Attached files
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EX-5 - OPINION OF WOODBURN AND WEDGE - VistaGen Therapeutics, Inc. | ex5-1.htm |
EX-1.1 - UNDERWRITING AGREEMENT - VistaGen Therapeutics, Inc. | ex1-1.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): May 14,
2021
VistaGen Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
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:
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 May 14, 2021,
VistaGen Therapeutics, Inc., a Nevada corporation (the
“Company”), entered into an Open Market Sale
AgreementSM
(the “Sales
Agreement”) with
Jefferies LLC, as sales agent (“Jefferies”), with respect to an at-the-market
offering program under which the Company may offer and sell, from
time to time, shares of its common stock, par value $0.001 per
share (the “Common
Stock”), having an
aggregate offering price of up to $75.0 million (the
“Shares”) through Jefferies as its sales
agent.
Under
the Sales Agreement, if and when directed by the Company, Jefferies
may sell the Shares by any method permitted by law and deemed to be
an “at the market offering” as defined in Rule
415(a)(4) promulgated under the Securities Act of 1933, as amended,
including block transactions, sales made directly on the Nasdaq
Capital Market or any other trading market for the Common Stock. In
addition, under the Sales Agreement, Jefferies may sell the Shares
in negotiated transactions with the Company’s consent. Under
certain circumstances, the Company may instruct Jefferies not to
sell the Shares if the sales cannot be effected at or above the
price designated by the Company from time to time.
The
Company will pay Jefferies a commission equal to three percent
(3.0%) of the aggregate gross proceeds from each sale of the Shares
as directed by the Company and sold through Jefferies under the
Sales Agreement. The Sales Agreement contains customary
representations, warranties and agreements by the Company, and
customary indemnification and contribution rights and obligations
of the parties. The Sales Agreement will terminate upon the earlier
of (i) the sale of all Shares subject to the Sales Agreement or
(ii) the termination of the Sales Agreement by Jefferies or the
Company, as permitted therein.
Any Shares to be offered and sold under the Sales
Agreement will be issued and sold pursuant to the Company’s
effective shelf registration statement filed with the Securities
and Exchange Commission (the “SEC”) on March 15, 2021, and declared effective
on March 26, 2021 (File No. 333-254299). The Company filed a
prospectus supplement with the SEC on May 14, 2021 in
connection with the offer and sale of the Shares pursuant to the
Sales Agreement.
The
foregoing description of the Sales Agreement does not purport to be
complete and is qualified in its entirety by reference to the full
text of the Sales Agreement, a copy of which is attached as Exhibit
1.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
A
copy of the legal opinion of Woodburn and Wedge relating to the
validity of the Shares to be issued and sold pursuant to the Sales
Agreement is attached hereto as Exhibit 5.1.
This
Current Report on Form 8-K shall not constitute an offer to sell or
the solicitation of an offer to buy any Shares, nor shall there be
any offer, solicitation or sale of the Shares in any state or
country in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of
any such state or country.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Index
Exhibit No.
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Description
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Open Market Sale AgreementSM,
dated May 14, 2021, by and between VistaGen Therapeutics, Inc. and
Jefferies LLC.
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Opinion of Woodburn and Wedge.
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Consent of Woodburn and Wedge (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:
May 14, 2021
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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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