Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF
1934
Date of Report (Date of earliest event reported): January 24, 2020
VistaGen Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
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NEVADA
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000-54014
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20-5093315
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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343 Allerton Ave.
South San Francisco, California 94090
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(Address of principal executive offices)
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(650) 577-3600
(Registrant’s telephone number, including area
code)
Not Applicable
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
☐ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a
-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d -2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e -4(c))
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common
Stock, par value $0.001 per share
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VTGN
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Nasdaq
Capital Market
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17
CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR 240.12b-2)
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act ☐
Item 1.01. Entry into a Material Definitive
Agreement
Securities Purchase Agreement
On January 24, 2020, VistaGen Therapeutics,
Inc. (the “Company”) entered into a securities purchase
agreement with certain accredited investors (the
“Purchase
Agreement”), pursuant to
which the Company agreed to sell, in a self-placed registered
direct offering, an aggregate of 3,870,077 shares of the
Company’s common stock, par value $0.001 per share
(“Common
Stock”), at a purchase
price of $0.71058 per share (the “Offering”). Concurrently with the Offering, and
pursuant to the Purchase Agreement, the Company also commenced a
private placement whereby it agreed to issue and sell warrants (the
“Warrants”) exercisable for an aggregate of
3,870,077 unregistered shares of Common Stock (the
“Warrant
Shares”), which
represents 100% of the shares of Common Stock sold in the Offering,
with an exercise price of $0.73 per Warrant Share (the
“Private
Placement”).
The Warrants contain
customary provisions allowing for adjustment to the exercise price
and number of Warrant Shares issuable only in the event of any
stock dividend and split, reverse stock split, recapitalization,
reorganization or similar transaction, as described in the
Warrants. In addition, subject to limited
exceptions, holders of the Warrants will not have the right to
exercise any portion of their respective Warrants if the holder,
together with any affiliates, would beneficially own in excess of
4.99% of the number of shares of the Company’s Common Stock
outstanding immediately after giving effect to such
exercise. The Warrants are
exercisable from any time after the six month anniversary of
issuance (the “Initial Exercise
Date”) and
will expire on the fifth year anniversary of the Initial
Exercise Date. The Warrants and the Warrants Shares have not been
registered with the Securities and Exchange
Commission.
The 3,870,077 shares of Common Stock sold in the
Offering (but not the Warrants or the Warrant Shares) were offered
and sold pursuant to a prospectus, dated September 30, 2019, and a
prospectus supplement dated January 24, 2020, in connection
with a takedown from the Company’s shelf registration
statement (“Registration
Statement”)
on Form S-3 (File No. 333-234025).
The issuance and sale of the Warrants pursuant to
the Purchase Agreement and the issuance and sale of the Warrant
Shares upon exercise of the Warrants are not being registered under
the Securities Act of 1933, as amended
(the “Securities
Act”), are not being
offered pursuant to the Registration Statement and are being
offered pursuant to the exemption provided in Section 4(a)(2)
under the Securities Act and Regulation D promulgated thereunder.
The Company expects to use the proceeds from the Offering
for research and development expenses associated with
continuing development of PH94B, PH10, AV-101, potential drug
rescue candidates, and for other working capital and capital
expenditures.
The
foregoing descriptions of the Purchase Agreement and the Warrants
are not complete and are qualified in their entirety by references
to the full text of the Form of Purchase Agreement and the Form of
Warrant which are filed as exhibits to this report and are
incorporated by reference herein.
A
copy of the opinion of Disclosure Law Group, a Professional
Corporation, relating to the validity of the securities issued in
the Offering is filed herewith as Exhibit 5.1.
Item 3.02. Unregistered Sales of Equity
Securities
The
disclosures in Item 1.01 of this Current Report
on Form 8-K regarding the issuance of the
Warrants and the Warrant Shares issuable upon exercise of the
Warrants are incorporated by reference into this Item
3.02.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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Exhibit Number
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Description
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Opinion
of Disclosure Law Group, a Professional Corporation
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Form of
Securities Purchase Agreement, dated January 24, 2020, between the
Company and each purchaser named in the signature pages
thereto
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Form of
Warrant
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Consent
of Disclosure Law Group, a Professional Corporation (included in
Exhibit 5.1)
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Signatures
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
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VistaGen
Therapeutics, Inc.
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Date:
January 24, 2020
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By:
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/s/ Shawn K.
Singh
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Shawn
K. Singh
Chief
Executive Officer
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