Attached files
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| EX-99.1 - PRESS RELEASE - VistaGen Therapeutics, Inc. | ex99-1.htm |
| EX-10.1 - MATERIAL CONTRACTS - VistaGen Therapeutics, Inc. | ex10-1.htm |
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): June 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.
On June 24, 2020, VistaGen Therapeutics, Inc. (the
“Company”) entered into a license and
collaboration agreement (the “License
Agreement”)
with EverInsight Therapeutics Inc., a company
incorporated under the laws of the British Virgin Islands
(“EverInsight”), pursuant to which
the Company
granted EverInsight an exclusive license to develop and
commercialize PH94B, the Company’s novel, rapid-onset
neurosteroid drug candidate for multiple anxiety-related disorders,
in Greater China (which includes Mainland China, Hong Kong, Macau
and Taiwan), South Korea and Southeast Asia (which includes
Indonesia, Malaysia, Philippines, Thailand and Vietnam)
(collectively, the “Territory”). The Company retains development and
commercialization rights for PH94B in the rest of the
world.
Under
the terms of the License Agreement, the Company is entitled to
receive an upfront payment of $5.0 million. The Company may also
receive up to an additional $172 million in milestone payments upon
EverInsight’s achievement of certain developmental,
regulatory and sales milestone events related to PH94B. The Company
is also entitled to receive certain royalties on net sales, if any,
of PH94B in the Territory following receipt of any required
regulatory approval. In addition, EverInsight has the
right to sublicense to affiliates and third parties in the
Territory.
EverInsight is
responsible for all costs related to developing, obtaining
regulatory approval of and commercializing PH94B in the Territory.
A joint development committee will be established between the
Company and EverInsight to coordinate and review the
development and commercialization plans with respect to PH94B in
the Territory.
Unless
earlier terminated due to certain material breaches of the
contract, or otherwise, the License Agreement will expire
on a jurisdiction-by-jurisdiction basis until the latest to
occur of expiration of the last valid claim under a licensed patent
of PH94B in such jurisdiction, the expiration of regulatory
exclusivity in such jurisdiction or ten years after the first
commercial sale of PH94B in such jurisdiction.
The
foregoing description is a summary of certain terms of the License
Agreement, and, by its nature, is incomplete. The description
contained herein is qualified in its entirety by reference to the
License Agreement, which is filed as Exhibit 10.1 hereto and is
incorporated herein by reference. Certain portions of the License
Agreement have been omitted from the version of the License
Agreement attached to this Current Report on Form 8-K.
Item 8.01 Other Events.
On
June 25, 2020, the Company issued a press release announcing the
execution of the License Agreement, a copy of which is filed
herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Index
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Exhibit No.
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Description
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License
and Collaboration Agreement, by and between VistaGen Therapeutics,
Inc. and EverInsight Therapeutics Inc., dated June 24,
2020
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Press
Release issued by VistaGen Therapeutics, Inc., dated June 25,
2020
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+
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Pursuant to Item 601(b)(10) of Regulation S-K, certain
confidential portions of this exhibit (indicated by
“[*****]”) have been omitted as the Company has
determined (i) the omitted information is not material and (ii) the
omitted information would likely cause harm to the Company if
publicly disclosed.
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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:
June 26, 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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