Lisata Acquires Marea Therapeutics in Stock-for-Stock Deal With $225 Million Concurrent Financing to Advance Cardioendocrine Pipeline
核心洞察
Lisata Therapeutics has acquired clinical-stage biotech Marea Therapeutics (搜索) in a stock-for-stock transaction paired with a $225 million private placement financing.
The combined company will focus on Marea's cardioendocrine pipeline, led by MAR001/005 for severe hypertriglyceridemia (搜索) and MAR002 for acromegaly (搜索).
Both programs are expected to report topline data in the fourth quarter of 2027, with Phase 3 registrational studies planned for each.
Lisata Therapeutics, Inc. (Nasdaq: LSTA) announced on Sept. 17, 2026 that it has acquired Marea Therapeutics (搜索), Inc., a clinical-stage biotechnology company developing first-in-class, next-generation medicines for cardioendocrine diseases. Concurrent with the acquisition, Lisata entered into a definitive purchase agreement for a private placement financing of Series C non-voting convertible preferred stock expected to yield gross proceeds of approximately $225 million before deducting placement agent and other offering expenses.
The combined company will prioritize Marea's two clinical-stage antibody candidates: MAR001/005 for severe hypertriglyceridemia (搜索) (sHTG) and MAR002 for acromegaly (搜索). Lisata plans to use the net proceeds primarily to advance both programs through key clinical milestones, including completion of an ongoing Phase 2b trial in sHTG and a Phase 2 trial in acromegaly. Both studies are expected to report topline data in the fourth quarter of 2027, with remaining proceeds directed to general corporate purposes.
"This pipeline, led by MAR001, is designed to overcome the limitations of current treatment paradigms and has the potential to establish a new standard of care in the treatment of severe hypertriglyceridemia (搜索) (sHTG)," said Dr. David J. Mazzo, CEO of Lisata. He added that the acquisition, combined with parallel efforts to evaluate possible next steps in the development of certepetide, "can provide long-term value to our shareholders."
Dr. Josh Lehrer, newly appointed Chief Operating Officer and President of Lisata Therapeutics and Chief Executive Officer of Marea, said the transaction provides resources to advance both candidates "through pivotal milestones, including MAR001 topline Phase 2b data in severe hypertriglyceridemia (搜索) and MAR002 Phase 2 proof of concept data in patients with acromegaly (搜索) next year, as well as initiation of Phase 3 registrational studies for both programs."
MAR001/005: Targeting ANGPTL4 in Severe Hypertriglyceridemia
MAR001 is a potential first-in-class monoclonal antibody that targets ANGPTL4 (搜索), a protein highly expressed in adipose tissue. By inhibiting ANGPTL4 and thereby augmenting lipoprotein lipase (搜索) (LPL) activity, MAR001 is designed to lower triglycerides and improve adipose tissue function. Human genetic data identified ANGPTL4 as a promising therapeutic target because loss-of-function alleles are associated with lower triglyceride levels, improved adipose distribution, better insulin sensitivity, and protection from cardiovascular disease (搜索) and type 2 diabetes (搜索).
MAR005 (搜索), a half-life-extended version of MAR001 with an improved pharmacokinetic profile, is Marea's planned Phase 3 candidate for sHTG. Preclinical models with MAR001 demonstrated reductions in triglycerides, remnant cholesterol and ectopic fat, along with improved insulin sensitivity. MAR001 has demonstrated strong Phase 1a and 2a results and is currently in Phase 2b clinical development.
Severe hypertriglyceridemia (搜索) is described as a serious and often under-recognized metabolic condition marked by triglyceride levels high enough to place patients at significant risk of acute pancreatitis (搜索), a painful and potentially life-threatening complication that frequently results in hospitalization. Patients with sHTG commonly present with a broader burden of cardiometabolic comorbidities, including insulin resistance, type 2 diabetes (搜索), and cardiovascular disease (搜索). Despite lifestyle modification and existing lipid-lowering therapies, many patients continue to experience dangerously elevated triglycerides and recurrent pancreatitis events, underscoring a persistent gap in disease management.
MAR002: A Half-Life-Extended GH Receptor Antagonist for Acromegaly
MAR002 is a potent and selective half-life-extended, allosteric, human monoclonal growth hormone receptor (搜索) antagonist (GHRA) antibody being developed for acromegaly (搜索). Its in vivo pharmacokinetic and pharmacodynamic properties are predictable and typical of a half-life-extended human antibody, showing a long duration of action compatible with infrequent subcutaneous dose administration in humans. In a Phase 1 study in healthy volunteers, MAR002 achieved proof-of-concept dose-dependent suppression of IGF-1 (搜索) and was generally well tolerated with no serious adverse events. Marea is currently evaluating MAR002 in a Phase 2 trial in patients with acromegaly.
Acromegaly (搜索) is an orphan disease characterized by excess secretion of growth hormone from a benign pituitary adenoma, affecting approximately 30,000 patients in the U.S. If left untreated, it is highly morbid, leading to comorbidities such as GH-induced insulin resistance and diabetes and serious cardiovascular pathology. The median lifespan of patients can be shortened by 10 years without effective therapy, and incomplete IGF-1 (搜索) normalization is associated with increased mortality. The condition is often under- or misdiagnosed, with an average time from symptom onset to diagnosis of approximately eight years.
The current treatment paradigm often involves surgery, performed in over 90% of patients, which achieves remission in about 50% of cases, though this can degrade over time. Medical therapy is required for approximately 65% of patients (around 20,000 in the U.S.) during their disease journey. Current medical treatments include somatostatin receptor ligands (SRLs) and the GHRA pegvisomant, yet most patients do not achieve biochemical control with existing therapies.
Transaction Structure and Ownership
The acquisition was structured as a stock-for-stock transaction in which all of Marea's outstanding equity interests were exchanged, based on a fixed exchange ratio, for a combination of 1,793,129 shares of Lisata common stock and 211,365.213 shares of Series C non-voting convertible preferred stock (representing in aggregate 213,158,342 shares of Lisata common stock on an as-converted basis), calculated on a fully-diluted basis.
In the concurrent private placement, investors will be issued an aggregate of 150,867.995 shares of Series C non-voting convertible preferred stock (or 150,867,995 shares of common stock on an as-converted basis) at approximately $1,491.37 per preferred share, or approximately $1.4914 per share of common stock on an as-converted basis. Subject to Lisata stockholder approval, each preferred share will automatically convert into 1,000 shares of common stock, subject to beneficial ownership limitations set by each holder.
Following the transactions, pre-acquisition Lisata equity holders will own approximately 2.39% of Lisata's common stock, pre-acquisition Marea equity holders approximately 59.54%, and private placement investors approximately 38.07%, calculated on a fully-diluted, as-converted-to-common basis. The total number of Lisata common shares, including those underlying the Series C preferred stock, will be approximately 396,315,542 on an as-converted basis.
The acquisition was approved by the Board of Directors of Lisata and the Board of Directors and stockholders of Marea, and neither the acquisition nor the private placement was subject to approval by Lisata's stockholders. However, Lisata stockholder approval is required under the terms of the Series C preferred stock for conversion into common stock, and Lisata must hold a stockholder meeting for that vote.
The oversubscribed financing included participation from RA Capital Management, Forbion, Third Rock Ventures, Alpha Wave, Perceptive Advisors, Sofinnova Investments, Omega Funds, Surveyor Capital (a Citadel company), Columbia Threadneedle Investments, Nantahala Capital, Affinity Asset Advisors, LLC, venBio, Rock Springs Capital and other institutional investors. The proceeds are projected to fund operations into 2028.
H.C. Wainwright served as financial advisor to Lisata, with Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as legal counsel. Leerink Partners served as financial advisor to Marea, with Goodwin Procter LLP as legal counsel. Jefferies, Leerink Partners, Guggenheim Securities, Cantor and LifeSci Capital acted as placement agents for the private placement, with Cooley LLP as legal counsel to the placement agents.
Lisata Therapeutics is a clinical-stage pharmaceutical company dedicated to the discovery, development and commercialization of therapies for advanced solid tumors and other major diseases. Its cyclic peptide candidate, certepetide, is designed to activate a novel uptake pathway that allows co-administered or tethered anti-cancer drugs to selectively target and penetrate solid tumors more effectively, with partnerships established based on its CendR Platform technology.