falseATHERSYS, INC / NEW0001368148--12-3100013681482022-08-262022-08-26
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 26, 2022
Athersys, Inc.
(Exact Name of Registrant as Specified in its Charter)
| | | | | | | | | | | | | | |
| Delaware | | 001-33876 | | 20-4864095 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
| | | | | | | | | | | | | | |
| 3201 Carnegie Avenue, | Cleveland, | Ohio | | 44115-2634 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (216) 431-9900
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | | | | |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | | | | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | | | | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | | | | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | ATHX | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.03 Material Modification to Rights of Security Holders.
On August 26, 2022, Athersys, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to its Certificate of Incorporation, as amended, in order to effect a one-for-twenty-five reverse stock split (the “Reverse Stock Split”) of the Company’s common stock, par value $0.001 per share (“Common Stock”).
The Certificate of Amendment became effective at 5:00 p.m., Eastern Time, on August 26, 2022. The foregoing summary of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed herewith as Exhibit 3.1 and incorporated herein by reference.
On August 29, 2022, the Company’s Common Stock began trading on a split-adjusted basis on The Nasdaq Capital Market under the symbol “ATHX” with a new CUSIP number (04744L205).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The disclosures included in Item 3.03 above are incorporated by reference in their entirety into this Item 5.03.
Item 8.01 Other Events.
In connection with the Reverse Stock Split, the number of securities registered on applicable registration statements filed with the Securities and Exchange Commission have been proportionately reduced. Additionally, to reflect the impact of the Reverse Stock Split, the Company is making equitable and proportionate adjustments to: (1) the Company’s equity incentive plans (including the BTHC VI, Inc. Equity Incentive Compensation Plan, the Athersys, Inc. Amended and Restated 2007 Long-Term Incentive Plan and the Athersys, Inc. 2019 Equity and Incentive Compensation Plan, including as amended and restated effective as of July 28, 2022 (collectively, the “Plans”)); (2) the outstanding stock option and restricted stock unit awards granted under the Plans; and (3) the inducement grants of stock options to three of the Company’s current (or former) executives, which were made outside the scope of the Plans consistent with the Nasdaq Listing Rules for inducement awards (the “Inducement Grants”), in each case in accordance with the applicable terms of the Plans or the Inducement Grants. In particular, such adjustments include reducing the number of shares of Common Stock covered by outstanding awards granted under the Plans or pursuant to the Inducement Grants by a factor of 25, increasing the exercise price for outstanding stock option awards by a factor of 25, reducing the Common Stock amounts included under each of the Plans by a factor of 25, and providing the treatment (either elimination or vesting) for fractional shares of Common Stock produced by the adjustments and the awards’ vesting schedules, as applicable, as approved by the Company’s Compensation Committee. In addition, the exercise price and number of warrant shares for each of the Company’s outstanding warrants were also proportionately adjusted to give effect to the Reverse Stock Split.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| | | | | | | | |
| Exhibit No. | | Description |
| 3.1 | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 29, 2022
| | | | | | | | |
| ATHERSYS, INC. |
| | |
| By: | /s/ Daniel Camardo |
| | Name: Daniel Camardo
Title: Chief Executive Officer |
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ATHERSYS, INC.
Athersys, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:
1.The Certificate of Incorporation of the Corporation is hereby amended by deleting the provisions of “Section 1. Authorization of Shares” thereof and inserting the following in lieu thereof:
“The total number of shares that the Corporation shall have authority to issue is 610,000,000 shares, consisting of 600,000,000 shares of common stock, having a par value of $.001 per share (“Common Stock”), and 10,000,000 shares of preferred stock, having a par value of $.001 per share (“Preferred Stock”).
Upon filing this Certificate of Amendment to the Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware (the “Effective Time”), each 25 shares of Common Stock either issued and outstanding or held by the Corporation as treasury stock immediately prior to the Effective Time shall be combined into one share of Common Stock (the “Reverse Stock Split”). No fractional share shall be issued upon the Reverse Stock Split. All shares of Common Stock (including fractions thereof) issuable upon the Reverse Stock Split to a given holder shall be aggregated for purposes of determining whether the Reverse Stock Split would result in the issuance of any fractional share. If, after the aforementioned aggregation, the Reverse Stock Split would result in the issuance of a fraction of a share of Common Stock, in lieu of receiving any such fractional share, the holder (other than with respect to shares of Common Stock held by the Corporation as treasury stock) otherwise entitled to such fraction will be entitled to receive a sum in cash (without interest) equal to, as the Corporation may determine, either (a) the holder’s proportionate interest in the proceeds, net of selling costs not paid and satisfied by the Corporation, from the aggregation and sale of the fractional shares by the transfer agent for the Common Stock or (b) the closing price of the Common Stock on The Nasdaq Stock Market LLC (or the principal market upon which the Common Stock is trading) on the trading day immediately prior to the Effective Time, as adjusted by the ratio of one share of Common Stock for every 25 shares of Common Stock, multiplied by the applicable fraction of a share of Common Stock. Upon surrender by a holder of a certificate or certificates for Common Stock, duly endorsed, at the office of the Corporation (or, if lost, an acceptable affidavit of loss is delivered to the Corporation), the Corporation shall, as soon as practicable thereafter, issue and deliver to such holder, or to the nominee or assignee of such holder, a new certificate or certificates for the number of shares of Common Stock that such holder shall be entitled to following the Reverse Stock Split.”
2. The foregoing amendment was duly adopted in accordance with the provisions of Sections 242 and 216 of the General Corporation Law of the State of Delaware.
3. This Certificate of Amendment shall become effective as of August 26, 2022 at 5:00 p.m., Eastern Time.
[Signature Page Follows]
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by Daniel Camardo, its Chief Executive Officer, on this 26th day of August, 2022.
| | | | | |
| ATHERSYS, INC.
By: /s/ Daniel Camardo
Name: Daniel Camardo
Title: Chief Executive Officer
|
| |