Athersys, Inc. (Nasdaq: ATHX), today announced the pricing of its “reasonable best efforts” public offering of 10,937,500 shares of common stock (or common stock equivalents in lieu thereof) at a purchase price of $0.32 per share. The Company further agreed to issue to the investors Series A Warrants to purchase up to an aggregate of 10,937,500 shares of common stock and Series B Warrants to purchase up to an aggregate of 10,937,500 shares of common stock. The Series A and Series B Warrants will have an exercise price of $0.32 per share, will be exercisable immediately following the date of issuance and will expire in five years and one and a half years, respectively.

The closing of the offering is expected to occur on or about August 21, 2023, subject to the satisfaction of customary closing conditions. The gross proceeds from the offering are expected to be approximately $3.5 million. The Company intends to use the net proceeds from the offering for general corporate purposes.

A.G.P./Alliance Global Partners is acting as sole placement agent for the offering.

The securities described above are being offered pursuant to a registration statement on Form S-1 (File No. 333-273256) previously filed with the Securities and Exchange Commission (SEC) which became effective on August 11, 2023. The offering is being made only by means of a prospectus forming part of the effective registration statement. Copies of the preliminary prospectus and, when available, copies of the final prospectus, relating to the offering may be obtained on the SEC’s website located at http://www.sec.gov. Electronic copies of the final prospectus relating to the offering may be obtained, when available, from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com.

Athersys also has agreed that certain existing warrants to purchase up to an aggregate of 9,109,090 shares of common stock at an exercise price of $1.10 per share and a termination date of November 10, 2027 will be amended, effective upon the closing of the offering, so that the amended warrants will have a reduced exercise price of $0.32 per share and a termination date of August 21, 2028. The other terms of the warrants will remain unchanged.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Athersys

Athersys is a biotechnology company engaged in the discovery and development of therapeutic product candidates designed to extend and enhance the quality of human life. The Company is developing its MultiStem^® cell therapy product, a patented, adult-derived "off-the-shelf" stem cell product, initially for disease indications in the neurological, inflammatory and immune and other critical care indications and has two ongoing clinical trials evaluating this potential regenerative medicine product. Investors and others should note that we may post information about the Company on our website at www.athersys.com and/or on our accounts on Twitter, Facebook, LinkedIn or other social media platforms. It is possible that the postings could include information deemed to be material information. Therefore, we encourage investors, the media and others interested in the Company to review the information we post on our website at www.athersys.com and on our social media accounts. Follow Athersys on Twitter at www.twitter.com/athersys. Information that we may post about the Company on our website and/or on our accounts on Twitter, Facebook, LinkedIn or other social media platforms may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. You should not place undue reliance on forward-looking statements contained on our website and/or on our accounts on Twitter, Facebook, LinkedIn or other social media platforms, and we undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.

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