Attached files
| file | filename |
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| EX-10.2 - EXHIBIT 10.1 - ATHERSYS, INC / NEW | c24674exv10w2.htm |
| EX-10.1 - EXHIBIT 10.1 - ATHERSYS, INC / NEW | c24674exv10w1.htm |
| 8-K - FORM 8-K - ATHERSYS, INC / NEW | c24674e8vk.htm |
Exhibit 99.1
Contacts:
William (B.J.) Lehmann, J.D.
|
Investor Relations: | |
President and Chief Operating Officer
|
Lisa M. Wilson | |
Tel: (216) 431-9900
|
In-Site Communications | |
bjlehmann@athersys.com
|
Tel: (917) 543-9932 | |
| lwilson@insitecony.com |
ATHERSYS ENTERS INTO $20 MILLION
EQUITY PURCHASE AGREEMENT WITH ASPIRE CAPITAL
EQUITY PURCHASE AGREEMENT WITH ASPIRE CAPITAL
Cleveland, OHIO, November 14, 2011 — Athersys, Inc. (NASDAQ: ATHX), a leader in the emerging
field of regenerative medicine, has entered into a Common Stock Purchase Agreement with Aspire
Capital Fund, LLC (“Aspire Capital”) whereby Aspire Capital has committed to purchase up to $20
million of Athersys’ common stock in multiple transactions over the next two years at a modest
discount to the then prevailing market price. At closing, Aspire Capital purchased 666,667 shares
of common stock for $1.50 per share, which adds to its current holdings in the Company, acquired
through participation in the financing completed in February 2011.
“We believe that Athersys represents a leading company in the regenerative medicine field, with
compelling technology and a very strong portfolio of opportunities. We’re pleased to have the
opportunity to work with the Company to support their ongoing development efforts,” said Steven G.
Martin, Managing Member at Aspire Capital.
Key aspects of the Purchase Agreement include:
| • | Athersys will control the timing and amount of any sales of common stock to
Aspire Capital and will know the sales price before giving notice directing Aspire Capital
to purchase shares. |
| • | Aspire Capital has no right to require any sales by the Company, but is
obligated to make purchases as the Company directs, in accordance with the terms of the
Purchase Agreement. |
| • | There are no limitations on use of proceeds, financial covenants,
restrictions on future financings, rights of first refusal, participation rights,
penalties or liquidated damages in the Purchase Agreement. |
| • | The Purchase Agreement may be terminated by Athersys at any time, at its
discretion, without any additional cost or penalty. |
“We have historically obtained capital through a combination of business partnerships, grant
funding and equity financings. This agreement provides us additional flexibility to sell shares at
times and prices favorable to the Company and will serve as a useful complement to our existing
financing strategy,” said William (B.J.) Lehmann, President and Chief Operating Officer of
Athersys. “We look forward to working with Aspire Capital as we continue to advance our
MultiStem® programs through Phase II clinical development in areas with significant
unmet medical need, including cardiovascular disease, neurological conditions, inflammatory and
immune system disorders, and other areas.”
A more complete and detailed description of the Purchase Agreement and related agreement is set
forth in the Company’s Current Report on Form 8-K, filed today with the U.S. Securities and
Exchange Commission.
PAGE 2: ATHERSYS ENTERS INTO $20 MILLION EQUITY PURCHASE AGREEMENT WITH ASPIRE CAPITAL
The offer and sale of the shares of Athersys common stock issuable under the Purchase
Agreement have not been registered under the Securities Act of 1933, as amended. Accordingly, these
securities may not be offered or sold in the United States except pursuant to an effective
registration statement or an applicable exemption from the registration requirements of the
Securities Act. Athersys has agreed to file within twenty (20) business days a registration
statement on Form S-1, covering the resale of the common stock issued and issuable in accordance
with the terms of the Purchase Agreement.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy
these securities, nor shall there be any sale of these securities in any jurisdiction in which such
an offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of such jurisdiction.
About Athersys, Inc.
Athersys is a clinical stage biopharmaceutical company engaged in the discovery and development of
therapeutic product candidates designed to extend and enhance the quality of human life. Athersys
is developing MultiStem®, a patented, adult-derived “off-the-shelf” stem cell product
platform for multiple disease indications, including damage caused by myocardial infarction, bone
marrow transplantation and oncology treatment support, ischemic stroke, and inflammatory bowel
disease. Athersys also has developed a portfolio of other therapeutic programs, including orally
active pharmaceutical product candidates for the treatment of metabolic and central nervous system
disorders, utilizing proprietary technologies, including Random Activation of Gene Expression
(RAGE®). Athersys has forged several key strategic alliances and collaborations with
leading pharmaceutical and biotechnology companies, as well as world-renowned research institutions
in the United States and Europe to further develop its platform and products.
About Aspire Capital Fund, LLC
Aspire Capital Fund, LLC is an institutional investor based in Chicago, Illinois with a fundamental
investment approach. Aspire Capital invests in a wide range of companies and industries emphasizing
life sciences, energy and technology companies.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 that involve risks and uncertainties. These forward-looking
statements relate to, among other things, the expected timetable for development of our product
candidates, our growth strategy, and our future financial performance, including our operations,
economic performance, financial condition, prospects, and other future events. We have attempted to
identify forward-looking statements by using such words as “anticipates,” “believes,” “can,”
“continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “should,”
“suggest,” “will,” or other similar expressions. These forward-looking statements are only
predictions and are largely based on our current expectations. A number of known and unknown risks,
uncertainties, and other factors could affect the accuracy of these statements. Some of the more
significant known risks that we face that could cause actual results to differ materially from
those implied by forward-looking statements are the risks and uncertainties inherent in the process
of discovering, developing, and commercializing products that are safe and effective for use as
human therapeutics, such as the
PAGE 3: ATHERSYS ENTERS INTO $20 MILLION EQUITY PURCHASE AGREEMENT WITH ASPIRE CAPITAL
uncertainty regarding market acceptance of our product candidates
and our ability to generate revenues, including MultiStem for the treatment of inflammatory bowel disease, acute myocardial infarction,
stroke, multiple sclerosis and other disease indications, and the prevention of graft-versus-host
disease. These risks may cause our actual results, levels of activity, performance, or achievements
to differ materially from any future results, levels of activity, performance, or achievements
expressed or implied by these forward-looking statements. Other important factors to consider in
evaluating our forward-looking statements include: our ability to raise additional capital; the
possibility of delays in, adverse results of, and excessive costs of the development process; our
ability to successfully initiate and complete clinical trials; 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 collaborators’
ability to continue to fulfill their obligations under the terms of 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; and the success of our competitors
and the emergence of new competitors. You should not place undue reliance on forward-looking
statements contained in this press release, and we undertake no obligation to publicly update
forward-looking statements, whether as a result of new information, future events or otherwise.
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