ATHX Athersys Inc

Issuer Free Writing Prospectus

Filed Pursuant to Rule 433 of the Securities Act of 1933

Relating to Preliminary Prospectus Supplement dated April 15, 2020

Registration Statement No. 333-235945

Free Writing Prospectus Published or Distributed by Media

This free writing prospectus relates to the proposed public offering of common stock (the “Offering”) of Athersys, Inc. (“Athersys” or the “Company”), pursuant to a shelf registration statement filed on Form S-3 (File No. 333-235945) (the “Registration Statement”), that Athersys filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended, and was declared effective on January 29, 2020.

On April 14, 2020, STAT News published an article after Athersys issued a press release on April 13, 2020 announcing that the U.S. Food and Drug Administration authorized the Company to initiate a Phase 2/3 pivotal study to assess the safety and efficacy of MultiStem therapy in subjects with moderate to severe acute respiratory distress syndrome induced by the novel coronavirus disease.

The article was not prepared by or reviewed by the Company prior to publication. The publisher of the article is not affiliated with the Company. The Company made no payment and gave no consideration to the publisher in connection with the publication of the article or any other articles published by the publisher concerning the Company.

In reliance on Rule 433(f)(2)(iii) of the Securities Act of 1933, the Company, in lieu of filing the actual article, is providing in this free writing prospectus the information provided to the author of the article, which consisted solely of the e-mail response below in response to the questions posed by the author of the article.

You should consider statements in this free writing prospectus only after carefully evaluating all of the information in the Company’s preliminary prospectus supplement, dated as of April 15, 2020, and accompanying prospectus forming a part of the Registration Statement as filed with the SEC, including the Company’s other public filings with the SEC that are incorporated therein by reference.

Hi Adam,

The one-year data from the MUST-ARDS study was described in our press release [see Exhibit A to this free writing prospectus], and a manuscript to a peer-reviewed journal is in progress where the full data set will be disclosed. The FDA analyzed the data and granted the ARDS program Fast Track designation based on the results from this study. This study was an exploratory study primary meant to evaluate safety but also to evaluate efficacy parameters. There were two primary endpoints from this study (both for safety and tolerability), taken directly from our trial design and clinical study report. They are outlined on slide 19 in our corporate slide deck on our website [see Exhibit B to this free writing prospectus], and on our ARDS page [see Exhibit C to this free writing prospectus].

Safety and tolerability within 4 hours was assessed by several factors, such as infusion-related reactions, but also hypoxemia and hypotension as you mention. The study fully met both primary endpoints. MultiStem was well tolerated throughout the 4-hour observation period described above and no adverse events of special interest occurred. Importantly, there were no SAEs throughout the 1-year study causally related to MultiStem investigational therapy.

We stand by the consistency of the efficacy results, for the study overall and particularly in the prospectively defined study of patients with more severe ARDS, which was very well balanced – so any suggestion that our results are due to an imbalance are unwarranted. We also stand by the biomarker data that shows mechanistically that MultiStem was working the way that we predicted, as we have seen in other studies. We also stand by the FDA’s review of all of the data, and subsequent decision to bestow Fast Track designation for the program based on these promising results. Finally, we are particularly pleased with the dramatic improvement in pulmonary function (with 45% of MultiStem treated patients being off the ventilator within 7 days or less, vs only 20% for placebo) and the one year follow up which showed that there was a meaningful difference in improvement in patient independence and self-care, and

quality of life improvement among patients treated with MultiStem. Please note that blinding was fully maintained through the one year follow up.

Thank you and be well,

Karen

Athersys has filed a registration statement (including a prospectus) with the SEC, which was declared effective on January 29, 2020, for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement and accompanying prospectus relating to the offering, which have been filed with the SEC. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting BofA Securities, NC1-004-03-43, 200 North College Street, 3^rd Floor, Charlotte, NC 28255-0001, Attn: Prospectus Department, or via email: dg.prospectus_requests@bofa.com.

Exhibit A

ATHERSYS PROVIDES UPDATE ON ONE-YEAR ARDS STUDY DATA

One-year results support positive 28-day findings and suggest further

benefits for ARDS patients

CLEVELAND, Ohio, January 14, 2020 – Athersys, Inc. (NASDAQ: ATHX) announced today the one-year follow-up summary results from its exploratory clinical study of the intravenous administration of MultiStem^® cell therapy to treat patients who are suffering from acute respiratory distress syndrome (ARDS). Participants in the MUST-ARDS study were evaluated through 28 days for the primary clinical assessment and further assessed through a one-year follow-up period. The one-year results were consistent with the positive day-28 results announced last year, and an evaluation of quality-of-life over the one-year period suggests further potential benefits from MultiStem treatment.

Highlights from the new and previously disclosed data include:

“We believe that the more favorable outcomes, as reflected in the patient reported self-assessments, particularly among patients recovering from more severe ARDS, suggest that administration of MultiStem has the potential to meaningfully enhance the ability of these patients to reestablish functional independence and restore quality of life,” noted Dr. Anthony Ting, Vice President of Regenerative Medicine and Head of Cardiopulmonary Programs at Athersys. “Frequently, ARDS patients have a very challenging road to recovery, suffering depression or decreased physical abilities. Many are unable to return to work or engage in other activities. The prospect of being able to help many patients overcome these difficulties is very exciting, and we look forward to publishing these results.”

The MUST-ARDS study was designed to evaluate the impact of MultiStem treatment in subjects with acute onset of moderate to severe ARDS and was conducted at sites in the United States and United Kingdom. Treatment was required to begin within four days of ARDS diagnosis with an average treatment time of approximately two days from the diagnosis. In the Phase 2a portion of the study, 20 subjects were treated with an intravenous administration of 900 million MultiStem cells and 10 subjects received placebo; the study was not powered for the efficacy outcomes. Based on the study results, the Company is planning further development in this area and intends to submit for publication the detailed study data.

About ARDS

ARDS is a serious immunological and inflammatory condition characterized by widespread inflammation in the lungs. ARDS can be triggered by pneumonia, sepsis, trauma or other events and represents a major cause of morbidity and mortality in the critical care setting. ARDS is associated with a high mortality rate and significant sequelae among survivors. The condition prolongs ICU and hospital stays and often requires extended convalescence in the hospital and rehabilitation care settings. There are limited interventions and no effective drug treatments for ARDS. There is a large unmet need for a safe treatment that can reduced mortality and improve quality of life for those suffering with ARDS. Additionally, given the high treatment costs associated with ARDS, a successful therapy could be expected to generate significant savings for the healthcare system by reducing days on a ventilator and in the ICU.

About MultiStem^®

MultiStem^® cell therapy is a patented regenerative medicine product in clinical development that has shown the ability to promote tissue repair and healing in a variety of ways, such as through the production of therapeutic factors in response to signals of inflammation and tissue damage. MultiStem therapy’s potential for multidimensional therapeutic impact distinguishes it from traditional biopharmaceutical therapies focused

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on a single mechanism of benefit. The therapy represents a unique “off-the-shelf” stem cell product that can be manufactured in a scalable manner, may be stored for years in frozen form, and is administered without tissue matching or the need for immune suppression. Based upon its efficacy profile, its novel mechanisms of action, and a favorable and consistent safety profile demonstrated in clinical studies, MultiStem therapy could provide a meaningful benefit to patients, including those suffering from serious diseases and conditions with unmet medical need.

About Athersys

Athersys is a biotechnology company engaged in the discovery and development of therapeutic product candidates designed to extend and enhance the quality of human life. The Company is developing its MultiStem^® cell therapy product, a patented, adult-derived “off-the-shelf” stem cell product, initially for disease indications in the neurological, inflammatory and immune, cardiovascular and other critical care indications and has several ongoing clinical trials evaluating this potential regenerative medicine product. Athersys has forged strategic partnerships and a broad network of collaborations to further advance the MultiStem cell therapy toward commercialization. More information is available at www.athersys.com. Follow Athersys on Twitter at www.twitter.com/athersys.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. These forward-looking statements relate to, among other things, the expected timetable for development of our product candidates, our growth strategy, and our future financial performance, including our operations, economic performance, financial condition, prospects, and other future events. We have attempted to identify forward-looking statements by using such words as “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “should,” “suggest,” “will,” or other similar expressions. These forward-looking statements are only predictions and are largely based on our current expectations. A number of known and unknown risks, uncertainties, and other factors could affect the accuracy of these statements. Some of the more significant known risks that we face that could cause actual results to differ materially from those implied by forward-looking statements are the risks and uncertainties inherent in the process of discovering, developing, and commercializing products that are safe and effective for use as therapeutics, including the uncertainty regarding market acceptance of our product candidates and our ability to generate revenues. These risks may cause our actual results, levels of activity, performance, or achievements to differ materially from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements. Other important factors to consider in evaluating our forward-looking statements include: our ability to raise capital to fund our operations; the timing and nature of results from our MultiStem clinical trials, including the MASTERS-2 Phase 3 clinical trial and Healios’

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TREASURE and ONE-BRIDGE clinical trials in Japan; the possibility of delays in, adverse results of, and excessive costs of the development process; our ability to successfully initiate and complete clinical trials of our product candidates; the possibility of delays, work stoppages or interruptions in manufacturing by third parties to us, such as due to material supply constraints, contaminations, or regulatory issues, which could negatively impact our trials and the trials of our collaborators; uncertainty regarding market acceptance of our product candidates and our ability to generate revenues, including MultiStem cell therapy for the treatment of stroke, acute respiratory distress syndrome, acute myocardial infarction and trauma, and the prevention of graft-versus-host disease and other disease indications; changes in external market factors; changes in our industry’s overall performance; changes in our business strategy; our ability to protect and defend our intellectual property and related business operations, including the successful prosecution of our patent applications and enforcement of our patent rights, and operate our business in an environment of rapid technology and intellectual property development; our possible inability to realize commercially valuable discoveries in our collaborations with pharmaceutical and other biotechnology companies; our ability to meet milestones and earn royalties under our collaboration agreements, including the success of our collaboration with Healios; our collaborators’ ability to continue to fulfill their obligations under the terms of our collaboration agreements and generate sales related to our technologies; the success of our efforts to enter into new strategic partnerships and advance our programs, including, without limitation, in North America, Europe and Japan; our possible inability to execute our strategy due to changes in our industry or the economy generally; changes in productivity and reliability of suppliers; and the success of our competitors and the emergence of new competitors. You should not place undue reliance on forward-looking statements contained in this press release, and we undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.

Contact:

William (B.J.) Lehmann    

President and Chief Operating Officer    

Tel: (216) 431-9900

bjlehmann@athersys.com

Karen Hunady

Director of Corporate Communications & Investor Relations

Tel: (216) 431-9900

khunady@athersys.com

David Schull    

Russo Partners, LLC

Tel: (212) 845-4271 or (858) 717-2310

David.schull@russopartnersllc.com

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