ATHX / Athersys, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT

Exhibit 2.1 Execution Version FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this “First Amendment”) is made and entered into as of March 14, 2024 by and among Athersys, Inc., ABT Holding Company, Advanced Biotherapeutics, Inc., and ReGenesys, LLC, each of which is organized in the state of Delaware, and ReGenesys BVBA, a company organized in Belgium

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets

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): April 1, 2024 Athersys, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Per

ASSET PURCHASE AGREEMENT

Exhibit 2.1 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (“Agreement” or the “Asset Purchase Agreement”) is made and entered into as of this 5 day of January 2024 (the “Execution Date”), by and between HEALIOS K.K. (“Buyer”), on the one hand, and Athersys, Inc., ABT Holding Company, Advanced Biotherapeutics, Inc., and ReGenesys, LLC, each of which is organized in the state of Delaware, a

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): January 5, 2024 ATHERSYS, INC.

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): January 5, 2024 ATHERSYS, INC.

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): December 20, 2023 ATHERSYS, INC.

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): December 20, 2023 ATHERSYS, INC.

Up to 76,249,080 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-275458 PROSPECTUS Up to 76,249,080 Shares of Common Stock Pursuant to this prospectus, the selling stockholders identified herein, or their permitted transferees that may be identified in this prospectus or by prospectus supplement (the “Selling Stockholders”), are offering on a resale basis, from time to time, up to 76,249,08

Athersys, Inc. 3201 Carnegie Avenue Cleveland, Ohio 44115 November 28, 2023

Athersys, Inc. 3201 Carnegie Avenue Cleveland, Ohio 44115 November 28, 2023 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Athersys, Inc. (the “Company”) Registration Statement on Form S-1 (File No. 333-275458) (the “Registration Statement”) Ladies and Gentlemen: Pursuant to Rule 461 of the Securities Act o

As filed with the Securities and Exchange Commission on November 21, 2023

As filed with the Securities and Exchange Commission on November 21, 2023 Registration No.

Memorandum of Understanding, dated October 10, 2023, by and between ABT Holding Company and HEALIOS K.K.

C TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE SUCH TERMS ARE BOTH NOT MATERIAL AND ARE THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Assignment Agreement, dated October 10, 2023, by and between ABT Holding Company and HEALIOS K.K.

Exhibit 2 Assignment Agreement for ARDS Clinical Doses This Assignment Agreement for ARD S Clini cal Doses (" A ssi gnment Agreement") is made and entered into as of October 10 , 2023 (" Effective Date") between ABT Holding Company (" A TH X"), a Delaware corporation having its principal place of business at 3201Carnegie Avenue, Cleveland, OH 44115 and a wholly-owned subsidiary of A thersys, Inc.

Fifth Amendment to License Agreement, dated October 10, 2023, by and between ABT Holding Company and HEALIOS K.K.

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE SUCH TERMS ARE BOTH NOT MATERIAL AND ARE THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Pe

As filed with the Securities and Exchange Commission on November 9, 2023

As filed with the Securities and Exchange Commission on November 9, 2023 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Athersys, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees

Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K (Commission No. 001-33876) filed with the Commission on October 30, 2023).

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

Amendment to Series A Common Stock Purchase Warrants (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K (Commission No. 001-33876) filed with the Commission on October 30, 2023).

AMENDMENT TO SERIES A COMMON STOCK PURCHASE WARRANTS This AMENDMENT TO SERIES A COMMON STOCK PURCHASE WARRANTS (this “Amendment”) is entered into as of October 30, 2023, by and between Athersys, Inc.

Form of Letter Agreement (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K (Commission No. 001-33876) filed with the Commission on October 30, 2023).

ATHERSYS, INC. 3201 Carnegie Avenue Cleveland, OH 44115-2634 October 30, 2023 To the Holder of Common Stock Purchase Warrants, Issued on October 16, 2023 (the “Existing Warrants”) Dear Holder: ATHERSYS, INC. (the “Company”) has agreed to (1) reduce the exercise price of the Existing Warrants from $0.1395 to $0.01 per share (the “Reduced Exercise Price”); (2) issue to you (“Holder”, “you,” or simil

Entry into a Material Definitive Agreement

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): October 30, 2023 ATHERSYS, INC.

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): October 18, 2023 (October 13, 2023)

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): October 18, 2023 (October 13, 2023) Athersys, Inc.

Form of Series A Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K (Commission No. 001-33876) filed with the Commission on October 12, 2023).

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

Form of Inducement Letter (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K (Commission No. 001-33876) filed with the Commission on October 12, 2023).

ATHERSYS, INC. 3201 Carnegie Avenue Cleveland, OH 44115-2634 October 11, 2023 To the Holder of August 2022, September 2022, November 2022, and August 2023 Common Stock Purchase Warrants Re: Inducement Offer to Exercise Existing Common Stock Purchase Warrants Dear Holder: ATHERSYS, INC. (the “Company”) is pleased to offer (this “Inducement Offer”) to you (“Holder”, “you” or similar terminology) the

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): October 11, 2023 Athersys, Inc. (Ex

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): October 11, 2023 Athersys, Inc.

The MOU includes $1.5M to $4.5M near term payments plus up to $150M in milestones

Athersys Reports Interim Analysis Results of MASTERS-2 Clinical Study with MultiStem in Ischemic Stroke, Signs Memorandum of Understanding (MOU) for Global ARDS License with Healios The MOU includes $1.

Current Report

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): October 10, 2023 Athersys, Inc.

Current Report

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): October 2, 2023 Athersys, Inc.

Athersys Licenses its Animal Health Assets to Ardent Animal Health

Athersys Licenses its Animal Health Assets to Ardent Animal Health CLEVELAND & LEXINGTON (October 3, 2023) – Athersys, Inc.

Athersys Director Jane Wasman Appointed Board Chair

Athersys Director Jane Wasman Appointed Board Chair CLEVELAND (October 2, 2023) – Athersys, Inc.

Athersys, Inc. 2019 Equity and Incentive Compensation Plan, as amended and restated (incorporated herein by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K (Commission No. 001-33876) filed with the Commission on October 2, 2023).

ATHERSYS, INC. 2019 EQUITY AND INCENTIVE COMPENSATION PLAN (Amended and Restated Effective September 27, 2023) 1. Purpose. The purpose of this Plan is to permit award grants to non-employee Directors, officers and other employees of the Company and its Subsidiaries, and certain consultants to the Company and its Subsidiaries, and to provide to such persons incentives and rewards for service and/or

Financial Statements and Exhibits, Other Events

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): September 27, 2023 Athersys, Inc.

Up to 15,357,692 Shares Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-274498 PROSPECTUS Up to 15,357,692 Shares Common Stock Pursuant to this prospectus, the selling stockholders identified herein (the “Selling Stockholders”) are offering on a resale basis up to 15,357,692 shares of our common stock, par value $0.001 per share, issuable upon conversion of up to $15.0 million of outstanding principal and any accru

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 18, 2023 ATHERSYS, INC / NEW ATHERSYS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33876 20-4864095 (State or Other Jurisdiction of Incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities and Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities and Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy S

Athersys, Inc. 3201 Carnegie Avenue Cleveland, Ohio 44115 September 19, 2023

Athersys, Inc. 3201 Carnegie Avenue Cleveland, Ohio 44115 September 19, 2023 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Athersys, Inc. (the “Company”) Registration Statement on Form S-3 (File No. 333-274498) (the “Registration Statement”) Ladies and Gentlemen: Pursuant to Rule 461 of the Securities Act

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Athersys, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry

As filed with the Securities and Exchange Commission on September 13, 2023

As filed with the Securities and Exchange Commission on September 13, 2023 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Athersys, Inc / new CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 8, 2023 Athersys, Inc.

4,212,500 shares of Common Stock 6,725,000 Pre-Funded Warrants to purchase up to 6,725,000 shares of Common Stock 10,937,500 Series A Common Warrants to purchase up to 10,937,500 shares of Common Stock 10,937,500 Series B Common Warrants to purchase

Prospectus Filed Pursuant to Rule 424(b)(4) Registration No. 333-273256 4,212,500 shares of Common Stock 6,725,000 Pre-Funded Warrants to purchase up to 6,725,000 shares of Common Stock 10,937,500 Series A Common Warrants to purchase up to 10,937,500 shares of Common Stock 10,937,500 Series B Common Warrants to purchase up to 10,937,500 shares of Common Stock 6,725,000 shares of Common Stock under

Amendment to Common Stock Purchase Warrants

EXHIBIT 4.5 AMENDMENT TO COMMON STOCK PURCHASE WARRANTS This AMENDMENT TO COMMON STOCK PURCHASE WARRANTS (this “Amendment”) is entered into as of August 17, 2023, by and between Athersys, Inc., a Delaware corporation (the “Company”), and Armistice Capital Master Fund Ltd. (the “Holder”). WHEREAS, the Holder is the holder of a Common Stock Purchase Warrant, issued as of August 17, 2022, to purchase

Form of Securities Purchase Agreement, dated as of August 17, 2023, between the Company and each purchaser named in the signature pages thereto

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 17, 2023, between Athersys, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set for

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 17, 2023 Athersys, Inc. (Exa

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 17, 2023 Athersys, Inc.

Form of Amendment to Common Stock Purchase Warrants (incorporated herein by reference to Exhibit 4.4 to the registrant’s Current Report on Form 8-K (Commission No. 001-33876) filed with the Commission on August 18, 2023).

EXHIBIT 4.4 AMENDMENT TO COMMON STOCK PURCHASE WARRANTS This AMENDMENT TO COMMON STOCK PURCHASE WARRANTS (this “Amendment”) is entered into as of August 21, 2023, by and between Athersys, Inc., a Delaware corporation (the “Company”), and (the “Holder”). WHEREAS, the Holder is the holder of a Common Stock Purchase Warrant, issued as a of November 10, 2022 (the “November 2022 Warrant”) to purchase s

PLACEMENT AGENCY AGREEMENT

EXHIBIT 99.1 PLACEMENT AGENCY AGREEMENT August 17, 2023 Athersys, Inc. Attention: Mr. Daniel Camardo 3201 Carnegie Avenue Cleveland, Ohio 44115 Re: Athersys, Inc. Offering Dear Mr. Camardo: This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners, as exclusive placement agent (the “Placement Agent”), and Athersys, Inc., a Delaware corporation (the “Company”),

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ☐ Check the appropriate box: x Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

Forbearance, Restructuring and Settlement Agreement, dated as of May 17, 2023, between Athersys, Inc., certain subsidiaries of Athersys, Inc., and Lonza (incorporated herein by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q (Commission No. 001-33876) filed with the Commission on August 16, 2023).

EXHIBIT 10.2 FORBEARANCE, RESTRUCTURING AND SETTLEMENT AGREEMENT This forbearance, restructuring and settlement agreement (the “Agreement”), dated as of May 17, 2023 (the “Effective Date”) by and between (i) LONZA NETHERLANDS B.V. (“LNL”) and LONZA BIOSCIENCE SINGAPORE LTD (“LBSS”; together with LNL, “Lonza“); (ii) ATHERSYS, INC. (“Athersys”); (iii) ABT HOLDING COMPANY (“ABT”); and (iv) ADVANCED B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-33876 (Check One): Form 10-K Form 20-F Form 11-K ý Form 10-Q Form N-SAR Form N-CSR For Period Ended: June 30, 2023 Transition Report on Form 10-K Transition Report on Form 10-Q Transition Report on Form 20-F Transition Report on Form N-SAR Transition Report on Form 11-K For the Transition Period Ended: If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: .

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): June 9, 2023 Athersys, Inc. (Exact

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): June 9, 2023 Athersys, Inc.

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 9, 2023 Athersys, Inc. (Exac

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 9, 2023 Athersys, Inc.

A.G.P./Alliance Global Partners 590 Madison Avenue, 28th Floor New York, New York 10004 August 9, 2023

A.G.P./Alliance Global Partners 590 Madison Avenue, 28th Floor New York, New York 10004 August 9, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Athersys, Inc. (the “Company”) Registration Statement on Form S-1, as amended (File No. 333-273256) Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 o

Athersys, Inc. 3201 Carnegie Avenue Cleveland, Ohio 44115 August 9, 2023

Athersys, Inc. 3201 Carnegie Avenue Cleveland, Ohio 44115 August 9, 2023 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Athersys, Inc. (the “Company”) Registration Statement on Form S-1 (File No. 333-273256) (as amended, the “Registration Statement”) Ladies and Gentlemen: Pursuant to Rule 461 of the Securit

Other Events

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 7, 2023 Athersys, Inc.

Form of Placement Agency Agreement

Exhibit 1.1 PLACEMENT AGENCY AGREEMENT [●], 2023 Athersys, Inc. Attention: Mr. Daniel Camardo 3201 Carnegie Avenue Cleveland, Ohio 44115 Re: Athersys, Inc. Offering Dear Mr. Camardo: This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners, as exclusive placement agent (the “Placement Agent”), and Athersys, Inc., a Delaware corporation (the “Company”), that t

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Athersys, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Carry

As filed with the Securities and Exchange Commission on August 7, 2023

As filed with the Securities and Exchange Commission on August 7, 2023 Registration No.

Form of Series B Common Stock Purchase Warrant (incorporated herein by reference to Exhibit 4.17 to the registrant’s Amendment No. 3 to Form S-1 Registration Statement (Commission No. 333-273256) filed with the Commission on August 7, 2023).

Exhibit 4.17 SERIES B COMMON STOCK PURCHASE WARRANT ATHERSYS, INC. Warrant Shares: Initial Exercise Date: [], 2023 Issue Date: [], 2023 THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after t

Form of Series A Common Stock Purchase Warrant (incorporated herein by reference to Exhibit 4.16 to the registrant’s Amendment No. 3 to Form S-1 Registration Statement (Commission No. 333-273256) filed with the Commission on August 7, 2023).

Exhibit 4.16 SERIES A COMMON STOCK PURCHASE WARRANT ATHERSYS, INC. Warrant Shares: Initial Exercise Date: [], 2023 Issue Date: [], 2023 THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after t

Form of Securities Purchase Agreement

Exhibit 10.38 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [●], 2023, between Athersys, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in

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): July 28, 2023 Athersys, Inc. (Exact

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): July 28, 2023 Athersys, Inc.

As filed with the Securities and Exchange Commission on July 27, 2023

As filed with the Securities and Exchange Commission on July 27, 2023 Registration No.

Form of Common Warrant

Exhibit 4.16 COMMON STOCK PURCHASE WARRANT ATHERSYS, INC. Warrant Shares: Initial Exercise Date: [], 2023 Issue Date: [], 2023 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (th

Form of Securities Purchase Agreement

Exhibit 10.38 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [●], 2023, between Athersys, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 FORM S-1 REGISTRATION STATEMENT under the Securities Act of 1933 Athersys, Inc. (Exact name of registrant as specified in its charter)

As filed with the Securities and Exchange Commission on July 26, 2023 Registration No.

Form of Pre-Funded Warrant

Exhibit 4.15 PRE-FUNDED COMMON STOCK PURCHASE WARRANT ATHERSYS, INC. Warrant Shares: Initial Exercise Date: [], 2023 Issue Date: [], 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or aft

Form of Placement Agency Agreement

Exhibit 1.1 PLACEMENT AGENCY AGREEMENT [●], 2023 Athersys, Inc. Attention: Mr. Daniel Camardo 3201 Carnegie Avenue Cleveland, Ohio 44115 Re: Athersys, Inc. Offering Dear Mr. Camardo: This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners, as exclusive placement agent (the “Placement Agent”), and Athersys, Inc., a Delaware corporation (the “Company”), that t

Power of Attorney

As filed with the Securities and Exchange Commission on July 14, 2023 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Athersys, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Carry

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 28, 2023 A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No.

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): June 28, 2023 Athersys, Inc. (Exact

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): June 28, 2023 Athersys, Inc.

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): June 26, 2023 Athersys, Inc. (Exact

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): June 26, 2023 Athersys, Inc.

5,685,000 Shares Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-272254 Prospectus 5,685,000 Shares Common Stock Pursuant to this prospectus, the selling stockholders identified herein are offering on a resale basis 5,685,000 shares of our common stock, par value $0.001 per share, or common stock, issuable upon exercise of common warrants, or the Warrants. The Warrants were issued to the selling stockholders

11,029,090 Shares Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No 333-271106 Prospectus 11,029,090 Shares Common Stock This prospectus relates to the issuance by us of up to 11,029,090 shares of common stock that are issuable upon the exercise of our outstanding warrants, or the “Warrants”.

Athersys, Inc. 3201 Carnegie Avenue Cleveland, Ohio 44115 June 5, 2023

Athersys, Inc. 3201 Carnegie Avenue Cleveland, Ohio 44115 June 5, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Dillon Haigus Re: Athersys, Inc. Registration Statement on Form S-3 (Registration No. 333-272254) Ladies and Gentlemen: On behalf of Athersys, Inc. (the “Company”), the undersigned hereby requ

Power of Attorney.

U.S. Securities and Exchange Commission You’ve Exceeded the SEC’s Traffic Limit Your request rate has exceeded the SEC’s maximum allowable requests per second. Your access to SEC.gov will be limited for 10 minutes. Current guidelines limit each user to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. To ensure that SEC.gov remains

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Athersys, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1 - Newly Registered Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.001 per share O

As filed with the Securities and Exchange Commission on May 26, 2023

As filed with the Securities and Exchange Commission on May 26, 2023 Registration No.

Athersys Restructures Debt with Supplier

EXHIBIT 99.1 Athersys Restructures Debt with Supplier CLEVELAND, Ohio (May 23, 2023) – Athersys, Inc. (NASDAQ: ATHX), a regenerative medicine company developing MultiStem® (invimestrocel) cell therapy for critical care indications announced it has restructured its outstanding debt with a supplier (“the supplier”). The Company previously entered into agreements with the supplier to assist in the sc

Form of Convertible Promissory Note, dated May 17, 2023 (incorporated herein by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K (Commission No. 001-33876) filed with the Commission on May 23, 2023)

EXHIBIT 4.1 THIS CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO

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): May 17, 2023 Athersys, Inc. (Exact

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): May 17, 2023 Athersys, Inc.

ATHERSYS REPORTS FIRST QUARTER 2023 FINANCIAL RESULTS AND PROVIDES BUSINESS UPDATE

ATHERSYS REPORTS FIRST QUARTER 2023 FINANCIAL RESULTS AND PROVIDES BUSINESS UPDATE CLEVELAND, Ohio, (May 18, 2023) - Athersys, Inc.

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): May 18, 2023 Athersys, Inc. (Exact

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): May 18, 2023 Athersys, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

Athersys, Inc. 3201 Carnegie Avenue Cleveland, Ohio 44115 May 8, 2023

Athersys, Inc. 3201 Carnegie Avenue Cleveland, Ohio 44115 May 8, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Doris Stacey Gama Laura Crotty Re: Athersys, Inc. Registration Statement on Form S-3 (Registration No. 333-271106) Ladies and Gentlemen: On behalf of Athersys, Inc. (the “Company”), the undersi

As filed with the Securities and Exchange Commission on April 28, 2023

As filed with the Securities and Exchange Commission on April 28, 2023 Registration No.

Athersys, Inc. 3201 Carnegie Avenue Cleveland, Ohio 44115 April 28, 2023

Athersys, Inc. 3201 Carnegie Avenue Cleveland, Ohio 44115 April 28, 2023 CORRESPONDENCE FILING VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, D.C. 20549 Attn: Doris Stacey Gama Laura Crotty RE: Athersys, Inc. Registration Statement on Form S-3 Filed April 4, 2023 File No. 333-271106 Ladies and Gentleme

2,315,000 Shares of Common Stock Pre-Funded Warrants to Purchase up to 1,370,000 Shares of Common Stock Up to 1,370,000 Shares of Common Stock underlying such Pre-Funded Warrants

Filed Pursuant to Rule 424(b)(5) Registration No. 333-264724 PROSPECTUS SUPPLEMENT (To Prospectus dated April 13, 2023) 2,315,000 Shares of Common Stock Pre-Funded Warrants to Purchase up to 1,370,000 Shares of Common Stock Up to 1,370,000 Shares of Common Stock underlying such Pre-Funded Warrants We are offering (i) 2,315,000 shares of our common stock, par value $0.001 per share (“Common Stock”)

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): April 17, 2023 Athersys, Inc. (Exac

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): April 17, 2023 Athersys, Inc.

Form of Warrant Amendment No. 2 to Common Stock Purchase Warrant (incorporated herein by reference to Exhibit 4.4 to the registrant’s Current Report on Form 8-K (Commission No. 001-33876) filed with the Commission on April 18, 2023)

EXHIBIT 4.4 AMENDMENT NO. 2 TO COMMON STOCK PURCHASE WARRANT This AMENDMENT NO. 2 TO COMMON STOCK PURCHASE WARRANT (this “Amendment”) is entered into as of April 17, 2023, by and between Athersys, Inc., a Delaware corporation (the “Company”), and Armistice Capital Master Fund Ltd. (the “Holder”). WHEREAS, the Holder is the holder of a Common Stock Purchase Warrant, issued as of August 17, 2022, to

Form of Warrant Amendment No. 1 to Common Stock Purchase Warrant (incorporated herein by reference to Exhibit 4.3 to the registrant’s Current Report on Form 8-K (Commission No. 001-33876) filed with the Commission on April 18, 2023)

EXHIBIT 4.3 AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT This AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT (this “Amendment”) is entered into as of April 17, 2023, by and between Athersys, Inc., a Delaware corporation (the “Company”), and Armistice Capital Master Fund Ltd. (the “Holder”). WHEREAS, the Holder is the holder of a Common Stock Purchase Warrant, issued as of September 22, 2022,

2

EXHIBIT 99.1 April 18, 2023 Athersys, Inc. Attention: Mr. Daniel Camardo 3201 Carnegie Avenue Cleveland, Ohio 44115 Dear Mr. Camardo: This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (the “Placement Agent” or “A.G.P.”) and Athersys, Inc., a Delaware corporation (the “Company”), that the Placement Agent shall serve as the exclusive placement agent for

Form of Pre-Funded Warrant (incorporated herein by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K (Commission No. 001-33876) filed with the Commission on April 18, 2023)

EXHIBIT 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT ATHERSYS, INC. Warrant Shares: Initial Exercise Date: April 19, 2023 Issue Date: April 19, 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any tim

Form of Securities Purchase Agreement, dated as of April 18, 2023, between the Company and each purchaser named in the signature pages thereto (incorporated herein by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K (Commission No. 001-33876) filed with the Commission on April 18, 2023)

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April 18, 2023, between Athersys, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set fort

Form of Warrant (incorporated herein by reference to Exhibit 4.2 to the registrant’s Current Report on Form 8-K (Commission No. 001-33876) filed with the Commission on April 18, 2023)

EXHIBIT 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

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): April 13, 2023 Athersys, Inc. (Exac

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): April 13, 2023 Athersys, Inc.

Athersys, Inc. 3201 Carnegie Avenue Cleveland, Ohio 44115 April 11, 2023

Athersys, Inc. 3201 Carnegie Avenue Cleveland, Ohio 44115 April 11, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Jane Park Re: Athersys, Inc. Registration Statement on Form S-3 (Registration No. 333-264724) Ladies and Gentlemen: On behalf of Athersys, Inc. (the “Company”), the undersigned hereby reques

Filing Fee Table.

Exhibit FILING FEES. Calculation of Filing Fee Tables Form S-3 (Form Type) Athersys, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1 - Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fe

As filed with the Securities and Exchange Commission on April 3, 2023

As filed with the Securities and Exchange Commission on April 3, 2023 Registration No.

Power of Attorney.

As filed with the Securities and Exchange Commission on April 4, 2023 Registration No.

Power of Attorney

EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of Athersys, Inc., a Delaware corporation, hereby constitutes and appoints Daniel A. Camardo as his true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for each of the undersigned and in the name, place, and stead of each of the undersigned,

Summary of Athersys, Inc. 2022 Cash Bonus Incentive Plan (incorporated herein by reference to Exhibit 10.27 to the registrant’s Annual Report on Form 10-K (Commission No. 001-33876) filed with the Commission on April 3, 2023).

EXHIBIT 10.27 SUMMARY OF ATHERSYS, INC. 2022 CASH BONUS INCENTIVE PLAN On March 5, 2022, the Board of Directors of Athersys, Inc. (“the Company”), based upon the recommendation of the Compensation Committee of the Board of Directors of the Company, approved a cash bonus incentive plan (the “Plan”) for the year ending December 31, 2022 for the named executive officers of the Company. The Plan provi

ATHERSYS REPORTS FOURTH QUARTER AND FULL YEAR 2022 FINANCIAL RESULTS AND BUSINESS HIGHLIGHTS

ATHERSYS REPORTS FOURTH QUARTER AND FULL YEAR 2022 FINANCIAL RESULTS AND BUSINESS HIGHLIGHTS CLEVELAND, Ohio (March 31, 2023) — Athersys, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-33876 Athersys, Inc.

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): March 31, 2023 Athersys, Inc. (Exac

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): March 31, 2023 Athersys, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 1-33876 (Check One):ý Form 10-K Form 20-F Form 11-K Form 10-Q Form N-SAR Form N-CSR For Period Ended: December 31, 2022 Transition Report on Form 10-K Transition Report on Form 10-Q Transition Report on Form 20-F Transition Report on Form N-SAR Transition Report on Form 11-K For the Transition Period Ended: If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: .

List of Subsidiaries (incorporated herein by reference to Exhibit 21.1 to the registrant’s Annual report on Form 10-K (Commission No. 001-33876) filed with the Commission on April 3, 2023)

EXHIBIT 21.1 SUBSIDIARIES OF ATHERSYS, INC. Name of Subsidiary Jurisdiction ABT Holding Company (formerly Athersys, Inc.) Delaware Advanced Biotherapeutics, Inc. Delaware Athersys GK Japan Athersys Limited United Kingdom ReGenesys LLC Delaware ReGenesys BV Belgium ReGenesys EU NV Belgium

Other Events

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): January 24, 2023 Athersys, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): January 3, 2023 Athersys, Inc.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): December 22, 2022 Athersys, Inc.

ATHERSYS REPORTS THIRD QUARTER 2022 FINANCIAL RESULTS AND PROVIDES BUSINESS UPDATE Corporate restructuring largely complete, enrollment in MASTERS-2 clinical trial accelerates Conference call begins at 11:00 a.m. Eastern time today

ATHERSYS REPORTS THIRD QUARTER 2022 FINANCIAL RESULTS AND PROVIDES BUSINESS UPDATE Corporate restructuring largely complete, enrollment in MASTERS-2 clinical trial accelerates Conference call begins at 11:00 a.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 15, 2022 Athersys, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

Athersys, Inc. Announces Pricing of $5.5 Million Public Offering

EX-99.3 Exhibit 99.3 NEWS RELEASE Athersys, Inc. Announces Pricing of $5.5 Million Public Offering November 09, 2022 CLEVELAND—(BUSINESS WIRE)—Athersys, Inc. (Nasdaq: ATHX) (“Athersys” or the “Company), today announced the pricing of its previously announced “best efforts” public offering of 5,004,545 shares of common stock (or common stock equivalents) and warrants to purchase 10,009,090 shares o

3,927,275 Shares of Common Stock Pre-Funded Warrants to Purchase up to 1,077,270 Shares of Common Stock Warrants to Purchase up to 10,009,090 Shares of Common Stock Up to 11,086,360 Shares of Common Stock underlying such Pre-Funded Warrants and Warra

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-235945 PROSPECTUS SUPPLEMENT (To Prospectus dated January 29, 2020) 3,927,275 Shares of Common Stock Pre-Funded Warrants to Purchase up to 1,077,270 Shares of Common Stock Warrants to Purchase up to 10,009,090 Shares of Common Stock Up to 11,086,360 Shares of Common Stock underlying such Pre-Funded Warrants and Warrants

2

EX-99.2 Exhibit 99.2 NEWS RELEASE Athersys, Inc. Announces Proposed Public Offering November 07, 2022 CLEVELAND—(BUSINESS WIRE)— Athersys, Inc. (Nasdaq: ATHX) (“Athersys” or the “Company”) today announced that it intends to offer and sell shares of its common stock (or common stock equivalents in lieu thereof) and warrants to purchase common stock, subject to market and other conditions, in a publ

Form of Securities Purchase Agreement, dated as of November 10, 2022, between Athersys, Inc. and each purchaser named in the signature pages thereto (incorporated herein by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K (Commission No. 001-33876) filed with the Commission on November 10, 2022)

EX-10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of November 9, 2022, between Athersys, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and condition

Form of Pre-Funded Warrant (incorporated herein by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K (Commission No. 001-33876) filed with the Commission on November 10, 2022)

EX-4.1 Exhibit 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT ATHERSYS, INC. Warrant Shares: Initial Exercise Date: November 10, 2022 Issue Date: November 10, 2022 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set fort

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 7, 2022 ATHERSYS, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 7, 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 Nu

Form of Warrant (incorporated herein by reference to Exhibit 4.2 to the registrant’s Current Report on Form 8-K (Commission No. 001-33876) filed with the Commission on November 10, 2022)

EX-4.2 Exhibit 4.2 COMMON STOCK PURCHASE WARRANT ATHERSYS, INC. Warrant Shares: Initial Exercise Date: November 10, 2022 Issue Date: November 10, 2022 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or a

[The remainder of this page has been intentionally left blank.]

EX-99.1 Exhibit 99.1 November 9, 2022 Athersys, Inc. Attention: Mr. Daniel Camardo 3201 Carnegie Avenue Cleveland, Ohio 44115 Dear Mr. Camardo: This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (the “Placement Agent” or “A.G.P.”) and Athersys, Inc., a Delaware corporation (the “Company”), that the Placement Agent shall serve as the exclusive placement

SUBJECT TO COMPLETION, DATED NOVEMBER 7, 2022

Form 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-235945 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is

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): October 31, 2022 Athersys, Inc. (Ex

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): October 31, 2022 Athersys, Inc.

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): October 14, 2022 Athersys, Inc. (Ex

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): October 14, 2022 Athersys, Inc.

Form of Warrant Amendment (incorporate herein by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K (Commission No. 001-33876) filed with the Commission on September 22, 2022)

EXHIBIT 4.1 AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT This AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT (this ?Amendment?) is entered into as of September [?], 2022, by and between Athersys, Inc., a Delaware corporation (the ?Company?), and [?] (the ?Holder?). WHEREAS, the Holder is the holder of a Common Stock Purchase Warrant, issued as of August 17, 2022, to purchase 1,920,000 shares

Form of Securities Purchase Agreement Amendment, dated as of September 22, 2022, between Athersys, Inc. and each purchaser named in the signature pages thereto (incorporated herein by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K (Commission No. 001-33876) filed with the Commission on September 22, 2022)

EXHIBIT 10.1 AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT This AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT (this ?Amendment?) is entered into as of September [?], 2022, by and among Athersys, Inc., a Delaware corporation (the ?Company?), and each Purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and, collectively, the ?Purchasers

Form of New Warrant (incorporate herein by reference to Exhibit 4.2 to the registrant’s Current Report on Form 8-K (Commission No. 001-33876) filed with the Commission on September 22, 2022)

EXHIBIT 4.2 COMMON STOCK PURCHASE WARRANT ATHERSYS, INC. Warrant Shares: 2,000,000 Initial Exercise Date: March [?], 2023 Issue Date: September [?], 2022 THIS COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, [?] or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): September 22, 2022 Athersys, Inc.

As filed with the Securities and Exchange Commission on September 19, 2022

As filed with the Securities and Exchange Commission on September 19, 2022 Registration No.

Power of Attorney*

EXHIBIT 24.1 ATHERSYS, INC. REGISTRATION STATEMENT POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that each of the undersigned officers and directors of Athersys, Inc., a Delaware corporation (the ?Registrant?), hereby constitutes and appoints Daniel A. Camardo, Kasey Rosado and Maia Hansen, and each of them, his or her true and lawful attorney or attorneys-in-fact, with full power of substitution

Calculation of Filing Fee Tables*

EX-FILING FEES 2 ex107-20220919.htm EX-FILING FEES EXHIBIT 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Athersys, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registrat

Athersys, Inc. 2019 Equity and Incentive Compensation Plan (amended and restated effective July 28, 2022, as restated)*

EXHIBIT 4.6 ATHERSYS, INC. 2019 EQUITY AND INCENTIVE COMPENSATION PLAN (Amended and Restated Effective July 28, 2022) (Restated Effective August 26, 2022) 1.Purpose. The purpose of this Plan is to permit award grants to non-employee Directors, officers and other employees of the Company and its Subsidiaries, and certain consultants to the Company and its Subsidiaries, and to provide to such person

Other Events

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): September 13, 2022 Athersys, Inc.

Other Events

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): September 8, 2022 Athersys, Inc.

Certificate of Amendment to Certificate of Incorporation of Athersys, Inc., as amended, effective as of August 26, 2022 (incorporated herein by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K (Commission No. 001-33876) filed with the Commission on August 29, 2022)

EXHIBIT 3.1 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 an

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events

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.

[The remainder of this page has been intentionally left blank.]

EXHIBIT 10.2 August 15, 2022 Athersys, Inc. Attention: Mr. Daniel Camardo 3201 Carnegie Avenue Cleveland, Ohio 44115 Dear Mr. Camardo: This letter (the ?Agreement?) constitutes the agreement between A.G.P./Alliance Global Partners (the ?Placement Agent? or ?A.G.P.?) and Athersys, Inc., a Delaware corporation (the ?Company?), that the Placement Agent shall serve as the exclusive placement agent for

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 15, 2022 Athersys, Inc.

Form of Warrant (incorporated herein by reference to Exhibit 4.2 to the registrant’s Current Report on Form 8-K (Commission No. 001-33876) filed with the Commission on August 17, 2022)

EXHIBIT 4.2 COMMON STOCK PURCHASE WARRANT ATHERSYS, INC. Warrant Shares: [] Initial Exercise Date: February 17, 2023 Issue Date: August 17, 2022 THIS COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, [] or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or afte

30,000,000 Shares of Common Stock Pre-Funded Warrants to Purchase up to 18,000,000 Shares of Common Stock Warrants to Purchase up to 48,000,000 Shares of Common Stock Up to 66,000,000 Shares of Common Stock underlying such Pre-Funded Warrants and War

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-235945 PROSPECTUS SUPPLEMENT (To Prospectus dated January 29, 2020) 30,000,000 Shares of Common Stock Pre-Funded Warrants to Purchase up to 18,000,000 Shares of Common Stock Warrants to Purchase up to 48,000,000 Shares of Common Stock Up to 66,000,000 Shares of Common Stock underlying such Pre-Funded Warrants and Warrants We a

Form of Pre-Funded Warrant (incorporated herein by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K (Commission No. 001-33876) filed with the Commission on August 17, 2022)

EXHIBIT 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT ATHERSYS, INC. Warrant Shares: Initial Exercise Date: August 17, 2022 Issue Date: August 17, 2022 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any t

Form of Securities Purchase Agreement, dated as of August 15, 2022, between Athersys, Inc. and each purchaser named in the signature pages thereto (incorporated herein by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K (Commission No. 001-33876) filed with the Commission on August 17, 2022)

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of August 15, 2022, between Athersys, Inc., a Delaware corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively the ?Purchasers?). WHEREAS, subject to the terms and conditions set for

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 11, 2022 Athersys, Inc.

ATHERSYS REPORTS SECOND QUARTER 2022 FINANCIAL RESULTS AND PROVIDES BUSINESS UPDATE Corporate Restructuring Underway and MASTERS-2 Clinical Trial Prioritized Conference call begins at 4:30 p.m. Eastern time today

ATHERSYS REPORTS SECOND QUARTER 2022 FINANCIAL RESULTS AND PROVIDES BUSINESS UPDATE Corporate Restructuring Underway and MASTERS-2 Clinical Trial Prioritized Conference call begins at 4:30 p.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): July 29, 2022 Athersys, Inc.

Athersys, Inc. 2019 Equity and Incentive Compensation Plan

APPENDIX A ATHERSYS, INC. 2019 EQUITY AND INCENTIVE COMPENSATION PLAN (Amended and Restated Effective July 28, 2022) 1. Purpose. The purpose of this Plan is to permit award grants to non-employee Directors, officers and other employees of the Company and its Subsidiaries, and certain consultants to the Company and its Subsidiaries, and to provide to such persons incentives and rewards for service

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): July 28, 2022 Athersys, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Termination of a Material Definitive Agreement

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): July 1, 2022 Athersys, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): June 16, 2022 Athersys, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

PRE 14A 1 athx-20221231xpre14a.htm PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as per

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Financial Statements and Exhibits, Other Events, Shareholder Director Nominations

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): June 6, 2022 Athersys, Inc.

ATHERSYS POSTPONES ANNUAL MEETING OF STOCKHOLDERS Annual Meeting of Stockholders rescheduled to Thursday, July 28, 2022, 8:30 a.m. ET

Exhibit 99.1 ATHERSYS POSTPONES ANNUAL MEETING OF STOCKHOLDERS Annual Meeting of Stockholders rescheduled to Thursday, July 28, 2022, 8:30 a.m. ET CLEVELAND, Ohio, June 9, 2022 ? Athersys, Inc. (Nasdaq: ATHX) today announced the postponement of its Annual Meeting of Stockholders, initially scheduled for Wednesday, June 15, 2022, at 8:30 a.m. ET. The Annual Meeting is now scheduled for Thursday, Ju

ATHERSYS POSTPONES ANNUAL MEETING OF STOCKHOLDERS Annual Meeting of Stockholders rescheduled to Thursday, July 28, 2022, 8:30 a.m. ET

Exhibit 99.1 ATHERSYS POSTPONES ANNUAL MEETING OF STOCKHOLDERS Annual Meeting of Stockholders rescheduled to Thursday, July 28, 2022, 8:30 a.m. ET CLEVELAND, Ohio, June 9, 2022 ? Athersys, Inc. (Nasdaq: ATHX) today announced the postponement of its Annual Meeting of Stockholders, initially scheduled for Wednesday, June 15, 2022, at 8:30 a.m. ET. The Annual Meeting is now scheduled for Thursday, Ju

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Other Events

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): May 25, 2022 Athersys, Inc.

ATHERSYS ANNOUNCES THAT ITS PARTNER, HEALIOS K.K., REPORTED TOPLINE DATA FROM THE TREASURE MULTISTEM ISCHEMIC STROKE STUDY TREASURE topline results show evidence of therapeutic impact Study preliminary results analyses indicate good potential for fav

EXHIBIT 99.1 ATHERSYS ANNOUNCES THAT ITS PARTNER, HEALIOS K.K., REPORTED TOPLINE DATA FROM THE TREASURE MULTISTEM ISCHEMIC STROKE STUDY TREASURE topline results show evidence of therapeutic impact Study preliminary results analyses indicate good potential for favorable results in Athersys? MASTERS-2 study Conference call today at 8:30 a.m. ET CLEVELAND, Ohio, May 20, 2022 ? Athersys, Inc. (Nasdaq:

Registration Rights Agreement, dated as of May 12, 2022, by and between Athersys, Inc. and Aspire Capital Fund, LLC

EX-10.2 4 ex102-20220512.htm EX-10.2 EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 12, 2022, by and between ATHERSYS, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defin

$100,000,000 of Common Stock

424B5 1 athersys424b5.htm 424B5 Filed Pursuant to Rule 424(b)(5) Registration No. 333-238810 PROSPECTUS SUPPLEMENT $100,000,000 of Common Stock Pursuant to this prospectus supplement and the accompanying prospectus, we are offering up to $100,000,000 aggregate amount of shares, or Purchase Shares, of our common stock, par value $0.001 per share, or Common Stock, to Aspire Capital Fund, LLC, or Asp

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): May 12, 2022 Athersys, Inc.

, 2022, by and between Athersys, Inc. and As

EXHIBIT 10.1 COMMON STOCK PURCHASE AGREEMENT COMMON STOCK PURCHASE AGREEMENT (the ?Agreement?), dated as of May 12, 2022, by and between ATHERSYS, INC., a Delaware corporation (the ?Company?), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the ?Buyer?). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof. WHEREAS: Subject to the ter

ATHERSYS REPORTS FIRST QUARTER 2022 RESULTS Management to host conference call following announcement of Phase 2/3 TREASURE data in May

ATHERSYS REPORTS FIRST QUARTER 2022 RESULTS Management to host conference call following announcement of Phase 2/3 TREASURE data in May CLEVELAND, Ohio, May 6, 2022 ? Athersys, Inc.

Offer Letter Agreement, dated January 13, 2022, by and between Athersys, Inc. and Daniel Camardo.

EXHIBIT 10.1 CONFIDENTIAL Sent by e-mail January 13, 2022 Daniel Camardo c/o Athersys, Inc. 3201 Carnegie Avenue Cleveland, Ohio 44115 Dear Dan, Speaking on behalf of our team, we have enjoyed our recent interactions with you. We believe that you could bring substantial leadership and experience to Athersys, Inc. (the ?Company?) and build on our established foundation to help successfully prepare

by and between Athersys, Inc. and Daniel Camardo

EXHIBIT 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, by and between Athersys, Inc., a Delaware corporation (the ?Company?), and Daniel Camardo (?Executive?), is dated as of the 14th day of February, 2022 (the ?Agreement?). The Company wishes to employ Executive on the terms and conditions, and for the consideration, hereinafter set forth, and Executive desires to be employed by the Company

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 6, 2022 Athersys, Inc.

Form of Debt Securities Indenture.

EXHIBIT 4.5 ATHERSYS, INC. INDENTURE Dated as of [ ] [ ], Trustee CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.10 (b) 7.10 (c) N.A. 311(a) 7.11 (b) 7.11 (c) N.A. 312(a) 2.06 (b) 11.03 (c) 11.03 313(a) 7.06 (b)(2) 7.06; 7.07 (c) 7.06; 11.02 (d) 7.06 314(a) 4.03; 4.04; 11.05 (b) N.A. (c)(l) 11.04 (c)(2) 11.04 (c)(3)

Power of Attorney.

EXHIBIT 24.1 ATHERSYS, INC. REGISTRATION STATEMENT POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that each of the undersigned officers and directors of Athersys, Inc., a Delaware corporation (the ?Registrant?), hereby constitutes and appoints Daniel A. Camardo, Ivor Macleod, and William O. Lehmann, Jr., and each of them, as the true and lawful attorney or attorneys-in-fact, with full power of subs

Filing Fee Table.

EXHIBIT 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Athersys, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1 - Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry F

As filed with the Securities and Exchange Commission on May 5, 2022

S-3 1 athx-20220505xs3.htm S-3 As filed with the Securities and Exchange Commission on May 5, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ATHERSYS, INC. (Exact name of registrant as specified in its charter) Delaware 20-4864095 (State or Other Jurisdiction of (I.R.S. Employer Incor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): April 22, 2022 Athersys, Inc.

Exhibit 4.1

EXHIBIT 4.1 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a summary of the terms and provisions of the common stock, par value $0.001 per share, of Athersys, Inc., a Delaware corporation (?Athersys,? the ?Company,? ?we?, ?us? or ?our?), and is qualified in its entirety by reference to the Company?s Certificate of Incorporation and Byl

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

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): March 18, 2022 Athersys, Inc.

Calculation of Filing Fee Tables*

EXHIBIT 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Athersys, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.001 par value per s

As filed with the Securities and Exchange Commission on March 18, 2022

S-8 1 athx-20220318xs8.htm S-8 As filed with the Securities and Exchange Commission on March 18, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ATHERSYS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization)

Nonqualified Stock Option Inducement Agreement, dated as of February 14, 2022, by and between the Registrant and Daniel Camardo*

EXHIBIT 4.7 ATHERSYS, INC. NONQUALIFIED STOCK OPTION INDUCEMENT AGREEMENT This Nonqualified Stock Option Inducement Agreement (?Agreement?) is made as of February 14, 2022 (the ?Date of Grant?) by and between Athersys, Inc., a Delaware corporation (the ?Company?), and Daniel Camardo (the ?Optionee?) with respect to the grant of a nonqualified stock option by the Company to the Optionee (the ?Grant

Power of Attorney*

EXHIBIT 24.1 ATHERSYS, INC. REGISTRATION STATEMENT POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of Athersys, Inc., a Delaware corporation (the ?Registrant?), hereby constitutes and appoints Daniel A. Camardo and Ivor Macleod, and each of them, his true and lawful attorney or attorneys-in-fact, with full power of substitution and resubstituti

Employment Agreement, dated as of December 3, 2021, by and between Athersys, Inc. and Ivor Macleod.

EXHIBIT 10.46 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, by and between Athersys, Inc., a Delaware corporation (the ?Company?), and Ivor Macleod (?Executive?), is dated as of the 3rd day of December, 2021 (the ?Agreement?). Executive is party to an Employment Agreement, dated as of January 31, 2020 (the ?Prior Agreement?) with the Company. The Company wishes to continue to employ Executive on

ATHERSYS REPORTS FOURTH QUARTER AND FULL YEAR 2021 FINANCIAL RESULTS AND BUSINESS HIGHLIGHTS Management to host conference call at 4:30 pm ET today; Dan Camardo, newly appointed Chief Executive Officer, will lead the call and share his initial perspe

Exhibit 99.1 ATHERSYS REPORTS FOURTH QUARTER AND FULL YEAR 2021 FINANCIAL RESULTS AND BUSINESS HIGHLIGHTS Management to host conference call at 4:30 pm ET today; Dan Camardo, newly appointed Chief Executive Officer, will lead the call and share his initial perspective on the path to commercial success for the Company CLEVELAND, Ohio, March 15, 2022 ? Athersys, Inc. (Nasdaq: ATHX) announced today i

Power of Attorney

EX-24.1 8 ex241-20211231.htm EX-24.1 EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of Athersys, Inc., a Delaware corporation, hereby constitutes and appoints Daniel A. Camardo and Ivor Macleod, and each of them, as his true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for each of the u

Summary of Athersys, Inc. 2022 Cash Bonus Incentive Plan (incorporated herein by reference to Exhibit 10.27 to the registrant's Annual Report on Form 10-K (Commission No. 001-33876) filed with the Commission on March 15, 2022

EXHIBIT 10.27 SUMMARY OF ATHERSYS, INC. 2022 CASH BONUS INCENTIVE PLAN On March 5, 2022, the Board of Directors of Athersys, Inc. (?the Company?), based upon the recommendation of the Compensation Committee of the Board of Directors of the Company, approved a cash bonus incentive plan (the ?Plan?) for the year ending December 31, 2022 for the named executive officers of the Company. The Plan provi

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 15, 2022 Athersys, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-33876 Athersys, Inc.

Employment Agreement, dated as of December 3, 2021, by and between Athersys, Inc. and Dr. John Harrington.

EXHIBIT 10.45 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, by and between Athersys, Inc., a Delaware corporation (the ?Company?), and Dr. John Harrington (?Executive?), is dated as of the 3rd day of December, 2021 (the ?Agreement?). Executive is employed by Advanced Biotherapeutics, Inc. (?ABT?) (a wholly-owned subsidiary of the Company) and is party to an Amended and Restated Employment Agreem

Employment Agreement, dated as of December 3, 2021, by and between Athersys, Inc. and William Lehmann.

EX-10.44 3 ex1044-20211231.htm EX-10.44 EXHIBIT 10.44 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, by and between Athersys, Inc., a Delaware corporation (the “Company”), and William Lehmann (“Executive”), is dated as of the 3rd day of December, 2021 (the “Agreement”). Executive is party to an Employment Agreement, dated as of January 1, 2004, as amended (the “Prior Agreement”) with Advanced Bio

List of Subsidiaries

EXHIBIT 21.1 SUBSIDIARIES OF ATHERSYS, INC. Name of Subsidiary Jurisdiction ABT Holding Company (formerly Athersys, Inc.) Delaware Advanced Biotherapeutics, Inc. Delaware Athersys GK Japan Athersys Limited United Kingdom ReGenesys LLC Delaware ReGenesys BV Belgium ReGenesys EU NV Belgium

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): February 8, 2022 Athersys, Inc.

ATHX / Athersys Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0333-athersysinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Athersys Inc. Title of Class of Securities: Common Stock CUSIP Number: 04744L106 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): January 14, 2022 Athersys, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): December 3, 2021 Athersys, Inc.

Amendment to Cooperation Agreement, dated as of August 5, 2021, by and among Athersys, Inc. and HEALIOS K.K. and Dr. Tadahisa Kagimoto (incorporated herein by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q (Commission No. 001-33876) filed with the Commission on November 15, 2021)

EX-10.2 5 ex10220210930.htm EX-10.2 EXHIBIT 10.2 AMENDMENT TO COOPERATION AGREEMENT This Amendment to Cooperation Agreement (this “Amendment”) is dated as of August 5, 2021 and amends the Cooperation Agreement (the “Agreement”), which was entered into as of February 16, 2021, by and among Athersys, Inc. (the “Company”), on the one hand, and HEALIOS K.K. (“Healios”) and Dr. Tadahisa Kagimoto, on th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 15, 2021 Athersys, Inc.

ATHERSYS REPORTS THIRD QUARTER 2021 RESULTS AND PROVIDES CORPORATE UPDATE Positive topline data for ARDS study and completion of enrollment in Japan ischemic stroke study are important milestones for development and potential commercialization of Mul

ATHERSYS REPORTS THIRD QUARTER 2021 RESULTS AND PROVIDES CORPORATE UPDATE Positive topline data for ARDS study and completion of enrollment in Japan ischemic stroke study are important milestones for development and potential commercialization of MultiStem® cell therapy Management to host conference call at 4:30 pm EST today CLEVELAND, Ohio, November 15, 2021 — Athersys, Inc.

Amendment to Investor Rights Agreement, by and between Athersys, Inc. and HEALIOS K.K., dated as of August 5, 2021 (incorporated herein by reference to Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q (Commission No. 001-33876) filed with the Commission on November 15, 2021)

EX-10.3 6 ex10320210930.htm EX-10.3 EXHIBIT 10.3 AMENDMENT TO INVESTOR RIGHTS AGREEMENT This Amendment to Investor Rights Agreement (this “Amendment”) is dated as of August 5, 2021 and amends the Investor Rights Agreement (the “Agreement”), which was entered into as of March 14, 2018, by and between Athersys, Inc. (the “Company”) and HEALIOS K.K. (“Healios”) (each of the Company and Healios, a “Pa

Comprehensive Framework Agreement for Commercial Manufacturing and Ongoing Support, by and between Athersys, Inc. and HEALIOS K.K., dated as of August 5, 2021 (incorporated herein by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q (Commission No. 001-33876) filed with the Commission on November 15, 2021)

EXHIBIT 10.1 CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS ?[*]?) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. COMPREHENSIVE FRAMEWORK AGREEMENT for Commercial Manufacturing and Ongoing Support This COMPREHENSIVE FRAMEWORK AGREEMENT (this ?Agreement?), dated as of August 5, 2021 (the ?Effective Date

Common Stock Purchase Warrant (ARDS) issued to HEALIOS K.K. by Athersys, Inc. dated August 5, 2021 (incorporated herein by reference to Exhibit 4.1 to the registrant’s Quarterly Report on Form 10-Q (Commission No. 001-33876) filed with the Commission on November 15, 2021)

EXHIBIT 4.1 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY OTHER APPLICABLE SECURITIES LAWS OR AN OPINION

Common Stock Purchase Warrant (Ischemic Stroke) issued to HEALIOS K.K. by Athersys, Inc. dated August 5, 2021 (incorporated herein by reference to Exhibit 4.2 to the registrant’s Quarterly Report on Form 10-Q (Commission No. 001-33876) filed with the Commission on November 15, 2021)

EXHIBIT 4.2 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY OTHER APPLICABLE SECURITIES LAWS OR AN OPINION

COMMON STOCK PURCHASE WARRANT ATHERSYS, INC.

EX-99.5 3 ex99-5.htm EXHIBIT 99.5 - COMMON STOCK PURCHASE WARRANT DATED AUGUST 5, 2021 Exhibit 99.5 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SE

AMENDMENT TO COOPERATION AGREEMENT

Exhibit 99.6 Execution Copy AMENDMENT TO COOPERATION AGREEMENT This Amendment to Cooperation Agreement (this ?Amendment?) is dated as of August 5, 2021 and amends the Cooperation Agreement (the ?Agreement?), which was entered into as of February 16, 2021, by and among Athersys, Inc. (the ?Company?), on the one hand, and HEALIOS K.K. (?Healios?) and Dr. Tadahisa Kagimoto, on the other hand (each of

COMMON STOCK PURCHASE WARRANT ATHERSYS, INC.

Exhibit 99.4 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY OTHER APPLICABLE SECURITIES LAWS OR AN OPINIO

You’ve Exceeded the SEC’s Traffic Limit

U.S. Securities and Exchange Commission You’ve Exceeded the SEC’s Traffic Limit Your request rate has exceeded the SEC’s maximum allowable requests per second. Your access to SEC.gov will be limited for 10 minutes. Current guidelines limit each user to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. To ensure that SEC.gov remains

DE:4LS / Athersys Inc / HEALIOS K.K. - SCHEDULE 13D, AMENDMENT NO. 10 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10)* Athersys, Inc. (Name of Issuer) Common Stock, par value US$0.001 per share (Title of Class of Securities) 0474L106 (CUSIP Number) HEALIOS K.K. Yurakucho Denki Bldg., North Tower 19F 1-7-1 Yurakucho Chiyoda-ku, Tokyo 100-0006, Japan Attn: General Manager

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 9, 2021 Athersys, Inc.

ATHERSYS REPORTS SECOND QUARTER 2021 RESULTS Announced promising topline ARDS results reported by Athersys partner, HEALIOS K.K., from its ONE-BRIDGE study Advanced partnership with Healios to enhance commercial readiness preparations for MultiStem i

EX-99.1 2 ex99106302021.htm EX-99.1 ATHERSYS REPORTS SECOND QUARTER 2021 RESULTS Announced promising topline ARDS results reported by Athersys partner, HEALIOS K.K., from its ONE-BRIDGE study Advanced partnership with Healios to enhance commercial readiness preparations for MultiStem in Japan Made continued progress in establishing manufacturing and other capabilities for commercial success Manage

40,000,000 SHARES Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-257409 PROSPECTUS 40,000,000 SHARES Common Stock This prospectus relates to a common stock purchase agreement that we entered into with Aspire Capital Fund, LLC (referred to in this prospectus as ?Aspire Capital? or the ?selling stockholder?) and the potential sale of up to 40,000,000 shares of our common stock by Aspire Capit

Athersys, Inc. 3201 Carnegie Avenue Cleveland, Ohio 44115 July 2, 2021

Athersys, Inc. 3201 Carnegie Avenue Cleveland, Ohio 44115 July 2, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Alan Campbell Re: Athersys, Inc. Registration Statement on Form S-3 (Registration No. 333-257409) Ladies and Gentlemen: On behalf of Athersys, Inc. (the ?Company?), the undersigned hereby requ

Common Stock Purchase Agreement, dated as of June 24, 2021, by and between Athersys, Inc. and Aspire Capital Fund, LLC (incorporated herein by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K (Commission No. 001-33876) filed with the Commission on June 25, 2021).

Exhibit 10.1 COMMON STOCK PURCHASE AGREEMENT COMMON STOCK PURCHASE AGREEMENT (the ?Agreement?), dated as of June 24, 2021, by and between ATHERSYS, INC., a Delaware corporation (the ?Company?), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the ?Buyer?). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof. WHEREAS: Subject to the te

Registration Rights Agreement, dated as of June 24, 2021, by and between Athersys, Inc. and Aspire Capital Fund, LLC (incorporated herein by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8‑K (Commission No. 001-33876) filed with the Commission on June 25, 2021).

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of June 24, 2021, by and between ATHERSYS, INC., a Delaware corporation (the ?Company?), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the ?Buyer?). Capitalized terms used herein and not otherwise defined herein shall have the respective

As filed with the Securities and Exchange Commission on June 25, 2021

S-3 1 d167211ds3.htm S-3 Table of Contents As filed with the Securities and Exchange Commission on June 25, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ATHERSYS, INC. (Exact name of registrant as specified in its charter) Delaware 20-4864095 (State or other jurisdiction of incorp

Certificate of Amendment to Certificate of Incorporation of Athersys, Inc., as amended, effective as of June 16, 2021.

EX-3.3 2 d167211dex33.htm EX-3.3 Exhibit 3.3 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 lncorporation of the Corporation is hereby amended by deleting the provisions of “Section 1. A

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): June 24, 2021 Athersys, Inc. (Exact name of registrant as specified in charter) Delaware 001-33876 20-4864095 (State or other jurisdiction of incorporation) (Commission File Number) (

Power of Attorney.

Exhibit 24.1 ATHERSYS, INC. REGISTRATION STATEMENT POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of Athersys, Inc., a Delaware corporation (the “Registrant”), hereby constitutes and appoints William Lehmann, Jr., Ivor Macleod and Laura K. Campbell, and each of them, his true and lawful attorney or attorneys-in-fact, with full power of substit

Submission of Matters to a Vote of Security Holders

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): June 15, 2021 Athersys, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): May 19, 2021 Athersys, Inc.

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 6, 2021 Athersys, Inc.

ATHERSYS REPORTS FIRST QUARTER 2021 RESULTS Management to host conference call at 4:30 pm EDT today

ATHERSYS REPORTS FIRST QUARTER 2021 RESULTS Management to host conference call at 4:30 pm EDT today CLEVELAND, Ohio, May 6, 2021 — Athersys, Inc.

- DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14

- PRE 14A

PRE 14A 1 athx-20211231xpre14a.htm PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ☐ Check the appropriate box: x Preliminary Proxy Statement ☐ Confidential, for Use of t

Power of Attorney

EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of Athersys, Inc., a Delaware corporation, hereby constitutes and appoints of William Lehmann, Jr., Ivor Macleod and Laura K. Campbell, and each of them, as his true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for each of the undersigned a

Summary of Athersys, Inc. 2021 Cash Bonus Incentive Plan

EX-10.42 2 ex1042-20201231.htm EX-10.42 EXHIBIT 10.42 SUMMARY OF ATHERSYS, INC. 2021 CASH BONUS INCENTIVE PLAN On February 11, 2021, the Board of Directors of Athersys, Inc. (“the Company”), based upon the recommendation of the Compensation Committee of the Board of Directors of the Company, approved a cash bonus incentive plan (the “Plan”) for the year ending December 31, 2021 for the named execu

ATHERSYS ANNOUNCES FINANCIAL RESULTS FOR FOURTH QUARTER AND FULL YEAR 2020 Management to host conference call at 4:30 PM EDT today

Exhibit 99.1 ATHERSYS ANNOUNCES FINANCIAL RESULTS FOR FOURTH QUARTER AND FULL YEAR 2020 Management to host conference call at 4:30 PM EDT today CLEVELAND, Ohio, March 25, 2021 — Athersys, Inc. (NASDAQ: ATHX) announced today its fourth quarter 2020 and annual 2020 financial results and recent highlights. "Despite a difficult operating environment, Athersys has made meaningful progress over the past

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-33876 Athersys, Inc.

List of Subsidiaries

EX-21.1 3 ex211-20201231.htm EX-21.1 EXHIBIT 21.1 SUBSIDIARIES OF ATHERSYS, INC. Name of Subsidiary Jurisdiction ABT Holding Company (formerly Athersys, Inc.) Delaware Advanced Biotherapeutics, Inc. Delaware Athersys GK Japan Athersys Limited United Kingdom ReGenesys LLC Delaware ReGenesys BV Belgium ReGenesys EU NV Belgium

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 25, 2021 Athersys, Inc.

Retention Letter, dated as of February 26, 2021 between Athersys, Inc. and Dr. John Harrington (incorporated herein by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K (Commission No. 001-33876) filed with the Commission on March 2, 2021)

Exhibit 10.2 February 26, 2021 Dear John: Athersys, Inc. (the ?Company?) views your continued service and commitment to the Company as critical to its success during this period of leadership transition. Accordingly, you are being awarded a retention bonus (the ?Retention Bonus?) in the amount of $503,287 and a one-time special stock option grant under the Athersys 2019 Equity and Incentive Compen

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): February 26, 2021 Athersys, Inc.

Retention Letter, dated as of February 26, 2021 between Athersys, Inc. and Mr. Ivor Macleod (incorporated herein by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K (Commission No. 001-33876) filed with the Commission on March 2, 2021)

EX-10.3 4 ex103-20210302.htm EX-10.3 Exhibit 10.3 February 26, 2021 Dear Ivor: Athersys, Inc. (the “Company”) views your continued service and commitment to the Company as critical to its success during this period of leadership transition. Accordingly, you are being awarded a retention bonus (the “Retention Bonus”) in the amount of $211,150 and a one-time special stock option grant under the Athe

Retention Letter, dated as of February 26, 2021 between Athersys, Inc. and Ms. Laura Campbell (incorporated herein by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K (Commission No. 001-33876) filed with the Commission on March 2, 2021)

Exhibit 10.4 February 26, 2021 Dear Laura: Athersys, Inc. (the ?Company?) views your continued service and commitment to the Company as critical to its success during this period of leadership transition. Accordingly, you are being awarded a retention bonus (the ?Retention Bonus?) in the amount of $156,456 and a one-time special stock option grant under the Athersys 2019 Equity and Incentive Compe

Retention Letter, dated as of February 26, 2021 between Athersys, Inc. and Mr. William Lehmann, Jr. (incorporated herein by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K (Commission No. 001-33876) filed with the Commission on March 2, 2021)

Exhibit 10.1 February 26, 2021 Dear William: The following letter agreement memorializes our recent discussions concerning your service as interim Chief Executive Officer (?Interim CEO?) of Athersys, Inc. (the ?Company?). Interim CEO. While you are serving as Interim CEO, you will receive a supplemental base salary payment at a rate of $10,000/month. For 2021, your annual bonus target will be 60%

Cooperation Agreement, dated as of February 16, 2021, by and among Athersys, Inc., HEALIOS K.K. and Dr. Tadahisa Kagimoto.

Exhibit 99.3 COOPERATION AGREEMENT This Cooperation Agreement (this “Agreement”) is made and entered into as of February 16, 2021, by and among Athersys, Inc. (the “Company”), on the one hand, and HEALIOS K.K. (“Healios”) and Dr. Tadahisa Kagimoto, on the other hand (each of the Company, Healios and Dr. Kagimoto, a “Party” to this Agreement, and collectively, the “Parties”). All capitalized terms

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* Athersys, Inc. (Name of Issuer) Common Stock, par value US$0.001 per share (Title of Class of Securities) 0474L106 (CUSIP Number) HEALIOS K.K. Yurakucho Denki Bldg., North Tower 19F 1-7-1 Yurakucho Chiyoda-ku, Tokyo 100-0006, Japan Attn: General Manager

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): February 11, 2021 Athersys, Inc.

Cooperation Agreement, dated as of February 16, 2021, by and among Athersys, Inc. and HEALIOS K.K. and Dr. Tadahisa Kagimoto (incorporated herein by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K (Commission No. 001-33876) filed with the Commission on February 16, 2021)

EX-10.1 2 d141712dex101.htm EX-10.1 Exhibit 10.1 COOPERATION AGREEMENT This Cooperation Agreement (this “Agreement”) is made and entered into as of February 16, 2021, by and among Athersys, Inc. (the “Company”), on the one hand, and HEALIOS K.K. (“Healios”) and Dr. Tadahisa Kagimoto, on the other hand (each of the Company, Healios and Dr. Kagimoto, a “Party” to this Agreement, and collectively, th

Separation Letter, dated as of February 15, 2021, by and between Athersys, Inc. and Dr. Gil Van Bokkelen (incorporated herein by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K (Commission No. 001-33876) filed with the Commission on February 16, 2021)

Exhibit 10.2 February 15, 2021 Mr. Gil Van Bokkelen c/o Athersys, Inc. 3201 Carnegie Avenue Cleveland, Ohio 44115-2634 Dear Gil: This letter agreement (this ?Agreement?) memorializes our recent discussions regarding the terms and conditions of your separation from service with Athersys, Inc. (the ?Company?). Separation from Service Your employment with the Company will terminate on February 15, 20

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): February 15, 2021 Athersys, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-33876 20-4864095 (State or Other Jurisdiction of Incorporation) (Commission File N

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Athersys Inc. Title of Class of Securities: Common Stock CUSIP Number: 04744L106 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ Rule 13d-

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No.

You’ve Exceeded the SEC’s Traffic Limit

Exhibit 99.2 November 30, 2020 Dear fellow Athersys directors: I would like to remind all of you of the background that led to my recent 13-D filings and the complaint I filed in the Delaware Court of Chancery to enforce my right to the inspection of the company’s books and records. It is particularly important that all directors not only recognize the long series of events that led to these actio

ATHX / Athersys, Inc. / HEALIOS K.K. - SCHEDULE 13D, AMENDMENT NO. 8 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* Athersys, Inc. (Name of Issuer) Common Stock, par value US$0.001 per share (Title of Class of Securities) 0474L106 (CUSIP Number) HEALIOS K.K. World Trade Center Bldg. 15F 2-4-1 Hamamatsucho Minato-ku, Tokyo 105-6115, Japan Attn: General Manager of Finan

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

Exhibit 99.1 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE HARDY TS KAGIMOTO, Plaintiff, v. ATHERSYS, INC., Defendant. ) ) ) ) ) ) ) ) ) C.A. No. 2020- VERIFIED COMPLAINT FOR INSPECTION OF BOOKS AND RECORDS Plaintiff Hardy TS Kagimoto, by and through his undersigned counsel, alleges the following against defendant Athersys, Inc. (“Athersys” or the “Company”) upon knowledge as to his acts, deed

ATHX / Athersys, Inc. / HEALIOS K.K. - SCHEDULE 13D, AMENDMENT NO. 7 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* Athersys, Inc. (Name of Issuer) Common Stock, par value US$0.001 per share (Title of Class of Securities) 0474L106 (CUSIP Number) HEALIOS K.K. World Trade Center Bldg. 15F 2-4-1 Hamamatsucho Minato-ku, Tokyo 105-6115, Japan Attn: General Manager of Finan

Regulation FD Disclosure - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 19, 2020 Athersys, Inc. (Exact name of registrant as specified in charter) Delaware 001-33876 20-4864095 (State or other Jurisdiction of Incorporation) (Commission File Numbe

ATHX / Athersys, Inc. / HEALIOS K.K. - SCHEDULE 13D, AMENDMENT NO. 6 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* Athersys, Inc. (Name of Issuer) Common Stock, par value US$0.001 per share (Title of Class of Securities) 0474L106 (CUSIP Number) HEALIOS K.K. World Trade Center Bldg. 15F 2-4-1 Hamamatsucho Minato-ku, Tokyo 105-6115, Japan Attn: General Manager of Finan

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

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): November 12, 2020 Athersys, Inc.