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SECURITIES AND EXCHANGE COMMISSION
þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 20-4864095 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
3201 Carnegie Avenue, Cleveland, Ohio | 44115-2634 | |
(Address of principal executive offices) | (Zip Code) |
Title of each class | Name of each exchange on which registered | |
Common Stock, par value $.001 per share | NASDAQ Stock Market LLC |
Yeso Noþ
Yeso Noþ
Yesþ Noo
Yeso Noo
Large accelerated filero | Accelerated filero | Non-accelerated filero | Smaller Reporting Companyþ |
Yeso Noþ
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Exhibit 10.42 | ||||||||
Exhibit 10.43 | ||||||||
Exhibit 10.45 | ||||||||
Exhibit 21 | ||||||||
Exhibit 23 | ||||||||
Exhibit 24.1 | ||||||||
Exhibit 24.2 | ||||||||
Exhibit 31.1 | ||||||||
Exhibit 31.2 | ||||||||
Exhibit 32.1 |
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ITEM 1. | BUSINESS. |
• | Efficiently develop product candidates in established areas of significant clinical need.We will continue to develop certain product candidates leveraging others’ prior clinical efforts and validation while we focus on development of best-in-class product candidates with differentiated profiles. Our intention is to develop our products for ultimate commercialization by us, our partners or licensees after they have received approval from the U.S. Food and Drug Administration, or FDA, and/or other regulatory agencies. |
• | Apply our proprietary technologies toward the rapid identification, validation, and development of therapeutic product candidates.We will continue to use our proprietary technologies to identify and validate therapeutic product candidates. We believe our technologies, including MultiStem and RAGE (Random Activation of Gene Expression), provide us with a competitive advantage in drug discovery and product development by allowing us to move products quickly from the discovery phase into clinical trials. We will select candidates for internal development based on several factors, including the required regulatory approval pathway and the potential market into which the product may be sold, and our ability to feasibly fund development activities through commercialization and marketing of the approved product. |
• | Enter into licensing or co-development arrangements for certain product candidates.We intend to license certain of our product candidates to, or co-develop them with, qualified collaborators to broaden and accelerate our product development and commercialization efforts. We anticipate that this strategy will help us to enhance our return on product candidates for which we enter into collaborations through the receipt of a mix of license fees, milestone payments, and profit sharing or royalties. Certain partnerships may include strategic equity investments. |
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• | Continue to expand our intellectual property portfolio.Our intellectual property is important to our business and we take significant steps to protect its value. We have an ongoing research and development effort, both through internal activities and through collaborative research activities with others, which aims to develop new intellectual property and enables us to file patent applications that cover new applications of our existing technologies or product candidates, including MultiStem. |
• | Out-license non-core applications of our technologies.Certain elements of our technologies, such as their application toward the development of novel diagnostics or their use for the analysis, characterization or production of certain types of therapeutic product candidates such as biogenerics or biosimilars, may not be relevant to the key elements of our corporate strategy. We believe these applications may have significant potential value, however, and may provide capital to us that can be applied to our other development efforts. Where appropriate, we may seek to license non-core applications of our technologies to others to realize this value. |
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• | Broad plasticity and multiple potential mechanisms of action. MultiStem cells have a demonstrated ability in animal models to form a range of cell types and appear to be able to deliver therapeutic benefit through multiple mechanisms, such as producing factors that protect tissues against damage and inflammation, as well as enhancing or playing a direct role in revascularization or tissue regeneration. |
• | Large scale production.Unlike conventional stem cells, such as blood-forming or hematopoietic stem cells, MultiStem cells may be produced on a large scale, processed, and cryogenically preserved, and then used clinically in a rapid and efficient manner. Material obtained from a single donor may be used to produce hundreds of thousands or millions of individual doses, representing a yield far greater than other stem cells have been able to achieve. |
• | “Off-the-shelf” utility.Unlike traditional bone marrow or hematopoietic stem cell transplants that require extensive genetic matching between donor and recipient, MultiStem is administered without tissue matching or the requirement for immune suppressive drugs. MultiStem is administered as a cryogenically preserved allogeneic product, meaning that these cells are not genetically matched between donor and recipient. This feature, combined with the ability to establish large MultiStem banks, could make it practical for clinicians to efficiently deliver stem cell therapy to a large number of patients. |
• | Safety.Other stem cell types, such as embryonic stem cells, can pose serious safety risks, such as the formation of tumors or ectopic tissue. In contrast, MultiStem cells have an outstanding safety profile that has been compiled over several years of preclinical study in a range of animal models by a variety of investigators. |
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• | if at least one cell therapy product has obtained regulatory approval and we and Angiotech have shared profits with respect to sales of at least one cell therapy product, the date that there has been no sales for 12 months of any cell therapy product that has been the subject of profit-sharing, unless a clinical development candidate is in at least a phase III clinical or later; and | ||
• | the later of (1) the expiration date of the last-to-expire patent licensed to Angiotech, and (2) the 15-year anniversary, which would be May 2021. |
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• | preclinical tests in animals that demonstrate a reasonable likelihood of safety and effectiveness in human patients; | ||
• | submission to the FDA of an IND, which must become effective before clinical trials in humans can commence. If phase I clinical trials are to be conducted initially outside the United States, a different regulatory filing is required, depending on the location of the trial; | ||
• | adequate and well controlled human clinical trials to establish the safety and efficacy of the drug or biologic in the intended disease indication; | ||
• | for drugs, submission of a New Drug Application, or NDA, or a Biologic License Application, or BLA, with the FDA; and | ||
• | FDA approval of the NDA or BLA before any commercial sale or shipment of the drug. |
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ITEM 1A. | RISK FACTORS |
• | the progress and costs of our research and development programs, including our ability to develop our current portfolio of therapeutic products, or discover and develop new ones; |
• | our ability, or our partners ability and willingness, to advance partnered products or programs, and the speed in which they are advanced; |
• | the cost of prosecuting, defending and enforcing patent claims and other intellectual property rights; |
• | the progress, scope, costs, and results of our preclinical and clinical testing of any current or future pharmaceutical or MultiStem related products; |
• | the time and cost involved in obtaining regulatory approvals; |
• | the cost of manufacturing our product candidates; |
• | expenses related to complying with GMP of therapeutic product candidates; |
• | costs of financing the purchases of additional capital equipment and development technologies; |
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• | competing technological and market developments; |
• | our ability to establish and maintain collaborative and other arrangements with third parties to assist in bringing our products to market and the cost of such arrangements; |
• | the amount and timing of payments or equity investments that we receive from collaborators or changes in or terminations of future or existing collaboration and licensing arrangements and the timing and amount of expenses we incur to supporting these collaborations and license agreements; |
• | costs associated with the integration of any new operation, including costs relating to future mergers and acquisitions with companies that have complementary capabilities; |
• | expenses related to the establishment of sales and marketing capabilities for products awaiting approval or products that have been approved; |
• | the level of our sales and marketing expenses; and |
• | our ability to introduce and sell new products. |
• | delays in the ability to manufacture the product in quantities or in a form that is suitable for any required preclinical studies or clinical trials; | ||
• | delays in the design, enrollment, implementation or completion of required preclinical studies and clinical trials; | ||
• | an inability to follow our current development strategy for obtaining regulatory approval from the FDA because of changes in the regulatory approval process; | ||
• | less than desired or complete lack of efficacy or safety in preclinical studies or clinical trials; and | ||
• | intellectual property constraints that prevent us from making, using, or commercializing the product candidate. |
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• | test short-term safety and tolerability; | ||
• | study the absorption, distribution, metabolism and elimination of the product candidate; | ||
• | study the biochemical and physiological effects of the product candidate and the mechanisms of the drug action and the relationship between drug levels and effect; and | ||
• | understand the product candidate’s side effects at various doses and schedules. |
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• | health concerns, whether actual or perceived, or unfavorable publicity regarding our obesity drugs, stem cell products or those of our competitors; | ||
• | the timing of market entry as compared to competitive products; | ||
• | the rate of adoption of products by our collaborators and other companies in the industry; | ||
• | any product labeling that may be required by the FDA or other United States or foreign regulatory agencies for our products or competing or comparable products; | ||
• | convenience and ease of administration; | ||
• | pricing; | ||
• | perceived efficacy and side effects; | ||
• | marketing; | ||
• | availability of alternative treatments; | ||
• | levels of reimbursement and insurance coverage; and | ||
• | activities by our competitors. |
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• | the size of the patient population; | ||
• | the proximity of patients to clinical sites; | ||
• | the eligibility criteria for the trial; | ||
• | the perceptions of investigators and patients regarding safety; and | ||
• | the availability of other treatment options. |
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• | we were the first to file patent applications or to invent the subject matter claimed in patent applications relating to the technologies or product candidates upon which we rely; | ||
• | others will not independently develop similar or alternative technologies or duplicate any of our technologies; | ||
• | others did not publicly disclose our claimed technology before we conceived the subject matter included in any of our patent applications; | ||
• | any of our pending or future patent applications will result in issued patents; | ||
• | any of our patent applications will not result in interferences or disputes with third parties regarding priority of invention; | ||
• | any patents that may be issued to us, our collaborators or our licensors will provide a basis for commercially viable products or will provide us with any competitive advantages or will not be challenged by third parties; | ||
• | we will develop additional proprietary technologies that are patentable; | ||
• | the patents of others will not have an adverse effect on our ability to do business; or | ||
• | new proprietary technologies from third parties, including existing licensors, will be available for licensing to us on reasonable commercial terms, if at all. |
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• | we may have to issue convertible debt or equity securities to complete an acquisition, which would dilute our stockholders and could adversely affect the market price of our common stock; | ||
• | an acquisition may negatively impact our results of operations because it may require us to incur large one-time charges to earnings, amortize or write down amounts related to goodwill and other intangible assets, or incur or assume substantial debt or liabilities, or it may cause adverse tax consequences, substantial depreciation or deferred compensation charges; | ||
• | we may encounter difficulties in assimilating and integrating the business, technologies, products, personnel or operations of companies that we acquire; | ||
• | certain acquisitions may disrupt our relationship with existing collaborators who are competitive to the acquired business; | ||
• | acquisitions may require significant capital infusions and the acquired businesses, products or technologies may not generate sufficient revenue to offset acquisition costs; | ||
• | an acquisition may disrupt our ongoing business, divert resources, increase our expenses and distract our management; | ||
• | acquisitions may involve the entry into a geographic or business market in which we have little or no prior experience; and | ||
• | key personnel of an acquired company may decide not to work for us. |
• | changes and limits in import and export controls; |
• | increases in custom duties and tariffs; |
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• | changes in currency exchange rates; |
• | economic and political instability; |
• | changes in government regulations and laws; |
• | absence in some jurisdictions of effective laws to protect our intellectual property rights; and |
• | currency transfer and other restrictions and regulations that may limit our ability to sell certain products or repatriate profits to the United States. |
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ITEM 1B. | UNRESOLVED STAFF COMMENTS |
ITEM 2. | PROPERTIES |
ITEM 3. | LEGAL PROCEEDINGS |
ITEM 3A. | EXECUTIVE OFFICERS OF THE REGISTRANT |
Age: 44
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Age: 42
Age: 58
Age: 46
ITEM 4. | RESERVED |
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ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
High | Low | |||||||
Year ended December 31, 2009: | ||||||||
First Quarter | $ | 1.28 | $ | 0.45 | ||||
Second Quarter | $ | 1.04 | $ | 0.75 | ||||
Third Quarter | $ | 1.35 | $ | 0.78 | ||||
Fourth Quarter | $ | 6.40 | $ | 0.97 | ||||
Year ended December 31, 2008: | ||||||||
First Quarter | $ | 5.00 | $ | 3.00 | ||||
Second Quarter | $ | 4.23 | $ | 1.55 | ||||
Third Quarter | $ | 4.00 | $ | 1.17 | ||||
Fourth Quarter | $ | 1.88 | $ | 0.15 |
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ITEM 6. | SELECTED FINANCIAL DATA |
Year Ended December 31, | ||||||||||||||||||||
2009 | 2008 | 2007 | 2006 | 2005 | ||||||||||||||||
Consolidated Statement of Operations Data: | ||||||||||||||||||||
Revenues: | ||||||||||||||||||||
Contract revenue | $ | 1,079 | $ | 1,880 | $ | 1,433 | $ | 1,908 | $ | 763 | ||||||||||
Grant revenue | 1,080 | 1,225 | 1,827 | 1,817 | 2,833 | |||||||||||||||
Total revenues | 2,159 | 3,105 | 3,260 | 3,725 | 3,596 | |||||||||||||||
Costs and expenses: | ||||||||||||||||||||
Research and development | 11,920 | 16,500 | 15,817 | 9,741 | 12,578 | |||||||||||||||
General and administrative | 5,621 | 5,479 | 7,975 | 3,347 | 3,755 | |||||||||||||||
Depreciation | 233 | 218 | 283 | 528 | 982 | |||||||||||||||
Restructuring costs | — | — | — | — | 251 | |||||||||||||||
Loss from operations | (15,615 | ) | (19,092 | ) | (20,815 | ) | (9,891 | ) | (13,970 | ) | ||||||||||
Other (expense) income: | ||||||||||||||||||||
Other (expense) income, net | (126 | ) | 48 | 2,017 | 208 | 18 | ||||||||||||||
Interest income | 375 | 1,146 | 1,591 | 119 | 317 | |||||||||||||||
Interest expense | — | (94 | ) | (1,263 | ) | (1,047 | ) | (964 | ) | |||||||||||
Accretion of premium on convertible debt | — | — | (456 | ) | (260 | ) | — | |||||||||||||
Loss before cumulative effect of change in accounting principle | (15,366 | ) | (17,992 | ) | (18,926 | ) | (10,871 | ) | (14,599 | ) | ||||||||||
Cumulative effect of change in accounting principle | — | — | — | 306 | — | |||||||||||||||
Net loss | $ | (15,366 | ) | $ | (17,992 | ) | $ | (18,926 | ) | $ | (10,565 | ) | $ | (14,599 | ) | |||||
Preferred stock dividends | — | — | (659 | ) | (1,408 | ) | (2,253 | ) | ||||||||||||
Deemed dividend resulting from induced conversion of convertible preferred stock | — | — | (4,800 | ) | — | — | ||||||||||||||
Net loss attributable to common stockholders | $ | (15,366 | ) | $ | (17,992 | ) | $ | (24,385 | ) | $ | (11,973 | ) | $ | (16,852 | ) | |||||
Basic and diluted net loss per common share attributable to common stockholders: | ||||||||||||||||||||
Loss before cumulative effect of change in accounting principle | $ | (0.81 | ) | $ | (0.95 | ) | $ | (2.26 | ) | $ | (41.89 | ) | $ | (57.79 | ) | |||||
Cumulative effect of change in accounting principle | — | — | — | 1.05 | — | |||||||||||||||
Net loss per share | $ | (0.81 | ) | $ | (0.95 | ) | $ | (2.26 | ) | $ | (40.84 | ) | $ | (57.79 | ) | |||||
Weighted average shares outstanding, basic and diluted | 18,928,379 | 18,927,988 | 10,811,119 | 293,142 | 291,612 | |||||||||||||||
Consolidated Balance Sheet Data: | ||||||||||||||||||||
Cash and cash equivalents | $ | 11,167 | $ | 12,552 | $ | 13,248 | $ | 1,528 | $ | 1,080 | ||||||||||
Available-for-sale securities (short-tem) | 10,135 | 15,460 | 22,477 | — | 3,481 | |||||||||||||||
Working capital (deficit) | 16,291 | 26,789 | 32,849 | (3,206 | ) | 1,828 | ||||||||||||||
Available-for-sale securities (long-tem) | 5,080 | 3,601 | 13,850 | — | — | |||||||||||||||
Total assets | 28,331 | 33,877 | 52,225 | 4,266 | 7,309 | |||||||||||||||
Long-term obligations, less current portion | — | — | — | 9,310 | 4,684 | |||||||||||||||
Accrued dividends | — | — | — | 8,882 | 7,473 | |||||||||||||||
Total stockholders’ equity (deficit) | 18,957 | 31,563 | 47,631 | (20,007 | ) | (8,584 | ) |
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ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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Year ended December 31, | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
Contract revenue | $ | 1,079 | $ | 1,880 | $ | 1,433 | ||||||
Grant revenue | 1,080 | 1,225 | 1,827 | |||||||||
$ | 2,159 | $ | 3,105 | $ | 3,260 | |||||||
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Year ended December 31, | ||||||||||||
Type of expense | 2009 | 2008 | 2007 | |||||||||
Personnel costs | $ | 3,607 | $ | 2,924 | $ | 2,813 | ||||||
Research supplies | 907 | 849 | 679 | |||||||||
Facilities | 826 | 817 | 762 | |||||||||
Clinical and preclinical development costs | 1,904 | 7,878 | 5,723 | |||||||||
Sponsored research | 878 | 393 | 465 | |||||||||
Patent legal fees | 1,351 | 1,481 | 1,086 | |||||||||
Other | 1,151 | 1,431 | 1,821 | |||||||||
Stock-based compensation | 1,296 | 727 | 2,468 | |||||||||
$ | 11,920 | $ | 16,500 | $ | 15,817 | |||||||
Year ended December 31, | ||||||||||||
Type of expense | 2009 | 2008 | 2007 | |||||||||
Personnel costs | $ | 1,975 | $ | 1,726 | $ | 1,987 | ||||||
Facilities | 299 | 342 | 330 | |||||||||
Legal and professional fees | 916 | 1,032 | 1,165 | |||||||||
Other | 919 | 1,250 | 1,822 | |||||||||
Stock-based compensation | 1,512 | 1,129 | 2,671 | |||||||||
$ | 5,621 | $ | 5,479 | $ | 7,975 | |||||||
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More | ||||||||||||||||||||
Less Than | Than | |||||||||||||||||||
Contractual Obligations | Total | 1 Year | 1 – 3 Years | 3 – 5 Years | 5 Years | |||||||||||||||
Operating leases for facilities and equipment lease | $ | 470,000 | $ | 384,000 | $ | 86,000 | $ | — | $ | — |
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• | the possibility of delays in, adverse results of and excessive costs of the development process; |
• | changes in external market factors; |
• | changes in our industry’s overall performance; |
• | changes in our business strategy; |
• | our ability to protect our intellectual property portfolio; |
• | our possible inability to realize commercially valuable discoveries in our collaborations with pharmaceutical and other biotechnology companies; |
• | our ability to meet milestones under our collaboration agreements; |
• | our possible inability to execute our strategy due to changes in our industry or the economy generally; |
• | changes in productivity and reliability of suppliers; |
• | the success of our competitors and the emergence of new competitors; and |
• | the risks mentioned elsewhere in this annual report under Item 1A, “Risk Factors.” |
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ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
Years Ended December 31, 2009, 2008 and 2007
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48 | ||||
49 | ||||
50 | ||||
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52 | ||||
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Athersys, Inc.
Cleveland, Ohio | /s/ ERNST & YOUNG LLP | |
March 11, 2010 |
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December 31, | ||||||||
2009 | 2008 | |||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 11,167 | $ | 12,552 | ||||
Available-for-sale securities | 10,135 | 15,460 | ||||||
Accounts receivable | 352 | 260 | ||||||
Receivable from Angiotech | 229 | 234 | ||||||
Investment interest receivable | 93 | 189 | ||||||
Prepaid expenses and other | 173 | 408 | ||||||
Total current assets | 22,149 | 29,103 | ||||||
Available-for-sale securities | 5,080 | 3,601 | ||||||
Deposits and other | 38 | 156 | ||||||
Equipment, net | 849 | 701 | ||||||
Equity investments | 215 | 316 | ||||||
Total assets | $ | 28,331 | $ | 33,877 | ||||
Liabilities and stockholders’ equity | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 1,128 | $ | 1,498 | ||||
Accrued compensation and related benefits | 667 | 97 | ||||||
Accrued clinical trial costs | 83 | 58 | ||||||
Accrued expenses | 857 | 603 | ||||||
Deferred revenue | 3,123 | 58 | ||||||
Total current liabilities | 5,858 | 2,314 | ||||||
Deferred revenue | 3,516 | — | ||||||
Stockholders’ equity: | ||||||||
Preferred stock, at stated value; 10,000,000 shares authorized, and no shares issued and outstanding at December 31, 2009 and December 31, 2008 | — | — | ||||||
Common stock, $0.001 par value; 100,000,000 shares authorized, 18,929,333 and 18,927,988 shares issued and outstanding at December 31, 2009 and December 31, 2008, respectively | 19 | 19 | ||||||
Additional paid-in capital | 212,704 | 209,895 | ||||||
Accumulated other comprehensive income | 71 | 120 | ||||||
Accumulated deficit | (193,837 | ) | (178,471 | ) | ||||
Total stockholders’ equity | 18,957 | 31,563 | ||||||
Total liabilities and stockholders’ equity | $ | 28,331 | $ | 33,877 | ||||
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Year Ended December 31, | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
Revenues | ||||||||||||
Contract revenue | $ | 1,079 | $ | 1,880 | $ | 1,433 | ||||||
Grant revenue | 1,080 | 1,225 | 1,827 | |||||||||
Total revenues | 2,159 | 3,105 | 3,260 | |||||||||
Costs and expenses | ||||||||||||
Research and development (including stock compensation expense of $1,296, $727 and $2,468 in 2009, 2008 and 2007, respectively) | 11,920 | 16,500 | 15,817 | |||||||||
General and administrative (including stock compensation expense of $1,512, $1,129 and $2,671 in 2009, 2008 and 2007, respectively) | 5,621 | 5,479 | 7,975 | |||||||||
Depreciation | 233 | 218 | 283 | |||||||||
Total costs and expenses | 17,774 | 22,197 | 24,075 | |||||||||
Loss from operations | (15,615 | ) | (19,092 | ) | (20,815 | ) | ||||||
Other (expense) income, net | (126 | ) | 48 | 2,017 | ||||||||
Interest income | 375 | 1,146 | 1,591 | |||||||||
Interest expense | — | (94 | ) | (1,263 | ) | |||||||
Accretion of premium on convertible debt | — | — | (456 | ) | ||||||||
Net loss | $ | (15,366 | ) | $ | (17,992 | ) | $ | (18,926 | ) | |||
Preferred stock dividends | — | — | (659 | ) | ||||||||
Deemed dividend resulting from induced conversion of convertible preferred stock | — | — | (4,800 | ) | ||||||||
Net loss attributable to common stockholders | $ | (15,366 | ) | $ | (17,992 | ) | $ | (24,385 | ) | |||
Basic and diluted net loss per common share attributable to common stockholders | $ | (0.81 | ) | $ | (0.95 | ) | $ | (2.26 | ) | |||
Weighted average shares outstanding, basic and diluted | 18,928,379 | 18,927,988 | 10,811,119 |
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Convertible | Accumulated | Total | ||||||||||||||||||||||||||||||||||
Preferred Stock | Common Stock | Additional | Other | Stockholders’ | ||||||||||||||||||||||||||||||||
Number | Stated | Number | Par | Paid-in | Treasury | Comprehensive | Accumulated | Equity | ||||||||||||||||||||||||||||
of Shares | Value | of Shares | Value | Capital | Stock | Income (Loss) | Deficit | (Deficit) | ||||||||||||||||||||||||||||
Balance at January 1, 2007 | 364,524 | $ | 68,301 | 293,770 | $ | — | $ | 53,495 | $ | (250 | ) | $ | — | $ | (141,553 | ) | $ | (20,007 | ) | |||||||||||||||||
Stock based compensation | — | — | — | — | 5,139 | — | — | — | 5,139 | |||||||||||||||||||||||||||
Accrued dividends — Class C | — | — | — | — | (659 | ) | — | — | — | (659 | ) | |||||||||||||||||||||||||
Elimination of cumulative accrued dividends — Class C | — | — | — | — | 9,541 | — | — | — | 9,541 | |||||||||||||||||||||||||||
Conversion of preferred stock to common stock | (364,524 | ) | (68,301 | ) | 1,912,356 | 2 | 68,299 | — | — | — | — | |||||||||||||||||||||||||
Issuance of common stock from warrant exercises | — | — | 1,003,190 | 1 | 9 | — | — | — | 10 | |||||||||||||||||||||||||||
Retirement of treasury stock | — | — | — | — | (250 | ) | 250 | — | — | — | ||||||||||||||||||||||||||
Shares of common stock for merger with BTHC VI, Inc. | — | — | 299,622 | — | — | — | — | — | ||||||||||||||||||||||||||||
Issuance of common stock, net of expenses | — | — | 13,001,379 | 13 | 58,479 | — | — | — | 58,492 | |||||||||||||||||||||||||||
Issuance of common stock warrants | — | — | — | — | 492 | — | — | — | 492 | |||||||||||||||||||||||||||
Issuance of common stock for conversion of convertible notes | — | — | 2,417,671 | 3 | 13,494 | — | — | — | 13,497 | |||||||||||||||||||||||||||
Comprehensive loss: | ||||||||||||||||||||||||||||||||||||
Net loss | — | — | — | — | — | — | — | (18,926 | ) | (18,926 | ) | |||||||||||||||||||||||||
Unrealized gain on available-for- sale securities | — | — | — | — | — | — | 52 | — | 52 | |||||||||||||||||||||||||||
Total comprehensive loss | (18,874 | ) | ||||||||||||||||||||||||||||||||||
Balance at December 31, 2007 | — | — | 18,927,988 | 19 | 208,039 | — | 52 | (160,479 | ) | 47,631 | ||||||||||||||||||||||||||
Stock based compensation | — | — | — | — | 1,856 | — | — | — | 1,856 | |||||||||||||||||||||||||||
Comprehensive loss: | ||||||||||||||||||||||||||||||||||||
Net loss | — | — | — | — | — | — | — | (17,992 | ) | (17,992 | ) | |||||||||||||||||||||||||
Unrealized gain on available-for-sale securities | — | — | — | — | — | — | 68 | — | 68 | |||||||||||||||||||||||||||
Total comprehensive loss | (17,924 | ) | ||||||||||||||||||||||||||||||||||
Balance at December 31, 2008 | — | — | 18,927,988 | 19 | 209,895 | — | 120 | (178,471 | ) | 31,563 | ||||||||||||||||||||||||||
Stock based compensation | — | — | — | — | 2,808 | — | — | — | 2,808 | |||||||||||||||||||||||||||
Issuance of common stock | — | — | 1,345 | — | 1 | — | — | — | 1 | |||||||||||||||||||||||||||
Comprehensive loss: | ||||||||||||||||||||||||||||||||||||
Net loss | — | — | — | — | — | — | — | (15,366 | ) | (15,366 | ) | |||||||||||||||||||||||||
Unrealized loss on available-for-sale securities | — | — | — | — | — | — | (49 | ) | — | (49 | ) | |||||||||||||||||||||||||
Total comprehensive loss | (15,415 | ) | ||||||||||||||||||||||||||||||||||
Balance at December 31, 2009 | — | — | 18,929,333 | 19 | 212,704 | — | 71 | (193,837 | ) | 18,957 | ||||||||||||||||||||||||||
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Year Ended December 31, | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
Operating activities | ||||||||||||
Net loss | $ | (15,366 | ) | $ | (17,992 | ) | $ | (18,926 | ) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||
Depreciation | 233 | 218 | 283 | |||||||||
Gain on sale of equipment | (21 | ) | (24 | ) | — | |||||||
Accretion of premium on convertible debt | — | — | 456 | |||||||||
Provision on notes receivable | — | 74 | 193 | |||||||||
Earned milestone applied to note receivable | — | — | 283 | |||||||||
Stock-based compensation | 2,808 | 1,856 | 5,139 | |||||||||
Expense related to warrants issued to lenders | — | 16 | 476 | |||||||||
Amortization of premium (discount) on available- for-sale securities and other | 305 | 12 | (52 | ) | ||||||||
Changes in operating assets and liabilities: | ||||||||||||
Accounts receivable | (92 | ) | 618 | 111 | ||||||||
Receivable from Angiotech | 5 | (171 | ) | (63 | ) | |||||||
Prepaid expenses and other assets | 449 | 178 | (558 | ) | ||||||||
Accounts payable and accrued expenses | 479 | (467 | ) | 505 | ||||||||
Deferred revenue | 6,581 | (29 | ) | 87 | ||||||||
Net cash used in operating activities | (4,619 | ) | (15,711 | ) | (12,066 | ) | ||||||
Investing activities | ||||||||||||
Purchase of available-for-sale securities | (11,692 | ) | (26,594 | ) | (46,316 | ) | ||||||
Proceeds from maturities of available-for-sale securities | 15,300 | 43,917 | 10,100 | |||||||||
Investment in privately-held company | (14 | ) | — | — | ||||||||
Proceeds from sale of equipment | 21 | 24 | — | |||||||||
Purchases of equipment | (381 | ) | (532 | ) | (161 | ) | ||||||
Net cash provided by (used in) investing activities | 3,234 | 16,815 | (36,377 | ) | ||||||||
Financing activities | ||||||||||||
Principal payments on debt | — | (1,800 | ) | (3,332 | ) | |||||||
Proceeds from convertible promissory notes | — | — | 5,000 | |||||||||
Proceeds from issuance of common stock, net | — | — | 58,495 | |||||||||
Net cash (used in) provided by financing activities | — | (1,800 | ) | 60,163 | ||||||||
(Decrease) increase in cash and cash equivalents | (1,385 | ) | (696 | ) | 11,720 | |||||||
Cash and cash equivalents at beginning of year | 12,552 | 13,248 | 1,528 | |||||||||
Cash and cash equivalents at end of year | $ | 11,167 | $ | 12,552 | $ | 13,248 | ||||||
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Our license and collaboration agreements may contain multiple elements, including license and technology access fees, research and development funding, manufacturing revenue, cost-sharing, milestones and royalties. The deliverables under such an arrangement are evaluated under Accounting Standards Codification (“ASC”) 605-25,Multiple-Element Arrangements, (which originated primarily from the guidance in EITF 00-21) to assess whether they have standalone value and objective and reliable evidence of fair value, and if so, are accounted for as a single unit. We then recognize revenue for each unit based on the culmination of the earnings process under ASC 605-S25 (issued as SAB Topic 13) and our estimated performance period for the single units of accounting based on the specific terms of each collaborative agreement. We subsequently adjust the estimated performance periods, if appropriate, on a prospective basis based upon available facts and circumstances. Future changes in estimates of the performance period may materially impact the timing of future revenue recognized. Amounts received prior to satisfying the revenue recognition criteria for contract revenues are recorded as deferred revenue in the accompanying balance sheets. Reimbursement amounts (other than those accounted for using collaboration accounting) paid to us are recorded on a gross basis in the statements of operations as contract revenues. |
We entered into a collaboration agreement with Pfizer, Inc. (“Pfizer”) in December 2009 that contains multiple elements and deliverables. For a description of the collaboration agreement and the determination of contract revenues, see Note E. |
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December 31, | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
Volatility | 89.5% | 69.6% | 73.4% | |||||||||
Risk-free interest rate | 2.4% | 3.0% | 5.3% | |||||||||
Expected life of option | 5.01 years | 5.09 years | 5.36 years | |||||||||
Expected dividend yield | 0.0% | 0.0% | 0.0% |
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• | Outstanding stock options to purchase 4,001,149, 3,738,473 and 3,679,884 shares of common stock for the years ended December 31, 2009, 2008 and 2007, respectively; |
• | Warrants to purchase 5,125,496 shares of common stock for each the years ended December 31, 2009, 2008 and 2007; |
• | Shares of common stock issuable upon conversion of convertible preferred stock in the amount of 160,041 for the year ended December 31, 2007; and |
• | Shares of common stock issuable upon the conversion of convertible promissory notes in the amount of 112,098 for the year ended December 31, 2007. |
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December 31, | ||||||||
Equipment consists of (in thousands): | 2009 | 2008 | ||||||
Laboratory equipment | $ | 6,262 | $ | 6,045 | ||||
Office equipment and leasehold improvements | 3,639 | 3,607 | ||||||
9,901 | 9,652 | |||||||
Accumulated depreciation | (9,052 | ) | (8,951 | ) | ||||
$ | 849 | $ | 701 | |||||
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Level 1 | Unadjusted quoted prices in active markets for identical assets or liabilities. | |
Level 2 | Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability. | |
Level 3 | Unobservable inputs for the asset or liability. |
Fair Value Measurements at December 31, 2009 Using | ||||||||||||||||
Quoted Prices in Active | Significant Other | Significant | ||||||||||||||
Balance as of | Markets for Identical | Observable Inputs | Unobservable | |||||||||||||
Description | December 31, 2009 | Assets (Level 1) | (Level 2) | Inputs (Level 3) | ||||||||||||
Available-for-sale securities | $ | 15,215 | $ | 15,215 | $ | — | $ | — |
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Gross | Gross | Estimated | ||||||||||||||
Amortized | Unrealized | Unrealized | Fair | |||||||||||||
Cost | Losses | Gains | Value | |||||||||||||
December 31, 2009: | ||||||||||||||||
U.S. government obligations, which included government-backed agencies | $ | 12,613 | $ | (12 | ) | $ | 52 | $ | 12,653 | |||||||
Corporate debt securities | 2,531 | — | 31 | 2,562 | ||||||||||||
$ | 15,144 | $ | (12 | ) | $ | 83 | $ | 15,215 | ||||||||
December 31, 2008: | ||||||||||||||||
U.S. government obligations, which included government-backed agencies | $ | 13,603 | $ | — | $ | 125 | $ | 13,728 | ||||||||
Corporate debt securities | 5,338 | (24 | ) | 19 | 5,333 | |||||||||||
$ | 18,941 | $ | (24 | ) | $ | 144 | $ | 19,061 | ||||||||
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December 31, 2009 | ||||||||
Amortized | Estimated | |||||||
Cost | Fair Value | |||||||
Due in one year or less | $ | 10,065 | $ | 10,135 | ||||
Due after one year through two years | 5,079 | 5,080 | ||||||
$ | 15,144 | $ | 15,215 | |||||
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December 31 | ||||||||
2009 | 2008 | |||||||
Stock option plans | 4,500 | 4,500 | ||||||
Warrants to purchase common stock — 2007 Offering | 4,976 | 4,976 | ||||||
Warrants to purchase common stock — Lenders | 149 | 149 | ||||||
9,625 | 9,625 | |||||||
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Weighted | ||||||||
Average | ||||||||
Number | Exercise | |||||||
of Options | Price | |||||||
Outstanding January 1, 2007 | 116,083 | $ | 80.62 | |||||
Granted | 3,738,000 | 5.06 | ||||||
Exercised | — | — | ||||||
Forfeited / Terminated / Expired | (174,199 | ) | 51.21 | |||||
Outstanding December 31, 2007 | 3,679,884 | 5.24 | ||||||
Granted | 218,000 | 3.36 | ||||||
Exercised | — | — | ||||||
Forfeited / Expired | (159,411 | ) | 6.64 | |||||
Outstanding December 31, 2008 | 3,738,473 | 5.07 | ||||||
Granted | 272,000 | 3.17 | ||||||
Exercised | — | — | ||||||
Forfeited / Expired | (9,324 | ) | 8.26 | |||||
Outstanding December 31, 2009 | 4,001,149 | $ | 4.94 | |||||
Vested during 2009 | 854,459 | $ | 4.81 | |||||
Vested and exercisable at December 31, 2009 | 3,265,792 | $ | 5.09 |
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December 31, 2009 | ||||||||||||||||||||||||
Options Outstanding | Options Vested and Exercisable | |||||||||||||||||||||||
Weighted | Weighted | |||||||||||||||||||||||
Average | Weighted | Average | Weighted | |||||||||||||||||||||
Number | Remaining | Average | Number | Remaining | Average | |||||||||||||||||||
of | Contractual | Exercise | of | Contractual | Exercise | |||||||||||||||||||
Exercise Price | Options | Life | Price | Options | Life | Price | ||||||||||||||||||
$1.35 – 2.96 | 267,000 | 5.68 | $ | 2.03 | 87,377 | 4.40 | $ | 2.46 | ||||||||||||||||
$4.00 – 4.99 | 137,000 | 7.89 | $ | 4.32 | 67,042 | 7.84 | $ | 4.36 | ||||||||||||||||
$5.00 – 7.80 | 3,595,000 | 6.63 | $ | 5.07 | 3,109,224 | 6.54 | $ | 5.05 | ||||||||||||||||
$90.66 – 278.95 | 2,149 | 1.86 | $ | 184.76 | 2,149 | 1.86 | $ | 184.76 | ||||||||||||||||
4,001,149 | 3,265,792 | |||||||||||||||||||||||
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December 31, | ||||||||
2009 | 2008 | |||||||
Net operating loss carryforwards | $ | 9,892 | $ | 7,755 | ||||
Net operating loss carryforwards — Pre-Merger NOL | 2,751 | 2,908 | ||||||
Research and development credit carryforwards | 2,070 | 1,404 | ||||||
License fee | 2,011 | |||||||
Compensation expense | 2,432 | 1,700 | ||||||
Other | 506 | 468 | ||||||
Total deferred tax assets | 19,662 | 14,235 | ||||||
Valuation allowance for deferred tax assets | (19,662 | ) | (14,235 | ) | ||||
Net deferred tax assets | $ | — | $ | — | ||||
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2009 | ||||||||||||||||||||
First | Second | Third | Fourth | |||||||||||||||||
Quarter | Quarter | Quarter | Quarter | Full Year | ||||||||||||||||
Revenues | $ | 370 | $ | 436 | $ | 484 | $ | 869 | $ | 2,159 | ||||||||||
Net loss | $ | (3,625 | ) | $ | (3,347 | ) | $ | (3,380 | ) | $ | (5,014 | ) | $ | (15,366 | ) | |||||
Net loss attributable to common stockholders | $ | (3,625 | ) | $ | (3,347 | ) | $ | (3,380 | ) | $ | (5,014 | ) | $ | (15,366 | ) | |||||
Basic and diluted net loss per common share attributable to common stockholders | $ | (0.19 | ) | $ | (0.18 | ) | $ | (0.18 | ) | $ | (0.26 | ) | $ | (0.81 | ) |
2008 | ||||||||||||||||||||
First | Second | Third | Fourth | |||||||||||||||||
Quarter | Quarter | Quarter | Quarter | Full Year | ||||||||||||||||
Revenues | $ | 792 | $ | 776 | $ | 1,278 | $ | 259 | $ | 3,105 | ||||||||||
Net loss | $ | (4,664 | ) | $ | (4,122 | ) | $ | (4,493 | ) | $ | (4,713 | ) | $ | (17,992 | ) | |||||
Net loss attributable to common stockholders | $ | (4,664 | ) | $ | (4,122 | ) | $ | (4,493 | ) | $ | (4,713 | ) | $ | (17,992 | ) | |||||
Basic and diluted net loss per common share attributable to common stockholders | $ | (0.25 | ) | $ | (0.22 | ) | $ | (0.24 | ) | $ | (0.25 | ) | $ | (0.95 | ) |
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ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
ITEM 9A(T). | CONTROLS AND PROCEDURES |
ITEM 9B. | OTHER INFORMATION |
ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
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ITEM 11. | EXECUTIVE COMPENSATION |
ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS |
Number of securities | ||||||||||||
remaining available for | ||||||||||||
future issuance under | ||||||||||||
equity compensation | ||||||||||||
Number of securities to | Weighted-average | plans (excluding | ||||||||||
be issued upon exercise | exercise price of | securities reflected in | ||||||||||
of outstanding options | outstanding options | column (a)) | ||||||||||
Plan Category | (a) | (b) | (c) | |||||||||
Equity compensation plan approved by security holders | 2,637,256 | $ | 4.82 | 397,744 | ||||||||
Equity compensation plan not approved by security holders (1) | 1,363,893 | $ | 5.07 | 103,256 | ||||||||
Total | 4,001,149 | 501,000 | ||||||||||
(1) | Includes 2,149 of shares of common stock issuable upon exercise of stock options that were assumed by BTHC VI in the merger. |
ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
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ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
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Exhibit No. | Exhibit Description | |||
2.1 | Agreement and Plan of Merger, dated as of May 24, 2007, by and among Athersys, Inc., BTHC VI, Inc. and B-VI Acquisition Corp. (incorporated herein by reference to Exhibit 10.1 to registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on May 24, 2007) | |||
2.2 | First Amendment to Agreement and Plan of Merger, dated as of June 8, 2007, by and among Athersys, Inc., BTHC VI, Inc. and B-VI Acquisition Corp. (incorporated herein by reference to Exhibit 2.2 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | |||
3.1 | Certificate of Incorporation of Athersys, Inc., as amended as of August 31, 2007 (incorporated herein by reference to Exhibit 3.1 to the registrant’s Registration Statement on Form S-3/A (Registration No. 333-144433) filed with the Commission on October 10, 2007) | |||
3.2 | Bylaws of Athersys, Inc., as amended as of October 30, 2007 (incorporated herein by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on October 31, 2007) | |||
10.1 | * | Research Collaboration and License Agreement, dated as of December 8, 2000, by and between Athersys, Inc. and Bristol-Myers Squibb Company (incorporated herein by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | ||
10.2 | * | Cell Line Collaboration and License Agreement, dated as of July 1, 2002, by and between Athersys, Inc. and Bristol-Myers Squibb Company (incorporated herein by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K/A (Commission No. 000-52108) filed with the Commission on September 27, 2007) | ||
10.3 | * | Extended Collaboration and License Agreement, dated as of January 1, 2006, by and between Athersys, Inc. and Bristol-Myers Squibb Company (incorporated herein by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K/A (Commission No. 000-52108) filed with the Commission on September 27, 2007) | ||
10.4 | License Agreement, effective as of May 5, 2006, by and between Athersys, Inc. and Angiotech Pharmaceuticals, Inc. (incorporated herein by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | |||
10.5 | Sublicense Agreement, effective as of May 5, 2006, by and between Athersys, Inc. and Angiotech Pharmaceuticals, Inc. (incorporated herein by reference to Exhibit 10.5 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | |||
10.6 | Amended and Restated Registration Rights Agreement, dated as of April 28, 2000, by and among Athersys, Inc. and the stockholders of Athersys, Inc. parties thereto (incorporated herein by reference to Exhibit 10.6 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | |||
10.7 | Amendment No. 1 to Athersys, Inc. Amended and Restated Registration Rights Agreement, dated as of January 29, 2002, by and among Athersys, Inc., the New Stockholders, the Investors, Biotech and the Stockholders (each as defined in the Amended and Restated Registration Rights Agreement, dated as April 28, 2000, by and among Athersys, Inc. and the stockholders of Athersys, Inc. parties thereto) (incorporated herein by reference to Exhibit 10.7 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | |||
10.8 | Amendment No. 2 to Athersys, Inc. Amended and Restated Registration Rights Agreement, dated as of November 19, 2002, by and among Athersys, Inc., the New Stockholders, the Investors, Biotech and the Stockholders (each as defined in the Amended and Restated Registration Rights Agreement, dated as April 28, 2000, as amended, by and among Athersys, Inc. and the stockholders of Athersys, Inc. parties thereto) (incorporated herein by reference to Exhibit 10.8 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | |||
10.9 | Amendment No. 3 to Amended and Restated Registration Rights Agreement, dated as of May 15, 2007, by and among Athersys, Inc. and the Existing Stockholders (as defined therein) (incorporated herein by reference to Exhibit 10.9 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) |
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Exhibit No. | Exhibit Description | |||
10.10 | † | BTHC VI, Inc. Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.10 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | ||
10.11 | † | BTHC VI, Inc. Equity Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.11 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | ||
10.12 | Loan and Security Agreement, and Supplement, dated as of November 2, 2004, by and among Athersys, Inc., Advanced Biotherapeutics, Inc., Venture Lending & Leasing IV, Inc., and Costella Kirsch IV, L.P. (incorporated herein by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q (Commission No. 000-52108) filed with the Commission on November 14, 2007) | |||
10.13 | Second Amendment to Loan and Security Agreement, dated as of October 30, 2007, by and among ABT Holding Company, Advanced Biotherapeutics, Inc., Venture Lending and Leasing IV, Inc., and Costella Kirsch IV, L.P. (incorporated herein by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q (Commission No. 000-52108) filed with the Commission on November 14, 2007) | |||
10.14 | Amendment to Loan and Security Agreement, dated as of September 29, 2006, by and among Athersys, Inc., Advanced Biotherapeutics, Inc., Venture Lending & Leasing IV, Inc., and Costella Kirsch IV, L.P. (incorporated herein by reference to Exhibit 10.13 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | |||
10.15 | † | Amended and Restated Employment Agreement, dated as of December 1, 1998 but effective as of April 1, 1998, by and between Athersys, Inc. and Dr. Gil Van Bokkelen (incorporated herein by reference to Exhibit 10.14 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | ||
10.16 | † | Amendment No. 1 to Amended and Restated Employment Agreement, dated as of May 31, 2007, by and between Advanced Biotherapeutics, Inc. and Gil Van Bokkelen (incorporated herein by reference to Exhibit 10.15 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | ||
10.17 | † | Non-Competition and Confidentiality Agreement, dated as of December 1, 1998, by and between Athersys, Inc. and Dr. Gil Van Bokkelen (incorporated herein by reference to Exhibit 10.16 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | ||
10.18 | † | Amended and Restated Employment Agreement, dated as of December 1, 1998 but effective as of April 1, 1998, by and between Athersys, Inc. and Dr. John J. Harrington (incorporated herein by reference to Exhibit 10.17 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | ||
10.19 | † | Amendment No. 1 to Amended and Restated Employment Agreement, dated as of May 31, 2007, by and between Advanced Biotherapeutics, Inc. and John Harrington (incorporated herein by reference to Exhibit 10.18 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | ||
10.20 | † | Non-Competition and Confidentiality Agreement, dated as of December 1, 1998, by and between Athersys, Inc. and Dr. John J. Harrington (incorporated herein by reference to Exhibit 10.19 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | ||
10.21 | † | Employment Agreement, dated as of May 22, 1998, by and between Athersys, Inc. and Laura K. Campbell (incorporated herein by reference to Exhibit 10.20 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | ||
10.22 | † | Amendment No. 1 to Employment Agreement, dated as of May 31, 2007, by and between Advanced Biotherapeutics, Inc. and Laura Campbell (incorporated herein by reference to Exhibit 10.21 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | ||
10.23 | † | Employment Agreement, dated as of September 25, 2000, by and between Advanced Biotherapeutics, Inc. and Kurt Brunden (incorporated herein by reference to Exhibit 10.22 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) |
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Exhibit No. | Exhibit Description | |||
10.24 | † | Amendment No. 1 to Employment Agreement, dated as of May 31, 2007, by and between Advanced Biotherapeutics, Inc. and Kurt Brunden (incorporated herein by reference to Exhibit 10.23 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | ||
10.25 | † | Non-Competition and Confidentiality Agreement, dated as of September 25, 2000, by and among Athersys, Inc., Advanced Biotherapeutics, Inc. and Kurt Brunden (incorporated herein by reference to Exhibit 10.24 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | ||
10.26 | † | Employment Agreement, dated as of October 3, 2003, by and between Advanced Biotherapeutics, Inc. and Robert Deans, Ph.D. (incorporated herein by reference to Exhibit 10.25 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | ||
10.27 | † | Amendment No. 1 to Employment Agreement, dated as of May 31, 2007, by and between Advanced Biotherapeutics, Inc. and Robert Deans (incorporated herein by reference to Exhibit 10.26 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | ||
10.28 | † | Non-Competition and Confidentiality Agreement, dated as of October 3, 2003, by and among Athersys, Inc., Advanced Biotherapeutics, Inc. and Robert Deans (incorporated herein by reference to Exhibit 10.27 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | ||
10.29 | † | Employment Agreement, dated as of January 1, 2004, by and between Advanced Biotherapeutics, Inc. and William Lehmann (incorporated herein by reference to Exhibit 10.28 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | ||
10.30 | † | Amendment No. 1 to Employment Agreement, dated as of May 31, 2007, by and between Advanced Biotherapeutics, Inc. and William Lehmann (incorporated herein by reference to Exhibit 10.29 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | ||
10.31 | † | Non-Competition and Confidentiality Agreement, dated as of September 10, 2001, by and among Athersys, Inc., Advanced Biotherapeutics, Inc. and William Lehmann (incorporated herein by reference to Exhibit 10.30 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | ||
10.32 | † | Form Incentive Agreement by and between Advanced Biotherapeutics, Inc. and named executive officers, and acknowledged by Athersys, Inc. and ReGenesys, LLC (incorporated herein by reference to Exhibit 10.31 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | ||
10.33 | † | Form Amendment No. 1 to Incentive Agreement by and between Advanced Biotherapeutics, Inc. and named executive officers, and acknowledged by Athersys, Inc. and ReGenesys, LLC (incorporated herein by reference to Exhibit 10.32 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | ||
10.34 | Securities Purchase Agreement, dated as of June 8, 2007, by and among Athersys, BTHC VI, Inc. and Investors (as defined therein) (incorporated herein by reference to Exhibit 10.33 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | |||
10.35 | * | Exclusive License Agreement, dated as of May 17, 2002, by and between Regents of the University of Minnesota and MCL LLC, assumed by ReGenesys, LLC through operation of merger on November 4, 2003 (incorporated herein by reference to Exhibit 10.34 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | ||
10.36 | * | Strategic Alliance Agreement, by and between Athersys, Inc. and Angiotech Pharmaceuticals, Inc., dated as of May 5, 2006 (incorporated herein by reference to Exhibit 10.35 to the registrant’s Current Report on Form 8-K/A (Commission No. 000-52108) filed with the Commission on October 9, 2007) |
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Exhibit No. | Exhibit Description | |||
10.37 | Amendment No. 1 to Cell Line Collaboration and License Agreement, dated as of January 1, 2006, by and between Athersys, Inc. and Bristol-Myers Squibb Company (incorporated herein by reference to Exhibit 10.36 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | |||
10.38 | † | Consulting Agreement, by and among Athersys, Inc., Advanced Biotherapeutics, Inc. and Dr. Kurt Brunden, dated as of July 23, 2007 (incorporated herein by reference to Exhibit 10.13 to the registrant’s Quarterly Report on Form 10-Q (Commission No. 000-52108) filed with the Commission on August 17, 2007) | ||
10.39 | † | Form Indemnification Agreement for Directors, Officers and Directors and Officers (incorporated herein by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on August 6, 2007) | ||
10.40 | Advisory Agreement, dated as of May 24, 2007, by and between Halter Financial Group, L.P. and Athersys, Inc. (incorporated herein by reference to Exhibit 10.40 to the registrant’s Registration Statement on Form S-1/A (Registration No. 333-144433) filed with the Commission on September 12, 2007) | |||
10.41 | † | Summary of Athersys, Inc. 2008 Cash Bonus Plan (incorporated herein by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q (Commission No. 001-33876) filed with the Commission on May 8, 2008) | ||
10.42 | * | Collaboration and License Agreement, dated as of December 18, 2009, by and between Athersys, Inc., ABT Holding Company, and Pfizer Inc. | ||
10.43 | * | Stand-by License Agreement, dated as of December 18, 2009, by and between Regents of the University of Minnesota, ABT Holding Company and Pfizer Inc. | ||
10.44 | Amendment dated as of March 31, 2009 to the Extended Collaboration and License Agreement, by and between Athersys, Inc. and Bristol-Myers Squibb Company effective January 1, 2006 (incorporated herein by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K (Commission No. 001-33876) filed with the Commission on April 9, 2009) | |||
10.45 | Amendment No. 4 to Amended and Restated Registration Rights Agreement, dated as of March 8, 2010, by and among Athersys, Inc. and the Existing Stockholders (as defined therein) | |||
21 | List of Subsidiaries | |||
23 | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm | |||
24.1 | Power of Attorney | |||
24.2 | Power of Attorney for Michael B. Sheffery and Jordan S. Davis | |||
31.1 | Certification of Gil Van Bokkelen, Chairman and Chief Executive Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a) adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
31.2 | Certification of Laura Campbell, Vice President of Finance, pursuant to SEC Rules 13a-14(a) and 15d-14(a) adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
32.1 | Certification of Gil Van Bokkelen, Chairman and Chief Executive Officer, and Laura Campbell, Vice President of Finance, pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
* | Confidential treatment requested as to certain portions, which portions have been filed separately with the Securities and Exchange Commission. | |
† | Indicates management contract or compensatory plan, contract or arrangement in which one or more directors or executive officers of the registrant may be participants. |
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ATHERSYS, INC. | ||||
By: | /s/ Gil Van Bokkelen | |||
Gil Van Bokkelen | ||||
Title: | Chief Executive Officer |
Signature | Title | Date | ||
/s/ Gil Van Bokkelen | Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) | March 11, 2010 | ||
/s/ Laura K. Campbell | Vice President, Finance (Principal Financial Officer and Principal Accounting Officer) | March 11, 2010 | ||
* | Executive Vice President, Chief Scientific Officer and Director | March 11, 2010 | ||
* | Director | March 11, 2010 | ||
* | Director | March 11, 2010 | ||
* | Director | March 11, 2010 | ||
* | Director | March 11, 2010 | ||
* | Director | March 11, 2010 | ||
* | Director | March 11, 2010 | ||
* | Gil Van Bokkelen, by signing his name hereto, does hereby sign this Form 10-K on behalf of each of the above named and designated directors of the Company pursuant to Powers of Attorney executed by such persons and filed with the Securities and Exchange Commission. |
By: | /s/ Gil Van Bokkelen | |||
Gil Van Bokkelen | ||||
Attorney-in-fact |
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Exhibit No. | Exhibit Description | |||
2.1 | Agreement and Plan of Merger, dated as of May 24, 2007, by and among Athersys, Inc., BTHC VI, Inc. and B-VI Acquisition Corp. (incorporated herein by reference to Exhibit 10.1 to registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on May 24, 2007) | |||
2.2 | First Amendment to Agreement and Plan of Merger, dated as of June 8, 2007, by and among Athersys, Inc., BTHC VI, Inc. and B-VI Acquisition Corp. (incorporated herein by reference to Exhibit 2.2 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | |||
3.1 | Certificate of Incorporation of Athersys, Inc., as amended as of August 31, 2007 (incorporated herein by reference to Exhibit 3.1 to the registrant’s Registration Statement on Form S-3/A (Registration No. 333-144433) filed with the Commission on October 10, 2007) | |||
3.2 | Bylaws of Athersys, Inc., as amended as of October 30, 2007 (incorporated herein by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on October 31, 2007) | |||
10.1 | * | Research Collaboration and License Agreement, dated as of December 8, 2000, by and between Athersys, Inc. and Bristol-Myers Squibb Company (incorporated herein by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | ||
10.2 | * | Cell Line Collaboration and License Agreement, dated as of July 1, 2002, by and between Athersys, Inc. and Bristol-Myers Squibb Company (incorporated herein by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K/A (Commission No. 000-52108) filed with the Commission on September 27, 2007) | ||
10.3 | * | Extended Collaboration and License Agreement, dated as of January 1, 2006, by and between Athersys, Inc. and Bristol-Myers Squibb Company (incorporated herein by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K/A (Commission No. 000-52108) filed with the Commission on September 27, 2007) | ||
10.4 | License Agreement, effective as of May 5, 2006, by and between Athersys, Inc. and Angiotech Pharmaceuticals, Inc. (incorporated herein by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | |||
10.5 | Sublicense Agreement, effective as of May 5, 2006, by and between Athersys, Inc. and Angiotech Pharmaceuticals, Inc. (incorporated herein by reference to Exhibit 10.5 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | |||
10.6 | Amended and Restated Registration Rights Agreement, dated as of April 28, 2000, by and among Athersys, Inc. and the stockholders of Athersys, Inc. parties thereto (incorporated herein by reference to Exhibit 10.6 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | |||
10.7 | Amendment No. 1 to Athersys, Inc. Amended and Restated Registration Rights Agreement, dated as of January 29, 2002, by and among Athersys, Inc., the New Stockholders, the Investors, Biotech and the Stockholders (each as defined in the Amended and Restated Registration Rights Agreement, dated as April 28, 2000, by and among Athersys, Inc. and the stockholders of Athersys, Inc. parties thereto) (incorporated herein by reference to Exhibit 10.7 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | |||
10.8 | Amendment No. 2 to Athersys, Inc. Amended and Restated Registration Rights Agreement, dated as of November 19, 2002, by and among Athersys, Inc., the New Stockholders, the Investors, Biotech and the Stockholders (each as defined in the Amended and Restated Registration Rights Agreement, dated as April 28, 2000, as amended, by and among Athersys, Inc. and the stockholders of Athersys, Inc. parties thereto) (incorporated herein by reference to Exhibit 10.8 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | |||
10.9 | Amendment No. 3 to Amended and Restated Registration Rights Agreement, dated as of May 15, 2007, by and among Athersys, Inc. and the Existing Stockholders (as defined therein) (incorporated herein by reference to Exhibit 10.9 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) |
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�� | ||||
Exhibit No. | Exhibit Description | |||
10.10 | † | BTHC VI, Inc. Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.10 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | ||
10.11 | † | BTHC VI, Inc. Equity Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.11 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | ||
10.12 | Loan and Security Agreement, and Supplement, dated as of November 2, 2004, by and among Athersys, Inc., Advanced Biotherapeutics, Inc., Venture Lending & Leasing IV, Inc., and Costella Kirsch IV, L.P. (incorporated herein by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q (Commission No. 000-52108) filed with the Commission on November 14, 2007) | |||
10.13 | Second Amendment to Loan and Security Agreement, dated as of October 30, 2007, by and among ABT Holding Company, Advanced Biotherapeutics, Inc., Venture Lending and Leasing IV, Inc., and Costella Kirsch IV, L.P. (incorporated herein by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q (Commission No. 000-52108) filed with the Commission on November 14, 2007) | |||
10.14 | Amendment to Loan and Security Agreement, dated as of September 29, 2006, by and among Athersys, Inc., Advanced Biotherapeutics, Inc., Venture Lending & Leasing IV, Inc., and Costella Kirsch IV, L.P. (incorporated herein by reference to Exhibit 10.13 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | |||
10.15 | † | Amended and Restated Employment Agreement, dated as of December 1, 1998 but effective as of April 1, 1998, by and between Athersys, Inc. and Dr. Gil Van Bokkelen (incorporated herein by reference to Exhibit 10.14 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | ||
10.16 | † | Amendment No. 1 to Amended and Restated Employment Agreement, dated as of May 31, 2007, by and between Advanced Biotherapeutics, Inc. and Gil Van Bokkelen (incorporated herein by reference to Exhibit 10.15 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | ||
10.17 | † | Non-Competition and Confidentiality Agreement, dated as of December 1, 1998, by and between Athersys, Inc. and Dr. Gil Van Bokkelen (incorporated herein by reference to Exhibit 10.16 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | ||
10.18 | † | Amended and Restated Employment Agreement, dated as of December 1, 1998 but effective as of April 1, 1998, by and between Athersys, Inc. and Dr. John J. Harrington (incorporated herein by reference to Exhibit 10.17 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | ||
10.19 | † | Amendment No. 1 to Amended and Restated Employment Agreement, dated as of May 31, 2007, by and between Advanced Biotherapeutics, Inc. and John Harrington (incorporated herein by reference to Exhibit 10.18 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | ||
10.20 | † | Non-Competition and Confidentiality Agreement, dated as of December 1, 1998, by and between Athersys, Inc. and Dr. John J. Harrington (incorporated herein by reference to Exhibit 10.19 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | ||
10.21 | † | Employment Agreement, dated as of May 22, 1998, by and between Athersys, Inc. and Laura K. Campbell (incorporated herein by reference to Exhibit 10.20 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | ||
10.22 | † | Amendment No. 1 to Employment Agreement, dated as of May 31, 2007, by and between Advanced Biotherapeutics, Inc. and Laura Campbell (incorporated herein by reference to Exhibit 10.21 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | ||
10.23 | † | Employment Agreement, dated as of September 25, 2000, by and between Advanced Biotherapeutics, Inc. and Kurt Brunden (incorporated herein by reference to Exhibit 10.22 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) |
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Exhibit No. | Exhibit Description | |||
10.24 | † | Amendment No. 1 to Employment Agreement, dated as of May 31, 2007, by and between Advanced Biotherapeutics, Inc. and Kurt Brunden (incorporated herein by reference to Exhibit 10.23 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | ||
10.25 | † | Non-Competition and Confidentiality Agreement, dated as of September 25, 2000, by and among Athersys, Inc., Advanced Biotherapeutics, Inc. and Kurt Brunden (incorporated herein by reference to Exhibit 10.24 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | ||
10.26 | † | Employment Agreement, dated as of October 3, 2003, by and between Advanced Biotherapeutics, Inc. and Robert Deans, Ph.D. (incorporated herein by reference to Exhibit 10.25 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | ||
10.27 | † | Amendment No. 1 to Employment Agreement, dated as of May 31, 2007, by and between Advanced Biotherapeutics, Inc. and Robert Deans (incorporated herein by reference to Exhibit 10.26 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | ||
10.28 | † | Non-Competition and Confidentiality Agreement, dated as of October 3, 2003, by and among Athersys, Inc., Advanced Biotherapeutics, Inc. and Robert Deans (incorporated herein by reference to Exhibit 10.27 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | ||
10.29 | † | Employment Agreement, dated as of January 1, 2004, by and between Advanced Biotherapeutics, Inc. and William Lehmann (incorporated herein by reference to Exhibit 10.28 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | ||
10.30 | † | Amendment No. 1 to Employment Agreement, dated as of May 31, 2007, by and between Advanced Biotherapeutics, Inc. and William Lehmann (incorporated herein by reference to Exhibit 10.29 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | ||
10.31 | † | Non-Competition and Confidentiality Agreement, dated as of September 10, 2001, by and among Athersys, Inc., Advanced Biotherapeutics, Inc. and William Lehmann (incorporated herein by reference to Exhibit 10.30 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | ||
10.32 | † | Form Incentive Agreement by and between Advanced Biotherapeutics, Inc. and named executive officers, and acknowledged by Athersys, Inc. and ReGenesys, LLC (incorporated herein by reference to Exhibit 10.31 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | ||
10.33 | † | Form Amendment No. 1 to Incentive Agreement by and between Advanced Biotherapeutics, Inc. and named executive officers, and acknowledged by Athersys, Inc. and ReGenesys, LLC (incorporated herein by reference to Exhibit 10.32 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | ||
10.34 | Securities Purchase Agreement, dated as of June 8, 2007, by and among Athersys, BTHC VI, Inc. and Investors (as defined therein) (incorporated herein by reference to Exhibit 10.33 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | |||
10.35 | * | Exclusive License Agreement, dated as of May 17, 2002, by and between Regents of the University of Minnesota and MCL LLC, assumed by ReGenesys, LLC through operation of merger on November 4, 2003 (incorporated herein by reference to Exhibit 10.34 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) | ||
10.36 | * | Strategic Alliance Agreement, by and between Athersys, Inc. and Angiotech Pharmaceuticals, Inc., dated as of May 5, 2006 (incorporated herein by reference to Exhibit 10.35 to the registrant’s Current Report on Form 8-K/A (Commission No. 000-52108) filed with the Commission on October 9, 2007) | ||
10.37 | Amendment No. 1 to Cell Line Collaboration and License Agreement, dated as of January 1, 2006, by and between Athersys, Inc. and Bristol-Myers Squibb Company (incorporated herein by reference to Exhibit 10.36 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on June 14, 2007) |
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Exhibit No. | Exhibit Description | |||
10.38 | † | Consulting Agreement, by and among Athersys, Inc., Advanced Biotherapeutics, Inc. and Dr. Kurt Brunden, dated as of July 23, 2007 (incorporated herein by reference to Exhibit 10.13 to the registrant’s Quarterly Report on Form 10-Q (Commission No. 000-52108) filed with the Commission on August 17, 2007) | ||
10.39 | † | Form Indemnification Agreement for Directors, Officers and Directors and Officers (incorporated herein by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K (Commission No. 000-52108) filed with the Commission on August 6, 2007) | ||
10.40 | Advisory Agreement, dated as of May 24, 2007, by and between Halter Financial Group, L.P. and Athersys, Inc. (incorporated herein by reference to Exhibit 10.40 to the registrant’s Registration Statement on Form S-1/A (Registration No. 333-144433) filed with the Commission on September 12, 2007) | |||
10.41 | † | Summary of Athersys, Inc. 2008 Cash Bonus Plan (incorporated herein by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q (Commission No. 001-33876) filed with the Commission on May 8, 2008) | ||
10.42 | * | Collaboration and License Agreement, dated as of December 18, 2009, by and between Athersys, Inc., ABT Holding Company, and Pfizer Inc. | ||
10.43 | * | Stand-by License Agreement, dated as of December 18, 2009, by and between Regents of the University of Minnesota, ABT Holding Company and Pfizer Inc. | ||
10.44 | Amendment dated as of March 31, 2009 to the Extended Collaboration and License Agreement, by and between Athersys, Inc. and Bristol-Myers Squibb Company effective January 1, 2006 (incorporated herein by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K (Commission No. 001-33876) filed with the Commission on April 9, 2009) | |||
10.45 | Amendment No. 4 to Amended and Restated Registration Rights Agreement, dated as of March 8, 2010, by and among Athersys, Inc. and the Existing Stockholders (as defined therein) | |||
21 | List of Subsidiaries | |||
23 | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm | |||
24.1 | Power of Attorney | |||
24.2 | Power of Attorney for Michael B. Sheffery and Jordan S. Davis | |||
31.1 | Certification of Gil Van Bokkelen, Chairman and Chief Executive Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a) adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
31.2 | Certification of Laura Campbell, Vice President of Finance, pursuant to SEC Rules 13a-14(a) and 15d-14(a) adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
32.1 | Certification of Gil Van Bokkelen, Chairman and Chief Executive Officer, and Laura Campbell, Vice President of Finance, pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
* | Confidential treatment requested as to certain portions, which portions have been filed separately with the Securities and Exchange Commission. | |
† | Indicates management contract or compensatory plan, contract or arrangement in which one or more directors or executive officers of the registrant may be participants. |
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