Athersys, Inc.

3201 Carnegie Avenue

Cleveland, Ohio 44115

April 28, 2023

CORRESPONDENCE FILING VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, D.C. 20549

Attn: Doris Stacey Gama

Laura Crotty

RE: Athersys, Inc.

Registration Statement on Form S-3

Filed April 4, 2023

File No. 333-271106

Ladies and Gentlemen:

Athersys, Inc., a Delaware corporation (the “Company,” “we,” “us,” or “our”), is in receipt of the comment of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in the Commission’s letter, dated April 14, 2023 (the “Comment Letter”), with respect to the Company’s Registration Statement on Form S-3, filed April 4, 2023 (“Form S-3”).

For your convenience, the italicized numbered response set forth below corresponds with the comment contained in the Comment Letter.

Registration Statement on Form S-3 Filed April 4, 2023

General

1.In relation to the 2,000,000 shares of common stock underlying warrants issued in the September 22, 2022 private placement, please tell us your basis for registering the offering of these shares. In this regard, we note that the warrants were issued pursuant to Section 4(a)(2) of the Securities Act and are exercisable within one year. Please consider the rationale set out in Securities Act Sections C&DI Question 103.04.

Response:

The Company acknowledges the Staff’s comment and has removed the 2,000,000 shares of common stock underlying warrants issued in the September 22, 2022 private placement in Amendment No. 1 to the Form S-3, which was filed today.

* * * * *

Athersys, Inc. 3201 Carnegie Avenue, Cleveland, Ohio 44115-2634 Phone 216.431.9900 Fax 216.361.9495

If you have any questions regarding these matters, please do not hesitate to contact the undersigned at 216.431.9900.

Sincerely,

                        ATHERSYS, INC.

    By: /s/ Kasey Rosado    

     Name:    Kasey Rosado

     Title:    Interim Chief Financial Officer

Athersys, Inc. 3201 Carnegie Avenue, Cleveland, Ohio 44115-2634 Phone 216.431.9900 Fax 216.361.9495