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Post by CM kipper007 on Feb 9, 2021 17:53:25 GMT
Hey James, I am very much of the opinion that Hardy has not only invested, but shown real belief in the product. We have been touting MS around for a long time. And yet Hardy has been the only one to commit and partner with us. I know they are late getting the trials completed, but I think they are moving faster that Athersys has done in a very difficult time. Where would we be without the Healios data if it wasn't coming? I almost feel like Gil owes Hardy a little... (but I really am no businessman), and that I really wish they would be closer. I'd like the conversation to be open to Hardy to not only offer advice, but allow him to change his position with ownership in the company if he wishes. If he would like to own more, then great, (if it doesn't cause issues with obligations owning over certain percentages etc.) I don't want another partner to come in late to the game, then take a higher ranking position that Hardy. Am I being silly thinking this? No, I think that does make sense. It seems like Hardy and Gil should have each other's backs on this. If Multistem is successful, they are both going to reap considerable benefits and Hardy has put his money where his mouth is with regards to his support of Multistem along with progressing far in 2 extremely important trials. It is unfortunate that they are not working as a team so to speak. However, I do think a new partner with a global network and considerable experience with commercializing new treatments will be invaluable to the eventual success of the company. So, I do think ATHX needs to branch out from just Helios. However, I do think Helios deserves a lot of credit as well as a seat at the table going forward. For whatever reason, the executive board has decided to exclude Hardy from their discussions by claiming that he is a conflicted board member. They may or may not have a good case for claiming this (we will find out soon enough with the trial, but I am guessing not). On top of that, they have explicitly stated that Hardy has less than benign reasons for wanting involvement in these discussions. I am curious as to what proof they have of this or whether it is just speculation. It is a pretty serious allegation so I am guessing they have more evidence than just a "hunch". Either way, I think it is strange and has significantly strained the relationship between the two sides. I hope the judge can provide a ruling, both sides accept it, and that they can go back to working together towards a common goal. 100% agree. I wish they would have each others back. It would make them look a lot stronger going forward. As I said to LCD, Hardy may want more of Asia. If that is the case, then I would like him to be able to talk to Athersys about contract renegotiation before another company steps in. |
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Post by jamesjohnson12 on Feb 10, 2021 19:47:12 GMT
More filings posted on reddit.
In ATHX's Defendant's Brief in Response to Plaintiff's Motion for a Status Quo Order - ATHX provides a pretty detailed narrative of the entire issue. If you have 10 minutes, it is definitely worth the read and I think they paint a pretty compelling picture that they are in the right.
A few interesting pieces of information - ATHX cites the fact that Healios had an option for China and at the time attempted to negotiate for rights to distribute in the US as well. ATHX believes that Hardy/Healios are trying to license multistem for more indications and additional geography than just Japan. And, that they are attempting to get material information on the partnership negotiations in order to tamper with the potential partner or possibly provide a counter offer which Hardy will argue is better for ATHX shareholders, but may not be (my inference).
Astoundingly, the attorney's cited several reddit posts (including my own, lol) as "proof" that Hardy's true motives are clear to even outsiders (that Hardy is posturing to prevent a bigger partner from coming on board and supplanting Healios). I don't know whether citing a reddit board is good practice, but it definitely gave me a laugh and also clearly means that ATHX monitors these boards.
ATHX makes a strong argument at the end that they have already conceded to giving Hardy a 15 business day notice prior to entering into a transaction with a partner and that they will give him material information about the proposal as he had requested. However, they stipulated that neither Hardy or his agents could contact said partner (ATHX fears their tampering with the partnership discussion). It seems like Hardy has issue with this stipulation, which suggests that ATHX may be correct in their concern that he or his agents may tamper with the partner negotiations. Otherwise, why would he care about this if he is getting the 15 day notice as he originally requested. Anyway...very interesting and I am sure there is more to come...
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Post by lcd on Feb 10, 2021 20:30:44 GMT
Congratulations jamesjohnson for having your posts be part of a court filing! Not something any of us expect when we post anonymously on a public forum.
I lost track of Healios's option for China. Did that expire because Healios did not further pursue it? Or do they still have that option?
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Post by selluwud on Feb 10, 2021 20:51:53 GMT
More filings posted on reddit. In ATHX's Defendant's Brief in Response to Plaintiff's Motion for a Status Quo Order - ATHX provides a pretty detailed narrative of the entire issue. If you have 10 minutes, it is definitely worth the read and I think they paint a pretty compelling picture that they are in the right. A few interesting pieces of information - ATHX cites the fact that Healios had an option for China and at the time attempted to negotiate for rights to distribute in the US as well. ATHX believes that Hardy/Healios are trying to license multistem for more indications and additional geography than just Japan. And, that they are attempting to get material information on the partnership negotiations in order to tamper with the potential partner or possibly provide a counter offer which Hardy will argue is better for ATHX shareholders, but may not be (my inference). Astoundingly, the attorney's cited several reddit posts (including my own, lol) as "proof" that Hardy's true motives are clear to even outsiders (that Hardy is posturing to prevent a bigger partner from coming on board and supplanting Healios). I don't know whether citing a reddit board is good practice, but it definitely gave me a laugh and also clearly means that ATHX monitors these boards. ATHX makes a strong argument at the end that they have already conceded to giving Hardy a 15 business day notice prior to entering into a transaction with a partner and that they will give him material information about the proposal as he had requested. However, they stipulated that neither Hardy or his agents could contact said partner (ATHX fears their tampering with the partnership discussion). It seems like Hardy has issue with this stipulation, which suggests that ATHX may be correct in their concern that he or his agents may tamper with the partner negotiations. Otherwise, why would he care about this if he is getting the 15 day notice as he originally requested. Anyway...very interesting and I am sure there is more to come... I think the rotary device and the fecal matter are about to have a collision. Be prepared. |
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Post by jamesjohnson12 on Feb 10, 2021 21:02:04 GMT
Congratulations jamesjohnson for having your posts be part of a court filing! Not something any of us expect when we post anonymously on a public forum. I lost track of Healios's option for China. Did that expire because Healios did not further pursue it? Or do they still have that option? It was definitely a surprise! Healios had the option and payed one extension fee of $2mm (I believe), but then let the option lapse in late 2018 instead of paying another extension fee. So, Healios did have that option, but chose not to pursue it. I wonder if they didn't have the necessary funding yet or if they were working on a more comprehensive offer (that ATHX mentioned in the filing - including the US and China). |
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Post by jamesjohnson12 on Feb 10, 2021 21:03:05 GMT
More filings posted on reddit. In ATHX's Defendant's Brief in Response to Plaintiff's Motion for a Status Quo Order - ATHX provides a pretty detailed narrative of the entire issue. If you have 10 minutes, it is definitely worth the read and I think they paint a pretty compelling picture that they are in the right. A few interesting pieces of information - ATHX cites the fact that Healios had an option for China and at the time attempted to negotiate for rights to distribute in the US as well. ATHX believes that Hardy/Healios are trying to license multistem for more indications and additional geography than just Japan. And, that they are attempting to get material information on the partnership negotiations in order to tamper with the potential partner or possibly provide a counter offer which Hardy will argue is better for ATHX shareholders, but may not be (my inference). Astoundingly, the attorney's cited several reddit posts (including my own, lol) as "proof" that Hardy's true motives are clear to even outsiders (that Hardy is posturing to prevent a bigger partner from coming on board and supplanting Healios). I don't know whether citing a reddit board is good practice, but it definitely gave me a laugh and also clearly means that ATHX monitors these boards. ATHX makes a strong argument at the end that they have already conceded to giving Hardy a 15 business day notice prior to entering into a transaction with a partner and that they will give him material information about the proposal as he had requested. However, they stipulated that neither Hardy or his agents could contact said partner (ATHX fears their tampering with the partnership discussion). It seems like Hardy has issue with this stipulation, which suggests that ATHX may be correct in their concern that he or his agents may tamper with the partner negotiations. Otherwise, why would he care about this if he is getting the 15 day notice as he originally requested. Anyway...very interesting and I am sure there is more to come... I think the rotary device and the fecal matter are about to have a collision. Be prepared. Yeah, I think we're going to get some more bombs dropped on us over the next two weeks. I can only pray that it doesn't scare off the partner that they are clearly pretty far down the road with... |
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Post by selluwud on Feb 16, 2021 12:48:32 GMT
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Post by selluwud on Feb 16, 2021 12:53:49 GMT
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Post by lcd on Feb 16, 2021 13:20:21 GMT
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Post by jamesjohnson12 on Feb 16, 2021 13:26:53 GMT
I am hoping this is a prelude to a partnership and not the dreaded buyout...
I wonder how a CEO search impacts the ostensibly pending partnership agreement (if there still is one)...hopefully they have an effective leader in mind that they can ink soon, but I imagine it will take at least a month on the short end.
But, they clearly are going to need cash soon. I wonder if Healios will make an investment for another geographical region (China, Aus, etc?) to solve the immediate cash need and as part of their "negotiations"?
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Post by lcd on Feb 16, 2021 13:34:52 GMT
I think a buyout is likely in the coming weeks. I don't understand how Healios pulled this off, but I anticipate a buyout similar to what we saw with $CPAH that left long term investors a little frustrated.
That said, I do expect the sale price to be over the current pps so I went ahead and bought some more pre-market at $2.70.
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Post by jamesjohnson12 on Feb 16, 2021 13:46:40 GMT
I'm considering loading up some more. Like you - I think even a buyout will show a decent premium over the current PPS.
My only concern is cash position and what happens if their partnership is delayed due to the CEO search. Would they have to do a less than favorable offering in a few weeks that trashes the PPS? That would be my one concern - but I think it is probably not so likely.
If they were going to do this, I assume they would wait until Hardy announces enrollment so that the dilution is at a higher PPS than right now.
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Post by selluwud on Feb 16, 2021 14:06:04 GMT
I think a buyout is likely in the coming weeks. I don't understand how Healios pulled this off, but I anticipate a buyout similar to what we saw with $CPAH that left long term investors a little frustrated. That said, I do expect the sale price to be over the current pps so I went ahead and bought some more pre-market at $2.70. I did the same in the Friday aftermarket. Gambling on something positive from the investor meeting. Now we get this news which most likely is leading to some sort of buy out at less than premium value but at this point I'd take some profit to tuck away for later. |
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Post by jamesjohnson12 on Feb 16, 2021 17:33:27 GMT
I bought a decent amount of shares on the dip this morning. It appears that once the market digested the news, it is viewing the CEO change and lawsuit settlement as bullish. Up almost 8% on increasing volume now. Let's keep it going and hopefully the 8k will provide more fruitful details...
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Post by CM kipper007 on Feb 16, 2021 20:14:40 GMT
Well I am pretty choked.
I liked Gil, just wish he could have had the staying power and started to deliver.
This is certainly bringing back memories of the CEO changing with ACTC and then getting bought out.
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Post by jamesjohnson12 on Feb 16, 2021 22:42:33 GMT
They just released the 8K that details the "Cooperation Agreement" between Healios and ATHX.
It seems to be a very comprehensive agreement. The standstill period essentially puts to rest any potential for Healios to perform a hostile takeover. They are precluded from doing anything in that vein until summer of 2022. For example, they cannot own more than 9.9% of shares, cannot engage in proxy fights, cannot reach out to potential partners without board approval, etc. Basically, they agreed not to do everything that Gil seemed to be afraid of, which seems to be a huge win (for those fearful of a buyout).
It also establishes remedies for a lot of Hardy's issues with the ATHX governance (dissolves the Executive Board, establishes a procedure for conflict of interest situations, etc). It also establishes a CEO search committee led by Traub.
One thing in particular jumped out at me: "Upon the appointment of a new Chief Executive Officer (other than an interim Chief Executive Officer) (the “New CEO”) in accordance with Section 1(b)(ii) of this Agreement, the Board shall take all necessary actions to appoint such person as a director of the Company. If the New CEO is appointed prior to the mailing of the Company’s definitive proxy statement for the 2021 Annual Meeting, such person shall, if reasonably practicable, stand for election at the 2021 Annual Meeting together with the other members of the 2021 Director Slate."
The 2020 annual meeting was in June and the proxy statement was mailed in April. For the new CEO to be in the proxy statement, they will have to be hired in the next 8 weeks. Just thought that may be an interesting tidbit and an insight into their ideal timeline (fairly quick).
Overall, I think this agreement lays the groundwork for ATHX and Healios to continue forward on a clean slate and to focus on completing trials and moving towards commercialization. In all, I think we are in a much better situation here - the uncertainty has passed and we have a lot of positive catalysts in the near term - trial enrollment completion, hire new CEO, trial results, new partnership, manufacturing/investor day, etc.
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Post by CM kipper007 on Feb 16, 2021 23:15:04 GMT
They just released the 8K that details the "Cooperation Agreement" between Healios and ATHX. It seems to be a very comprehensive agreement. The standstill period essentially puts to rest any potential for Healios to perform a hostile takeover. They are precluded from doing anything in that vein until summer of 2022. For example, they cannot own more than 9.9% of shares, cannot engage in proxy fights, cannot reach out to potential partners without board approval, etc. Basically, they agreed not to do everything that Gil seemed to be afraid of, which seems to be a huge win (for those fearful of a buyout). It also establishes remedies for a lot of Hardy's issues with the ATHX governance (dissolves the Executive Board, establishes a procedure for conflict of interest situations, etc). It also establishes a CEO search committee led by Traub. One thing in particular jumped out at me: "Upon the appointment of a new Chief Executive Officer (other than an interim Chief Executive Officer) (the “New CEO”) in accordance with Section 1(b)(ii) of this Agreement, the Board shall take all necessary actions to appoint such person as a director of the Company. If the New CEO is appointed prior to the mailing of the Company’s definitive proxy statement for the 2021 Annual Meeting, such person shall, if reasonably practicable, stand for election at the 2021 Annual Meeting together with the other members of the 2021 Director Slate." The 2020 annual meeting was in June and the proxy statement was mailed in April. For the new CEO to be in the proxy statement, they will have to be hired in the next 8 weeks. Just thought that may be an interesting tidbit and an insight into their ideal timeline (fairly quick). Overall, I think this agreement lays the groundwork for ATHX and Healios to continue forward on a clean slate and to focus on completing trials and moving towards commercialization. In all, I think we are in a much better situation here - the uncertainty has passed and we have a lot of positive catalysts in the near term - trial enrollment completion, hire new CEO, trial results, new partnership, manufacturing/investor day, etc. They should seek urgency for a new CEO. I would like someone in that is already up to speed for when the trials do complete so they can hit the ground running. It would be bad if they are still looking for someone and have these major events already happening. I just hope they get the right guy. |
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Post by tmfbmf on Feb 17, 2021 13:20:32 GMT
Hardy can now increase his ownership of ATHX to 9.9% if we do another offering. Seems like a guarantee that we're doing another offering. I expect a 40M - 50M share offering to be announced just before the new CEO comes on board. (If they don't do this I'll believe Hardy is looking out for shareholders.)
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Post by lcd on Feb 17, 2021 13:39:59 GMT
Hardy can now increase his ownership of ATHX to 9.9% if we do another offering. Seems like a guarantee that we're doing another offering. I expect a 40M - 50M share offering to be announced just before the new CEO comes on board. (If they don't do this I'll believe Hardy is looking out for shareholders.) That is probably a pretty good prediction. Healios owns 8.3% so I think we can expect them to add that extra 1.6% soon. |
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Post by CM kipper007 on Feb 17, 2021 18:43:34 GMT
Does that 1.6% make that much of a difference for optics?
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