Item 1.01. Entry into a Material Definitive Agreement.
As previously reported on the Current Report on Form 8-K filed by Athersys, Inc., a Delaware corporation (the “Company”), on August 17, 2022, on August 15, 2022, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with each purchaser identified on the signature pages thereto (the “Purchasers”). Pursuant to the Purchase Agreement, the Company issued and sold, and the Purchasers purchased in a registered direct offering, warrants (the “Initial Warrants”) exercisable for an aggregate of 1,920,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) (after giving effect to the Company’s 1-for-25 reverse stock split), at a price per share of $6.3850 (as adjusted from time to time in accordance with the terms thereof) for a five-year period after the six-month anniversary of August 17, 2022 (the “Closing Date”).
The Purchase Agreement contains certain restrictions that, subject to certain exceptions, prohibit the Company from issuing its Common Stock or any other securities convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (collectively with any Common Stock, “Offered Securities”) in certain variable rate transactions for a period of 180 days following the Closing Date (the “Standstill Period”). In the event the Company proposes to offer and sell shares of Offered Securities during the 12 months following the Closing Date (each, a “Future Offering”), the Purchase Agreement gives the Purchasers the right to participate in each such Future Offering in an amount of up to 30 percent in the aggregate of any Offered Securities (the “Participation Right”).
On September 22, 2022, the Company entered into an amendment to the Purchase Agreement (the “Purchase Agreement Amendment”) with the Purchasers to, among other things, (i) amend the Initial Warrants to be exercisable for a seven-year period after the six-month anniversary of the Closing Date (the “Warrant Amendment”), (ii) reduce the Standstill Period to 150 days following the Closing Date, (iii) reduce the term and amount of the Participation Right to six months following the Closing Date and 20 percent in the aggregate of any Offered Securities, respectively, and (iv) require the Purchasers, subject to certain conditions, to participate in the event the Company proposes to offer and sell shares of Offered Securities during the six months following the Closing Date to investors primarily for capital raising purposes.
On September 22, 2022, the Company entered into the Warrant Amendment with the Purchasers in consideration for the Purchase Agreement Amendment. On September 22, 2022, in further consideration for the Purchase Agreement Amendment, the Company issued to the Purchasers, each an accredited investor, in a private placement basis under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder, warrants (the “New Warrants”) exercisable for an aggregate of 2,000,000 shares of Common Stock (subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of shares of Common Stock), subdivisions or combinations with respect to the Common Stock) at a price per share of $6.3850 (as adjusted from time to time in accordance with the terms thereof) for a seven-year period after the six-month anniversary of the date of issuance thereof.
The foregoing description of the Purchase Agreement Amendment, the Warrant Amendment and the New Warrants are not complete and are qualified in their entirety by references to the full texts of the Form of Purchase Agreement Amendment, the Form of Warrant Amendment and the Form of New Warrant, which are filed as exhibits to this Current Report on Form 8-K and are incorporated by reference herein.