Current Report Filing (8-k)
18 December 2018 - 12:03AM
Edgar (US Regulatory)
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): December 14, 2018
Athersys, Inc.
(Exact
name of registrant as specified in charter)
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Delaware
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001-33876
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20-4864095
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3201 Carnegie Avenue,
Cleveland, Ohio
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44115-2634
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
(216)
431-9900
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 1.01.
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Entry into a Material Definitive Agreement.
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As previously disclosed, on June 6, 2018, Athersys, Inc. (we or the Company), its wholly-owned subsidiary, ABT
Holding Company (together with the Company, Athersys), and HEALIOS K.K. (Healios) entered into a Collaboration Expansion Agreement (the Collaboration Expansion Agreement). Under the Collaboration Expansion
Agreement, Athersys granted to Healios an exclusive right of first negotiation through September 1, 2018 (the ROFN Period) with respect to an option for, among other things, an exclusive license in China to use MultiStem products
for the treatment of one or more of ischemic stroke, acute respiratory distress syndrome, and either trauma or an alternative indication mutually agreed upon. On August 31, 2018, Athersys and Healios amended the Collaboration Expansion
Agreement to extend the ROFN Period through December 6, 2018, and on December 6, 2018, the ROFN Period was further extended to December 14, 2018.
On December 14, 2018, the ROFN Period was extended to June 30, 2019 in exchange for a $2.0 million payment from Healios.
Furthermore, Healios may make an additional payment of $3.0 million to extend the ROFN Period for another six months through December 31, 2019. All such extension payments would be creditable against the option fee payable by Healios upon
execution of the China option agreement, if applicable. Additionally, Healios may, at its election by notice to Athersys, apply the extension payment amounts as credits against any regulatory approval or commercial milestones for any licensed
program, subject to certain limitations.
In addition to the $10 million initial payment made in June 2018 in accordance with the
Collaboration Expansion Agreement, the first three $2.5 million installment payments have been received by Athersys from Healios, comprising $17.5 million of the $20 million license fee previously agreed to. The final
$2.5 million installment is due on March 1, 2019.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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ATHERSYS, INC.
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By:
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/s/ Laura K. Campbell
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Name: Laura K. Campbell
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Title: Senior Vice President of Finance
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Date: December 17, 2018
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