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Athersys Announces Board of Directors Slate for 2022 Annual Meeting of Stockholders and Director Departures

ATHX

Athersys, Inc. (Nasdaq: ATHX) today announced the Company’s slate of director candidates for its 2022 Annual Meeting of Stockholders being held on Thursday, July 28, 2022, at 8:30 a.m. ET. As previously announced, in connection with the Company’s cost-cutting and restructuring initiatives, the Board of Directors approved reducing its size from ten to five members on June 6, 2022, effective as of the Annual Meeting on July 28, 2022. In order to accelerate the implementation of this change, on June 16, 2022 the Board requested and received resignations from the following Directors: John J. Harrington, Hardy TS Kagimoto, Katherine Kalin, Lorin J. Randall and Baiju R. Shah.

The Board members’ decisions to depart were not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. These Board members agreed that their departures now would align the Company’s resources with its current strategy and operations.

The following directors comprise the current composition of the Board and will be proposed for reelection at the Annual Meeting: Daniel Camardo, Ismail Kola, Kenneth H. Traub, Jane Wasman and Jack L. Wyszomierski.

"I extend my thanks to all the exiting Board members. Their input has been invaluable, and they have made significant contributions to Athersys over the years," said Dan Camardo, Chief Executive Officer and director of Athersys. "Reducing the size of the Board and driving both cost-savings and decision-making efficiencies are additional steps we are taking, as part of a larger plan, to put Athersys on the right path forward," concluded Mr. Camardo.

"We are pleased with this reduction in Board size, which we expect will help enhance efficient decision-making at this important time for Athersys," commented Dr. Ismail Kola, Chairman of the Board. "We believe we have five excellent directors with the right experience and commitment to help Athersys reach its goals.

"On behalf of Athersys and its Board, I want to thank the directors who have departed the Board as of June 16, 2022—John J. Harrington, Hardy TS Kagimoto, Katherine Kalin, Lorin J. Randall and Baiju R. Shah—for their dedicated service to the Company," concluded Dr. Kola.

The Company’s partner and largest shareholder, HEALIOS K.K. (Healios), currently has the right to nominate one director to the Board, and Mr. Traub has been nominated to serve as Healios’ nominee to the Board, allowing Dr. Kagimoto, Chairman, Chief Executive Officer and President of Healios, to step down as an Athersys director.

"I would like to express my strong support for the current Board and management team of Athersys," commented Dr. Kagimoto. "The cooperation between Athersys and Healios is now excellent, and we are working closely together to seek regulatory approval and prepare for potential commercialization of MultiStem to treat patients suffering from stroke and acute respiratory distress syndrome in Japan. I also believe Athersys is appropriately shrinking the size of its management team, staff and Board to both reduce operating expense and improve efficiencies. In support of the reduction in the size of the Board from ten directors to five directors, I have agreed to resign from the Board, and Ken Traub will serve as the Healios nominee on the Board."

"It has been a privilege to serve on the Athersys Board for the past 15 years and witness what the Company has developed in MultiStem," commented Lorin J. Randall, an independent director of Athersys since 2007. "I am excited about the future of Athersys and look forward to following the Company’s progress," concluded Mr. Randall.

"Athersys is in strong hands with a capable Board and management team, and I support the initiatives to shrink the Board and organization to reduce cost and improve efficiencies," commented Katherine Kalin, an independent director of Athersys since 2020.

The stockholders as of the record date of June 9, 2022 will be mailed updated proxy materials and will be asked to vote for the revised slate of directors at the Annual Meeting of Stockholders taking place virtually on July 28, 2022, at 8:30 a.m. ET.

About MultiStem®

MultiStem® cell therapy (invimestrocel) is a patented regenerative medicine product candidate in clinical development that has shown the ability to promote tissue repair and healing in a variety of ways, such as through the production of therapeutic factors in response to signals of inflammation and tissue damage. MultiStem therapy’s potential for multidimensional therapeutic impact may distinguish it from traditional biopharmaceutical therapies focused on a single mechanism of benefit. MultiStem represents a unique "off-the-shelf" stem cell product candidate that can be manufactured in a scalable manner, may be stored for years in frozen form, and is administered without tissue matching or the need for immune suppression. Based upon favorable outcome data, its novel mechanisms of action and favorable and consistent tolerability data in clinical studies, we believe that MultiStem therapy may provide a meaningful benefit to patients, including those suffering from serious diseases and conditions with unmet medical need.

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, potential cost-savings from our restructuring; expected reductions of operating expenses; the potential benefits of our MultiStem product candidate; anticipated results of clinical trials involving our MultiStem product candidate; the expected timetable for development of our product candidates; our growth strategy; and our future financial performance, including our operations, economic performance, financial condition, prospects, and other future events. 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 the risks and uncertainties inherent in the process of discovering, developing, and commercializing products that are safe and effective for use as therapeutics, including the uncertainty regarding market acceptance of our product candidates and our ability to generate revenues. The following risks and uncertainties may cause our actual results, levels of activity, performance, or achievements to differ materially from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements: our ability to raise capital to fund our operations in the near term, including, but not limited to, our ability to access our traditional financing sources and to continue as a going concern; our ability to enter into a partnership for the co-development and co-commercialization of MultiStem; the possibility of unfavorable results from ongoing and additional clinical trials involving MultiStem; the risk that positive results in a clinical trial may not be replicated in subsequent or confirmatory trials or success in an early stage clinical trial may not be predictive of results in later stage or large scale clinical trials; our ability to regain 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); the timing and nature of results from MultiStem clinical trials, including the MASTERS-2 Phase 3 clinical trial evaluating the administration of MultiStem for the treatment of ischemic stroke; the success of our MACOVIA clinical trial evaluating the administration of MultiStem for the treatment of COVID-19 induced ARDS, and the MATRICS-1 clinical trial being conducted with The University of Texas Health Science Center at Houston evaluating the treatment of patients with serious traumatic injuries; the possibility that the COVID-19 pandemic could continue to delay clinical site initiation, clinical trial enrollment, regulatory review and potential receipt of regulatory approvals, payments of milestones under our license agreements and commercialization of one or more of our product candidates, if approved; the availability of product sufficient to meet commercial demand shortly following any approval, such as in the case of accelerated approval for the treatment of COVID-19 induced ARDS; the impact on our business, results of operations and financial condition from the ongoing and global COVID-19 pandemic, or any other pandemic, epidemic or outbreak of infectious disease in the United States; the possibility of delays in, adverse results of, and excessive costs of the development process; our ability to successfully initiate and complete clinical trials of our product candidates; the impact of the COVID-19 pandemic on the production capabilities of our contract manufacturing partners and our MultiStem trial supply chain; the possibility of delays, work stoppages or interruptions in manufacturing by third parties or us, such as due to material supply constraints, contamination, operational restrictions due to COVID-19 or other public health emergencies, labor constraints, regulatory issues or other factors which could negatively impact our trials and the trials of our collaborators; uncertainty regarding market acceptance of our product candidates and our ability to generate revenues, including MultiStem cell therapy for neurological, inflammatory and immune, cardiovascular and other critical care indications; changes in external market factors; changes in our industry’s overall performance; changes in our business strategy; our ability to protect and defend our intellectual property and related business operations, including the successful prosecution of our patent applications and enforcement of our patent rights, and operate our business in an environment of rapid technology and intellectual property development; our possible inability to realize commercially valuable discoveries in our collaborations with pharmaceutical and other biotechnology companies; our ability to meet milestones and earn royalties under our collaboration agreements, including the success of our collaboration with Healios; our collaborators’ ability to continue to fulfill their obligations under the terms of our collaboration agreements and generate sales related to our technologies; the success of our efforts to enter into new strategic partnerships and advance our programs; our possible inability to execute our strategy due to changes in our industry or the economy generally; changes in productivity and reliability of suppliers; the success of our competitors and the emergence of new competitors; and the risks 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.



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