Attached files
| file | filename |
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| EX-10 - EXHIBIT 10.2 - VistaGen Therapeutics, Inc. | ex10-2.htm |
| EX-10 - EXHIBIT 10.1 - VistaGen Therapeutics, Inc. | ex10-1.htm |
| 8-K - CURRENT REPORT - VistaGen Therapeutics, Inc. | vtgn8k_mar252020.htm |
Exhibit 99.1
VistaGen Therapeutics Announces Common Stock Purchase Agreement for
up to $10.25 Million
SOUTH SAN FRANCISCO, Calif., March 25, 2020 – VistaGen
Therapeutics (NASDAQ: VTGN), a clinical-stage
biopharmaceutical company developing new generation medicines for
anxiety, depression and central nervous system (CNS) diseases and
disorders with high unmet medical need, today announced a
common stock purchase agreement with Lincoln Park Capital Fund, LLC
(LPC), a Chicago-based institutional investor, providing for up to
$10.25 million.
Under the agreement, at the Company’s request, LPC made an
initial purchase of $250,000 of VistaGen’s common stock at
$0.50 per share, representing a 33% premium to the previous
day’s closing price. Going forward, subject to the terms and
conditions of the agreement, VistaGen will have the option, but not
any obligation, to sell to LPC up to an additional $10.0 million of
its common stock over the next 24 months. VistaGen plans to use
proceeds from the initial sale of common stock and subsequent sales
under the agreement, if any, for general corporate purposes,
including ongoing preparation for Phase 3 clinical development of
PH94B neuroactive nasal spray for on-demand treatment of social
anxiety disorder (SAD), and working capital.
“We are pleased to enter into this new financing agreement
with Lincoln Park Capital, which has been a very supportive
investor of VistaGen for many years. The agreement can provide
flexible access to capital, at our discretion, to advance our
anxiety and depression programs,” stated
Shawn Singh, Chief Executive Officer of VistaGen.
Mr. Singh continued, “The current COVID-19 pandemic has
brought about worrisome fear, anxiety, depression and other endemic
psychiatric conditions. Our team continues to push through this
period with even greater determination and motivation to accomplish
our core long-term and lasting goals focused on helping the
millions of people worldwide who suffer with mental health
challenges, especially in trying times such as
these.”
After a registration statement relating to the transaction is filed
with and declared effective by the U.S. Securities and Exchange
Commission (SEC), VistaGen, at its sole discretion, will control
the timing and amount of future sales of its common stock to LPC.
LPC has no right to require any additional shares of common stock
from VistaGen and LPC will be obligated to make purchases according
to VistaGen's direction. There are no upper limits to the price LPC
may be required pay to purchase common stock from VistaGen and the
purchase price of the shares will be based on the prevailing market
prices of VistaGen's shares of common stock at the time of each
sale. LPC has agreed not to cause, or engage in any manner
whatsoever, in any direct or indirect short selling or hedging of
VistaGen's common stock. There are no limitations on the use of
proceeds, and LPC has no rights of first refusal or participation
rights. In consideration for entering into the purchase agreement,
VistaGen has issued shares of common stock to LPC as a commitment
fee. VistaGen maintains the right to terminate the agreement at any
time, at its sole discretion, without any additional cost or
penalty.
A description of the common stock purchase agreement and related
registration rights agreement is set forth in VistaGen's Current
Report on Form 8-K filed today with the SEC. No financial advisory
fees were paid, nor will any such fees be paid in the future, in
connection with any transaction under the agreement.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy the securities, nor shall there be
any sale of the securities in any state in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of such state.
About VistaGen
VistaGen
Therapeutics is a multi-asset, clinical-stage biopharmaceutical
company developing new generation medicines for anxiety, depression
and other CNS-related diseases and disorders where current
treatments are inadequate, resulting in high unmet need. VistaGen's
pipeline is
focused on clinical-stage CNS drug candidates with a differentiated
mechanism of action, an exceptional safety profile, and therapeutic
potential in multiple CNS markets. For more information, please
visit www.vistagen.com
and connect with VistaGen on Twitter,
LinkedIn and
Facebook.
About Lincoln Park Capital Fund, LLC (LPC)
LPC is a long-only institutional investor headquartered in Chicago,
Illinois. LPC’s experienced professionals manage a portfolio
of investments in public and private entities. These investments
are in a wide range of companies and industries emphasizing life
sciences and technology. LPC’s investments range from
multi-year financial commitments to fund growth to special
situation financings to long-term strategic capital offering
companies’ flexibility and consistency. For more information,
please visit
www.lpcfunds.com.
Forward-Looking Statements
This
release contains various statements concerning VistaGen's future
expectations, plans and prospects, including without limitation,
our expectations regarding access to working capital and
development and commercialization of our CNS drug candidates. In
addition, statements concerning the Company’s future
expectations may include statements regarding intellectual property
and commercial protection of each of our drug candidates. Each of
these statements constitute forward-looking statements for the
purposes of the safe harbor provisions under the Private Securities
Litigation Reform Act of 1995. These forward-looking statements are
neither promises nor guarantees of future performance and are
subject to a variety of risks and uncertainties, many of which are
beyond our control, and may cause actual results to differ
materially from those contemplated in these forward-looking
statements. Those risks include the following: (i) we may encounter
unexpected adverse events in patients during our clinical
development of any product candidate that cause us to discontinue
further development; (ii) we may not be able to successfully
demonstrate the safety and efficacy of our product candidates at
each stage of clinical development; (iii) success in preclinical
studies or in early-stage clinical studies may not be repeated or
observed future studies, and ongoing or future preclinical and
clinical results may not support further development of, or be
sufficient to gain regulatory approval to market any of our product
candidates; (iv) decisions or actions of regulatory agencies may
negatively affect the progress of, and our ability to proceed with,
further clinical studies or to obtain marketing approval for our
drug candidates; (v) we may not be able to obtain or maintain
adequate intellectual property protection and other forms of
marketing and data exclusivity for our product candidates; (vi) we
may not have access to or be able to secure substantial additional
capital under the common stock purchase agreement with LPC or
otherwise, to support our operations, including our ongoing
nonclinical and clinical development activities; and (vii) we may
encounter technical and other unexpected hurdles in the
manufacturing and development of any of our product candidates.
Certain other risks are more fully discussed in the section
entitled "Risk Factors" in our most recent annual report on Form
10-K, and subsequent quarterly reports on Form 10-Q, as well as
discussions of potential risks, uncertainties, and other important
factors in our other filings with the SEC. Our SEC filings are
available on the SEC's website at www.sec.gov. In
addition, any forward-looking statements represent our views only
as of the issuance of this release and should not be relied upon as
representing our views as of any subsequent date. We explicitly
disclaim any obligation to update 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
Media Contact
Caitlin
Kasunich / Lisa Lipson
KCSA
Strategic Communications
Phone:
+1 (212) 896-1241/+1 (508) 843-6428
Email: VistaGen@KCSA.com