On May 23, 2017, Asterias Biotherapeutics, Inc. (the “Company”)
issued a press release announcing that its Board of Directors has
appointed Michael Mulroy as the Company’s President and Chief
Executive Officer, effective June 26, 2017. The Company also
announced that Stephen L. Cartt will resign from the position of
President and Chief Executive Officer effective as of the close
of business on June 25, 2017. Mr. Cartt will continue to serve on
the Company’s Board of Directors, and is a nominee at the
Company’s 2017 annual meeting of stockholders. A copy of the
press release is attached to this Current Report on Form 8-K as
Exhibit 99.1 and is incorporated by reference herein.

Mr. Mulroy most recently served as a Senior Advisor to CamberView
Partners, LLC, which assists companies in connection with
investor engagement and complex corporate governance issues. Mr.
Mulroy served until September 2014 as Executive Vice President
Strategic Affairs and General Counsel of the Autoimmune and Rare
Diseases Business Unit of Mallinckrodt plc following its
acquisition of Questcor Pharmaceuticals, Inc. in August 2014. Mr.
Mulroy was appointed Executive Vice President, Strategic Affairs
and General Counsel and Corporate Secretary of Questcor during
February 2014, having previously served as Chief Financial
Officer, General Counsel and Corporate Secretary since January
2011. From 2003 to 2011, Mr. Mulroy was employed by the law firm
of Stradling Yocca Carlson Rauth, where he served as a partner
from 2004, and represented Questcor and other publicly-traded
companies. From 1997 to 2003, Mr. Mulroy was an investment banker
at Citigroup and Merrill Lynch. Mr. Mulroy is currently on the
Board of Directors of BioTime, Inc. From July 2011 to August
2014, Mr. Mulroy served as a member of the Board of Directors of
Comarco, Inc., which developed and designed innovative
technologies and intellectual property used in power adapters.
Mr. Mulroy earned his J.D. degree from the University of
California, Los Angeles and his B.A. (Economics) from the
University of Chicago.

Prior to his appointment as President and Chief Executive Officer
of the Company, Mr. Mulroy was not a related person to the
Company and there was no transaction or other arrangement
involving the Company in which Mr. Mulroy or any related person
to Mr. Mulroy has or will have a direct or indirect material
interest. He has no family relationship with any director or
executive officer of the Company.

The Company and Mr. Mulroy entered into an employment agreement
(the “Employment Agreement”), which provides for an annual base
salary of $465,972 and a grant of stock options to purchase
800,000 shares of the Company’s common stock at an exercise
price of equal to the closing share price of Asterias common
stock on his first day of employment. Subject to Mr. Mulroy’s
continued employment with the Company, the stock options vest in
equal monthly installments over 48 months commencing on July 31,
2017. In addition, Mr. Mulroy is eligible for an annual Bonus
Opportunity up to 50% of his base salary (the “Bonus
Opportunity”). The Company’s Board, or its Compensation
Committee, has absolute discretion in determining whether, to
what extent any payment and/or equity award under the Bonus
Opportunity are to be made based on performance criteria that the
Board, or its Compensation Committee, may determine from time to
time.

Mr. Mulroy’s employment agreement contains provisions entitling
him to severance benefits under certain circumstances. If the
Company terminates Mr. Mulroy’s employment without Cause or if
he resigns for Good Reason otherwise than within one (1) month
prior to or twelve (12) months following a “Change of Control”
(as those terms are defined in the Employment Agreement), he will
be entitled to the following severance: (A) if Mr. Mulroys
employment is terminated within the first 12 months of
employment: (i) salary continuation at his then-current base
salary for six (6) months, (ii) 50% of his target bonus as in
effect at the date of termination, (iii) accelerated vesting of
50% of the then unvested stock options and restricted granted to
him and (iv) payment, for a period of six (6) months, of any
health insurance benefits that he was receiving at the time of
termination of his employment, under a Company employee health
insurance plan subject to the Consolidated Omnibus Budget
Reconciliation Act (COBRA), or (B) if Mr. Mulroys employment is
terminated after 12 months of employment: (i) salary continuation
at his then-current base salary for twelve (12) months, (ii) 100%
of his target bonus as in effect at the date of termination,
(iii) accelerated vesting of 100% of the then unvested stock
options and restricted stock granted to him, and (iv) payment,
for a period of twelve (12) months, of any health insurance
benefits that he was receiving at the time of termination of his
employment, under a Company employee health insurance plan
subject to the COBRA.

If Mr. Mulroy’s employment is terminated without Cause or if he
resigns for Good Reason within one (1) month prior to or twelve
(12) months following a Change in Control, Mr. Mulroy will be
entitled to receive payment for all accrued but unpaid salary,
accrued but unpaid bonus, if any, and vacation accrued as of the
date of termination of his employment, and as severance
compensation (A) an amount equal to the sum of 200% of his base
salary and 200% of his target bonus as in effect at the date of
termination, which shall be paid in a lump sum no later than 60
days after the date of his termination of employment, subject to
such payroll deductions and withholdings as are required by law,
(B) accelerated vesting of 100% of Mr. Mulroys then unvested
stock options and any restricted stock and (C) payment, for a
period of twelve (12) months, of any health insurance benefits
that he was receiving at the time of termination of his
employment, under a Company employee health insurance plan
subject to COBRA. The employment agreement is attached to this
Current Report on Form 8-K as Exhibit 10.1. The foregoing summary
of the employment agreement is qualified in its entirety by the
full text of the agreement, which is filed as Exhibit 10.1 to
this Current Report on Form 8-K, and is incorporated herein by
reference. On May 23, 2017, Mr. Mulroy and the Company also
entered into its standard indemnification agreement for directors
and officers.

On May 23, 2017, the Company entered into a Separation Agreement
(the Separation Agreement) with Mr. Cartt. Under the terms of the
Separation Agreement, the Company agreed to allow unvested
options to purchase 62,500 shares of common stock to continue to
vest, subject to Mr. Cartt’s continued service on the Company’s
Board of Directors. The foregoing summary of the Separation
Agreement is qualified in its entirety by the full text thereof,
which is filed as Exhibit 10.2 to this Current Report on Form
8-K, and is incorporated herein by reference.

On May 23, 2017, the Company announced that Katharine E. Spink,
currently the Company’s Chief Operating Officer, is being
promoted to the expanded position of Executive Vice President and
Chief Operating Officer, also effective June 26, 2017. Dr.
Spink’s annual base salary will be adjusted from $340,000 to
$367,200. Effective as of June 26, 2017, Jane Lebkowski,
currently the Company’s President of RD and Chief Scientific
Officer, will become the Company’s Chief Scientific Officer. Ms.
Lebkowski has informed the Company that she expects to transition
to a part-time role later this year.

Item 9.01

Financial Tables and Exhibits.

(d) Exhibits.