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Athersys, Inc. (NASDAQ: ATHX) has postponed its Annual Meeting of Stockholders to July 28, 2022, originally set for June 15, 2022. The change allows time for a proposal to authorize a reverse stock split aimed at maintaining compliance with Nasdaq's minimum bid price of $1.00 per share. The company is facing non-compliance due to its stock price being below this threshold for 30 consecutive days. A revised slate of director nominees will also be presented for approval at the rescheduled meeting.
Positive
Potential for a reverse stock split may improve stock marketability and liquidity.
The postponement allows for strategic planning and compliance with Nasdaq requirements.
Negative
Currently not in compliance with Nasdaq's minimum bid price requirement of $1.00.
The necessity of a reverse stock split indicates underlying stock performance issues.
Annual Meeting of Stockholders rescheduled to Thursday, July 28, 2022, 8:30 a.m. ET
CLEVELAND--(BUSINESS WIRE)--
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, July 28, 2022, at 8:30 a.m. ET. The Annual Meeting will still be completely virtual. The record date for the meeting has changed to June 9, 2022.
The postponement of the Annual Meeting is intended to provide additional time for the Company to add a proposal to authorize Athersys’ Board of Directors, if in the Board’s judgment it is necessary, to select and file an amendment to the Company’s certificate of incorporation, as amended, to effect a reverse stock split of the Company’s common stock, at a ratio to be determined at the discretion of the Board. On March 18, 2022, the Company received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC that the Company was not in compliance with the requirement to maintain a minimum closing bid price of $1.00 per share, as set forth in Nasdaq Listing Rule 5550(a)(2), because the closing bid price of the Company’s common stock was below $1.00 per share for 30 consecutive business days. The Notice provided that the Company has until September 14, 2022 to regain compliance with the bid price requirement. The Company believes that being able to effect a reverse stock split is in the best interests of Athersys and its stockholders by allowing the Company more flexibility to, among other things, potentially improve the marketability and liquidity of its common stock and avoid the possibility of non-compliance with the listing requirements of The Nasdaq Stock Market LLC, which will allow management to focus on executing its business strategy.
In addition, the Company will ask stockholders to consider and vote to approve a revised slate of director nominees. On June 6, 2022, the Athersys Board of Directors determined that, considering the recent restructuring of the Company, a reduced Board size was in the best interest of the Company and its stockholders, and the Board reduced the size of the Board to five members, effective as of the Annual Meeting on July 28, 2022. The Board also approved that the directors would receive stock options in lieu of cash compensation retainers beginning in the fourth quarter of 2022.
Athersys will, as promptly as practicable, distribute to its stockholders of record a revised proxy statement for the Annual Meeting.
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, cardiovascular and other critical care indications and has several ongoing clinical trials evaluating this potential regenerative medicine product. Athersys has forged strategic partnerships and a broad network of collaborations to further advance MultiStem cell therapy toward commercialization. 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.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. These forward-looking statements relate to, among other things, the effectiveness of a reverse stock split to maintain a minimum closing bid price of $1.00 per share of our common stock, as set forth in Nasdaq Listing Rule 5550(a)(2); expected reductions of operating expenses; and our future financial performance, including the marketability and liquidity of our common stock. We have attempted to identify forward-looking statements by using such words as “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “should,” “suggest,” “will” or other similar expressions. These forward-looking statements are only predictions and are largely based on our current expectations. A number of known and unknown risks, uncertainties and other factors could affect the accuracy of these statements. Some of the more significant known risks that we face are mentioned elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2021 under Item 1A, “Risk Factors” and our other filings with the SEC. You should not place undue reliance on forward-looking statements, and we undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.
