Lisata Therapeutics Acquires Marea, Lines Up $225 Million Private Placement

Lisata Therapeutics completed its acquisition of Marea Therapeutics on Thursday, giving the publicly traded company control of Marea’s cardioendocrine drug pipeline and setting up a planned $225 million private placement to finance development. The acquisition closed on September 17, while the financing is expected to close on September 18, subject to customary conditions.

The structure effectively shifts the center of gravity of Lisata toward Marea. Former Marea equity holders are expected to own about 59.54% of Lisata on a fully diluted, as-converted basis after the financing, compared with about 38.07% for the private-placement investors and 2.39% for Lisata’s pre-acquisition equity holders. The company also plans to change its name to Marea Therapeutics, Inc.

Marea’s former owners emerge with the largest stake

Lisata disclosed the completed acquisition in a September 17 Form 8-K. The legal structure used two merger subsidiaries: Marea first merged with one Lisata subsidiary and survived as a wholly owned unit, then merged into a second Lisata subsidiary that became the surviving entity. Lisata described the overall result as its acquisition of Marea.

Marea holders received 1,793,129 shares of Lisata common stock and 211,365.213 shares of newly created Series C non-voting convertible preferred stock. On an as-converted basis, those preferred shares represent 211,365,213 shares of Lisata common stock. The preferred shares issued in the acquisition are convertible into common stock only after Lisata stockholders approve the conversion proposal, and individual holders remain subject to applicable beneficial-ownership limits.

The ownership split shows how much of the future company is being allocated to Marea and the new capital providers. Before giving effect to the private placement, Lisata said its pre-acquisition holders would represent about 3.87% of the fully diluted common equity and former Marea holders about 96.13%. After the planned financing, those percentages are expected to settle at approximately 2.39% for legacy Lisata holders, 59.54% for former Marea holders and 38.07% for the financing investors.

Management is changing with the deal as well. Josh Lehrer, Marea’s chief executive, was appointed president and chief operating officer of Lisata while continuing as Marea’s chief executive. Ted W. Love, who had chaired Marea’s board, joined Lisata’s board of directors. Filings connected with the acquisition also state that Lisata intends to adopt the Marea Therapeutics name.

$225 million financing is expected to close September 18

Alongside the acquisition, Lisata signed a securities purchase agreement to sell 150,867.995 shares of Series C non-voting convertible preferred stock for an aggregate purchase price of about $225 million. Each preferred share is convertible into 1,000 shares of common stock, again subject to stockholder approval and holder-specific ownership limits. The implied price is about $1,491.37 per preferred share, equivalent to roughly $1.4914 per common share on an as-converted basis.

The financing had not yet closed when Lisata filed the announcement. Its 8-K says the closing is expected on September 18, subject to customary conditions. That distinction matters because the company has entered into binding financing agreements, but the gross proceeds should not be treated as cash already received until the closing occurs.

Lisata said the private placement was oversubscribed. Participants include RA Capital Management, Forbion, Third Rock Ventures, Alpha Wave Global, Perceptive Advisors, Sofinnova Investments, Omega Funds, Surveyor Capital, Columbia Threadneedle Investments, Nantahala Capital, Affinity Asset Advisors, venBio, Rock Springs Capital and other institutional investors. Gross proceeds are expected to be approximately $225 million before placement-agent fees and other offering expenses.

The company expects the new capital to fund operations into 2028. Most of the net proceeds are intended for Marea’s MAR001/005 and MAR002 clinical programs, with the remainder available for general corporate purposes. Lisata has told investors that both lead programs are expected to reach major clinical readouts in the fourth quarter of 2027.

MAR001 and MAR002 become the development focus

MAR001 is a monoclonal antibody designed to inhibit ANGPTL4, a genetically validated target involved in triglyceride and remnant-cholesterol metabolism. Marea is developing the program in severe hypertriglyceridemia, and the acquisition announcement describes MAR001/005 as being in Phase 2b development. Earlier clinical results reported by Marea showed substantial reductions in triglycerides and remnant cholesterol, although the larger ongoing study will be needed to establish the program’s efficacy and safety profile in its intended patient population.

MAR002 targets the growth hormone receptor and is being developed for acromegaly. Marea previously reported Phase 1 results showing sustained suppression of insulin-like growth factor-1 in healthy volunteers and said the pharmacokinetic profile could support dosing less frequently than currently available growth hormone receptor antagonist therapy. In a June clinical update, the company said MAR002 produced dose-dependent IGF-1 reductions and that it was advancing the program toward later-stage testing.

The September acquisition materials now place both programs on a more defined timetable. Lisata said it expects topline Phase 2b data for MAR001 in severe hypertriglyceridemia and Phase 2 proof-of-concept data for MAR002 in acromegaly in the fourth quarter of 2027. Management also said the financing is intended to support preparations for Phase 3 registrational studies for both programs if the preceding data support further development.

The deal gives Lisata a new operating direction after a turbulent summer. In July, the company terminated a previously announced agreement under which Kuva Labs would have acquired Lisata. In August, Lisata disclosed a workforce reduction of about 72% as it cut expenses and evaluated strategic alternatives. The Marea acquisition now supplies both a clinical pipeline and a financing plan, but the near-term milestones remain concrete: completion of the private placement, stockholder approval for conversion of the preferred shares, and execution of the two lead clinical programs through their expected 2027 readouts.