Good? Did you read the filing? Helios may jump ship unless I read the filing wrong.
Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
On November 21, 2020, Hardy TS Kagimoto, M.D., a director of Athersys, filed a complaint (the “Complaint”) for the inspection of books and records in
the Court of Chancery of Delaware against Athersys. The Complaint seeks to enforce Dr. Kagimoto’s right to inspect certain books and records of Athersys. Dr.
Kagimoto delivered a demand for inspection of such books and records on October 19, 2020. As of the date of the filing of the Complaint, Athersys has not
allowed Dr. Kagimoto access to the books and records specified in the demand.
The description of the Complaint is qualified in its entirety by the text of the Complaint, a copy of which is filed as Exhibit 99.1 to this Seventh
Amendment and is incorporated by reference herein.
Dr. Kagimoto believes it is unfortunate that he has been left with no choice but to file the Complaint in order to receive the information that he is entitled
to as a director of Athersys so that he may fulfill his fiduciary duties and ensure that other members of the board of directors (the “Board”) are fulfilling and not
violating their respective fiduciary duties. Dr. Kagimoto has attempted in good faith to bring to the attention of Athersys management significant issues to be
addressed in its operational execution. In light of continued failures in Athersys management’s operational execution, Dr. Kagimoto has urged the Board to be
more vigilant in the exercise of its oversight responsibilities. Rather than responding constructively to Dr. Kagimoto’s efforts to encourage the Athersys
management team led by Dr. Van Bokkelen to improve its operational execution and to encourage the Board also led by Dr. Van Bokkelen to improve its corporate
governance and management oversight, the Board has sought to isolate and exclude Dr. Kagimoto.
Dr. Kagimoto reiterates his belief that MultiStem has significant potential to improve outcomes for patients suffering from stroke and ARDS, but
significant improvements in corporate governance and operational execution are necessary for the Issuer to achieve its full potential.
Healios may change its intention with respect to any and all matters referred to in Item 4. Healios intends to review its investment in the Issuer on an
ongoing basis and may from time to time in the future express its views to and/or meet with management, the Board, other stockholders or third parties, including,
potential partners, service providers and financing sources, and/or may formulate plans or proposals regarding the Issuer, its assets or its securities. Such possible
plans or proposals may include one or more plans or proposals that relate to or would result in one or more of the changes referred to herein, or any of the matters
set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.
