COMMON STOCK PURCHASE WARRANT ATHERSYS, INC.Athersys, Inc / New • October 30th, 2023 • Pharmaceutical preparations • New York
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 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on October 30, 2028 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Athersys, Inc., a Delaware corporation (the “Company”), up to 20,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Exchange Agent" ss.2.05(a) "Exchange Fund" ss.2.05(a) "Exchange Ratio" ss.2.02(a) "14f-1 Information Statement" ss.5.08 "GAAP" ss.3.01(e) "Governmental Entity" ss.3.01(d) "Hazardous Materials" ss.3.02(aa) "Indemnified Party" ss.5.04(c) "Joinder...Agreement and Plan of Merger • May 24th, 2007 • BTHC VI Inc • Non-operating establishments • Delaware
COMMON STOCK PURCHASE WARRANT ATHERSYS, INC.Common Stock Purchase Warrant • July 26th, 2023 • Athersys, Inc / New • Pharmaceutical preparations
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 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____] (the “Termination Date”), but not thereafter, to subscribe for and purchase from Athersys, Inc., a Delaware corporation (the “Company”), up to [______] shares of common stock, par value $0.001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 13th, 2014 • Athersys, Inc / New • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 10, 2014, 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 18th, 2023 • Athersys, Inc / New • Pharmaceutical preparations • New York
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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 18th, 2023 • Athersys, Inc / New • Pharmaceutical preparations • New York
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”).
OPEN MARKET SALE AGREEMENTSMAthersys, Inc / New • May 30th, 2019 • Pharmaceutical preparations • New York
COMMON STOCK PURCHASE WARRANT ATHERSYS, INC.Common Stock Purchase • September 22nd, 2022 • Athersys, Inc / New • Pharmaceutical preparations
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 March [●], 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March [●], 2030 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Athersys, Inc., a Delaware corporation (the “Company”), up to 2,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ATHERSYS, INC. Common Stock PURCHASE AGREEMENTPurchase Agreement • October 23rd, 2012 • Athersys, Inc / New • Pharmaceutical preparations • New York
Athersys, Inc., a Delaware corporation (the “Company”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [17,000,000] authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company. The Company has also granted to the several Underwriters an option to purchase up to [2,550,000] additional shares of Common Stock, on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called the “Securities.”
PRE-FUNDED COMMON STOCK PURCHASE WARRANT ATHERSYS, INC.Athersys, Inc / New • August 17th, 2022 • Pharmaceutical preparations
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 after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Athersys, Inc., a Delaware corporation (the “Company”), up to ______ shares of common stock, par value $0.001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Athersys, Inc. Attention: Mr. Daniel CamardoAthersys, Inc / New • April 18th, 2023 • Pharmaceutical preparations • New York
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • May 12th, 2022 • Athersys, Inc / New • Pharmaceutical preparations • Illinois
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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 12th, 2022 • Athersys, Inc / New • Pharmaceutical preparations • Illinois
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 defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 15th, 2012 • Athersys, Inc / New • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 9, 2012, by and among Athersys, Inc., a Delaware corporation (the “Company”), and the several signatories hereto.
ARTICLE I MERGERAgreement and Plan of Merger • July 6th, 2006 • BTHC VI Inc
PLACEMENT AGENCY AGREEMENT January 27, 2011Placement Agency Agreement • January 28th, 2011 • Athersys, Inc / New • Pharmaceutical preparations • New York
Athersys, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions herein, to issue and sell an aggregate of up to (i) an aggregate of 4,366,667 shares (the “Shares”) of its common stock, $0.001 par value per share (the “Common Stock”), and (ii) warrants to purchase up to an additional 1,310,000 shares of Common Stock (the “Warrants”), to certain investors (each an “Investor” and collectively the “Investors”), in an offering under its registration statement on Form S-3 (Registration No. 333-164336). The shares of Common Stock issuable upon exercise of the Warrants are hereinafter referred to as the “Warrant Shares” and the Shares, the Warrants and the Warrant Shares are hereinafter referred to as the “Securities.” The Securities are more fully described in the Prospectus (as defined in Section 2(a)(iii) hereof). The Company desires to engage William Blair & Company, L.L.C. and First Analysis Securities Corporation in connection with such issuance and
Athersys, Inc. Common Stock, par value $0.001 per share Underwriting AgreementAthersys, Inc / New • February 1st, 2017 • Pharmaceutical preparations • New York
Athersys, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom William Blair & Company, L.L.C. is acting as representative (the “Representative” or “you”) an aggregate of 19,802,000 shares (the “Firm Securities”) and, at the election of the Underwriters, up to 2,970,300 additional shares (the “Optional Securities”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Securities”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 17th, 2022 • Athersys, Inc / New • Pharmaceutical preparations • New York
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”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • August 18th, 2023 • Athersys, Inc / New • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 15th, 2012 • Athersys, Inc / New • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 9, 2012 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”).
Mr. Gil Van Bokkelen Chief Executive Officer Athersys, Inc.Athersys, Inc / New • January 13th, 2014 • Pharmaceutical preparations • New York
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 22nd, 2022 • Athersys, Inc / New • Pharmaceutical preparations • New York
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”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
NON-COMPETITION AND CONFIDENTIALITY AGREEMENTNon-Competition and Confidentiality Agreement • June 14th, 2007 • BTHC VI Inc • Non-operating establishments • Ohio
This Non-Competition and Confidentiality Agreement (“Agreement”), is made as of the 25th day of September, 2000 between Kurt Brunden, an individual (“Employee”), Advanced Biotherapeutics, Inc. (“ABT”), a wholly-owned subsidiary of Athersys, Inc., and Athersys, Inc., a Delaware corporation (“Athersys”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • June 14th, 2007 • BTHC VI Inc • Non-operating establishments • Ohio
This Amendment No. 1 (this “Amendment”), dated as of May 31, 2007, to the Employment Agreement (“Agreement”), dated as of September 25, 2000, between Kurt Brunden (“Employee”) and ADVANCED BIOTHERAPEUTICS, INC. (“Employer”).
ATHERSYS, INC. NONQUALIFIED STOCK OPTION INDUCEMENT AGREEMENTNonqualified Stock Option Inducement Agreement • March 18th, 2022 • Athersys, Inc / New • Pharmaceutical preparations • Delaware
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”). This Grant is intended to be an inducement that is material to Optionee, who is entering into employment with the Company, and to encourage stock ownership by Optionee, thereby aligning Optionee’s interests with those of the stockholders of the Company. This Agreement is intended to comply with Rule 5635(c)(4) of the Nasdaq Stock Market Listing Rules, which provide an exception to the Nasdaq Stock Market Listing Rules’ shareholder approval requirement for the issuance of securities with regards to grants to employees of the Company as an inducement material to such individuals entering into employment with the Company, and shall be administered and interpreted c
DIRECTOR][OFFICER][DIRECTOR AND OFFICER] INDEMNIFICATION AGREEMENTIndemnification Agreement • August 6th, 2007 • BTHC VI Inc • Pharmaceutical preparations • Delaware
This [Director][Officer][Director and Officer] Indemnification Agreement, dated as of ___, ___ (this “Agreement”), is made by and between BTHC VI, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
CELL LINE COLLABORATION AND LICENSE AGREEMENTLine Collaboration and License Agreement • September 27th, 2007 • Athersys, Inc / New • Pharmaceutical preparations • New York
This Cell Line Collaboration and License Agreement (the “Agreement”) is made and entered into as of July 1, 2002 (the “Effective Date”), by and between Athersys, Inc., a Delaware corporation having its principal offices at 3201 Carnegie Avenue, Cleveland, Ohio 44115 (“Athersys”), and Bristol-Myers Squibb Company, a Delaware corporation having offices at Route 206 and Province Line Road, Princeton, New Jersey 08543 (“BMS”). Athersys and BMS may be referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 2 TO COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • April 18th, 2023 • Athersys, Inc / New • Pharmaceutical preparations
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”).
ATHERSYS, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • May 6th, 2011 • Athersys, Inc / New • Pharmaceutical preparations • Delaware
This Agreement (“Agreement”) is made as of _____, _____ (the “Date of Grant”) by and between Athersys, Inc., a Delaware corporation (the “Company”) and (“Optionee”) with respect to the grant of a Nonqualified Stock Option by the Company to Optionee pursuant to the Athersys, Inc. Amended and Restated 2007 Long-Term Incentive Plan (As Amended and Restated Effective June 16, 2011) (the “Plan”). (Capitalized terms used in this Agreement and not otherwise defined have the meanings assigned to them in the Plan).
EXTENDED COLLABORATION AND LICENSE AGREEMENTExtended Collaboration and License Agreement • September 27th, 2007 • Athersys, Inc / New • Pharmaceutical preparations • New York
This Extended Collaboration and License Agreement (the “Agreement”) is made and entered into as of January 1, 2006 (the “Effective Date”), by and between Athersys, Inc., a Delaware corporation having its principal offices at 3201 Carnegie Avenue, Cleveland, Ohio 44115 (“Athersys”), and Bristol-Myers Squibb Company, a Delaware corporation having offices at Route 206 and Province Line Road, Princeton, New Jersey 08543 (“BMS”). Athersys and BMS may be referred to herein individually as a “Party” and collectively as the “Parties.”
STRATEGIC ALLIANCE AGREEMENT By and Between ATHERSYS, INC. and ANGIOTECH PHARMACEUTICALS, INC. Effective as of May 5, 2006Strategic Alliance Agreement • October 9th, 2007 • Athersys, Inc / New • Pharmaceutical preparations • New York
This Strategic Alliance Agreement (this “Strategic Alliance Agreement”) is made and entered into as of May 5, 2006 (the “Effective Date”), by and between Athersys, Inc., a corporation organized under the laws of Delaware and having a place of business at 3201 Carnegie Avenue, Cleveland, Ohio 44115 (“Athersys”), and Angiotech Pharmaceuticals, Inc., a corporation organized under the laws of British Columbia and having a place of business at 1618 Station Street, Vancouver, British Columbia, Canada V6A 1B6 (“Angiotech”). In this Strategic Alliance Agreement, Athersys and Angiotech may each be referred to as a “Party” and collectively as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • June 14th, 2007 • BTHC VI Inc • Non-operating establishments • Ohio
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of January 1, 2004 between William Lehmann, an individual (“Employee”), and Advanced Biotherapeutics, Inc. (“ABT”), a wholly-owned subsidiary of Athersys, Inc., a Delaware corporation (“Athersys”), (together “the Company”).
Athersys, Inc. Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • April 20th, 2020 • Athersys, Inc / New • Pharmaceutical preparations • New York
Athersys, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom BofA Securities, Inc. (“BofA”) is acting as representative (the “Representative” or “you”) an aggregate of 22,250,000 shares (the “Firm Securities”) and, at the election of the Underwriters, up to 3,337,500 additional shares (the “Optional Securities”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Securities”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 14th, 2007 • BTHC VI Inc • Non-operating establishments • Ohio
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made as of the first day of December, 1998, and is effective as of April 1, 1998, between DR. JOHN J. HARRINGTON, an individual (“Employee”), and ATHERSYS, INC., a Delaware corporation (“Athersys”).
SECURITIES PURCHASE AGREEMENT Dated as of March 13, 2018 by and between ATHERSYS, INC. and HEALIOS K.K.Securities Purchase Agreement • May 10th, 2018 • Athersys, Inc / New • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”), is made as of March 13, 2018, by and between Athersys, Inc. (the “Company”) and HEALIOS K.K. (“Buyer”). The Company and Buyer are herein referred to as the “Parties.”
