Explanatory Note:
This Amendment No. 3 to Schedule 13D (this Third Amendment) is filed to amend the initial Statement on Schedule
13D (the Initial Statement) relating to the common stock, par value $0.001 per share (the Common Stock), of Athersys, Inc., a Delaware Corporation (Athersys or the
Issuer), as filed with the U.S. Securities and Exchange Commission (the SEC) on March 23, 2018 and as amended pursuant to Amendment No. 1 to the Initial Statement, as filed with the SEC on June 11,
2018 (the First Amendment) and as further amended pursuant to Amendment No. 2 to the Initial Statement, as filed with the SEC on July 2, 2018 (the Second Amendment). The Initial Statement, as amended
by the First Amendment and as further amended by the Second Amendment, is referred to herein as the Statement. Unless set forth below, all previous Items are unchanged, and the Statement remains in full force and effect, except as
expressly amended below. Capitalized terms used herein which are not defined herein have the meanings given to them in the Statement.
Item 4.
Purpose of Transaction
The section Warrant under Item 4 of the Statement is hereby amended and restated in its entirety to
read as follows:
The Warrant is comprised of three separate tranches, one of which was exercised and the other two of which have expired,
as follows:
|
|
|
For up to 4,000,000 shares of Common Stock, initially exercisable during the period starting on the later of
(i) the date on which the Collaboration Agreement was entered into and (ii) the date on which a $10,000,000 payment from Healios to Athersys, previously held in escrow as contemplated by the LOI and by a separately executed escrow
agreement, was released to Athersys, through September 1, 2020. Under the First Warrant Amendment, Healioss satisfaction of its first payment obligation under the Collaboration Agreement also became a condition to the exercisability of
this tranche. The exercise price for such shares is the greater of $1.76 and 110% of the average closing price per share of Common Stock for the 10 trading days immediately preceding (but not including) the date the Warrant is exercised (the
Reference Price).
|
As noted above, Healios and ATHX entered into the Collaboration Agreement on
June 6, 2018, the $10,000,000 payment that had been previously escrowed was released to Athersys on June 1, 2018, and Healioss first payment obligation under the Collaboration Agreement has been satisfied. Accordingly, this first
tranche of the warrant became fully exercisable, and, on March 26, 2020, was exercised, resulting in Healioss acquisition of 4,000,000 shares of Common Stock for $1.76 per share (an aggregate exercise price of approximately $7,040,000).
|
|
|
For up to 6,000,000 shares of Common Stock, initially from and following the date on which Healios makes its
initial payment under the Collaboration Agreement, and pursuant to the First Warrant Amendment additionally conditioned on Healios and Athersys entering into either (i) a license for Healios to use Athersyss or its affiliates
intellectual property rights relating to MultiStem products in China or (ii) an option agreement for such license, in either case by September 1, 2018 (the China License Condition). Upon vesting, this tranche of the
warrant may be exercised as follows:
|
|
|
|
|
|
|
|
Term
|
|
Acquirable Shares
|
|
Exercise Price
|
|
Jun. 1, 2018 Dec. 31, 2018
|
|
Up to 1,500,000 shares of Common Stock
|
|
$
|
2.50 per share
|
|
Sept. 1, 2018 Mar. 31, 2019
|
|
Up to 1,500,000 shares of Common Stock
|
|
$
|
2.75 per share
|
|
Jan. 1, 2019 Jun. 30, 2019
|
|
Up to 1,500,000 shares of Common Stock
|
|
$
|
3.00 per share
|
|
Apr. 1, 2019 Sept. 30, 2019
|
|
Up to 1,500,000 shares of Common Stock
|
|
$
|
3.25 per share
|
|