| Item 1.01. | Entry into a Material Definitive Agreement. |
Securities Purchase Agreement
On November 9, 2022, Athersys, Inc. (the “Company”) entered into a securities purchase agreement with each purchaser identified on the signature pages thereto (the “Purchase Agreement”), pursuant to which the Company agreed to issue and sell, in a public offering (the “Offering”), (i) an aggregate of 3,927,275 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), (ii) pre-funded warrants (the “Pre-Funded Warrants”) exercisable for an aggregate of 1,077,270 shares of Common Stock (the “Pre-Funded Warrant Shares”) and (iii) warrants (the “Common Warrants” and, collectively with the Pre-Funded Warrants, the “Warrants”) exercisable for an aggregate of 10,009,090 shares of Common Stock (collectively with the Pre-Funded Warrant Shares, the “Warrant Shares”), in combinations of one Share or one Pre-Funded Warrant and two Common Warrants for a combined purchase price of $1.10 (less $0.0001 for any Pre-Funded Warrant). Subject to certain ownership limitations, the Warrants are exercisable upon issuance. Each Pre-Funded Warrant is exercisable for one Share of Common Stock at a price per share of $0.0001 (as adjusted from time to time in accordance with the terms thereof) and does not expire. Each Common Warrant is exercisable into one Share of Common Stock at a price per share of $1.10 (as adjusted from time to time in accordance with the terms thereof) for a five-year period after the date of issuance.
The Offering is expected to close concurrently with the exercise of the Pre-Funded Warrants on or about November 10, 2022, subject to customary closing conditions.
The Shares of Common Stock, the Warrants and the Warrant Shares were offered and sold pursuant to a prospectus, dated January 16, 2020, and a prospectus supplement, dated November 9, 2022, in connection with a takedown from the Company’s shelf registration statement on Form S-3 (File No. 333-235945).
Placement Agency Agreement
On November 9, 2022, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with A.G.P./Alliance Global Partners (“A.G.P.”), pursuant to which A.G.P. agreed to serve as exclusive placement agent for the issuance and sale of the Shares of Common Stock and Warrants. The Company has agreed to pay A.G.P. an aggregate cash fee equal to approximately 7.0% of the gross proceeds received by the Company from the sale of the securities in the Offering. Pursuant to the Placement Agency Agreement, the Company also agreed to pay A.G.P. $65,000 for accountable expenses and $75,000 for non-accountable expenses. The Placement Agency Agreement has indemnity and other customary provisions for transactions of this nature. A copy of the Placement Agency Agreement is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.
The foregoing description of the Purchase Agreement, the Warrants and the Placement Agency Agreement are not complete and are qualified in their entirety by references to the full text of the Form of Purchase Agreement, the Form of Pre-Funded Warrant, the Form of Warrant and the Placement Agency Agreement, which are filed as exhibits to this Current Report on Form 8-K and are incorporated by reference herein.
A copy of the opinion of Jones Day relating to the validity of the securities issued in the Offering is filed herewith as Exhibit 5.1.
