Edgar Filing: BTHC VI Inc

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14f-1

INFORMATION STATEMENT PURSUANT TO
SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14f-1 THEREUNDER

BTHC VI, INC.
(Exact name of Registrant as specified in its corporate charter)

Delaware 0-52108 20-4494098
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(State or other jurisdiction of Commission (I.R.S. Employer
incorporation or organization) File Number Identification Number)

12890 Hilltop Road
Argyle, Texas 76226
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(Address of principal executive office)

(972) 233-0300
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(Registrant's telephone number, including area code)

N/A
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(Former address, if changed since last report)

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BTHC VI, INC.
--------------------------------

12890 Hilltop Road
Argyle, Texas 76226

INFORMATION STATEMENT PURSUANT TO
SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14f-1 PROMULGATED THEREUNDER

This information statement is being provided for informational purposes
only. No vote or other action of the stockholders of BTHC VI, Inc. is required
in connection with this information statement. No proxies are being solicited
and you are requested not to send a proxy to us.

INTRODUCTION

This statement pursuant to Section 14(f) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") is being circulated to the shareholders of
record as of May 23, 2007 of BTHC VI, Inc., a Delaware corporation (the
"Registrant"), in connection with the transaction described more fully below,
which will result in a change of control of the Registrant. The Registrant is a
reporting company pursuant to the Exchange Act.

PROPOSED CHANGE IN CONTROL TRANSACTION

On May 24, 2007, the Registrant entered into an Agreement and Plan of
Merger (the "Merger Agreement") with B-VI Acquisition Corp., a Delaware
corporation and wholly owned subsidiary of the Registrant ("Sub"), and Athersys,
Inc., a Delaware corporation ("Athersys"). Athersys is a biopharmaceutical
company engaged in the discovery and development of therapeutic product
candidates designed to extend and enhance the quality of human life.

Pursuant to the terms of the Merger Agreement, the Registrant will acquire
all of the outstanding capital stock of Athersys through a merger of Athersys
with Sub, with Athersys as the surviving corporation following the consummation
of the Merger. The term "Company," when referring to forward-looking or
prospective statements herein that speak as to dates and events following the
Merger, means the Registrant and Athersys on a combined basis.

The below description of the Merger Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Merger Agreement, a copy of which is filed as Exhibit 10.1 to the Registrant's
current report on Form 8-K filed on May 24, 2007, incorporated by reference
herein.

Pursuant to the terms of the Merger Agreement, Athersys stockholders will
receive 0.0358493 shares of common stock of the Registrant ("Common Stock") for
each share of Athersys common stock owned prior to the Merger, and an aggregate
of approximately 3.2 million shares of Common Stock will be issued to Athersys
common stockholders. After giving effect to a 1-for-1.67 reverse stock split
that will take effect prior to the consummation of the Merger, existing
stockholders of the Registrant hold approximately 300,000 shares of Common Stock
after consummation of the Merger. The completion of the Merger is subject to
customary and other closing conditions, including, among others, (i) Athersys
stockholders approving the Merger Agreement, (ii) all shares of Athersys
preferred stock being converted into Athersys common stock prior to the Merger,
(iii) Athersys having completed its due diligence review of the Registrant to
its sole satisfaction, and (iv) the Registrant completing an equity financing
contemporaneously with the consummation of the Merger (the "Equity Financing").

of the Merger, as well as certain other individuals as directed by Athersys,
will be elected as the directors and officers, respectively, of the Registrant
as of the closing of the Merger.

The closing of such transactions contemplated by the Merger Agreement and
the effectiveness of the Merger are anticipated to occur within 10 days of the
date hereof. However, there can be no assurances that the transactions
contemplated under the Merger Agreement will be consummated, as the Merger
Agreement may be terminated pursuant to the provisions thereof.

PRIOR CHANGE IN CONTROL

In September 1999, Ballantrae Healthcare LLC (and affiliated limited
liability companies including BTHC VI, LLC, collectively, "Ballantrae"), was
organized for the purpose of operating nursing homes throughout the United
States. On March 28, 2003, Ballantrae filed a petition for reorganization under
Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy
Court, Northern District of Texas (the "Bankruptcy Court"). On November 29,
2004, the Bankruptcy Court approved the First Amended Joint Plan of
Reorganization of Ballantrae and its creditors (the "Bankruptcy Plan"). On April
11, 2006, pursuant to the Bankruptcy Plan, BTHC VI, LLC was merged into BTHC VI,
Inc., a Delaware corporation.

Halter Financial Group, L.P. ("HFG") participated with Ballantrae and their
creditors in structuring the Bankruptcy Plan. As part of the Bankruptcy Plan,
HFG provided $76,500 to be used to pay professional fees associated with the
Bankruptcy Plan confirmation process. HFG was granted an option to be repaid
through the issuance of equity securities in 17 of the reorganized Ballantrae
entities, including the Registrant. HFG exercised the option, and as provided in
the Plan, 70% of the Registrant's then-outstanding common stock, or 350,000
shares, were issued to HFG, in satisfaction of HFG's administrative claims. The
remaining 30% of the Registrant's then-outstanding common stock, or 150,000
shares, were issued to 499 holders of administrative and tax claims and
unsecured debt. The 500,000 shares (the "Plan Shares") were issued pursuant to
Section 1145 of the Bankruptcy Code. As further consideration for the issuance
of the 350,000 Plan Shares to HFG, the Bankruptcy Plan required HFG to assist
the Registrant in identifying a potential merger or acquisition candidate. HFG
is responsible for the payment of the Registrant's operating expenses and HFG is
obligated to provide the Registrant with consulting services at no cost to the
Registrant, including assisting the Registrant with formulating the structure of
any proposed merger or acquisition. Additionally, HFG is responsible for paying
the Registrant's expenses incurred in consummating a merger or acquisition. The
Registrant remains subject to the jurisdiction of the Bankruptcy Court until it
consummates a merger or acquisition. Pursuant to the confirmation order, if the
Registrant does not consummate a business combination prior to June 20, 2008,
the Plan Shares will be deemed canceled, and the discharge and injunction
provisions of the confirmation order, as they pertain to the Registrant, will be
deemed dissolved without further order of the Bankruptcy Court. If the
Registrant timely consummates a merger or acquisition, the Registrant will have
met the requirements of the Bankruptcy Plan and the discharge and injunction
provisions granted to the Registrant under the confirmation order will continue
to be effective. On February 15, 2006, HFG transferred its 350,000 Plan Shares
to Halter Financial Investments L.P., a Texas limited partnership controlled by
Timothy P. Halter ("HFI"). Timothy P. Halter is the sole officer, director and
shareholder of HFG and an officer and member of Halter Financial Investments GP,
LLC, general partner of HFI. Mr. Halter currently serves as the Registrant's
President, Chief Executive Officer, Chief Financial Officer and sole director.

CHANGE IN MAJORITY OF DIRECTORS

The Merger Agreement provides that Timothy P. Halter, the sole officer and
director of the Registrant, will resign all his positions with the Registrant
immediately prior to the closing of the Merger, and certain of the individuals
who are the directors of Athersys immediately prior to the closing of the
Merger, as well as certain other individuals as directed by Athersys, will be
elected as the directors of the Registrant as of the closing of the Merger.
Accordingly, the following changes to the Company's directors will occur:

o Mr. Timothy P. Halter shall resign as President, Chief Executive Officer
and Chief Financial Officer and as the sole director of the Registrant.

o Mr. Gil Van Bokkelen, currently a member of the board of directors and
Chief Executive Officer of Athersys, shall be elected as a member of the

board of directors of the Registrant, and shall also be appointed the Chief
Executive Officer of the Registrant.

o John J. Harrington, Ph.D., currently a member of the board of directors of
Athersys, shall be elected a member of the board of directors of the
Registrant.

o George M. Milne, Ph.D. currently a member of the board of directors of
Athersys, shall be elected a member of the board of directors of the
Registrant . o William C. Mulligan currently a member of the board of
directors of Athersys, shall be elected a member of the board of directors
of the Registrant.

o Jordan S. Davis shall be elected a member of the board of directors of the
Registrant.

o Floyd D. Loop, M.D. shall be elected a member of the board of directors of
the Registrant.

VOTING SECURITIES

The Registrant's common stock is the only class of equity security that is
currently outstanding and entitled to vote at a meeting of its stockholders.
Each share of common stock entitles its holder to one (1) vote. As of May 23,
2007, there were 500,000 shares of the Registrant's common stock issued and
outstanding.

CURRENT DIRECTORS AND OFFICERS

The following table sets forth the name, positions and age of the
Registrant's current executive officer and director. All directors serve until
the next annual meeting of stockholders or until their successors are elected
and qualified. Officers are elected by the board of directors and their terms of
office are, except to the extent governed by an employment contract, at the
discretion of the board of directors.

Name Age Positions
----------------- ----- -------------------------------------
Timothy P. Halter 40 President, Chief Executive Officer,
Chief Financial Officer, and Director

Timothy P. Halter - Since 1995, Mr. Halter has been the president and the
sole stockholder of Halter Financial Group, Inc., a Dallas, Texas based
consulting firm specializing in the area of mergers, acquisitions and corporate
finance. In September 2005, Mr. Halter and other minority partners formed HFI.
HFI conducts no business operations. Mr. Halter currently serves as a director
of DXP Enterprises, Inc., a public corporation (NASDAQ: DXPE), and is an officer
and director of Point Acquisition Corporation, a Nevada corporation; Nevstar
Corporation, a Nevada corporation; Marketing Acquisition Corporation, a Nevada
corporation; BTHC VII, Inc., BTHC VIII, Inc., and BTHCX, Inc., each a Delaware
corporation. Each of the afore-referenced companies is current in the filing of
their periodic reports with the SEC. Except for DXP Enterprises, each of the
afore-referenced companies for which Mr. Halter acts as an officer and director
may be deemed shell corporations.

Committees of the Board of Directors

The Registrant currently does not have standing audit, nominating or
compensation committees of the Board or committees performing similar functions
because the Registrant has no meaningful operations and no employees. These
functions are currently performed by the Board as a whole. The Registrant does
not have an audit committee charter or nominating committee charter.

Following the Merger, the Company plans to establish audit, compensation
and any other appropriate committees.

Audit Committee and Audit Committee Financial Expert

Currently, the Registrant is not a "listed company" under SEC rules and is
therefore not required to have an audit committee comprised of independent
directors. The Registrant's board of directors has determined that its members
do not include a person who is an "audit committee financial expert" within the
meaning of the rules and regulations of the SEC. The Registrant's board of
directors has determined that Mr. Halter is able to read and understand
fundamental financial statements and has substantial business experience that
results in his financial sophistication. Accordingly, the board of directors
believes that its current member has the sufficient knowledge and experience
necessary to fulfill the duties and obligations that an audit committee would
have.

The Registrant determined not to establish a nominating committee at this
time in view of changes in the composition of the board of directors that will
occur at the closing of the Merger. Previously, nominations were determined by
the members of the then-existing board of directors.

Compliance With Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires the Registrant's executive
officers and directors, and persons who own more than 10% of the Registrant's
common stock to file reports regarding ownership of and transactions in the
Registrant's securities with the Securities and Exchange Commissioner and to
provide us with copies of those filings. Based solely on the Registrant's review
of the copies received by or a written representation from certain reporting
persons, the Registrant believes that as of May 24, 2007, all eligible persons
are in compliance with the requirements of Section 16(a).

Compensation Committee Interlocks and Insider Participation

No interlocking relationship exists between the Registrant's board of
directors and the board of directors or compensation committee of any other
company, nor has any interlocking relationship existed in the past.

Executive Compensation of Registrant

The following table sets forth the compensation of the Registrant's
executive officers during the last three fiscal years. The current management
and oversight of the Registrant requires less than four hours per month. As the
Registrant's sole officer and director is engaged in other full-time income
producing activities, the Registrant's sole officer or director has not received
any compensation from the Registrant.

Summary Compensation Table
--------------------------

Annual Long-Term Compensation
Compensation Awards
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Securities
Other Annual Underlying All Other
Name and Principal Position Year Salary Bonus Compensation Options Compensation
--------------------------- ---- ------ ----- ------------ ------- ------------

Timothy P. Halter...................... 2006 -- -- -- -- --
President, Chief Executive Officer,
Chief Financial Officer and Director
2005 -- -- -- -- --
2004 -- -- -- -- --

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As of May 24, 2007, the Registrant did not have any agreements in place to
pay compensation to its officers, directors and employees now or in the future.

NEW DIRECTORS AND OFFICERS

In connection with the Merger, the following persons will be elected to
serve as officers and directors on the board of directors of the Registrant:

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Name Age Position
---- --- --------

Gil Van Bokkelen, Ph.D. 46 Chief Executive Officer and Chairman

William (BJ) Lehmann Jr., J.D., M.B.A. 41 President and Chief Operating Officer

John J. Harrington, Ph.D. 39 Chief Scientific Officer and Executive VP and Director

Kurt R. Brunden, Ph.D. 49 Senior VP - Biopharmaceuticals

Robert J. Deans Ph.D. 55 Senior VP - Regenerative Medicine

Laura K. Campbell, C.P.A. 43 VP - Finance

George M. Milne, Ph.D. 63 Director

William C. Mulligan 53 Director

Jordan S. Davis 45 Director

Floyd D. Loop, M.D. 70 Director

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Gil Van Bokkelen, Ph.D. (Age 46)
Chief Executive Officer and Chairman

Dr. Van Bokkelen co-founded Athersys in October 1995 and has served as
Chief Executive Officer and a director since Athersys' founding. Prior to May
2006, he also served as Athersys' President. He has served as Chairman of
Athersys' Board of Directors since August 2000. Dr. Van Bokkelen is the current
Chairman of the Center for Stem Cells and Regenerative Medicine, and has served
on a number of other boards, including the Biotechnology Industry Organization's
ECS Board of Directors from 2001 to 2004, the Kent State University Board of
Trustees from 2001 to 2004 and serves as an advisor to Early Stage Partners, a
venture capital firm. He received his Ph.D. in Genetics from Stanford
University, his B.A. in Economics from the University of California at Berkeley,
and his B.A. in Molecular Biology from the University of California at Berkeley.

William (BJ) Lehmann, J.D., M.B.A. (Age 41)
President and Chief Operating Officer

William (BJ) Lehmann, Jr., J.D. joined Athersys in September 2001 and was
Athersys' Executive Vice President of Corporate Development and Finance from
August 2002 until May 2006, when he became Athersys' President. From 1994 to
2001, Mr. Lehmann was with McKinsey & Company, Inc., an international management
consulting firm, where he worked extensively with new technology and
service-based businesses in the firm's Business Building practice. Prior to
joining McKinsey, he worked at Wilson, Sonsini, Goodrich & Rosati, a Silicon
Valley law firm, and worked with First Chicago Corporation, a financial
institution. Mr. Lehmann received his J.D. from Stanford University, his M.B.A.
from the University of Chicago, and his B.A. from the University of Notre Dame.

John J. Harrington (Age 39)
Chief Scientific Officer and Executive Vice President, and Director

Dr. Harrington co-founded Athersys in October 1995 and has served as
Athersys' Executive Vice President and Chief Scientific Officer and as a
director since Athersys' founding. Dr. Harrington led the development of the
RAGE technology as well as its application for gene discovery, drug discovery
and commercial protein production applications. He is a listed inventor on 20
issued or pending U.S. patents, has authored 20 scientific publications, and has
received numerous awards for his work, including being named one of the top
international young scientists by MIT Technology Review in 2002. Dr. Harrington
has overseen the therapeutic product development programs at Athersys since
their inception, and during his career he has also held positions at Amgen and
Scripps Clinic. He received his Ph.D. in Cancer Biology from Stanford University
and his B.A. in Biochemistry and Cell Biology from the University of California
at San Diego.

Kurt R. Brunden, Ph.D. (Age 49)
Senior Vice President - Biopharmaceuticals

Dr. Brunden joined Athersys as Vice President of Drug Discovery in
September 2000 and has served as Athersys' Senior Vice President of
Biopharmaceuticals since October 2004. Dr. Brunden was employed at Gliatech
Inc., a pharmaceutical and device company, from 1991 to 2000, where his most
recent position was Vice President of Research. In that capacity, he was
responsible for the initiation and development of small molecule and protein
drug discovery programs. From 1988 to 1991, Dr. Brunden held a tenure-track
faculty position within the Department of Biochemistry at the University of
Mississippi Medical Center. He was a Research Fellow at the Mayo Clinic from
1985 to 1988. Dr. Brunden received his Ph.D. in Biochemistry from Purdue
University and his B.S. in Biology and Chemistry from Western Michigan
University. Dr. Brunden is considering a possible return to a faculty position,
which would begin in late summer 2007. If Dr. Brunden does take a faculty
position, Athersys currently anticipates that he would continue his involvement
with the Company as a consultant, providing his expertise to the advancement of
its biopharmaceutical programs.

Robert J. Deans, Ph.D. (Age 55)
Senior Vice President - Regenerative Medicine

Dr. Deans has led Athersys' regenerative medicine research and development
activities since February 2003 and has served as Vice President of Regenerative
Medicine since October 2003. He was named Senior Vice President of Regenerative
Medicine in June 2006. Dr. Deans is highly regarded as an expert in stem cell
therapeutics, with over fifteen years of experience in this field. From 2001 to
2003, Dr. Deans worked for early-stage biotechnology companies. Dr. Deans was
formerly the Vice President of Research at Osiris Therapeutics, Inc., a
biotechnology company, from 1998 to 2001 and Director of Research and
Development with the Immunotherapy Division of Baxter International, Inc., a
global healthcare company, from 1992 to 1998. Dr. Deans was also previously on
faculty at USC Medical School in Los Angeles, between 1981 and 1998, in the
departments of Microbiology and Neurology at the Norris Comprehensive Cancer
Center. Dr. Deans was an undergraduate at MIT, received his Ph.D. at the
University of Michigan, and did his post-doctoral work at UCLA in Los Angeles.

Laura K. Campbell, CPA, (Age 43)
Vice President - Finance

Laura Campbell joined Athersys in January 1998 as Controller and has served
as Vice President of Finance since May 2006. Prior to joining Athersys, she was
at Ernst & Young LLP, a public accounting firm, for 11 years, in the audit
practice. During her tenure with Ernst & Young LLP, Ms. Campbell specialized in
entrepreneurial services and the biotechnology industry sector and participated
in several initial public offerings. Ms. Campbell received her B.S., with
distinction, in Business Administration from The Ohio State University.

George M. Milne, Ph.D. (Age 63)
Director

Dr. Milne has been a director of Athersys since January 2003 after his
retirement in 2002 from Pfizer Inc, a pharmaceutical company, where he most
recently served as President of Worldwide Strategic and Operations Management
and Executive Vice President of Global Research and Development. He joined
Pfizer Inc in 1970 and held a variety of positions conducting both chemistry and
pharmacology research. Dr. Milne is a Venture Partner of Radius. Dr. Milne
became Director of the Department of Immunology and Infectious Diseases at
Pfizer Inc in 1981, was Executive Director from 1984 to 1985 and was Vice
President of Research and Development from 1985 to 1988. He was appointed Senior
Vice President in 1988 and President of Central Research in 1993 with global
responsibility for Human and Veterinary Medicine R&D. Dr. Milne serves as a
director of Mettler-Toledo, Inc., Charles River Laboratories, Inc., MedImmune
Inc., and Aspreva Pharmaceuticals Inc. He also serves on the board of the New
York Botanical Garden and the Mystic Aquarium/Institute for Exploration. Dr.
Milne received his B.S. in Chemistry from Yale University and his Ph.D. in
Organic Chemistry from Massachusetts Institute of Technology.

William C. Mulligan (Age 53)
Director

Mr. Mulligan has been a director of Athersys since October 1998. Mr.
Mulligan joined Primus Venture Partners, a Cleveland-based private equity firm
and an investor in Athersys, in 1985 from McKinsey & Company, Inc. Mr. Mulligan
has served as a Managing Director of Primus since 1987. His previous work
experience includes management positions at Deere and Company, and First Chicago
Corporation. Mr. Mulligan serves as a director of several private companies and
Universal Electronics, Inc. (NASDAQ: UEIC). Mr. Mulligan is a trustee of The
Cleveland Clinic Foundation and chairs the Advisory Board of CCF Innovations,
which is responsible for commercializing technology developed at the Cleveland
Clinic. Mr. Mulligan is also a trustee of Denison University, the Western
Reserve Land Conservancy. Mr. Mulligan received his B.A. in economics from
Denison University and his M.B.A. from the University of Chicago.

Jordan S. Davis (Age 45)
Director

Mr. Davis is a Managing Partner of Radius Ventures, a health and life
sciences venture capital firm, which he co-founded in 1997. Mr. Davis currently
serves on the board of directors of several Radius portfolio companies,

including Health Language, Inc., Heartscape Technologies, Inc., Impliant, Inc.,
and Zettacore, Inc. He also serves on the board of American Bank Note
Holographics, Inc. (OTC: ABHH). Mr. Davis earned an M.B.A. from the Kellogg
School of Management at Northwestern University and a B.A. in Economics from The
State University of New York at Binghamton.

Floyd D. Loop, M.D. (Age 70)
Director

Dr. Loop was the CEO and chairman of the Board of Governors of The
Cleveland Clinic Foundation from 1989-2004. Earlier, he chaired the Department
of Thoracic and Cardiovascular Surgery at the Cleveland Clinic from 1975 - 1989.
Dr. Loop and his colleagues were responsible for today's widespread use of
arterial conduits in coronary artery surgery, innovations in valve repair,
reoperations and numerous changes in technical procedure. As a surgeon, Dr. Loop
performed more than 12,000 open heart operations and authored 350 papers on all
aspects of cardiovascular surgery. During his tenure as CEO, the Cleveland
Clinic revenues grew from $650 million to $3.6 billion. His accomplishments
included a significant development of basic and applied research, creation of a
delivery system comprised of 12 hospitals and 14 outpatient sites, a new medical
school for physician investigators and construction of two hospitals in Florida.
Dr. Loop is a Venture Partner of Radius. See "Executive Summary - Lead
Investor." Dr. Loop was president of the American Association for Thoracic
Surgery, Chairman of the Residency Review Committee, and a member of the
American Board of Thoracic Surgery. Dr. Loop has received honorary degrees from
Cleveland State University, Purdue University, and St. Louis University among
many other international awards. He currently serves on two public boards, Tenet
Healthcare Corporation and Intuitive Surgical, Inc. Dr. Loop received his M.D.
from the George Washington University.

Director Independence

After closing the Merger, the Company's Board of Directors will review at
least annually the independence of each director. During these reviews, the
Company's Board of Directors will consider transactions and relationships
between each director (and his or her immediate family and affiliates) and the
Company and its management to determine whether any such transactions or
relationships are inconsistent with a determination that the director was
independent. The Board of Directors will conduct its annual review of director
independence and to determine if any transactions or relationships exist that
would disqualify any of the individuals who then served as a director under the
rules of the NASDAQ Stock Market, or require disclosure under SEC rules.
Currently, Athersys has two members of management who also serve on the Board of
Directors, Dr. Van Bokkelen, who is also Athersys' Chairman and Chief Executive
Officer, and Dr. Harrington, who is Athersys' Chief Scientific Officer and
Executive Vice President. Neither Dr. Van Bokkelen nor Dr. Harrington would be
considered independent.

Compensation arrangements with directors will be established after the
closing of the Merger and may include cash and equity awards.

Executive Compensation of Athersys

The following summary compensation table sets forth information concerning
compensation for services in all capacities awarded to, earned by or paid to
each person who served as Athersys' chief executive officer or chief financial
officer at any time during the fiscal year ended December 31, 2006 and the five
other most highly compensated executive officers of Athersys who were serving as
executive officers at the end of the fiscal year ended December 31, 2006:

Summary Compensation Table
--------------------------

Dr. Gil Van Bokkelen................... 2006 $350,000(2) $25,000 - - $145,604(3)
Chief Executive Officer
2005 $300,000 - - - -
2004 $300,000 - - - -
William Lehmann, Jr.................... 2006 $300,000(2) $20,833 - - -
President and Chief Operating Officer
2005 $250,000 - - - -
2004 $250,000 - - - -
Dr. John Harrington.................... 2006 $300,000(2) $21,667 - - -
Chief Scientific Officer and Executive
VP
2005 $260,000 - - - -
2004 $260,000 - - - -
Dr. Kurt Brunden....................... 2006 $240,000(2) $18,333 - - -
Vice President - Biopharmaceuticals
2005 $220,000 - - - -
2004 $220,000 - - - -
Dr. Robert Deans....................... 2006 $235,000(2) $16,667 - - -
Vice President- Regenerative Medicine
2005 $200,000 - - - -
2004 $200,000 - - - -
Laura Campbell......................... 2006 $195,000(2) $14,219 - - -
Vice President- Finance
2005 $170,625 - - - -
2004 $170,625 - - - -
Dr. Anne Brown......................... 2006 $172,906 $7,380 - - -
Senior Director-
Intellectual Property
2005 $168,090 - - - -
2004 $160,626 - - - -

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(1) Other compensation in the form of perquisites and other personal benefits,
securities or property have been omitted in those instances where such
perquisites and other personal benefits, securities or property constituted
less than the lesser of $50,000 or 10% of the total annual salary and bonus
for the executive officer for the fiscal year.

(2) The 2006 salary increase has been approved by Athersys' Compensation
Committee, but payment has been deferred.

(3) Represents a loan which was forgiven by Athersys' Board of Directors,
including certain tax benefits.

Incentive Plans

Upon the close of the Merger, it is anticipated that Athersys' existing
stock option plans and most of its outstanding options will be terminated.
However, pursuant to the terms of the Merger Agreement, the Registrant has
agreed to assume certain options granted to former employees, directors and
consultants of Athersys. On April 9, 2007, the Registrant's board of directors
approved and recommended to its stockholders for adoption a new long term
incentive plan, which authorizes the Registrant's board of directors, or a
committee thereof, to provide equity-based compensation in the form of stock
options, stock appreciation rights restricted stock, restricted stock units,
performance shares and units, and other stock-based awards, which will be used
to attract and retain qualified employees, directors and consultants. Equity
awards will be granted from time to time under the guidance and approval of the
Registrant's board of directors or its compensation or similar committee, when
one is established. Total awards under this plan would be limited to 3,035,000
shares of Common Stock.

PRINCIPAL STOCKHOLDERS BEFORE THE MERGER

Prior to the Merger, the Registrant plans to implement a 1-for-1.67 reverse
split of the outstanding shares of the Registrant's common stock (the "Reverse
Split"). The following table sets forth certain information with respect to the
beneficial ownership of the Registrant's capital stock immediately before and
after the effectuation of the Reverse Split by:

o each stockholder known by the Registrant to be the beneficial owner of more
than 5% of the Registrant's outstanding securities prior to and after the
closing of the transactions contemplated by the Reverse Split;

o each current director of the Registrant;

o each of the named executive officers of the Registrant listed in the
Registrant's Annual Report on Form 10-K for the year ended December 31,
2006; and

o all current directors and executive officers as a group.

Unless otherwise specified, the address of each of the persons set forth
below is in care of BTHC VI, Inc., 12890 Hilltop Road, Argyle, Texas 76226.

Before effectiveness of the Reverse Split (2) After effectiveness of the Reverse Split (3)
Name and Address of Amount of Beneficial Percent of Common Amount of Beneficial
------------------- --------------------- ------------------ ---------------------
Beneficial Owner (1) Ownership Stock Ownership Percent of Common Stock
-------------------- --------- ----- --------- -----------------------

Timothy P. Halter (4) 350,000 70.0% 209,581 70.0%
David Brigante (4) 350,000 70.0% 209,581 70.0%
George Diamond (4) 350,000 70.0% 209,581 70.0%
Marat Rosenberg (4) 350,000 70.0% 209,581 70.0%
Olga Guerra 58,294 11.7% 34,907 11.7%
Directors and officers
as a group (5) 350,000 70.0% 209,581 70.0%

(1) Beneficial ownership has been determined in accordance with the rules of
the SEC and generally includes voting or investment power with respect to
securities. Except as otherwise provided herein, each of the beneficial
owners listed above has direct ownership of and sole voting power and
investment power with respect to the shares of Common Stock.

(2) A total of 500,000 shares of Common Stock are considered to be outstanding
pursuant to Rule 13d-3(d)(1) under the Exchange Act. For each beneficial
owner above, any options exercisable within 60 days have been included in
the denominator for purposes of determining percentage ownership.

(3) Based on 300,000 shares of Common Stock outstanding after the consummation
of the Reverse Split.

(4) The referenced shares of Common Stock are owned by HFI. HFI is a Texas
limited partnership of which Halter Financial Investments GP, LLC, a Texas
limited liability company, is the sole general partner. The limited
partners of HFI are: (i) TPH Capital, L.P., a Texas limited partnership, of
which TPH Capital GP, LLC, a Texas limited liability company, is the
general partner, of which Timothy P. Halter is the sole member; (ii)
Bellfield Capital Partners, L.P., a Texas limited partnership, of which

Bellfield Capital Management, LLC, a Texas limited liability company, is
the sole general partner, of which David Brigante is the sole member; (iii)
Colhurst Capital LP, a Texas limited partnership, of which Colhurst Capital
GP, LLC, a Texas limited liability company, is the general partner, of
which George L. Diamond is the sole member; and (iv) Rivergreen Capital,
LLC, a Texas limited liability company, of which Marat Rosenberg is the
sole member. As a result, each of the foregoing persons may be deemed to be
a beneficial owner of the shares held of record by HFI.

(5) Timothy P. Halter is the Registrant's sole director and officer.

PRINCIPAL STOCKHOLDERS AFTER THE MERGER

The following table sets forth information on the estimated beneficial
ownership of Registrant's Common Stock after the Merger based on the current
beneficial ownership of Athersys' common stock by the individuals who are
expected to be the executive officers and directors of the Registrant after the
consummation of the Merger, as of May 23, 2007 and assuming the close of the
Merger and the Equity Financing on June 5, 2007. Beneficial ownership is
determined according to rules of the SEC governing the determination of
beneficial ownership of securities. A person is deemed to be a beneficial owner
of any securities for which that person has a right to acquire beneficial
ownership within 60 days. The table below contains the following assumptions:

o Athersys' outstanding 10% secured convertible promissory notes will
automatically convert into 530,685 shares of Registrant's Common Stock
upon consummation of the Equity Financing. Since the holders of the
10% secured convertible promissory notes are entitled to convert
accrued interest, the number of shares as set forth below is subject
to change based on the timing of the closing of the Merger and the
Equity Financing.

o Athersys' outstanding 5% unsecured convertible promissory notes will
automatically convert into 1,883,848 shares of Registrant's Common
Stock upon consummation of the Equity Financing. Since the holders of
Athersys' outstanding 5% unsecured convertible promissory notes are
entitled to convert accrued interest, the number of shares as set
forth below is subject to change based on the timing of the closing of
the Merger and the Equity Financing.

Percent of
Common Stock
Name of Beneficial Owner Number of Shares Outstanding
------------------------ ---------------- -----------

Gil Van Bokkelen, Ph.D 102,523(1) *
John Harrington, Ph.D 85,764(2) *
William Mulligan 488,425(3) 3.51%
George Milne, Ph.D --(4) --
Jordan S. Davis --(4) --
Floyd D. Loop --(4) --
William (BJ) Lehmann -- --
Kurt Brunden -- --
Robert Deans -- --
Laura Campbell 3,060(5) *
All directors and executive officers
as a group (10 persons) 679,772 4.89%

*Less than one percent

(1) Includes 21,227 shares of Common Stock issuable upon the conversion of his
10% secured convertible promissory note.

(2) Includes 21,227 shares of Common Stock issuable upon the conversion of his
10% secured convertible promissory note.

(3) Includes 106,137 shares of Common Stock issuable upon the conversion of 10%
secured convertible promissory notes. The shares are beneficially owned by
Primus Capital Fund IV, L.P. and affiliates. Mr. Mulligan is a limited
partner of the General Partner of Primus Venture Partners, L.P. and
disclaims beneficial ownership of the reported securities except to the
extent of his pecuniary interest therein.

(4) Radius Venture Partners II, L.P., Radius Venture Partners III, L.P. and
certain affiliates (together, "Radius") are proposing to invest in the
Equity Financing in an amount that would result in Radius being deemed a
beneficial owner of in excess of 5% of Common Stock upon completion of the
Equity Financing. Mr. Davis is a managing member of Radius Venture Partners
II, LLC, which is the general partner of Radius Venture Partners II, L.P.,
and a managing member of Radius Venture Partners III, LLC, which is the
general partner of Radius Venture Partners III, L.P. and Radius Venture
Partners III QP, L.P., and therefore may be deemed to beneficially own the
securities held by Radius entities, although Mr. Davis disclaims such
beneficial ownership except to the extent of his pecuniary interest
therein. Dr. Milne and Dr. Loop are each Venture Partners of Radius
entities that will beneficially own shares of Common Stock, although each
of Dr. Milne and Dr. Loop disclaim such beneficial ownership except to the
extent of his pecuniary interest therein.

(5) Includes 1,061 shares of Common Stock issuable upon the conversion of her
10% secured convertible promissory note.

Also, upon the conversion of the 5% unsecured convertible promissory notes
of Athersys held by Angiotech Pharmaceuticals, Inc. that will automatically
convert into 1,883,848 shares of Registrant's Common Stock upon consummation of
the Equity Financing, it is anticipated that Angiotech would be a beneficial
owner of in excess of 5% of Registrant's Common Stock.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Registrant Relationships, Indebtedness, and Related Party Transactions

Other than the participation of HFG and Timothy P. Halter in the
Registrant's Plan of Reorganization and the issuance to HFG of 350,000 shares of
the Registrant's Common Stock for satisfaction of certain administrative claims
and for HFG's agreement to provide the Registrant with certain services as
discussed in "Prior Change in Control", there are no relationships or
transactions between the Registrant and any of its directors, officers and
principal stockholders.

Athersys Relationships, Indebtedness, and Related Party Transactions

The following is a description of transactions during 2004, 2005 and 2006
to which Athersys has been a party, in which the amount involved in the
transaction exceeds $120,000 and in which any of Athersys' directors, executive
officers or holders of more than 5% of its capital stock had or will have a
direct or indirect material interest, other than compensation arrangements,
which are described under "Athersys Executive Compensation." Athersys believes
the terms obtained or consideration that was paid or received, as applicable, in
connection with the transactions described below were comparable to terms
available or the amounts that would be paid or received, as applicable, in
arm's-length transactions.

In 2006 and 2007, Athersys issued $10,000,000 in aggregate principal amount
of 5% unsecured convertible promissory notes to Angiotech. In 2006, Athersys
also issued $2,500,000 in aggregate principal amount of 10% secured convertible
promissory notes to bridge investors. Investors in the bridge financing included
existing investors such as Blue Chip Capital Fund II LP and its affiliate,
Frantz Medical Ventures, Primus Capital Fund IV, LP and its affiliate, and UBS
O'Connor and its affiliates, who are currently beneficial owners of 5% or more
of Athersys' common stock.

LEGAL PROCEEDINGS

The Registrant is not a party to any pending legal proceedings, and no such
proceedings are known to be contemplated.