Athersys, Inc / New (ATHXQ) 8-K Entry into a Material Definitive Agreement

Exhibit 99.3

UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following unaudited financial information has been developed by application of pro forma adjustments to the historical financial statements of Athersys appearing elsewhere in this Current Report. The unaudited pro forma information gives effect to the Merger, the conversion of the convertible notes, the Offering, and the specific application of the net proceeds from the Offering and the issuance of various warrants as a result of the Offering. Such transactions have been assumed to have occurred on March 31, 2007 for purposes of the pro forma balance sheet and as of January 1, 2006 for purposes of the statement of operations for the year ended December 31, 2006 and the three months ended March 31, 2007.

The unaudited pro forma adjustments are based upon available information and certain assumptions, as described in the accompanying notes that we believe are reasonable under the circumstances. The unaudited pro forma financial information is presented for informational purposes only and does not purport to represent what the results of operations or financial position of Athersys would have been had the transactions described above actually occurred on the dates indicated, nor do they purport to project the financial condition of Athersys for any future period or as of any future date. The unaudited pro forma financial information should be read in conjunction with the information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Athersys’ financial statements and notes thereto included elsewhere in this Current Report.

Athersys, Inc.
Unaudited Pro Forma Balance Sheet
As of March 31, 2007
(In Thousands)

																	Pro
	Athersys			BTHC		Merger					Convert			Close			Forma
	Actual			Actual		Adjustments			Post		Notes			Offering			Post
	(1)			(1)		(2)			Merger		(3)			(4)			Offering
Assets
Current assets:
Cash and cash equivalents	$	3,311		$	—	$	10		$	3,321	$	—		$	58,310		$	61,631
Accounts receivable		295					—			295		—			—			295
Prepaid expenses and other		450					—			450		—			(133	)		317
Total current assets		4,056			—		10			4,066		—			58,177			62,243
Notes receivable from related parties		562					—			562		—			—			562
Equipment, net		430					—			430		—			—			430
Accounts receivable, net		121					—			121		—			—			121
Equity investment and other assets		317					—			317		—			—			317
Total assets	$	5,486		$	—	$	10		$	5,496	$	—		$	58,177		$	63,673
Liabilities and stockholders’ equity (deficit)
Current liabilities:
Accounts payable	$	903		$	—	$	—		$	903	$	—		$	—		$	903
Accrued compensation and related benefits		263					—			263		—			—			263
Accrued expenses and other		966					—			966		—			(20	)		946
Advances from shareholder		—			20		—			20		—			—			20
Current portion of long-term debt		2,980					—			2,980		—			—			2,980
Total current liabilities		5,112			20		—			5,132		—			(20	)		5,112
Long-term debt		1,018					—			1,018		—			—			1,018
Convertible promissory notes, net		12,770					—			12,770		(12,770	)		—			—
Accrued interest		388					—			388		(388	)		—			—
Accrued dividends		9,257					(9,257	)		—		—			—			—
Stockholders’ equity:
Convertible preferred stock, at stated value (5)		68,301					(68,301	)		—		—			—			—
Common stock (6)		83			1		(81	)		4		2			13			19
Additional paid-in capital		53,080					77,399			130,476		13,156			59,257			202,889
Treasury stock, at cost		(250	)				250			—		—			—			—

																	Pro
	Athersys			BTHC			Merger					Convert		Close			Forma
	Actual			Actual			Adjustments		Post			Notes		Offering			Post
	(1)			(1)			(2)		Merger			(3)		(4)			Offering
Accumulated deficit		(144,273	)		(21	)		—		(144,291	)		—		(1,073	)		(145,364	)
Total stockholders’ equity (deficit)		(23,059	)		(20	)		9,267		(13,812	)		13,158		58,197			57,543
Total liabilities and stockholders’ equity (deficit)	$	5,486		$	—		$	10	$	5,496		$	—	$	58,177		$	63,673

Notes to Pro forma Adjustments:

1)	Actual historical balances as of March 31, 2007.
2)	Reflects the reclassification within equity to present the exchange of shares in the Merger with a resulting 3,508,940 shares outstanding (3,209,318 held by Athersys stockholders and 299,622 held by BTHC VI stockholders). Also, includes the effects of eliminating accrued dividends on preferred stock of Athersys, retiring treasury stock, and receiving $10,000 in cash upon the exercise of bridge warrants at $0.01 per share.
3)	Reflects the conversion of the $2,500,000 of bridge notes (and related premium and discount on the bridge notes) plus accrued interest into 531,781 shares of Common Stock and the conversion of the $10,000,000 Angiotech notes plus accrued interest into 1,885,890 shares of Common Stock.
4)	Reflects gross proceeds of $65,000,000 from issuing 13,000,000 shares of Common Stock and warrants to purchase 3,750,000 shares of Common Stock at $6.00 per share and related Offering and Merger costs. Also reflects the issuance of warrants to purchase 1,093,525 shares of Common Stock to the placement agents at a price of $6.00 per share and the issuance of warrants to our bridge investors to purchase 132,945 shares of Common Stock at a price of $5.00 per share. The placement agent warrants were valued at fair value, which was included in offering costs as an offset against paid-in capital, resulting in a zero net effect on equity.
	Also reflects the issuance of warrants to our senior lenders to purchase 149,026 shares of Common Stock at a price of $5.00 per share and the issuance of 1,379 shares of Common Stock and a cash payment of $500,000 to the former holders of the MAPC technology.
	The adjustments to the accumulated deficit as a result of the Offering are (1) $350,000 of Merger costs, (2) $216,000 of interest expense related to the issuance of the 149,026 senior lender warrants and (3) $507,000 related to the MAPC milestone.
5)	After the Merger, BTHC VI has 10,000,000 shares of blank check preferred stock authorized. No shares of preferred stock were issued in the Transactions.
6)	After the Merger, BTHC VI has 100,000,000 shares of Common Stock authorized at $0.001 per share with 18,927,990 shares outstanding after the closing of the Offering. Excludes 4,500,000 shares of Common Stock reserved for issuance under the BTHC VI stock incentive plans, under which options for 3,625,000 shares of Common Stock were granted on the closing date of the Merger, and total warrants outstanding to purchase 5,125,496 shares of Common Stock.

Athersys, Inc.
Unaudited Pro Forma Statements of Operations
(In Thousands, Except Share and Per Share Amounts)

	Year Ended								Three Months Ended
	December 31, 2006								March 31, 2007
	As					Pro			As					Pro
	Reported			Adjustments		Forma			Reported			Adjustments		Forma
	(1)			(2)		(4)			(1)			(2)		(4)
Revenues
License fees	$	1,908		$	—	$	1,908		$	310		$	—	$	310
Grant revenue		1,817					1,817			569					569
Total revenues		3,725			—		3,725			879			—		879
Costs and expenses
Research and development		9,741					9,741			2,365					2,365
General and administrative		3,347					3,347			608					608
Depreciation		528					528			80					80
Total costs and expenses		13,616					13,616			3,053					3,053
Loss from operations		(9,891	)		—		(9,891	)		(2,174	)		—		(2,174	)
Other income		91					91			—					—
Equity in earnings of unconsolidated affiliate		117					117			—					—
Interest income		119					119			47					47
Interest expense		(1,047	)		214		(833	)		(333	)		174		(159	)
Accretion of premium on convertible debt		(260	)		260		—			(260	)		260		—
Loss before cumulative effect of change in accounting principle	$	(10,871	)	$	474	$	(10,397	)	$	(2,720	)	$	434	$	(2,286	)
Loss per share(3)	$	(1.33	)			$	(0.55	)	$	(0.33	)			$	(0.12	)
Weighted average shares outstanding, basic and diluted		8,179					18,928			8,197					18,928

Notes to Pro forma Adjustments:

1)	Actual historical balances for the period indicated.
2)	Reflects a reduction in interest expense and accretion of premium on convertible debt, related to the convertible notes, which are assumed to be converted into Common Stock as of January 1, 2006.
3)	Per share information for the period ended December 31, 2006 and the three months ended March 31, 2007 have been reported on a basis consistent with the consolidated financial statements. Pro forma per share information has been calculated using the weighted average numbers of shares issued as a result of the Offering, assuming that those shares were issued at January 1, 2006.
4)	The following expenses are nonrecurring charges, which resulted directly from the Offering and therefore, have not been included in the pro forma statement of operations:
	(1) $350,000 of Merger costs, (2) $216,000 of interest expense related to the issuance of the 149,026 senior lender warrants and (3) $507,000 related to the MAPC milestone.