ATHERSYS, INC / NEW Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2023-12-22: Form 8-K; Period of report 2023-12-20; Description 2.05 Costs Associated with Exit or Disposal Activities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 2.05.
- 2023-10-30: Form 8-K; Period of report 2023-10-30; Description 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; Details 1.01.
- 2023-10-18: Form 8-K; Period of report 2023-10-13; Description 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 8.01 Other Events; Details 3.01.
- 2023-10-12: Form 8-K; Period of report 2023-10-11; Description 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2023-12-22 | 8-K | 2023-12-20 | 2.05 Costs Associated with Exit or Disposal Activities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.05 On December 15, 2023, Athersys, Inc. (the “Company”) terminated four of its employees. 5.02 In connection with the employee terminations discussed in Item 2.05 of this Current Report on Form 8-K, the Company anticipates that Mr. Camardo, the Company’s CEO, and Ms. Hansen, the Company’s COO, will depart from the Company on December 31, 2023. | athx20231222_8k.htm |
| 2023-10-30 | 8-K | 2023-10-30 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 On October 30, 2023, Athersys, Inc. (the “Company”) entered into an offer letter (the “Letter Agreement”) with a holder (“Holder”) of the Company’s common stock purchase warrants issued on October 16, 2023 (the “Existing Warrants”) to (1) reduce the exercise price of the Existing Warrants from $0.1395 to $0.01 per share (the “Reduced Exercise Price”), (2) issue to the Holder new common stock purchase warrants (the “New Warrants”) to purchase up to 20,000,000 shares of the Company’s common stock at an exercise price of $0.01 per share; and (3) make the Existing Warrants immediately exercisable. 3.02 The Company will issue the New Warrants pursuant to the exemption from the registration requirements of the Securities Act available under Section 4(a)(2) thereof. | athx20231030_8k.htm |
| 2023-10-18 | 8-K | 2023-10-13 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 8.01 Other Events | 3.01 As previously disclosed, Athersys, Inc. (the “Company”) received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) on October 14, 2022, that the Company no longer complied with the Market Value of Listed Securities requirement pursuant to Nasdaq Listing Rule 5550(b)(2) (the “MVLS Requirement”). 8.01 As previously disclosed, the Company responded to a request for proposal by the Biomedical Advanced Research and Development Authority, an agency within the U.S. Department of Health and Human Services (“BARDA”), with a view to include MultiStem in a BARDA-sponsored phase 2 platform clinical trial (“BARDA-Sponsored Clinical Trial”) for acute respiratory distress syndrome (“ARDS”). | athx20231017_8k.htm |
| 2023-10-12 | 8-K | 2023-10-11 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 On October 11, 2023, Athersys, Inc. (the “Company”) entered into a warrant exercise inducement offer letter (the “Inducement Letter”) with a holder of certain existing warrants (“Holder”) to receive new warrants to purchase up to a number of shares of common stock equal to 200% (the “Inducement Warrants”) of the number of warrant shares issued pursuant to the exercise of such certain existing warrants to purchase shares of common stock (the “Existing Warrants”) pursuant to which the Holder agreed to exercise for cash their Existing Warrants to purchase up to 28,124,590 shares of the Company’s common stock, at a Reduced Exercise Price (as defined below) during the period from the date of the Inducement Letter until 7:30 a.m., Eastern Time, on October 12, 2023 (the “Reduced Price Exercise Period”), in exchange for the Company’s agreement to issue the Inducement Warrants to purchase up to 56,249,180 shares of the Company’s common stock (the “Inducement Warrant Shares”). 3.02 The Company will issue the Inducement Warrants pursuant to the exemption from the registration requirements of the Securities Act available under Section 4(a)(2). | athx20231012_8k.htm |
| 2023-10-11 | 8-K | 2023-10-10 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 On October 10, 2023, ABT Holding Company, a wholly-owned subsidiary (“ABT Holding”) of Athersys, Inc. (the “Company”), and HEALIOS K.K. (“Healios”) entered into a binding memorandum of understanding (the “MOU”), pursuant to which, among other things, ABT Holding has entered into (i) an amendment (the “Fifth Amendment to License Agreement”) to that certain license agreement, dated as of January 8, 2016, as amended (the “Existing License Agreement”), and (ii) an assignment agreement for ARDS (as defined below) clinical doses (the “Assignment Agreement”), each with Healios and dated of even date with the MOU. 8.01 On October 10, 2023, the Company issued a press release regarding interim analysis results of the MASTERS-2 clinical study and the signing of the MOU. | athx20231010_8k.htm |
| 2023-10-03 | 8-K | 2023-10-02 | 8.01 Other Events | 8.01 On October 3, 2023, Athersys, Inc. (the “Company”) issued a press release regarding a licensing agreement for certain of the Company’s animal health assets. | athx20231003_8k.htm |
| 2023-10-02 | 8-K | 2023-09-27 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.02 At the annual meeting of stockholders of Athersys, Inc. (the “Company”), held on September 27, 2023 (the “Annual Meeting”), the stockholders of the Company, upon recommendation of the Company’s Board of Directors (the “Board”), approved the amendment and restatement of the Athersys, Inc. 2019 Equity and Incentive Compensation Plan (as amended and restated, the “Plan”). 5.07 Set forth below are the voting results for each of the matters submitted to a vote of the Company’s stockholders at the Annual Meeting. 8.01 On September 28, 2023, the Board appointed Jane Wasman as Chairperson of the Board. | athx20230928_8k.htm |
| 2023-09-19 | 8-K | 2023-09-18 | 8.01 Other Events | 8.01 Athersys, Inc. (the “Company”) is filing this Current Report on Form 8-K to amend and supplement the definitive proxy statement on Schedule 14A (the “Proxy Statement”) filed by the Company with the Securities and Exchange Commission (the “SEC”) on August 17, 2023 in connection with the Company’s annual meeting of stockholders (the “Annual Meeting”), to be held at 8:30 a.m., Eastern Daylight Time, on September 27, 2023. | athx20230918_8k.htm |
| 2023-09-11 | 8-K | 2023-09-08 | 8.01 Other Events | 8.01 As previously disclosed, Athersys, Inc. (the “Company”) received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) on October 14, 2022 that the Company no longer complied with the Market Value of Listed Securities requirement pursuant to Nasdaq Listing Rule 5550(b)(2) (the “MVLS Requirement”). | athx20230911_8k.htm |
| 2023-08-18 | 8-K | 2023-08-17 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 As previously reported, the Company issued (i) warrants (the “August Warrants”) in August 2022 exercisable for an aggregate of 1,920,000 shares of Common Stock, at a price per share of $6.3850, and (ii) warrants (the “September Warrants”) in September 2022 exercisable for an aggregate of 2,000,000 shares of Common Stock, at a price per share of $6.3850. | athx-20230817.htm |
| 2023-08-11 | 8-K | 2023-06-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On August 10, 2023, the Board of Directors (the “Board”) of Athersys, Inc., a Delaware corporation (the “Company”), appointed Neema Mayhugh as a director to fill a newly created directorship on the Board resulting from the increase of the Board from five to six seats, effective immediately after the Company files its Quarterly Report on Form 10-Q for the Quarterly Period ended June 30, 2023 (the “Appointment Effective Time”). 8.01 On June 9, 2023, landlord (Seasons Business Center Four, LLC) brought suit against the Company in the Summit County, Ohio Court of Common Pleas asserting claims for Breach of Contract (Lease), Promissory Estoppel, and Unjust Enrichment relating to the subject Lease between the parties. | athx-20230609.htm |
| 2023-08-10 | 8-K | 2023-08-09 | 8.01 Other Events | 8.01 On August 9, 2023, ABT Holding Company, a wholly-owned subsidiary of Athersys, Inc. (together, the “Company”), entered into a Memorandum of Understanding (“MOU”) with HEALIOS, K.K. (“Healios”), which memorializes the terms between the Company and Healios regarding consultation services the Company agreed to provide Healios as it explores its effort to join and participate in the Company’s ongoing MASTERS-2 Study, a 300 patient Phase 3 clinical trial for the treatment of ischemic stroke using MultiStem (the “Masters-2 Trial”). | athx-20230809.htm |
| 2023-08-08 | 8-K | 2023-08-07 | 8.01 Other Events | 8.01 Athersys, Inc., a Delaware corporation (the “Company”), continues to enroll patients in its MASTERS-2 trial, the Company’s pivotal Phase 3 trial evaluating MultiStem for the treatment of adults who have suffered an acute ischemic stroke. | athx-20230807.htm |
| 2023-07-31 | 8-K | 2023-07-28 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On July 28, 2023, Athersys, Inc. (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) that the Company is not in compliance with the requirement to maintain a minimum closing bid price of $1.00 per share, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”), because the closing bid price of the Company’s common stock (the “Common Stock”) was below $1.00 per share for 30 consecutive business days for the period of June 14, 2023 through July 27, 2023. | athx-20230728.htm |
| 2023-07-14 | 8-K/A | 2023-06-28 | 8.01 Other Events | 8.01 Because the date of the 2023 Annual Meeting is more than thirty days from the anniversary date of the 2022 Annual Meeting of Stockholders, which was held on July 28, 2022, the deadline for any stockholder proposal, including director nominations, intended to be considered at the 2023 Annual Meeting will be as follows. | athx-20230628.htm |
| 2023-07-05 | 8-K | 2023-06-28 | 5.08 Shareholder Director Nominations; 8.01 Other Events | 5.08 The information set forth under below Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.08, to the extent applicable. 8.01 On June 28, 2023, the Board of Directors (the “Board”) of Athersys, Inc. (the “Company”) approved the Company’s 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”). | athx-20230628.htm |
| 2023-06-28 | 8-K | 2023-06-26 | 8.01 Other Events | 8.01 As previously disclosed, Athersys, Inc. (the “Company”) received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) on October 14, 2022 that the Company no longer complied with the Market Value of Listed Securities requirement pursuant to Nasdaq Listing Rule 5550(b)(2) (the “MVLS Requirement”). | athx-20230626.htm |
| 2023-05-23 | 8-K | 2023-05-17 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 Reference is made to the disclosure set forth under Item 2.03 above, which disclosure is incorporated herein by reference. | athx-20230517.htm |
| 2023-05-18 | 8-K | 2023-05-18 | 2.02 Results of Operations and Financial Condition | 2.02 On May 18, 2023, Athersys, Inc. issued a press release announcing financial results for its first quarter ended March 31, 2023. | athx-20230518.htm |
| 2023-04-18 | 8-K | 2023-04-17 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.02 The disclosures in Item 1.01 of this Current Report on Form 8-K are incorporated by reference into this Item 3.02. 8.01 As previously reported, the Company issued (i) warrants (the “August Warrants”) in August 2022 exercisable for an aggregate of 1,920,000 shares of Common Stock, at a price per share of $6.3850 and (ii) warrants (the “September Warrants”) in September 2022 exercisable for an aggregate of 2,000,000 shares of Common Stock, at a price per share of $6.3850. | athx-20230417.htm |
| 2023-04-14 | 8-K | 2023-04-13 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 As previously disclosed, on October 20, 2022, Athersys, Inc. (the “Company”) received a written notification from the Listing Qualifications staff of The Nasdaq Stock Market (“Nasdaq”) that the Company is not in compliance with the requirement to maintain a minimum market value of listed securities of $35 million, as set forth in Nasdaq Listing Rule 5550(b)(2) (the “Market Value Standard”), because the market value of the Company’s common stock (the “Common Stock”) was below $35 million for 30 consecutive business days. | athx-20230413.htm |
| 2023-04-03 | 8-K | 2023-03-31 | 2.02 Results of Operations and Financial Condition | 2.02 On March 31, 2023, Athersys, Inc. issued a press release announcing financial results for its fourth quarter and full year ended December 31, 2022. | athx-20230331.htm |
| 2023-01-25 | 8-K | 2023-01-24 | 8.01 Other Events | 8.01 On January 24, 2023, Nasdaq notified the Company that the bid price of the Common Stock closed at or above $1.00 per share for a minimum of ten consecutive trading days and that the Company had regained compliance with the Bid Price Requirement. | athx-20230124.htm |
| 2023-01-05 | 8-K | 2023-01-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 3, 2023, the Board of Directors (the “Board”) of Athersys, Inc., a Delaware corporation (the “Company”), appointed Joseph Nolan as a director to fill an existing vacancy on the Board, effective as of January 4, 2023. | athx-20230103.htm |