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EX-4.1 - FORM OF WARRANT - VistaGen Therapeutics, Inc. | ex4-1.htm |
EX-1.1 - UNDERWRITING AGREEMENT - VistaGen Therapeutics, Inc. | ex1-1.htm |
8-K - CURRENT REPORT - VistaGen Therapeutics, Inc. | vtgn8k_dec112017.htm |
Exhibit
99.1
VistaGen Announces Closing of $15,000,000 Underwritten Offering of
Common Stock and Warrants to Purchase Common Stock
South San Francisco, CA (December 13, 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 (CNS) disorders, today
announced the closing of its previously announced underwritten
public offering of 10,000,000 shares of its common stock and
warrants to purchase up to 10,000,000 shares of common stock at a
combined offering price of $1.50 per share and related warrant.
Each share of common stock was sold together with a warrant to
purchase one share of common stock. The warrants are immediately
exercisable, have an exercise price of $1.50 per share and
terminate 5 years from the date of issuance. The gross proceeds
from the offering are $15,000,000, before deducting the
underwriting discount and other estimated offering
expenses.
Oppenheimer
& Co. Inc. acted a sole book-running manager and Chardan acted
as lead manager for the offering.
VistaGen currently intends to use the net proceeds from the
offering for research and development, primarily
related to the AV-101 MDD
Phase 2 Adjunctive Treatment Study, ordinary course working capital
needs and other general corporate purposes.
The
offering was conducted pursuant to the Company’s registration
statement on Form S-1 (File No. 333-221009) previously filed with
and subsequently declared effective by the Securities and Exchange
Commission (the SEC) on December 8, 2017. A prospectus
relating to the offering was filed with the SEC and is 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
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 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 AV-101 MDD 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 Parkinson’s disease levodopa-induced dyskinesia
(PD LID) 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.
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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, 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 PD LID, 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, allowance of patent
applications and continued 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. 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
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