athx-20210331

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


☐			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.

(Exact name of registrant as specified in its charter)


Delaware						20-4864095
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

3201 Carnegie Avenue,

Cleveland,

Ohio

44115-2634

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (216) 431-9900

Former name, former address and former fiscal year, if changed since last report: Not Applicable

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.001 per share	ATHX	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


PART I. FINANCIAL INFORMATION
ITEM 1.	Financial Statements	4
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	18
ITEM 4.	Controls and Procedures	18
PART II. OTHER INFORMATION
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
ITEM 6.	Exhibits	19
SIGNATURES


	March 31, 2021		December 31, 2020
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	64,223	$	51,546
Accounts receivable from Healios	89		89

Prepaid expenses and other	2,998		2,926


Total current assets	67,310		54,561
Property and equipment, net	3,025		3,155
Deposits and other	1,971		1,998
Total assets	$	72,306	$	59,714
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	17,167	$	11,337
Accounts payable to Healios	1,705		1,705
Accrued compensation and related benefits	1,799		1,779
Accrued clinical trial related costs	6,189		6,870
Accrued expenses and other	1,044		1,198


Deferred revenue - Healios	65		65

Total current liabilities	27,969		22,954
Advance from Healios	5,201		5,201
Other long-term liabilities	455		197
Stockholders’ equity:
Preferred stock, at stated value; 10,000,000 shares authorized, and no shares issued and outstanding at March 31, 2021 and December 31, 2020	—		—
Common stock, $0.001 par value; 300,000,000 shares authorized, and 217,611,507 and 201,973,582 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively	218		202
Additional paid-in capital	561,320		527,549
Accumulated deficit	(522,857)		(496,389)
Total stockholders’ equity	38,681		31,362
Total liabilities and stockholders’ equity	$	72,306	$	59,714


	Three months ended March 31,
		2021		2020

Revenues		$	—	$	—


Costs and expenses
Research and development		17,508		12,095
General and administrative		8,837		3,474
Depreciation		244		190
Total costs and expenses		26,589		15,759

Loss from operations		(26,589)		(15,759)

Other income, net		121		115
Net loss and comprehensive loss		$	(26,468)	$	(15,644)
Net loss per share, basic and diluted		$	(0.13)	$	(0.10)
Weighted average shares outstanding, basic and diluted		208,192		162,715


	Preferred Stock			Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Stockholders’ Equity
	Number of Shares	Stated Value		Number of Shares	Par Value
Balance at December 31, 2020	—	$	—	201,973,582	$	202	$	527,549	$	(496,389)	$	31,362
Stock-based compensation	—	—		—	—		3,903		—		3,903
Issuance of common stock	—	—		15,200,000	15		30,480		—		30,495
Issuance of common stock under equity compensation plan	—	—		437,925	1		(612)		—		(611)
Net comprehensive loss	—	—		—	—		—		(26,468)		(26,468)
Balance at March 31, 2021	—	$	—	217,611,507	$	218	$	561,320	$	(522,857)	$	38,681


	Preferred Stock			Common Stock			Stock Subscription Receivable		Additional Paid-in Capital		Accumulated Deficit		Total Stockholders’ Equity
	Number of Shares	Stated Value		Number of Shares	Par Value
Balance at December 31, 2019	—	$	—	159,791,585	$	160	$	—	$	440,735	$	(417,624)	$	23,271
Stock-based compensation	—	—		—	—		—		1,280		—		1,280
Stock subscription receivable from Healios warrant exercise	—	—		4,000,000	4		(7,040)		7,036		—		—
Issuance of common stock	—	—		6,825,000	7		—		10,243		—		10,250
Issuance of common stock under equity compensation plan	—	—		153,504	—		—		(149)		—		(149)
Net comprehensive loss	—	—		—	—		—		—		(15,644)		(15,644)
Balance at March 31, 2020	—	$	—	170,770,089	$	171	$	(7,040)	$	459,145	$	(433,268)	$	19,008


Exhibit No.						Description

10.1						Cooperation Agreement, dated as of February 16, 2021, by and among Athersys, Inc. and HEALIOS K.K. and Dr. Tadihisa 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)

10.2						Separation Letter, dated as of February 15, 2021, by and among 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)

10.3						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)

10.4						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)

10.5						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)

10.6						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)

31.1						Certification of William Lehmann, Interim Chief Executive Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a) adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2						Certification of Ivor Macleod, Chief Financial Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a) adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1						Certification of William Lehmann, Interim Chief Executive Officer, and Ivor Macleod, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101						The following materials from Athersys’ Quarterly Report on Form 10-Q for the period ended March 31, 2021, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheet; (ii) the Condensed Consolidated Statements of Operations and Comprehensive Loss; (iii) the Condensed Consolidated Statement of Shareholders’ Equity; (iv) the Condensed Consolidated Statement of Cash Flows; (v) Notes to Unaudited Condensed Consolidated Financial Statements; and (vi) document and entity information.

104						Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101).


						ATHERSYS, INC.

Date: May 6, 2021						/s/ William Lehmann
						William Lehmann
						Interim Chief Executive Officer
						(principal executive officer authorized to sign on behalf of the registrant)


						/s/ Ivor Macleod
						Ivor Macleod
						Chief Financial Officer
						(principal financial officer authorized to sign on behalf of the registrant)

SEC Form 10-Q filed by Athersys, Inc.