Attached files
Exhibit
99.1
VistaGen Announces Pricing of Underwritten Offering of Common Stock
and Warrants to Purchase Common Stock
South San Francisco, CA (August 31, 2017) –
VistaGen Therapeutics,
Inc. (NASDAQ: VTGN) (“VistaGen” or the
“Company”), a clinical-stage biopharmaceutical company
focused on developing new generation medicines for depression and
other central nervous system disorders, today announced the pricing
of an underwritten public offering of 1,371,430 shares of its
common stock and warrants to purchase up to 1,892,572 shares of
common stock at an offering price of $1.75 per share and related
warrants. Each share of common stock is being sold together with
1.0128 Series A1 Warrants and 0.3672 of a Series A2 Warrant, with
each whole Series A1 Warrant and each whole Series A2 Warrant
exercisable to purchase one whole share of common stock. The
warrants have an exercise price of $1.82 per full share, and will
terminate 5 years from the time each warrant is first exercisable.
Series A1 Warrants to purchase up to 1,388,931 shares of common
stock are not exercisable until 6 months after issuance. Series A2
Warrants to purchase up to 503,641 shares of common stock are
immediately exercisable. The gross proceeds of the offering are
expected to be approximately $2.4 million, before deducting the
underwriting discount and other estimated offering
expenses.
Oppenheimer
& Co. Inc. is acting as sole underwriter for the
offering.
The
closing of the offering is expected to occur on or about September
6, 2017, subject to the satisfaction of customary closing
conditions.
VistaGen
currently intends to use the net proceeds from the offering for
general corporate purposes, including research and development
related to preparations for the Company’s AV-101 MDD Phase 2
Adjunctive Treatment Study, and working capital.
The
offering is being conducted pursuant to the Company’s shelf
registration statement on Form S-3 (File No. 333-215671) previously
filed with and subsequently declared effective by the Securities
and Exchange Commission (the SEC) on July 27, 2017. A prospectus
supplement and accompanying base prospectus relating to the
offering will be filed with the SEC and will be available on the
SEC's website at http://www.sec.gov.
This
press release does not constitute an offer to sell or the
solicitation of an offer to buy any of the securities described
herein, nor shall there be any sale of these securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. Copies of the prospectus
supplement and the accompanying base prospectus, when available,
relating to this offering may be obtained from Oppenheimer &
Co. Inc., Attention: Syndicate Prospectus Department, 85 Broad
Street, 26th Floor, New York, New York, 10004, or by telephone at
212-667-8563, or e-mail at EquityProspectus@opco.com.
About VistaGen
VistaGen
Therapeutics, Inc. (NASDAQ: VTGN), is a clinical-stage
biopharmaceutical company focused on developing new generation
medicines for depression and other central nervous system (CNS)
disorders. VistaGen’s lead CNS product candidate, AV-101, is
in Phase 2 development, initially as a new generation oral
antidepressant drug candidate for major depressive disorder (MDD).
AV-101's mechanism of
action is fundamentally different from all FDA-approved
antidepressants and atypical antipsychotics used adjunctively to
treat MDD, with potential to drive a paradigm shift towards a new
generation of safer and faster-acting antidepressants. AV-101 is currently being evaluated by the U.S.
National Institute of Mental Health (NIMH) in a small Phase 2 monotherapy study in MDD being
fully funded by the NIMH and conducted by Dr. Carlos Zarate Jr.,
Chief, Section on the Neurobiology and Treatment of Mood Disorders
and Chief of Experimental Therapeutics and Pathophysiology Branch
at the NIMH. VistaGen is preparing to launch a 180-patient Phase 2
study of AV-101 as an adjunctive treatment for MDD patients with an
inadequate response to standard, FDA-approved antidepressants. Dr.
Maurizio Fava of Harvard University will be the Principal
Investigator of the Company’s Phase 2 adjunctive treatment
study. AV-101 may also have the potential to treat multiple
CNS disorders and neurodegenerative diseases in addition to MDD,
including neuropathic pain, epilepsy, Huntington’s disease,
and levodopa-induced dyskinesia associated with Parkinson’s
disease and other disorders where modulation of the NMDA receptors,
activation of AMPA pathways and/or key active metabolites of AV-101
may achieve therapeutic benefit.
For
more information, please visit www.vistagen.com and connect
with VistaGen on Twitter, LinkedIn and Facebook.
Forward-Looking Statements
The statements in this press release that are not historical facts
may constitute forward-looking statements that are based on current
expectations and are subject to risks and uncertainties that could
cause actual future results to differ materially from those
expressed or implied by such statements. Those risks and
uncertainties include, but are not limited to, risks related to the
closing of the offering and the anticipated use of proceeds, risks
related to the successful launch, continuation and results of the
NIMH’s Phase 2 (monotherapy) and/or the Company’s
planned Phase 2 (adjunctive therapy) clinical studies of AV-101 in
MDD, and other CNS diseases and disorders, including neuropathic
pain and L-DOPA-induced dyskinesia associated with
Parkinson’s disease, the potential for the Company’s
stem cell technology to produce NCEs, cellular therapies,
regenerative medicine or bone marrow stem cells to treat any
medical condition, including autoimmune disorders and cancer,
protection of its intellectual property, and the availability of
substantial additional capital to support its operations, including
the AV-101 clinical development activities described above. The
offering is subject to market and other conditions and there can be
no assurance as to whether or when the offering may be completed or
as to the actual size or terms of the offering. These and other risks and
uncertainties are identified and described in more detail in
VistaGen’s filings with the Securities and Exchange
Commission (SEC). These filings are available on the SEC’s
website at www.sec.gov.
VistaGen undertakes no obligation to publicly update or revise any
forward-looking statements.
Company Contact
Mark A. McPartland
VistaGen Therapeutics Inc.
Phone: +1 (650) 577-3600
Email: IR@vistagen.com
Investor Contact:
Valter Pinto / Allison Soss
KCSA Strategic Communications
Phone: +1 (212) 896-1254/+1 (212) 896-1267
Email: VistaGen@KCSA.com