Lisata Therapeutics AGM 2026

Good day, everyone, and welcome to the Lisata Therapeutics Inc. Annual Meeting of Stockholders. At this time, I'd like to turn the floor over to Greg Brown. Please go ahead. Thank you, Jamie.

Good morning, everyone. My name is Dr. Gregory Brown, and I am chairman of the board of directors of Lisata Therapeutics Inc. And as chairman of this meeting, I hereby call the 2026 Annual Meeting of Stockholders to order. On behalf of my fellow directors, as well as the officers of the company, it is my pleasure to welcome you to our annual meeting. As has become our habit, we have retained the virtual stockholder meeting format we have used for recent annual meetings. We have found this approach to be beneficial in that it allows more stockholders the opportunity to participate. Like past meetings, we will conduct the business portion of our meeting first and take questions, if any, as time permits at the end of the meeting. While we may not be able to answer every question in the allotted time, we will do our best to provide a response to as many as possible. And we'll follow up with any others offline as appropriate. I will now take this opportunity to introduce the officers and directors of the company who are present on this call today. In addition to me, we have the following directors: Dr.

Mohamed El-Erian, Cynthia Flowers, Heidi Henson, Steven Klosk, Jeffrey Farrow, and Dr. David Mazzo, who is also our Chief Executive Officer. Other corporate officers in attendance are Joshua Lerer, President and Chief Operating Officer; James Nisco, Senior Vice President, Finance and Treasury and Chief Accounting Officer; and Tariq Imam, Senior Vice President of Business Development and Operations and General Counsel. Also present are Sara D'Agostino and Michelle Charnick of Grant Thornton LLP, the company's independent public accountants for fiscal year 2025. and the proposed accountants for 2026, and Jim Raitt of American Election Services, who will serve as the Inspector of Elections at this annual meeting. Finally, Jeffrey Schultz from Mintz, Levin, Cohn, Farris, Glusky, and Popio is present. And he has been asked to serve as Secretary of this annual meeting. Thank you, Greg. The Board of Directors adopted resolutions which provided that this annual meeting be held today and which fixed the close of business on October 9th, 2022. 2026 as the record date for the determination of stockholders entitled to notice of and to vote at this annual meeting. An affidavit has been presented attesting to the fact that either 1, a notice of internet availability of the meeting, the proxy statement, and the 2025 annual report to stockholders, or 2, the documents themselves were mailed on or about October 19th, 2026, to all stockholders as of the record date and will be incorporated into the minutes of this meeting.

A list of stockholders of the company entitled to notice of and to vote at this annual meeting, along with their addresses and number of shares held, is on file with Lisata. and was open to examination by any stockholder for at least 10 days prior to this annual meeting. Copies of the form of notice, proxy statement, and proxy card relating to this annual meeting are available should any stockholder wish to review those materials. Thank you, Jeff. I ask that you please file the affidavit and a copy of the proxy materials with the records of the company. I hereby appoint Jim Raitt of American Election Services to act as inspector of election of this annual meeting. The inspector has executed an oath to carry out his duties impartially and to the best of his ability. He will collect the ballots and count the votes. The oath of inspector of election will be filed with the minutes of this annual meeting. Will the inspector now report on the presence of a quorum?

Thank you, Dr. Brown. I can report the presence of a quorum. I am in the process of completing a count of all stockholder votes and will render an exact report at the end of the annual meeting. After the balloting is closed.

Thank you. The purposes of this annual meeting are described in the proxy statement. Any stockholder who has not yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal. And following the instructions there. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote do not need to take any further action. As I will explain in a moment, the annual meeting will be adjourned solely with respect to Proposal 3, the conversion proposal, and voting on Proposal 3 will remain open until the reconvened meeting. I now declare the polls open for voting by eligible stockholders on all proposals in the proxy statement other than Proposal 3. The first order of business before this annual meeting, Proposal 1, is to reelect 2 Class 1 directors, Cynthia Flowers and Dr. Ted Love. Additional information about them and their qualifications can be found in the proxy statement. Would someone please declare them duly nominated? This is James Nisco, and I do so declare. The approval for this Proposal 1 requires the affirmative vote of a plurality of votes cast. The board of directors recommends that the stockholders approve Proposal 1.

Would someone who is a stockholder of record of the company please recommend that the stockholders approve Proposal 1?

This is James Nisco, and I do so move.

This is Tariq Imam, and I second the motion. The second matter being submitted to the stockholders for action, Proposal 2, is a vote to ratify the appointment of Grant Thornton LLP as Lisata's independent registered public accounting firm for the fiscal year ending December 31st, 2026. Approval of Proposal 2 will require the affirmative vote of a majority of the total votes cast. The board of directors recommends that the stockholders approve Proposal 2, and as a stockholder of record of the company, I do so move. Is there a second? I, James Nisco, second the motion. The third matter described in the proxy statement, Proposal 3, is the approval of the issuance of shares of our common stock upon conversion of our Series C preferred stock, which will A, represent more than 20% of the shares of common stock outstanding, and B, result in the change of control of the company pursuant to NASDAQ listing rules 5, 6, 3, 5(a), and 5, 6, 3, 5(b), respectively. We refer to Proposal 3 as the conversion proposal. Proposal 3 will not be voted upon at today's meeting. Following the vote on the other proposals, the annual meeting will be adjourned solely with respect to Proposal 3 and will be reconvened on November 30th, 2026.

At which time the stockholders will vote on Proposal 3. Proxies and votes already submitted on Proposal 3 will remain valid and will be voted at the reconvened meeting unless properly revoked or changed. The board of directors continues to recommend that the stockholders vote for Proposal 3. The 4th matter being submitted to the stockholders for action, Proposal 4, is the approval of an amendment to our amended and restated certificate of incorporation to effect a reverse stock split of our common stock at a ratio to be determined by the board within the range between 1 for 5 to 1 for 15. Without reducing the authorized number of shares of common stock and without further approval or authorization by our stockholders, the board of directors recommends that the stockholders approve Proposal 4, and as a stockholder of record of the company, I so move. Is there a second? I, Tariq Imam, second the motion. The 5th matter being submitted to the stockholders for action, Proposal 5, is the approval of the 2026 Equity Incentive Plan. The board of directors recommends that the stockholders approve Proposal 5, and as a stockholder of record of the company, I so move.

Is there a second? I, James Nisco, second the motion. The 6th matter being submitted to the stockholders for action, Proposal 6, is the approval of the 2026 Employee Stock Purchase Plan, or ESP. The board of directors recommends that the stockholders approve Proposal 6, and as a stockholder of record of the company, I so move. Is there a second? I, James Nisco, second the motion. The 7th matter being submitted to the stockholders for action, Proposal 7, is the approval of, on a non-binding advisory basis, the executive compensation of the company's named executive officers as disclosed in the proxy statement. The board of directors recommends that the stockholders approve Proposal 7, and as a stockholder of record of the company, I so move.

Is there a second? I, Tariq Imam, second the motion.

The 8th and final matter being submitted to the stockholders for action, Proposal 8, is the approval of the adjournment or postponement of the annual meeting if necessary, to continue to solicit votes for Proposals 3, 4, 5, and/or 6 if the Nasdaq initial listing application required by Nasdaq Listing Rule 5110A has not yet been approved. The board of directors recommends that the stockholders approve Proposal 8, and as a stockholder of record of the company, I so move. Is there a second? I, James Nisco, second the motion.

All motions having been duly moved and seconded, and there being no further motions, I declare the polls closed on Proposals 1, 2, 4, 5, 6, 7, and 8. The polls remain open with respect to Proposal 3. Will the inspector of election now count the votes and, when you are ready, please give a preliminary report on the voting results for Proposals 1, 2, 4, 5, 6, 7, and 8. The final tally of those votes will be made after the annual meeting is adjourned. and will be reported in the company's Form 8-K pertaining to the annual meeting.