the revenue recognition guidance. The Company recognizes revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. To determine revenue recognition for contracts with customers the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligations. At contract inception, the Company assesses the goods or services promised within each contract and assesses whether each promised good or service is distinct and determines those that are performance obligations. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Taxes imposed by governmental authorities on the Company's revenue, such as sales taxes and withholding taxes, are excluded from net revenue.

If a license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenues from non-refundable, upfront fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. If licenses are bundled with other performance obligations, the Company would utilize judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. There was no revenue recognized for the three and nine months ended September 30, 2023 and 2022.

Milestones

At the inception of each arrangement that includes milestone payments (variable consideration), the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the Company or the Company’s collaboration partner’s control, such as regulatory approvals, are generally not considered probable of being achieved until those approvals are received. The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of such milestones and any related constraint, and if necessary, adjusts the Company’s estimate of the overall transaction price. Any such adjustments are allocated on a cumulative catch-up basis to satisfied and partially satisfied performance obligations, with the consideration allocated to an ongoing performance obligation being recognized over the period of performance. For the three and nine months ended September 30, 2023 and September 30, 2022, the Company has not recognized revenue related to milestones.

Royalties

For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and for which the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any royalty revenue from any collaborative arrangement.

Merger - Narrative (Details) $ in Thousands	Sep. 15, 2022 USD ($)
CEND
Asset Acquisition [Line Items]
Total purchase price	$ 36,098

CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands	Total	Total Lisata Therapeutics, Inc. Stockholders' Equity	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit	Treasury Stock	Non- Controlling Interest in Subsidiary
Common stock, beginning balance (in shares) at Dec. 31, 2021			3,986,000
Beginning balance at Dec. 31, 2021	$ 92,000	$ 92,254	$ 4	$ 546,044	$ (70)	$ (453,016)	$ (708)	$ (254)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(48,235)	(48,235)				(48,235)
Share-based compensation (in shares)			100,000
Share-based compensation	1,899	1,899		1,899
Net proceeds from issuances of common stock (in shares)			4,000
Net proceeds from issuances of common stock	29	29		29
Issuance of common stock in connection with Merger (in shares)			3,773,000
Issuance of common stock in connection with Merger	26,098	26,098	$ 4	26,094
Unrealized gain on marketable securities	5	5			5
Foreign currency translation adjustment	(25)	(25)			(25)
Common stock, ending balance (in shares) at Sep. 30, 2022			7,863,000
Ending balance at Sep. 30, 2022	71,771	72,025	$ 8	574,066	(90)	(501,251)	(708)	(254)
Common stock, beginning balance (in shares) at Jun. 30, 2022			4,038,000
Beginning balance at Jun. 30, 2022	82,137	82,391	$ 4	547,032	(70)	(463,868)	(708)	(254)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(37,383)	(37,383)				(37,383)
Share-based compensation (in shares)			52,000
Share-based compensation	939	939		940
Issuance of common stock in connection with Merger (in shares)			3,773,000
Issuance of common stock in connection with Merger	26,098	26,098	$ 4	26,094
Unrealized gain on marketable securities	5	5			5
Foreign currency translation adjustment	(25)	(25)			(25)
Common stock, ending balance (in shares) at Sep. 30, 2022			7,863,000
Ending balance at Sep. 30, 2022	$ 71,771	72,025	$ 8	574,066	(90)	(501,251)	(708)	(254)
Common stock, beginning balance (in shares) at Dec. 31, 2022	7,866,061		7,867,000
Beginning balance at Dec. 31, 2022	$ 66,324	66,578	$ 8	574,548	(29)	(507,241)	(708)	(254)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Proceeds from option exercises (in shares)	1,227,776
Common stock, ending balance (in shares) at Jun. 30, 2023			8,133,000
Ending balance at Jun. 30, 2023	$ 57,714	57,968	$ 8	576,173	(50)	(517,455)	(708)	(254)
Common stock, beginning balance (in shares) at Dec. 31, 2022	7,866,061		7,867,000
Beginning balance at Dec. 31, 2022	$ 66,324	66,578	$ 8	574,548	(29)	(507,241)	(708)	(254)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(15,475)	(15,475)				(15,475)
Share-based compensation (in shares)			114,000
Share-based compensation	1,474	1,474		1,474
Net proceeds from issuances of common stock (in shares)			76,000
Net proceeds from issuances of common stock	$ 297	297		297
Proceeds from option exercises (in shares)	82,500		83,000
Proceeds from option exercises	$ 155	155		155
Unrealized gain on marketable securities	1	1			1
Foreign currency translation adjustment	$ (72)				(72)
Common stock, ending balance (in shares) at Sep. 30, 2023	8,139,449		8,140,000
Ending balance at Sep. 30, 2023	$ 52,704	52,958	$ 8	576,474	(100)	(522,716)	(708)	(254)
Common stock, beginning balance (in shares) at Jun. 30, 2023			8,133,000
Beginning balance at Jun. 30, 2023	57,714	57,968	$ 8	576,173	(50)	(517,455)	(708)	(254)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(5,261)	(5,261)				(5,261)
Share-based compensation (in shares)			7,000
Share-based compensation	301	301		301
Foreign currency translation adjustment	$ (50)	(50)			(50)
Common stock, ending balance (in shares) at Sep. 30, 2023	8,139,449		8,140,000
Ending balance at Sep. 30, 2023	$ 52,704	$ 52,958	$ 8	$ 576,474	$ (100)	$ (522,716)	$ (708)	$ (254)

Share-Based Compensation - Share-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense	$ 306	$ 1,040	$ 1,565	$ 2,168
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense	103	271	517	631
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense	$ 203	$ 769	$ 1,048	$ 1,537

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Available-for-Sale-Securities

9 Months Ended

Sep. 30, 2023

Debt Securities, Available-for-Sale [Abstract]

Available-for-Sale-Securities

The following table is a summary of available-for-sale securities recorded in cash and cash equivalents or marketable securities in our Consolidated Balance Sheets (in thousands):


	September 30, 2023								December 31, 2022
	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value

Corporate debt securities	$	28,828	$	—	$	(16)	$	28,812	$	44,308	$	—	$	(17)	$	44,291
Commercial paper	1,978		—		—		1,978		7,953		—		—		7,953
Money market funds	13,572		—		—		13,572		4,871		—		—		4,871
Agency bonds	1,987		—		(1)		1,986		—		—		—		—
Treasury bills	3,996		—		—		3,996		—		—		—		—
Municipal debt securities	725		—		—		725		7,626		—		(1)		7,625
Total	$	51,086	$	—	$	(17)	$	51,069	$	64,758	$	—	$	(18)	$	64,740

Estimated fair values of available-for-sale securities are generally based on prices obtained from commercial pricing services. The following table summarizes the classification of the available-for-sale securities in our Consolidated Balance Sheets (in thousands):


	September 30, 2023		December 31, 2022
Cash equivalents	$	29,103	$	27,668
Marketable securities	21,966		37,072
Total	$	51,069	$	64,740

The following table summarizes our portfolio of available-for-sale securities by contractual maturity (in thousands):


	September 30, 2023
	Amortized Cost		Estimated Fair Value
Less than one year	$	51,086	$	51,069
Greater than one year	—		—
Total	$	51,086	$	51,069

Income (Loss) Per Share

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Income (Loss) Per Share

For the nine months ended September 30, 2023 and 2022, the Company incurred net losses and therefore no common stock equivalents were utilized in the calculation of diluted loss per share as they are anti-dilutive. At September 30, 2023 and 2022, the Company excluded the following potentially dilutive securities (in thousands):


	September 30
	2023	2022
Stock options	1,321	1,399
Warrants	1,422	1,424

Restricted stock units	202	48

CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common stock, par value (in usd per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	33,333,333	33,333,333
Common stock, shares issued (in shares)	8,140,187	7,866,799
Common stock outstanding (in shares)	8,139,449	7,866,061
Treasury stock (in shares)	738	738

Income (Loss) Per Share (Tables)

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

At September 30, 2023 and 2022, the Company excluded the following potentially dilutive securities (in thousands):


	September 30
	2023	2022
Stock options	1,321	1,399
Warrants	1,422	1,424

Restricted stock units	202	48

Operating Leases (Tables)

9 Months Ended

Sep. 30, 2023

Leases [Abstract]

Schedule of Operating Lease Liabilities and Right-of-Use Assets on Balance Sheet

Operating lease liabilities and right-of-use assets were recorded in the following captions of our balance sheet as follows (in thousands):


	September 30, 2023		December 31, 2022
Right-of-Use Assets:
Other assets	$	348	$	487
Total Right-of-Use Asset	$	348	$	487

Operating Lease Liabilities:
Accrued liabilities	$	164	$	180
Other long-term liabilities	181		305
Total Operating Lease Liabilities	$	345	$	485

Schedule of Future Minimum Lease Payments Under Lease Agreements

Future minimum lease payments under the lease agreement as of September 30, 2023 were as follows (in thousands):


Years ended	Operating Leases



2023	48
2024	190
2025	143
Total lease payments	381
Less: Amounts representing interest	(36)
Present value of lease liabilities	$	345

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net loss	$ (15,475)	$ (48,235)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation	1,565	2,168
Depreciation and amortization	142	22
Loss on disposal of fixed assets	3	0
In process research and development expenses	0	30,393
Amortization/accretion on marketable securities	(709)	893
Changes in operating assets and liabilities:
Prepaid and other current assets	(314)	29
Other assets	130	178
Accounts payable, accrued liabilities and other liabilities	(1,305)	(150)
Net cash used in operating activities	(15,963)	(14,702)
Cash flows from investing activities:
Purchase of marketable securities	(77,355)	(68,481)
Sale of marketable securities	93,171	93,865
Asset acquisition costs, net of cash acquired related to merger with Cend	0	(3,320)
Purchase of property and equipment	0	(259)
Net cash provided by investing activities	15,816	21,805
Cash flows from financing activities:
Proceeds from option exercises	155	0
Tax withholding payments on net share settlement equity awards	(91)	(267)
Net proceeds from issuance of common stock	297	29
Net cash provided by (used in) financing activities	361	(238)
Effect of exchange rate changes on cash	60	(34)
Net increase in cash and cash equivalents	274	6,831
Cash and cash equivalents at beginning of period	32,154	24,647
Cash and cash equivalents at end of period	32,428	31,478
Supplemental disclosure of noncash investing activities:
Issuance of common stock in connection with merger	0	23,580
Incremental fair value of Cend's fully vested stock options assumed	$ 0	$ 2,136

Operating Leases

9 Months Ended

Sep. 30, 2023

Leases [Abstract]

Operating Leases

Operating LeasesThe Company adopted ASU No. 2016-02, Leases (Topic 842) on January 1, 2019 and recognized leases with duration greater than 12 months on the balance sheet using the modified retrospective approach. The Company has an operating lease for one office which expires in 2025. The Company estimates its incremental borrowing rate at lease commencement to determine the present value of lease payments as most of the Company's leases do not provide an implicit rate of return. The Company recognizes lease expense on a straight-line basis over the lease term. For lease agreements entered into or reassessed after the adoption of Topic 842, the Company elected to account for non-lease components associated with its leases and lease components as a single lease component. The Company's lease includes an option for the Company to extend the lease term and/or sub-lease space in whole or in part.

Operating lease liabilities and right-of-use assets were recorded in the following captions of our balance sheet as follows (in thousands):


	September 30, 2023		December 31, 2022
Right-of-Use Assets:
Other assets	$	348	$	487
Total Right-of-Use Asset	$	348	$	487

Operating Lease Liabilities:
Accrued liabilities	$	164	$	180
Other long-term liabilities	181		305
Total Operating Lease Liabilities	$	345	$	485

As of September 30, 2023, the weighted average remaining lease term for our operating lease was 2.0 years, and the weighted average discount rate for our operating lease was 9.625%. As of December 31, 2022, the weighted average remaining lease term for our operating leases was 1.5 years, and the weighted average discount rate for our operating leases was 9.625%.

Future minimum lease payments under the lease agreement as of September 30, 2023 were as follows (in thousands):


Years ended	Operating Leases



2023	48
2024	190
2025	143
Total lease payments	381
Less: Amounts representing interest	(36)
Present value of lease liabilities	$	345

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Schedule of Assets Measured at Fair Value on Recurring Basis

The Company's financial assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 2023 and December 31, 2022 (in thousands):


	September 30, 2023								December 31, 2022
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	29,103	$	—	$	—	$	29,103	$	27,668	$	—	$	—	$	27,668
Marketable securities - available for sale	—		21,966		—		21,966		—		37,072		—		37,072

	$	29,103	$	21,966	$	—	$	51,069	$	27,668	$	37,072	$	—	$	64,740

Stockholders' Equity (Tables)

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

Schedule of Stock Option and Warrants Activity

The following table summarizes the activity for stock options and warrants for the nine months ended September 30, 2023:


	Stock Options						Warrants
	Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (In Thousands)		Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (In Thousands)
Outstanding at December 31, 2022	1,391,352	$	10.83	7.03	$	187.6	1,423,774	$	42.57	3.37	$	—

Changes during the period:
Granted	180,896	3.46					—	—

Exercised	(82,500)	1.88					—	—
Forfeited	(144,594)	3.63					—	—
Expired	(24,603)	29.60					(2,000)	88.35
Outstanding at September 30, 2023	1,320,551	$	10.82	6.30	$	78.7	1,421,744	$	42.51	2.67	$	—
Vested at September 30, 2023 or expected to vest in the future	1,316,134	$	10.84	6.29	$	78.7	1,421,744	$	42.51	2.67	$	—
Vested at September 30, 2023	1,229,103	$	11.25	6.09	$	78.2	1,421,744	$	42.51	2.67	$	—

Schedule of Restricted Stock Activity

During the nine months ended September 30, 2023 and 2022, the Company issued restricted stock for services as follows (in thousands, except share data):


	Nine Months Ended September 30,
	2023		2022
Number of restricted stock issued	159,950		70,740
Value of restricted stock issued	$	480	$	973

Schedule of Restricted Stock Units Activity

During the nine months ended September 30, 2023 and 2022, the Company issued restricted stock units for services as follows (in thousands, except share data):


	Nine Months Ended September 30,
	2023		2022
Number of restricted stock units issued	188,850		111,170
Value of restricted stock units issued	$	567	$	1,386

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2023	Nov. 02, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	001-33650
Entity Registrant Name	LISATA THERAPEUTICS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	22-2343568
Entity Address, Address Line One	110 Allen Road, 2nd Floor
Entity Address, City or Town	Basking Ridge
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07920
City Area Code	908
Local Phone Number	842-0100
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	LSTA
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		8,139,449
Entity Central Index Key	0000320017
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Amendment Flag	false

License Agreements	9 Months Ended
License Agreements	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
License Agreements	License Agreements Sanford Burnham Prebys In December 2015, Cend entered into a license agreement with Sanford Burnham Prebys (“SBP”) under which Cend was granted an exclusive, worldwide, royalty-bearing license to certain patent rights and know-how controlled by SBP related to the development of LSTA1. At the time the license agreement was entered into, Cend’s founding shareholder was an executive at SBP. The agreement provides the Company with the rights to grant and authorize sublicenses to use, sell, and otherwise exploit the patent rights. As consideration for the license, Cend issued a total of 382,030 shares of common stock, as adjusted for the Reverse Stock Split and Exchange Ratio. The Company is required to pay an annual license maintenance fee of $10,000 increasing to $20,000 on year seven of the agreement. The Company could also be required to make milestone payments to SBP upon completion of certain regulatory and commercial milestones. The aggregate potential milestone payments are approximately $10.6 million. The Company has also agreed to pay SBP royalties of 4% of net sales of products sold by the Company, or through a sublicense, subject to certain reductions. Additionally, the Company is obligated to pay SBP 25% of any sublicensing income, which, pursuant to the technology transfer agreement with Impilo, resulted in SBP receiving 191,500 shares of the Company’s pre-seed preferred stock in Impilo on October 3, 2023. The agreement will expire upon the later of (i) the final abandonment of all pending patent applications within the licensed patents or (ii) the expiration of the last to expire patent within the licensed patents. The agreement may be terminated in its entirety by the Company at any time by giving SBP sixty days’ prior written notice. The agreement may be terminated in its entirety by SBP if the Company, at any time, defaults in the payment of any sum when due and fails to make such payment within thirty days after receipt of written notice. The agreement may be terminated in its entirety by either SBP or the Company (i) in the event of an uncured material breach by the other party, or (ii) in the event the other party (a) files for, or is involuntarily petitioned with, bankruptcy (other than dissolution or winding up for the purposes of reconstruction or amalgamation), (b) makes an assignment of all or substantially all of its assets for the benefit of creditors, or (c) has a receiver or trustee is appointed and is unable to secure a dismissal, stay or other suspension of such proceedings within thirty days. Upon termination of the agreement for any reason, all rights and obligations of the Company with respect to the patents and patent applications shall terminate and revert to SBP. In October 2021, Cend entered into a license agreement with SBP under which Cend was granted an exclusive, royalty-bearing license to certain patent rights and know-how controlled by SBP. The agreement provides Cend with the rights to grant and authorize sublicenses to use, sell, and otherwise exploit the patent rights. The Company is required to pay an annual license maintenance fee of $20,000, increasing to $30,000 on year four of the agreement. Further, the Company could be required to make milestone payments to SBP upon completion of certain regulatory and commercial milestones. The aggregate potential milestone payments are approximately $23.2 million. The Company is obligated to pay SBP royalties of 4% of net sales of products sold by the Company or through a sublicense, subject to certain reductions. Additionally, the Company is obligated to pay SBP varying sublicense fees, ranging from 10% to 25%, dependent on when the related milestones are reached. On September 14, 2023, pursuant to the technology transfer agreement with Impilo, the license was assigned in full to Impilo. SBP owned 382,030 shares of the Company’s common stock as of September 30, 2023 and is a related party. University of California at San Diego In March 2021, Cend entered into a license agreement with the University of California at San Diego (“UCSD”) under which Cend was granted an exclusive, royalty-bearing license to certain patent rights related to the development of nano-particles to modulate immune response. The agreement provides the Company with the rights to grant and authorize sublicenses to use, sell and otherwise exploit the patent rights. The Company could be required to make milestone payments to UCSD upon completion of certain regulatory and commercial milestones. The aggregate potential milestone payments are approximately $1.2 million. The Company has also agreed to pay UCSD royalties of 1.5% of net sales of products sold by the Company or through a sublicense, subject to certain reductions. Additionally, the Company agreed to pay UCSD varying sublicense fees, ranging from 10% to 20%, dependent on when the related milestones are reached. The agreement will expire upon the expiration of the longest-lived patent rights. The agreement may be terminated in its entirety by the Company at any time by giving UCSD ninety days’ prior written notice. The agreement may be terminated in its entirety by UCSD if the Company, at any time, (i) fails to perform or violates any term of the agreement and fails to cure the default within sixty days. Upon termination of the agreement for any reason, UCSD may terminate a sublicensee but will allow the Company to assign any sublicenses to UCSD provided a) that the sublicensee is in good standing upon termination of the agreement with the Company; and b) the sublicensee is not currently involved in litigation as an adverse party to UCSD. On August 2, 2023, pursuant to the technology transfer agreement with Impilo, the license was assigned in full to Impilo. Massachusetts Institute of Technology In October 2021, Cend entered into a license agreement with the Massachusetts Institute of Technology ("MIT") under which Cend was granted an exclusive, royalty-bearing license to certain patent rights related to the development of tissue specific delivery of interfering RNA. The agreement provides the Company with the rights to grant and authorize sublicenses to use, sell, and otherwise exploit the patent rights. As consideration for the license, Cend issued a total of 43,236 shares of common stock, as adjusted for the Reverse Stock Split and Exchange Ratio. The Company is required to pay an annual license maintenance fee of $20,000, increasing to $25,000 for year two and three of the agreement, increasing to $50,000 on year four of the agreement and thereafter until the first commercial sale, and increasing to $150,000 each year of the agreement after the first sale. Further, the Company could be required to make milestone payments to MIT upon completion of certain regulatory and commercial milestones. The aggregate potential milestone payments are approximately $5.0 million. The Company has also agreed to pay MIT royalties of 2% of net sales of products sold by the Company or through a sublicense, subject to certain reductions. Additionally, the Company is obligated to pay MIT varying sublicense fees, ranging from 3% to 20%, depending on when the related milestones are reached. In connection with the close of the Merger, the Company was required to pay MIT a change of control fee of $0.3 million. The agreement expires upon the expiration or abandonment of all valid claims. The agreement may be earlier terminated in its entirety by the Company at any time by giving MIT six months prior written notice. The agreement may also be terminated in its entirety by MIT if the Company, at any time, (i) defaults in the payment of any sum when due and fails to make such payment within thirty days after receipt of written notice, or (ii) commits a material breach of its obligations under the agreement (aside from item (i)) and fails to cure that breach within sixty days after receipt of written notice. Upon termination of the agreement for any reason, the rights and licenses granted to the Company shall terminate and revert to MIT. Upon termination of the agreement for any reason, MIT may terminate a sublicensee but will allow the Company to assign any sublicenses to MIT provided that the sublicensee is in good standing upon termination of the agreement with the Company. On June 30, 2023, in accordance with the provisions of the license agreement, the Company provided notice to MIT that the license agreement would terminate effective December 30, 2023. Until such date, the license remains in full force and effect. MIT owned 43,236 shares of the Company’s common stock as of September 30, 2023. Research Collaboration and License Agreement Exclusive License and Collaboration Agreement In February 2021, Cend entered into an Exclusive License and Collaboration Agreement (the “Qilu Agreement”) in which Cend granted an exclusive license to Qilu for the development and commercialization of LSTA1 in the Territory (defined as the Greater Area of China including China, Macau, Hong Kong, and Taiwan). Under the terms of the agreement, Qilu is solely responsible for the development of LSTA1 in its Territory. In consideration for the license, Qilu made an upfront payment of $10 million to Cend, which was recognized as revenue by Cend prior to the Merger. In addition, Cend received and recognized as revenue a $5 million development milestone prior to the Merger. The Company is eligible to receive additional developmental and commercial milestone payments up to $95 million and $125 million, respectively, tiered royalties on net sales ranging from 10% to 15%, and tiered sublicensing revenues ranging from 12% to 35%. Unless terminated early, the Qilu Agreement will continue in effect until the expiration of all Qilu payment obligations. Either party may terminate the Qilu Agreement if an undisputed material breach by the other party is not cured within a defined period of time, or upon notice for insolvency-related events of the other party that are not discharged within a defined time period. Qilu may terminate the Qilu Agreement in its entirety, at any time with at least sixty days written notice. All rights and obligations of Qilu with respect to such licensed patents and patent applications would terminate.

Summary of Significant Accounting Policies - Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Accounting Policies [Abstract]
Intangible assets, net	$ 400,000		$ 400,000
Intangible asset, useful life	5 years		5 years
Amortization of intangible assets	$ 18,000		$ 53,000
Expected amortization, remainder of fiscal year	71,000		71,000
Expected amortization, year one	71,000		71,000
Expected amortization, year two	71,000		71,000
Expected amortization, year three	71,000		71,000
Expected amortization, year four	71,000		71,000
Revenue excluding taxes	0	$ 0	0	$ 0
Revenue from collaborative arrangement	0	0	0	0
Disaggregation of Revenue [Line Items]
Revenue excluding taxes	$ 0	$ 0	0	$ 0
Royalty
Accounting Policies [Abstract]
Revenue excluding taxes			0
Disaggregation of Revenue [Line Items]
Revenue excluding taxes			$ 0

Stockholders' Equity

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

Stockholders' Equity

Reverse Stock Split

On September 14, 2022, in connection with the Merger, we implemented the Reverse Stock Split, as described in Note 1. All share and per share amounts of common stock, options and warrants in the accompanying financial statements have been restated for all periods presented to give retroactive effect to the Reverse Stock Split. Accordingly, the consolidated statements of equity reflect the impact of the Reverse Stock Split by reclassifying from “common stock” to “additional paid-in capital” in an amount equal to the par value of the decreased shares resulting from the Reverse Stock Split.

Equity Issuances

At The Market Offering Agreement

On June 4, 2021, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC, as sales agent, in connection with an “at the market offering” under which the Company from time to time may offer and sell shares of its common stock, having an aggregate offering price of up to $50.0 million. Subsequent to the filing of our Form 10-K on March 22, 2022, the aggregate market value of our outstanding common stock held by non-affiliates was approximately $43.6 million. Pursuant to General Instruction I.B.6 of Form S-3, since the aggregate market value of our outstanding common stock held by non-affiliates was below $75.0 million at the time of such Form 10-K filing, the aggregate amount of securities that we are permitted to offer and sell was reduced to $17,698,943, which was equal to one-third of the aggregate market value of our common stock held by non-affiliates as of September 21, 2022. During the nine months ended September 30, 2023, the Company issued 64,394 shares of common stock under the ATM Agreement for net proceeds of $270,774. Since inception, the Company has issued 64,394 shares of common stock under the ATM Agreement for net proceeds of $270,774.

Common Stock

In connection with the Merger closing on September 15, 2022, the Company issued an aggregate of 3,772,768 shares of common stock, based on the Exchange Ratio, to holders of Cend, in exchange for all of the Cend capital stock outstanding immediately prior to the closing of the Merger.

Stock Options and Warrants

In connection with the Merger and after giving effect to the Reverse Stock Split, the Company assumed 1,227,776 options outstanding of Cend. The options granted under the Cend Plan are exercisable at various dates as determined upon grant and will expire no more than ten years from their original date of grant. The Cend Plan stock options generally vest over a four-year term. The following table summarizes the activity for stock options and warrants for the nine months ended September 30, 2023:


	Stock Options						Warrants
	Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (In Thousands)		Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (In Thousands)
Outstanding at December 31, 2022	1,391,352	$	10.83	7.03	$	187.6	1,423,774	$	42.57	3.37	$	—

Changes during the period:
Granted	180,896	3.46					—	—

Exercised	(82,500)	1.88					—	—
Forfeited	(144,594)	3.63					—	—
Expired	(24,603)	29.60					(2,000)	88.35
Outstanding at September 30, 2023	1,320,551	$	10.82	6.30	$	78.7	1,421,744	$	42.51	2.67	$	—
Vested at September 30, 2023 or expected to vest in the future	1,316,134	$	10.84	6.29	$	78.7	1,421,744	$	42.51	2.67	$	—
Vested at September 30, 2023	1,229,103	$	11.25	6.09	$	78.2	1,421,744	$	42.51	2.67	$	—

Restricted Stock

During the nine months ended September 30, 2023 and 2022, the Company issued restricted stock for services as follows (in thousands, except share data):


	Nine Months Ended September 30,
	2023		2022
Number of restricted stock issued	159,950		70,740
Value of restricted stock issued	$	480	$	973

The vesting terms of restricted stock issuances are generally between one and four years.

Restricted Stock Units

During the nine months ended September 30, 2023 and 2022, the Company issued restricted stock units for services as follows (in thousands, except share data):


	Nine Months Ended September 30,
	2023		2022
Number of restricted stock units issued	188,850		111,170
Value of restricted stock units issued	$	567	$	1,386

The weighted average estimated fair value of restricted stock units issued for services in the nine months ended September 30, 2023 and 2022 was $3.00 and $12.46 per share, respectively. The fair value of the restricted stock units was determined using the Company’s closing stock price on the date of issuance. The vesting terms of restricted stock unit issuances are generally one year, or upon the achievement of performance-based milestones.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
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+ Details

License Agreements (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Jul. 31, 2023	Mar. 31, 2022	Oct. 31, 2021	Dec. 31, 2016
Impilo
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Investment owned (in shares)		766,000
Sanford Burnham Prebys \| Impilo
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Investment owned (in shares)		191,500
Sanford Burnham Prebys \| Collaborative Arrangement, Transaction with Party to Collaborative Arrangement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares issued under license agreement (in shares)					382,030
Annual license maintenance fee				$ 20,000	$ 10,000
Annual license maintenance fee, year seven					20,000
Potential milestone payments				$ 23,200	$ 10,600
Royalties, net of sales				4.00%	4.00%
Sublicensing fee					25.00%
Annual license maintenance fee, year four				$ 30,000
Shares held by third party (in shares)	382,030
Sanford Burnham Prebys \| Collaborative Arrangement, Transaction with Party to Collaborative Arrangement \| Minimum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sublicensing fee				10.00%
Sanford Burnham Prebys \| Collaborative Arrangement, Transaction with Party to Collaborative Arrangement \| Maximum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sublicensing fee				25.00%
University of California at San Diego \| Collaborative Arrangement, Transaction with Party to Collaborative Arrangement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Potential milestone payments			$ 1,200
Royalties, net of sales			1.50%
University of California at San Diego \| Collaborative Arrangement, Transaction with Party to Collaborative Arrangement \| Minimum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sublicensing fee			10.00%
University of California at San Diego \| Collaborative Arrangement, Transaction with Party to Collaborative Arrangement \| Maximum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sublicensing fee			20.00%
Massachusetts Institute of Technology \| Collaborative Arrangement, Transaction with Party to Collaborative Arrangement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Annual license maintenance fee				$ 20,000
Potential milestone payments				$ 5,000
Royalties, net of sales				2.00%
Annual license maintenance fee, year four				$ 50,000
Shares held by third party (in shares)	43,236
Annual license maintenance fee, years two and three				25,000
Annual license maintenance fee, after first sale				150,000
Change of control fee				$ 300
Massachusetts Institute of Technology \| Collaborative Arrangement, Transaction with Party to Collaborative Arrangement \| CEND
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares issued (in shares)	43,236
Massachusetts Institute of Technology \| Collaborative Arrangement, Transaction with Party to Collaborative Arrangement \| Minimum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sublicensing fee				3.00%
Massachusetts Institute of Technology \| Collaborative Arrangement, Transaction with Party to Collaborative Arrangement \| Maximum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sublicensing fee				20.00%

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes In assessing the realizability of deferred tax assets, including the net operating loss carryforwards (NOLs), the Company assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize its existing deferred tax assets. Based on its assessment, the Company has provided a full valuation allowance against its net deferred tax assets as their future utilization remains uncertain at this time. As of December 31, 2021, the Company had approximately $281.0 million of Federal NOLs available to offset future taxable income expiring from 2030 through 2036. The Company performed an analysis and determined that they had an ownership change of greater than 50% over a 3-year testing period on January 25, 2021. As a result, $168.8 million of the $281.0 million of Federal NOLs will expire unutilized. The Company wrote off that portion of the deferred tax asset and reduced the corresponding valuation allowance resulting in $112.3 million of remaining Federal NOLs. The write off of the deferred tax asset and the corresponding reduction in valuation allowance has no impact to the balance sheet or income statement. Losses incurred before the ownership change on January 25, 2021 will be subject to an annual limitation of $173 thousand under Internal Revenue Code Section 382. As of December 31, 2022, the Company had approximately $34.0 million of Federal NOLs available to offset future taxable income expiring from 2030 through 2036. The Company performed an analysis and determined that they had an ownership change of greater than 50% on September 15, 2022. As a result of the ownership change, $88.2 million of Federal NOLs will expire unutilized. The Company wrote off that portion of the deferred tax asset and reduced the corresponding valuation allowance resulting in $34.0 million of remaining Federal NOLs. The write off of the deferred tax asset and the corresponding reduction in valuation allowance has no impact to the balance sheet or income statement. Losses incurred before the ownership change on September 15, 2022 will be subject to an annual limitation of zero while losses incurred after September 15, 2022 will not be subject to limitations. As of December 31, 2022, Cend Therapeutics had approximately $10.9 million of Federal NOLs available to offset future taxable income. The Company performed an analysis and determined that there was an ownership change of greater than 50% on September 15, 2022. As of September 15, 2022 Cend has approximately $10.7 million of Federal and $15.0 million of state NOLs. The state NOLs will expire from the 2036 through 2042 tax years. Using a fair market value of $36.1 million and applying an applicable federal rate of 2.54% Cend will have an annual limitation of approximately $917 thousand each year. The Federal NOL of $106 thousand incurred in the post-acquisition period September 15, 2022 to December 31, 2022 is not subject to limitation and does not expire. Cend’s wholly owned Australian subsidiary has $1.8 million of NOLs which will be carried forward and do not expire. There is a full valuation allowance against the NOLs. As of December 31, 2022 and 2021, the Company had State NOLs available in New Jersey of $35.5 million and $97.0 million, respectively, California of $10.0 million and $69.5 million, respectively, and New York City of $1.9 million and $13.0 million, respectively, to offset future taxable income expiring from 2032 through 2042. In accordance with Section 382 of the Internal Revenue code, the usage of the Company’s NOLs is limited given the change in ownership. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period when those temporary differences become deductible. The Company applies the FASB’s provisions for uncertain tax positions. The Company utilizes the two-step process to determine the amount of recognized tax benefit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company recognizes interest and penalties associated with uncertain tax positions as a component of income tax expense. As of December 31, 2022 and 2021, the Company’s uncertain tax positions were $344 thousand and $0, respectively. Due to the acquisition of Cend, the Company’s uncertain tax positions increased by $344 thousand related to Federal and state credits and certain state NOLs. The Company will continue to evaluate its uncertain tax positions in future periods. As of September 30, 2023, the Company does not believe there will be any material changes in its unrecognized tax positions over the next year. For years prior to 2019, the federal statute of limitations is closed for assessing tax. The Company’s state tax returns remain open to examination for a period of three to four years from the date of filing. On April 5, 2023, the Company received final approval from the New Jersey Economic Development Authority (“NJEDA”) under the Technology Business Tax Certificate Transfer Program (“Program”) to sell a percentage of its New Jersey net operating losses (“NJ NOLs”), which were subsequently sold to a qualifying and approved buyer pursuant to the Program for net proceeds of $2.2 million. The $2.3 million of NJ NOLs related tax benefits has been recorded as a benefit from income taxes and the loss on sale of $0.1 million recorded in other income (expense). On August 16, 2022, the Inflation Reduction Act was signed into law. The Inflation Reduction Act includes various tax provisions, which are effective for tax years beginning on or after January 1, 2023. For tax years beginning after December 31, 2021, the Tax Cuts & Jobs Act of 2017 eliminated the option to deduct research and development expenditures as incurred and instead required taxpayers to capitalize and amortize them over five or 15 years beginning in 2022. Since the Company is in a net operating loss position, the capitalization of research and development costs did not have a material impact on the Company’s results of operations for the year ended December 31, 2022. The Company will continue to monitor the future impact of changes in tax legislation.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
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-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 2
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+ Details

Accrued Liabilities (Tables)

9 Months Ended

Sep. 30, 2023

Accrued Liabilities [Abstract]

Schedule of Accrued Liabilities

Accrued liabilities as of September 30, 2023 and December 31, 2022 were as follows (in thousands):


	September 30, 2023		December 31, 2022
Salaries, employee benefits and related taxes	$	2,366	$	2,586
Clinical and R&D related liabilities	915		785
Accounting & tax consulting liabilities	230		—
Operating lease liabilities — current	164		180
Other	145		177
Total	$	3,820	$	3,728

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the accompanying Consolidated Financial Statements of the Company and its subsidiaries, which are unaudited, include all normal and recurring adjustments considered necessary to present fairly the Company’s financial position as of September 30, 2023, and the results of its operations and its cash flows for the periods presented. The unaudited consolidated financial statements herein should be read together with the historical consolidated financial statements of the Company for the years ended December 31, 2022 and 2021 included in our 2022 Form 10-K. Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Estimates also affect the reported amounts of expenses during the reporting period. The Company bases its estimates on historical experience and other assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The Company makes critical estimates and assumptions in determining stock-based awards values and the valuation of the Merger which was accounted for as an asset acquisition as substantially all of the fair value is concentrated in in-process research and development (“IPR&D”). Accordingly, actual results could differ from those estimates and assumptions.
Principles of Consolidation	Principles of ConsolidationThe Consolidated Financial Statements include the accounts of Lisata Therapeutics, Inc. and its wholly owned and majority owned subsidiaries and affiliates. All intercompany activities have been eliminated in consolidation
Foreign Currency Remeasurement	Foreign Currency Remeasurement The Company’s reporting currency is the U.S. Dollar. The functional currency of Lisata Therapeutics Australia Pty Ltd., which is a foreign subsidiary of the Company, is the Australian Dollar. The assets and liabilities of Lisata Therapeutics Australia Pty Ltd. are translated into U.S. Dollars at the exchange rates in effect at each balance sheet date, and the results of operations are translated using the average exchange rates prevailing throughout the reporting period. Adjustments resulting from translating foreign functional currency financial statements into U.S. Dollars are included in the foreign currency translation adjustment, a component of accumulated other comprehensive income (loss) in stockholders' equity.
Concentration of Risks	Concentration of Risks The Company is subject to credit risk from its portfolio of cash, cash equivalents and marketable securities. Under its investment policy, the Company limits amounts invested in such securities by credit rating, maturity, industry group, investment type and issuer, except for securities issued by the U.S. government. Cash is held at major banks in the United States and may exceed federally insured limits. The goals of the Company's investment policy, in order of priority, are as follows: safety and preservation of principal and diversification of risk, liquidity of investments sufficient to meet cash flow requirements, and a competitive after-tax rate of return.
Marketable Securities	Marketable Securities The Company determines the appropriate classification of its marketable securities at the time of purchase and reevaluates such designation at each balance sheet date. All of the Company's marketable securities are considered as available-for-sale and carried at estimated fair values and reported in cash equivalents and marketable securities. Unrealized gains and losses on available-for-sale securities are excluded from net income and reported in accumulated other comprehensive income (loss) as a separate component of stockholders' equity. Other income (expense), net, includes interest, dividends, amortization of purchase premiums and discounts, realized gains and losses on sales of securities and other-than-temporary declines in the fair value of securities, if any. The cost of securities sold is based on the specific identification method. The Company regularly reviews all of its investments for other-than-temporary declines in fair value. The Company's review includes the consideration of the cause of the impairment, including the creditworthiness of the security issuers, the number of securities in an unrealized loss position, the severity and duration of the unrealized losses, whether the Company has the intent to sell the securities and whether it is more likely than not that it will be required to sell the securities before the recovery of their amortized cost basis. When the Company determines that the decline in fair value of an investment is below its accounting basis and this decline is other-than-temporary, it reduces the carrying value of the security it holds and records a loss for the amount of such decline.
Property and Equipment	Property and EquipmentThe cost of property and equipment is depreciated over the estimated useful lives of the related assets. Depreciation is computed on the straight-line method. Repairs and maintenance expenditures that do not extend original asset lives are charged to expense as incurred.
Long-lived Assets	Long-lived Assets Long-lived assets consist of property and equipment. The assets are amortized on a straight line basis over their respective useful lives. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset exceeds the fair value of the asset. If other events or changes in circumstances indicate that the carrying amount of an asset that the Company expects to hold and use may not be recoverable, the Company will estimate the undiscounted future cash flows expected to result from the use of the asset and/or its eventual disposition, and recognize an impairment loss, if any. The impairment loss, if determined to be necessary, would be measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets.
Share-Based Compensation	Share-Based Compensation The Company expenses all share-based payment awards to employees, directors, and consultants, including grants of stock options, warrants, and restricted stock, over the requisite service period based on the grant date fair value of the awards. For awards with performance-based vesting criteria, the Company estimates the probability of achievement of the performance criteria and recognizes compensation expense related to those awards expected to vest. The Company determines the fair value of option awards using the Black-Scholes option-pricing model which uses both historical and current market data to estimate the fair value. This method incorporates various assumptions such as the risk-free interest rate, expected volatility, expected dividend yield and expected life of the options or warrants. Stock based compensation expense also includes an estimate, which is made at the time of the grant, of the number of awards that are expected to be forfeited. The fair value of the Company’s restricted stock and restricted stock units is based on the closing market price of the Company’s common stock on the date of grant.
Loss Per Share	Loss Per ShareBasic loss per share is based on the weighted effect of all common shares issued and outstanding and is calculated by dividing net loss attributable to common stockholders by the weighted average shares outstanding during the period. Diluted loss per share is calculated by dividing net loss attributable to common stockholders by the weighted average number of common shares used in the basic loss per share calculation plus the number of common shares that would be issued assuming conversion of all potentially dilutive securities outstanding. Diluted loss per share is not presented as such potentially dilutive securities are anti-dilutive to losses incurred in all periods presented.
Treasury Stock	Treasury Stock Treasury stock purchases are accounted for under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock. Gains or losses on the subsequent reissuance of shares are credited or charged to additional paid in capital.
Research and Development Costs	Research and Development Costs Research and development (“R&D”) expenses include salaries, benefits, and other headcount related costs, clinical trial and related clinical manufacturing costs, contract and other outside service fees including sponsored research agreements, and facilities and overhead costs. The Company expenses the costs associated with research and development activities when incurred. To further drive the Company’s initiatives, the Company will continue targeting key governmental agencies, congressional committees and not-for-profit organizations to contribute funds for the Company’s research and development programs. The Company accounts for such grants as a deduction to the related expense in research and development operating expenses when earned.
In-process Research and Development Expense	In-process Research and Development Expense Upfront payments that relate to the acquisition of a new drug compound, as well as pre-commercial milestone payments, are immediately expensed as IPR&D in the period in which they are incurred, provided that the new drug compound did not also include processes or activities that would constitute a “business” as defined under U.S. GAAP, the drug has not achieved regulatory approval for marketing and, absent obtaining such approval, has no established alternative future use. The Company accounts for contingent consideration payable upon achievement of certain regulatory, development or sales milestones in such asset acquisitions when the underlying contingency is probable and estimable. Milestone payments made to third parties subsequent to regulatory approval will be capitalized as intangible assets and amortized over the estimated remaining useful life of the related product.
Intangible Assets	The intangible asset is reviewed for potential impairment when events or circumstances indicate that carrying amounts may not be recoverable.
Revenue Recognition	Revenue Recognition The Company evaluates license and collaboration arrangements to determine whether units of account within the arrangement exhibit the characteristics of a vendor and customer relationship. For arrangements and units of account where a customer relationship exists, the Company applies the revenue recognition guidance. The Company recognizes revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. To determine revenue recognition for contracts with customers the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligations. At contract inception, the Company assesses the goods or services promised within each contract and assesses whether each promised good or service is distinct and determines those that are performance obligations. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Taxes imposed by governmental authorities on the Company's revenue, such as sales taxes and withholding taxes, are excluded from net revenue. If a license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenues from non-refundable, upfront fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. If licenses are bundled with other performance obligations, the Company would utilize judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue.
Milestones, Royalties	Milestones At the inception of each arrangement that includes milestone payments (variable consideration), the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the Company or the Company’s collaboration partner’s control, such as regulatory approvals, are generally not considered probable of being achieved until those approvals are received. The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of such milestones and any related constraint, and if necessary, adjusts the Company’s estimate of the overall transaction price. Any such adjustments are allocated on a cumulative catch-up basis to satisfied and partially satisfied performance obligations, with the consideration allocated to an ongoing performance obligation being recognized over the period of performance. For the three and nine months ended September 30, 2023 and September 30, 2022, the Company has not recognized revenue related to milestones. Royalties For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and for which the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any royalty revenue from any collaborative arrangement.
Leases	The Company adopted ASU No. 2016-02, Leases (Topic 842) on January 1, 2019 and recognized leases with duration greater than 12 months on the balance sheet using the modified retrospective approach. The Company has an operating lease for one office which expires in 2025. The Company estimates its incremental borrowing rate at lease commencement to determine the present value of lease payments as most of the Company's leases do not provide an implicit rate of return. The Company recognizes lease expense on a straight-line basis over the lease term. For lease agreements entered into or reassessed after the adoption of Topic 842, the Company elected to account for non-lease components associated with its leases and lease components as a single lease component. The Company's lease includes an option for the Company to extend the lease term and/or sub-lease space in whole or in part.

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Property, Plant and Equipment

The estimated useful lives of property and equipment are as follows:


Furniture and fixtures			10 years
Computer equipment			3 years
Software			3 years
Leasehold improvements			Life of lease

Property and equipment consisted of the following (in thousands):


	September 30, 2023		December 31, 2022
Furniture and fixtures	$	—	$	25
Computer equipment	589		589
Leasehold improvements	72		99
Property and equipment, gross	661		713
Accumulated depreciation	(457)		(417)
Property and equipment, net	$	204	$	296

Accrued Liabilities

9 Months Ended

Sep. 30, 2023

Accrued Liabilities [Abstract]

Accrued Liabilities

Accrued liabilities as of September 30, 2023 and December 31, 2022 were as follows (in thousands):


	September 30, 2023		December 31, 2022
Salaries, employee benefits and related taxes	$	2,366	$	2,586
Clinical and R&D related liabilities	915		785
Accounting & tax consulting liabilities	230		—
Operating lease liabilities — current	164		180
Other	145		177
Total	$	3,820	$	3,728

The Business	9 Months Ended
The Business	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
The Business	The Business Overview Lisata Therapeutics, Inc. (together with its subsidiaries, the “Company”) is a clinical-stage pharmaceutical company dedicated to the discovery, development, and commercialization of innovative therapies for the treatment of solid tumors and other major diseases. The Company's lead investigational product candidate, LSTA1, is designed to activate a novel uptake pathway that allows co-administered or tethered (i.e., molecularly bound) anti-cancer drugs to penetrate solid tumors more effectively. LSTA1 actuates this active transport system in a tumor-specific manner, resulting in systemically co-administered anti-cancer drugs more efficiently penetrating and accumulating in the tumor, while normal tissues are unlikely to be affected. LSTA1 also has the potential to modify the tumor microenvironment (“TME”), thereby making tumors more susceptible to immunotherapies and inhibiting the metastasis cascade (i.e., the spread of cancer to other parts of the body). The Company and its collaborators have amassed significant non-clinical data demonstrating enhanced delivery of a range of existing and emerging anti-cancer therapies, including chemotherapeutics, immunotherapies and RNA-based therapeutics. To date, LSTA1 has also demonstrated favorable safety, tolerability and activity in completed and ongoing clinical trials designed to enhance delivery of standard-of-care chemotherapy for pancreatic cancer. The Company is exploring the potential of LSTA1 to enable a variety of treatment modalities to treat a range of solid tumors more effectively. In addition, the Company has development programs based on its autologous CD34+ cell therapy technology platform that it is seeking to partner while incurring no additional capital outlay. The Company's leadership team has decades of collective biopharmaceutical and pharmaceutical product development experience across a variety of therapeutic categories and at all stages of development from preclinical through to product registration and launch. Its goal is to develop and commercialize products that address important unmet medical needs. The Company’s current development pipeline includes: •LSTA1, the subject of Phase 1b/2a and 2b clinical studies being conducted globally in a variety of solid tumor types, including, metastatic pancreatic ductal adenocarcinoma (mPDAC) and other forms of pancreatic cancer, cholangiocarcinoma, esophageal cancer, head and neck cancer, appendiceal cancer, colon cancer and glioblastoma multiforme in combination with a variety of anti-cancer regimens. Merger with Cend Therapeutics, Inc. and Name Change On September 15, 2022, the Company, then operating as Caladrius Biosciences, Inc. (“Caladrius”), completed its acquisition of Cend Therapeutics, Inc. (“Cend”), a Delaware corporation (the “Merger”), in accordance with the terms of the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated as of April 26, 2022, by and among Caladrius, Cend and CS Cedar Merger Sub, Inc. (“Merger Sub”). Pursuant to the terms set forth in the Merger Agreement and effective September 15, 2022 (the “Effective Time”): (i) Merger Sub merged with and into Cend, with Cend surviving as a wholly owned subsidiary of Caladrius, (ii) Caladrius changed its name to Lisata Therapeutics, Inc., and (iii) Caladrius effected a 1:15 reverse stock split of its common stock (“Reverse Stock Split”) prior to the Effective Time. At the Effective Time, each share of Cend's common stock outstanding immediately prior to the Effective Time was converted into the right to receive shares of Lisata’s common stock based on an exchange ratio of 0.5338, after taking into account the Reverse Stock Split (the “Exchange Ratio”). In connection with the Merger close, the Company issued an aggregate of 3,772,768 shares of common stock, based on the Exchange Ratio, to holders of Cend, in exchange for all of the Cend capital stock outstanding immediately prior to the closing of the Merger. Pursuant to the Merger Agreement, Lisata assumed all of the outstanding and unexercised options to purchase shares of Cend capital stock under the 2016 Equity Incentive Plan (the “Cend Plan”), and, in connection with the Merger, such options were converted into options to purchase shares of Lisata’s common stock based on the Exchange Ratio. At the closing of the Merger at the Effective Time, the Company assumed Cend's stock options to purchase an aggregate of 1,227,776 shares of the Company's common stock. Caladrius was considered to be the accounting acquirer based on the terms of the Merger Agreement and certain factors including: (i) Caladrius owned approximately 52% of the Company's outstanding shares of common stock immediately following the close of the Merger; (ii) although both entities contributed to the new management team of Lisata, the Caladrius team provided a vast majority of the individuals on the management team and holds the chief executive officer (“CEO”), chief medical officer (“CMO”) and other senior management roles; (iii) Caladrius paid a premium to acquire Cend’s assets; and (iv) Caladrius was significantly larger than Cend regarding total assets, operations, and research and development activities. The Merger was accounted for as an asset acquisition as substantially all of the fair value is concentrated in in-process research and development (“IPR&D”). Cend’s assets (except for cash and working capital) were measured and recognized as an allocation of the transaction price based on their relative fair values as of the transaction date with any value associated with IPR&D with no alternative future use being expensed as reported in the consolidated statement of operations. Operating results presented in the consolidated statements of operations and comprehensive loss prior to the Merger are solely related to Caladrius Biosciences, Inc. and subsidiaries. Reverse Stock Split On September 14, 2022, in connection with the Merger, the Company implemented the Reverse Stock Split, as authorized at the annual meeting of stockholders on September 13, 2022. The Reverse Stock Split became effective on September 14, 2022 at 5:00 pm and the Company's common stock began trading on The Nasdaq Capital Market on a post-split basis at the open of business on September 15, 2022. As of September 14, 2022, every fifteen shares of the Company’s issued and outstanding common stock (and such shares held in treasury) were automatically converted into one share of common stock, without any change in the par value per share. In addition, proportionate adjustments were made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options, stock appreciation rights, convertible notes and warrants to purchase shares of common stock, the number of shares issuable upon the vesting of all restricted stock awards, and the number of shares of common stock reserved for issuance pursuant to the Company’s equity incentive compensation plans. Any stockholder who would otherwise be entitled to a fractional share of common stock created as a result of the Reverse Stock Split received a cash payment equal to the product of such resulting fractional interest in one share of common stock multiplied by the closing trading price of the common stock on September 15, 2022. The Reverse Stock Split was effectuated in order to increase the per share trading price of our common stock to satisfy the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market. All share and per share amounts of common stock, options and warrants in the accompanying financial statements have been restated for all periods presented to give retroactive effect to the Reverse Stock Split. Accordingly, the consolidated statements of equity reflect the impact of the Reverse Stock Split by reclassifying from “common stock” to “additional paid-in capital” in an amount equal to the par value of the decreased shares resulting from the Reverse Stock Split. Basis of Presentation The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the accompanying Consolidated Financial Statements of the Company and its subsidiaries, which are unaudited, include all normal and recurring adjustments considered necessary to present fairly the Company’s financial position as of September 30, 2023, and the results of its operations and its cash flows for the periods presented. The unaudited consolidated financial statements herein should be read together with the historical consolidated financial statements of the Company for the years ended December 31, 2022 and 2021 included in our 2022 Form 10-K. Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Estimates also affect the reported amounts of expenses during the reporting period. The Company bases its estimates on historical experience and other assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The Company makes critical estimates and assumptions in determining stock-based awards values and the valuation of the Merger which was accounted for as an asset acquisition as substantially all of the fair value is concentrated in in-process research and development (“IPR&D”). Accordingly, actual results could differ from those estimates and assumptions. Principles of Consolidation The Consolidated Financial Statements include the accounts of Lisata Therapeutics, Inc. and its wholly owned and majority owned subsidiaries and affiliates. All intercompany activities have been eliminated in consolidation. Foreign Currency Remeasurement The Company’s reporting currency is the U.S. Dollar. The functional currency of Lisata Therapeutics Australia Pty Ltd., which is a foreign subsidiary of the Company, is the Australian Dollar. The assets and liabilities of Lisata Therapeutics Australia Pty Ltd. are translated into U.S. Dollars at the exchange rates in effect at each balance sheet date, and the results of operations are translated using the average exchange rates prevailing throughout the reporting period. Adjustments resulting from translating foreign functional currency financial statements into U.S. Dollars are included in the foreign currency translation adjustment, a component of accumulated other comprehensive income (loss) in stockholders' equity.

Stockholders' Equity - Equity Issuances (Details) - USD ($)	9 Months Ended		28 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Dec. 31, 2022	Sep. 15, 2022	Mar. 22, 2022	Jun. 04, 2021
Class of Stock [Line Items]
Outstanding stock threshold						$ 75,000,000
Net proceeds from issuance of common stock	$ 297,000	$ 29,000
Number of common shares of the combined company owned by Cend stockholders (in shares)	8,139,449		8,139,449	7,866,061
CEND
Class of Stock [Line Items]
Number of common shares of the combined company owned by Cend stockholders (in shares)					3,772,768
ATM Agreement
Class of Stock [Line Items]
Aggregate offering amount authorized per agreement							$ 50,000,000
Common stock, value, outstanding							43,600,000
Sale of stock available for sale							$ 17,698,943
Percentage held by non-affiliates							33.00%
Stock issued (in shares)	64,394		64,394
Net proceeds from issuance of common stock	$ 270,774		$ 270,774

Available-for-Sale-Securities - Available-for-Sale Securities by Contractual Maturity (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Amortized Cost
Less than one year	$ 51,086
Greater than one year	0
Cost	51,086	$ 64,758
Estimated Fair Value
Less than one year	51,069
Greater than one year	0
Total estimated fair value	$ 51,069	$ 64,740

Merger (Details) - USD ($) $ / shares in Units, $ in Thousands	Sep. 15, 2022	Sep. 30, 2023	Dec. 31, 2022
Asset Acquisition [Line Items]
Number of common shares of the combined company owned by Cend stockholders (in shares)		8,139,449	7,866,061
CEND
Asset Acquisition [Line Items]
Number of common shares of the combined company owned by Cend stockholders (in shares)	3,772,768
Multiplied by the fair value per share of Lisata common stock on September 15, 2022	$ 6.25
Total	$ 23,580
Carrying value of Lisata's cost method investment in Cend	10,000
Incremental fair value of Cend's fully vested stock options	2,136
Lisata transaction costs	382
Total purchase price	36,098
Cash and cash equivalents	7,062
Net working capital (excluding cash)	(1,690)
Other liabilities	(22)
Acquired in-process research and development	30,393
License	$ 355

Operating Leases - Narrative (Details)	Sep. 30, 2023	Dec. 31, 2022
Leases [Abstract]
Weighted average remaining lease term for operating leases (in years)	2 years	1 year 6 months
Weighted average discount rate for operating leases (percent)	9.625%	9.625%

Operating Leases - Balance Sheet Presentation (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Right-of-Use Assets:
Right-of-use assets	$ 348	$ 487
Operating Lease Liabilities:
Operating lease liabilities, current	164	180
Operating lease liabilities, noncurrent	181	305
Operating lease liabilities	$ 345	$ 485
Right-of-use assets, balance sheet line item	Other assets	Other assets
Operating lease liabilities, current, balance sheet line item	Accrued liabilities
Operating lease liabilities, noncurrent, balance sheet line item	Other long-term liabilities

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
ASSETS
Cash and cash equivalents	$ 32,428	$ 32,154
Marketable securities	21,966	37,072
Prepaid and other current assets	2,839	2,650
Total current assets	57,233	71,876
Property and equipment, net	204	296
Acquired license - intangible	281	334
Other assets	371	528
Total assets	58,089	73,034
Liabilities
Accounts payable	1,312	2,655
Accrued liabilities	3,820	3,728
Total current liabilities	5,132	6,383
Other long-term liabilities	253	327
Total liabilities	5,385	6,710
Commitments and Contingencies (Note 14)
Stockholders' Equity
Common stock, $0.001 par value, authorized 33,333,333 shares; issued 8,140,187 and 7,866,799 shares at September 30, 2023 and December 31, 2022, respectively; and outstanding, 8,139,449 and 7,866,061 shares at September 30, 2023 and December 31, 2022, respectively	8	8
Additional paid-in capital	576,474	574,548
Treasury stock, at cost; 738 shares at September 30, 2023 and December 31, 2022	(708)	(708)
Accumulated deficit	(522,716)	(507,241)
Accumulated other comprehensive loss	(100)	(29)
Total Lisata Therapeutics, Inc. stockholders' equity	52,958	66,578
Non-controlling interests	(254)	(254)
Total stockholders' equity	52,704	66,324
Total liabilities, non-controlling interests and stockholders' equity	$ 58,089	$ 73,034

Available-for-Sale-Securities - Classification of Available-for-Sale Securities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Debt Securities, Available-for-Sale [Abstract]
Cash equivalents	$ 29,103	$ 27,668
Marketable securities	21,966	37,072
Total	$ 51,069	$ 64,740

Contingencies	9 Months Ended
Contingencies	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Contingencies	Contingencies Contingencies From time to time, the Company is subject to legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. While the outcome of pending claims cannot be predicted with certainty, the Company does not believe that the outcome of any pending claims will have a material adverse effect on the Company's financial condition or operating results. In May 2021, Cend received a written threat of litigation on behalf of a Chinese entity called Lingmed Limited (“Lingmed”) claiming Lingmed was entitled to a success fee based on Cend’s Collaboration and License Agreement with Qilu Pharmaceuticals. Cend responded by denying that Lingmed is entitled to a success fee under the terms of their agreement. In May 2022, Cend was served with a complaint filed by Lingmed in the San Diego County Superior Court, alleging claims for breach of contract, fraud and declaratory relief. Cend’s response to the complaint was filed on June 6, 2022. Lingmed filed an answer to Cend’s response on July 11, 2022. At a Case Management Conference held on August 4, 2023, the Court set a trial date in the matter for August 2, 2024. The Company denies these allegations made by Lingmed and intends to vigorously defend itself.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Statement of Comprehensive Income [Abstract]
Net loss	$ (5,261)	$ (37,383)	$ (15,475)	$ (48,235)
Available for sale securities - net unrealized gain	0	5	1	5
Cumulative translation adjustment arising during the period	(50)	(25)	(72)	(25)
Total other comprehensive loss	(50)	(20)	(71)	(20)
Comprehensive loss attributable to Lisata Therapeutics, Inc. common stockholders	$ (5,311)	$ (37,403)	$ (15,546)	$ (48,255)

- Definition

Amount after tax and reclassification adjustments of other comprehensive income (loss).

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+ Details

Australia Research and Development Tax Incentive	9 Months Ended
Australia Research and Development Tax Incentive	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Australia Research and Development Tax Incentive	Australia Research and Development Tax IncentiveThe Company’s Australian subsidiary, which conducts core research and development activities, is eligible to receive a refundable tax incentive between 43.5% to 48.5% (depending upon the income tax rate) for qualified research and development activities. As of the nine months ended September 30, 2023, $0.5 million was recorded as an income tax incentive receivable in prepaid and other current assets in the consolidated balance sheets, as the Company determined that the expenses met the eligibility criteria and the amounts claimed are expected to be received shortly after the related tax returns are filed. On September 4, 2023 the Company's Australian subsidiary received a $0.6 million tax refund from the Australian Taxation Office related to the 2022 tax year.

Research Collaboration and License Agreement (Details) - USD ($)		1 Months Ended	3 Months Ended		9 Months Ended
	Sep. 14, 2022	Feb. 28, 2021	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Revenue from contract			$ 0	$ 0	$ 0	$ 0
Exclusive License and Collaboration Agreement \| Qilu \| License
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Contract with customer, liability		$ 10,000,000
Revenue from contract	$ 5,000,000
Option to terminate		60 days
Exclusive License and Collaboration Agreement \| Qilu \| License \| Minimum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Variable consideration amounts, milestones		$ 95,000,000
Percentage of net sale		10.00%
Percentage of sublicensing revenues		12.00%
Exclusive License and Collaboration Agreement \| Qilu \| License \| Maximum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Variable consideration amounts, milestones		$ 125,000,000
Percentage of net sale		15.00%
Percentage of sublicensing revenues		35.00%

Operating Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Finance Minimum Lease Payments
2023	$ 48
2024	190
2025	143
Total lease payments	381
Less: Amounts representing interest	(36)
Present value of lease liabilities	$ 345	$ 485

Technology Transfer Agreement	9 Months Ended
Technology Transfer Agreement	Sep. 30, 2023
Technology Transfer Agreement [Abstract]
Technology Transfer Agreement	Technology Transfer Agreement Impilo Therapeutics In July 2023, the Company entered into a technology transfer agreement with Impilo Therapeutics (“Impilo”) under which the Company transferred its rights to its tumor penetrating nanocomplex (TPN) platform to Impilo. As consideration for the technology transfer, Impilo issued a total of 766,000 shares of its pre-seed preferred stock to the Company. On October 3, 2023 in connection with the Sanford Burnham Prebys license agreement (Note 16) Impilo cancelled the original stock certificate for 766,000 shares and reissued 574,500 shares of its pre-seed preferred stock to the Company.

Property and Equipment (Tables)

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

The estimated useful lives of property and equipment are as follows:


Furniture and fixtures			10 years
Computer equipment			3 years
Software			3 years
Leasehold improvements			Life of lease

Property and equipment consisted of the following (in thousands):


	September 30, 2023		December 31, 2022
Furniture and fixtures	$	—	$	25
Computer equipment	589		589
Leasehold improvements	72		99
Property and equipment, gross	661		713
Accumulated depreciation	(457)		(417)
Property and equipment, net	$	204	$	296

Australia Research and Development Tax Incentive (Details) - USD ($) $ in Millions		9 Months Ended
	Sep. 04, 2023	Sep. 30, 2023
Income Tax Holiday [Line Items]
Income tax incentive receivable		$ 0.5
Australian Taxation Office
Income Tax Holiday [Line Items]
Income tax refunds	$ 0.6
Minimum
Income Tax Holiday [Line Items]
Research tax credit rate		43.50%
Maximum
Income Tax Holiday [Line Items]
Research tax credit rate		48.50%

Share-Based Compensation - Fair Value of Shares Vested and Weighted Average Estimated Fair Value of Shares Granted (Details) - Stock options - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total fair value of shares vested	$ 1,001	$ 853
Weighted average estimated fair value of shares granted	$ 2.10	$ 1.23

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Share-Based Compensation

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Share-Based Compensation

We utilize share-based compensation in the form of stock options, restricted stock, and restricted stock units. The following table summarizes the components of share-based compensation expense for the three and nine months ended September 30, 2023 and 2022 (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Research and development	$	103	$	271	$	517	$	631
General and administrative	203		769		1,048		1,537
Total share-based compensation expense	$	306	$	1,040	$	1,565	$	2,168

Total compensation cost related to unvested awards not yet recognized and the weighted-average periods over which the awards were expected to be recognized at September 30, 2023 were as follows (in thousands):


	Stock Options		Restricted Stock Units		Restricted Stock
Unrecognized compensation cost	$	221	$	161	$	483
Expected weighted-average period in years of compensation cost to be recognized	1.85		1.10		1.69

Total fair value of shares vested and the weighted average estimated fair values of shares granted for the nine months ended September 30, 2023 and 2022 were as follows (in thousands):


	Stock Options
	Nine Months Ended September 30,
	2023		2022
Total fair value of shares vested	$	1,001	$	853
Weighted average estimated fair value of shares granted	$	2.10	$	1.23

Valuation Assumptions

The fair value of stock options at the date of grant was estimated using the Black-Scholes option pricing model. The expected volatility is based upon historical volatility of the Company’s stock. The expected term for the options is based upon observation of actual time elapsed between date of grant and exercise of options for all employees. The expected term for the warrants is based upon the contractual term of the warrants.

Merger (Tables)

9 Months Ended

Sep. 30, 2023

Asset Acquisition [Abstract]

Asset Acquisition

The following table is a summary of the purchase price calculation (in thousands except per share data).






Number of common shares of the combined company owned by Cend stockholders			3,772,768
Multiplied by the fair value per share of Lisata common stock on September 15, 2022			$6.25
Total			$23,580
Carrying value of Lisata's cost method investment in Cend			10,000
Incremental fair value of Cend's fully vested stock options			2,136
Lisata transaction costs			382
Total purchase price			$36,098

The allocation of the purchase price was as follows (amounts in thousands):






Cash and cash equivalents			$7,062
Net working capital (excluding cash)			(1,690)
Other liabilities			(22)
Acquired in-process research and development			30,393
License			355

Net assets acquired			$36,098

Income (Loss) Per Share (Details) - shares shares in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	1,321	1,399
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	1,422	1,424
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	202	48

Available-for-Sale-Securities (Tables)

9 Months Ended

Sep. 30, 2023

Debt Securities, Available-for-Sale [Abstract]

Schedule of Available-for-sale Securities Reconciliation

The following table is a summary of available-for-sale securities recorded in cash and cash equivalents or marketable securities in our Consolidated Balance Sheets (in thousands):


	September 30, 2023								December 31, 2022
	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value

Corporate debt securities	$	28,828	$	—	$	(16)	$	28,812	$	44,308	$	—	$	(17)	$	44,291
Commercial paper	1,978		—		—		1,978		7,953		—		—		7,953
Money market funds	13,572		—		—		13,572		4,871		—		—		4,871
Agency bonds	1,987		—		(1)		1,986		—		—		—		—
Treasury bills	3,996		—		—		3,996		—		—		—		—
Municipal debt securities	725		—		—		725		7,626		—		(1)		7,625
Total	$	51,086	$	—	$	(17)	$	51,069	$	64,758	$	—	$	(18)	$	64,740

Schedule of Marketable Securities


	September 30, 2023		December 31, 2022
Cash equivalents	$	29,103	$	27,668
Marketable securities	21,966		37,072
Total	$	51,069	$	64,740

Investments Classified by Contractual Maturity Date

The following table summarizes our portfolio of available-for-sale securities by contractual maturity (in thousands):


	September 30, 2023
	Amortized Cost		Estimated Fair Value
Less than one year	$	51,086	$	51,069
Greater than one year	—		—
Total	$	51,086	$	51,069

Stockholders' Equity - Stock Options and Warrants (Details) - USD ($)	6 Months Ended	9 Months Ended	12 Months Ended
	Jun. 30, 2023	Sep. 30, 2023	Dec. 31, 2022
Stock Options, Shares
Options, Outstanding, Beginning of Period (in shares)	1,391,352	1,391,352
Options, Granted (in shares)		180,896
Options, Exercised (in shares)	(1,227,776)	(82,500)
Options, Forfeited (in shares)		(144,594)
Options, Expired (in shares)		(24,603)
Options, Outstanding, End of Period (in shares)		1,320,551	1,391,352
Options, Vested and expected to vest (in shares)		1,316,134
Options, Vested (in shares)		1,229,103
Stock Options, Weighted Average Exercise Price
Options, Outstanding. Beginning of Period (in dollars per share)	$ 10.83	$ 10.83
Options, Granted (in dollars per share)		3.46
Options, Exercised (in dollars per share)		1.88
Options, Forfeited (in dollars per share)		3.63
Options, Expired (in dollars per share)		29.60
Options, Outstanding, End of Period (in dollars per share)		10.82	$ 10.83
Options, Vested and expected to vest (in dollars per share)		10.84
Options, Vested (in dollars per share)		$ 11.25
Stock Options, Weighted Average Contractual Term and Intrinsic Value
Options, Outstanding, Weighted Average Remaining Contractual Term		6 years 3 months 18 days	7 years 10 days
Options, Vested and expected to vest, Weighted Average Remaining Contractual Term		6 years 3 months 14 days
Options, Vested, Weighted Average Remaining Contractual Term		6 years 1 month 2 days
Options, Outstanding, Aggregate Intrinsic Value		$ 78,700	$ 187,600
Options, Vested and expected to vest, Aggregate Intrinsic Value		78,700
Options, Vested, Aggregate Intrinsic Value		$ 78,200
Warrants, Shares
Warrants, Outstanding, Beginning of Period (in shares)	1,423,774	1,423,774
Warrants, Granted (in shares)		0
Warrants, Exercised (in shares)		0
Warrants, Forfeited (in shares)		0
Warrants, Expired (in shares)		(2,000)
Warrants, Outstanding, End of Period (in shares)		1,421,744	1,423,774
Warrants, Vested and expected to vest (in shares)		1,421,744
Warrants, Vested (in shares)		1,421,744
Warrants, Weighted Average Exercise Price
Warrants Outstanding, Beginning of Period (in dollars per share)	$ 42.57	$ 42.57
Warrants, Granted (in dollars per share)		0
Warrants, Exercised (in dollars per share)		0
Warrants, Forfeited (in dollars per share)		0
Warrants, Expired (in dollars per share)		88.35
Warrants Outstanding, End of Period (in dollars per share)		42.51	$ 42.57
Warrants, Weighted Average Exercise Price, Vested or expected to vest in the future (in dollars per share)		42.51
Warrants, Vested, Weighted Average Exercise Price (in dollars per share)		$ 42.51
Warrants, Weighted Average Contractual Term and Intrinsic Value
Warrants, Outstanding, Weighted Average Remaining Contractual Term		2 years 8 months 1 day	3 years 4 months 13 days
Warrants, Vested and expected to vest, Weighted Average Remaining Contractual Term		2 years 8 months 1 day
Warrants, Vested, Weighted Average Remaining Contractual Term		2 years 8 months 1 day
Warrants Outstanding, Aggregate Intrinsic Value		$ 0	$ 0
Warrants, Vested and expected to vest, Aggregate Intrinsic Value		0
Warrants, Vested, Aggregate Intrinsic Value		$ 0

The Business (Details)	Jul. 01, 2023	Sep. 15, 2022 shares
Asset Acquisition [Line Items]
Number of shares authorized to be repurchased (in shares)		1,227,776
Percentage of ownership after transaction		52.00%
Caladrius
Asset Acquisition [Line Items]
Conversion ratio	0.067
CEND
Asset Acquisition [Line Items]
Conversion ratio		0.5338
Shares issued (in shares)		3,772,768

Technology Transfer Agreement (Details) - Impilo - shares	Oct. 03, 2023	Jul. 31, 2023
Investments in and Advances to Affiliates [Line Items]
Investment owned (in shares)		766,000
Subsequent event
Investments in and Advances to Affiliates [Line Items]
Shares canceled (in shares)	766,000
Preferred stock, shares issued (in shares)	574,500

Stockholders' Equity - Restricted Stock and Restricted Stock Units (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued (in shares)	159,950	70,740
Value of shares issued	$ 480	$ 973
Weighted average estimated fair value (usd per share)	$ 3.00	$ 12.46
Restricted Stock \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting term	1 year
Restricted Stock \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting term	4 years
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued (in shares)	188,850	111,170
Value of shares issued	$ 567	$ 1,386
Vesting term	1 year

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Property and Equipment (Details) - USD ($) $ in Thousands	9 Months Ended
Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 661		$ 713
Accumulated depreciation	(457)		(417)
Property and equipment, net	204		296
Depreciation	89	$ 22
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross	0		25
Computer equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	589		589
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 72		$ 99

Research Collaboration and License Agreement	9 Months Ended
Research Collaboration and License Agreement	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Research Collaboration and License Agreement	License Agreements Sanford Burnham Prebys In December 2015, Cend entered into a license agreement with Sanford Burnham Prebys (“SBP”) under which Cend was granted an exclusive, worldwide, royalty-bearing license to certain patent rights and know-how controlled by SBP related to the development of LSTA1. At the time the license agreement was entered into, Cend’s founding shareholder was an executive at SBP. The agreement provides the Company with the rights to grant and authorize sublicenses to use, sell, and otherwise exploit the patent rights. As consideration for the license, Cend issued a total of 382,030 shares of common stock, as adjusted for the Reverse Stock Split and Exchange Ratio. The Company is required to pay an annual license maintenance fee of $10,000 increasing to $20,000 on year seven of the agreement. The Company could also be required to make milestone payments to SBP upon completion of certain regulatory and commercial milestones. The aggregate potential milestone payments are approximately $10.6 million. The Company has also agreed to pay SBP royalties of 4% of net sales of products sold by the Company, or through a sublicense, subject to certain reductions. Additionally, the Company is obligated to pay SBP 25% of any sublicensing income, which, pursuant to the technology transfer agreement with Impilo, resulted in SBP receiving 191,500 shares of the Company’s pre-seed preferred stock in Impilo on October 3, 2023. The agreement will expire upon the later of (i) the final abandonment of all pending patent applications within the licensed patents or (ii) the expiration of the last to expire patent within the licensed patents. The agreement may be terminated in its entirety by the Company at any time by giving SBP sixty days’ prior written notice. The agreement may be terminated in its entirety by SBP if the Company, at any time, defaults in the payment of any sum when due and fails to make such payment within thirty days after receipt of written notice. The agreement may be terminated in its entirety by either SBP or the Company (i) in the event of an uncured material breach by the other party, or (ii) in the event the other party (a) files for, or is involuntarily petitioned with, bankruptcy (other than dissolution or winding up for the purposes of reconstruction or amalgamation), (b) makes an assignment of all or substantially all of its assets for the benefit of creditors, or (c) has a receiver or trustee is appointed and is unable to secure a dismissal, stay or other suspension of such proceedings within thirty days. Upon termination of the agreement for any reason, all rights and obligations of the Company with respect to the patents and patent applications shall terminate and revert to SBP. In October 2021, Cend entered into a license agreement with SBP under which Cend was granted an exclusive, royalty-bearing license to certain patent rights and know-how controlled by SBP. The agreement provides Cend with the rights to grant and authorize sublicenses to use, sell, and otherwise exploit the patent rights. The Company is required to pay an annual license maintenance fee of $20,000, increasing to $30,000 on year four of the agreement. Further, the Company could be required to make milestone payments to SBP upon completion of certain regulatory and commercial milestones. The aggregate potential milestone payments are approximately $23.2 million. The Company is obligated to pay SBP royalties of 4% of net sales of products sold by the Company or through a sublicense, subject to certain reductions. Additionally, the Company is obligated to pay SBP varying sublicense fees, ranging from 10% to 25%, dependent on when the related milestones are reached. On September 14, 2023, pursuant to the technology transfer agreement with Impilo, the license was assigned in full to Impilo. SBP owned 382,030 shares of the Company’s common stock as of September 30, 2023 and is a related party. University of California at San Diego In March 2021, Cend entered into a license agreement with the University of California at San Diego (“UCSD”) under which Cend was granted an exclusive, royalty-bearing license to certain patent rights related to the development of nano-particles to modulate immune response. The agreement provides the Company with the rights to grant and authorize sublicenses to use, sell and otherwise exploit the patent rights. The Company could be required to make milestone payments to UCSD upon completion of certain regulatory and commercial milestones. The aggregate potential milestone payments are approximately $1.2 million. The Company has also agreed to pay UCSD royalties of 1.5% of net sales of products sold by the Company or through a sublicense, subject to certain reductions. Additionally, the Company agreed to pay UCSD varying sublicense fees, ranging from 10% to 20%, dependent on when the related milestones are reached. The agreement will expire upon the expiration of the longest-lived patent rights. The agreement may be terminated in its entirety by the Company at any time by giving UCSD ninety days’ prior written notice. The agreement may be terminated in its entirety by UCSD if the Company, at any time, (i) fails to perform or violates any term of the agreement and fails to cure the default within sixty days. Upon termination of the agreement for any reason, UCSD may terminate a sublicensee but will allow the Company to assign any sublicenses to UCSD provided a) that the sublicensee is in good standing upon termination of the agreement with the Company; and b) the sublicensee is not currently involved in litigation as an adverse party to UCSD. On August 2, 2023, pursuant to the technology transfer agreement with Impilo, the license was assigned in full to Impilo. Massachusetts Institute of Technology In October 2021, Cend entered into a license agreement with the Massachusetts Institute of Technology ("MIT") under which Cend was granted an exclusive, royalty-bearing license to certain patent rights related to the development of tissue specific delivery of interfering RNA. The agreement provides the Company with the rights to grant and authorize sublicenses to use, sell, and otherwise exploit the patent rights. As consideration for the license, Cend issued a total of 43,236 shares of common stock, as adjusted for the Reverse Stock Split and Exchange Ratio. The Company is required to pay an annual license maintenance fee of $20,000, increasing to $25,000 for year two and three of the agreement, increasing to $50,000 on year four of the agreement and thereafter until the first commercial sale, and increasing to $150,000 each year of the agreement after the first sale. Further, the Company could be required to make milestone payments to MIT upon completion of certain regulatory and commercial milestones. The aggregate potential milestone payments are approximately $5.0 million. The Company has also agreed to pay MIT royalties of 2% of net sales of products sold by the Company or through a sublicense, subject to certain reductions. Additionally, the Company is obligated to pay MIT varying sublicense fees, ranging from 3% to 20%, depending on when the related milestones are reached. In connection with the close of the Merger, the Company was required to pay MIT a change of control fee of $0.3 million. The agreement expires upon the expiration or abandonment of all valid claims. The agreement may be earlier terminated in its entirety by the Company at any time by giving MIT six months prior written notice. The agreement may also be terminated in its entirety by MIT if the Company, at any time, (i) defaults in the payment of any sum when due and fails to make such payment within thirty days after receipt of written notice, or (ii) commits a material breach of its obligations under the agreement (aside from item (i)) and fails to cure that breach within sixty days after receipt of written notice. Upon termination of the agreement for any reason, the rights and licenses granted to the Company shall terminate and revert to MIT. Upon termination of the agreement for any reason, MIT may terminate a sublicensee but will allow the Company to assign any sublicenses to MIT provided that the sublicensee is in good standing upon termination of the agreement with the Company. On June 30, 2023, in accordance with the provisions of the license agreement, the Company provided notice to MIT that the license agreement would terminate effective December 30, 2023. Until such date, the license remains in full force and effect. MIT owned 43,236 shares of the Company’s common stock as of September 30, 2023. Research Collaboration and License Agreement Exclusive License and Collaboration Agreement In February 2021, Cend entered into an Exclusive License and Collaboration Agreement (the “Qilu Agreement”) in which Cend granted an exclusive license to Qilu for the development and commercialization of LSTA1 in the Territory (defined as the Greater Area of China including China, Macau, Hong Kong, and Taiwan). Under the terms of the agreement, Qilu is solely responsible for the development of LSTA1 in its Territory. In consideration for the license, Qilu made an upfront payment of $10 million to Cend, which was recognized as revenue by Cend prior to the Merger. In addition, Cend received and recognized as revenue a $5 million development milestone prior to the Merger. The Company is eligible to receive additional developmental and commercial milestone payments up to $95 million and $125 million, respectively, tiered royalties on net sales ranging from 10% to 15%, and tiered sublicensing revenues ranging from 12% to 35%. Unless terminated early, the Qilu Agreement will continue in effect until the expiration of all Qilu payment obligations. Either party may terminate the Qilu Agreement if an undisputed material breach by the other party is not cured within a defined period of time, or upon notice for insolvency-related events of the other party that are not discharged within a defined time period. Qilu may terminate the Qilu Agreement in its entirety, at any time with at least sixty days written notice. All rights and obligations of Qilu with respect to such licensed patents and patent applications would terminate.

Fair Value Measurements (Details) - Recurring - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	$ 29,103	$ 27,668
Marketable securities - available for sale	21,966	37,072
Assets, fair value disclosure	51,069	64,740
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	29,103	27,668
Marketable securities - available for sale	0	0
Assets, fair value disclosure	29,103	27,668
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	0	0
Marketable securities - available for sale	21,966	37,072
Assets, fair value disclosure	21,966	37,072
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	0	0
Marketable securities - available for sale	0	0
Assets, fair value disclosure	$ 0	$ 0

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Operating Expenses:
Research and development	$ 3,380	$ 3,335	$ 9,721	$ 9,853
In-process research and development	0	30,393	0	30,393
General and administrative	2,584	3,992	9,962	10,815
Total operating expenses	5,964	37,720	19,683	51,061
Operating loss	(5,964)	(37,720)	(19,683)	(51,061)
Other income (expense):
Investment income, net	714	337	2,053	496
Other expense, net	(11)	0	(175)	(149)
Total other income (expense)	703	337	1,878	347
Net loss before benefit from income taxes and noncontrolling interests	(5,261)	(37,383)	(17,805)	(50,714)
Benefit from income taxes	0	0	(2,330)	(2,479)
Net loss	(5,261)	(37,383)	(15,475)	(48,235)
Less - net income attributable to noncontrolling interests	0	0	0	0
Net loss attributable to Lisata Therapeutics, Inc. common stockholders	$ (5,261)	$ (37,383)	$ (15,475)	$ (48,235)
Basic and diluted loss per share
Lisata Therapeutics, Inc. common stockholders- basic (in usd per share)	$ (0.65)	$ (7.88)	$ (1.92)	$ (11.28)
Lisata Therapeutics, Inc. common stockholders - diluted (in usd per share)	$ (0.65)	$ (7.88)	$ (1.92)	$ (11.28)
Weighted average common shares outstanding
Basic shares (in shares)	8,141	4,747	8,050	4,276
Diluted shares (in shares)	8,141	4,747	8,050	4,276

Available-for-Sale-Securities - Schedule of Available-for-Sale Securities Reconciliation (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Debt Securities, Available-for-sale [Line Items]
Cost	$ 51,086	$ 64,758
Gross Unrealized Gains	0	0
Gross Unrealized Losses	(17)	(18)
Estimated Fair Value	51,069	64,740
Corporate debt securities
Debt Securities, Available-for-sale [Line Items]
Cost	28,828	44,308
Gross Unrealized Gains	0	0
Gross Unrealized Losses	(16)	(17)
Estimated Fair Value	28,812	44,291
Commercial paper
Debt Securities, Available-for-sale [Line Items]
Cost	1,978	7,953
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Estimated Fair Value	1,978	7,953
Money market funds
Debt Securities, Available-for-sale [Line Items]
Cost	13,572	4,871
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Estimated Fair Value	13,572	4,871
Agency bonds
Debt Securities, Available-for-sale [Line Items]
Cost	1,987	0
Gross Unrealized Gains	0	0
Gross Unrealized Losses	(1)	0
Estimated Fair Value	1,986	0
Treasury bills
Debt Securities, Available-for-sale [Line Items]
Cost	3,996	0
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Estimated Fair Value	3,996	0
Municipal debt securities
Debt Securities, Available-for-sale [Line Items]
Cost	725	7,626
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	(1)
Estimated Fair Value	$ 725	$ 7,625

Fair Value Measurements

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

The fair value of financial assets and liabilities that are being measured and reported are defined as the exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal market at the measurement date (exit price). The Company is required to classify fair value measurements in one of the following categories:

Level 1 inputs are defined as quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 inputs are defined as inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly or indirectly.

Level 3 inputs are defined as unobservable inputs for the assets or liabilities.

Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires

judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels.

The Company's financial assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 2023 and December 31, 2022 (in thousands):


	September 30, 2023								December 31, 2022
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	29,103	$	—	$	—	$	29,103	$	27,668	$	—	$	—	$	27,668
Marketable securities - available for sale	—		21,966		—		21,966		—		37,072		—		37,072

	$	29,103	$	21,966	$	—	$	51,069	$	27,668	$	37,072	$	—	$	64,740

The carrying values of accounts payable and accrued expenses approximate fair value as of September 30, 2023 and December 31, 2022, due to the short maturity nature of these items.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Share-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Schedule Share-based Compensation Expense

The following table summarizes the components of share-based compensation expense for the three and nine months ended September 30, 2023 and 2022 (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Research and development	$	103	$	271	$	517	$	631
General and administrative	203		769		1,048		1,537
Total share-based compensation expense	$	306	$	1,040	$	1,565	$	2,168

Schedule of Total Compensation Cost Related to Nonvested Awards


	Stock Options		Restricted Stock Units		Restricted Stock
Unrecognized compensation cost	$	221	$	161	$	483
Expected weighted-average period in years of compensation cost to be recognized	1.85		1.10		1.69

Schedule of Fair Value of Share-based Compensation Awards

Total fair value of shares vested and the weighted average estimated fair values of shares granted for the nine months ended September 30, 2023 and 2022 were as follows (in thousands):


	Stock Options
	Nine Months Ended September 30,
	2023		2022
Total fair value of shares vested	$	1,001	$	853
Weighted average estimated fair value of shares granted	$	2.10	$	1.23

Stockholders' Equity - Stock Options and Warrants Narrative (Details) - Stock options	9 Months Ended
	Sep. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting term	4 years
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting term	10 years

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details