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): August 31, 2017
VistaGen Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
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NEVADA
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001-37761
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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))
Item 1.01. Entry into a Material Definitive
Agreement.
On August 31, 2017, VistaGen Therapeutics, Inc.
(the “Company”) entered into an underwriting agreement
(the “Underwriting
Agreement”) with
Oppenheimer & Co. Inc. (the “Underwriter”), relating to the issuance and sale (the
“Offering”) of 1,371,430 shares (the
“Shares”) of the Company’s common stock,
$0.001 par value per share (the “Common
Stock”), and warrants to
purchase an aggregate total of 1,892,572 shares of Common Stock,
consisting of Series A1 Warrants to purchase up to 1,388,931 shares
of Common Stock and Series A2 Warrant to purchase up to 503,641
shares of Common Stock (the Series A1 Warrants and Series A2
Warrants are collectively referred herein as the
“Warrants”). Each share of Common Stock is being sold
together with 1.0128 Series A1 Warrants, each whole Series A1
Warrant to purchase one share of Common Stock, and 0.3672 of a
Series A2 Warrant, each whole Series A2 Warrant to purchase one
share of Common Stock, at a
public offering price of $1.75 per share and related
Warrants.
Pursuant
to the terms of the Underwriting Agreement, the Underwriter has
agreed to purchase the Shares and Warrants from the Company at a
price of $1.6275 per share and related Warrants. Each Series A1
Warrant is exercisable six months from the date of issuance, while
the Series A2 Warrants are immediately exercisable. Both Warrants
have an exercise price of $1.82 per whole share, and expire five
years from the date first exercisable.
The
net proceeds to the Company from the sale of the Shares and
Warrants, after deducting the underwriting discount and estimated
offering expenses payable by the Company, are expected to be
approximately $2.0 million. The Offering is expected to close on
September 6, 2017, subject to the satisfaction of customary closing
conditions.
This
Offering is being made pursuant to the Company’s effective
shelf registration statement on Form S-3 (File No. 333-215671)
filed with the Securities and Exchange Commission on January 23,
2017, and declared effective on July 27, 2017, including the base
prospectus dated July 27, 2017 included therein and the related
prospectus supplement.
The
Underwriting Agreement contains customary representations,
warranties and agreements by the Company, customary conditions to
closing, indemnification obligations of the Company and the
Underwriters, including for liabilities under the Securities Act of
1933, as amended, other obligations of the parties, and termination
provisions.
Pursuant
to the Underwriting Agreement, subject to certain exceptions, the
Company has agreed for a period of 75 days after the date of the
final prospectus supplement relating to the Offering and its
directors and officers have agreed for a period of 90 days after
the date of the final prospectus supplement relating to the
Offering not to sell or otherwise dispose of any of the
Company’s securities held by them without first obtaining the
written consent of the Underwriter.
The
foregoing is only a brief description of the material terms of the
Underwriting Agreement, does not purport to be a complete
description of the rights and obligations of the parties
thereunder, and is qualified in its entirety by reference to the
Underwriting Agreement that is filed as Exhibit 1.1 to this Current
Report on Form 8-K and incorporated by reference
herein.
The
Underwriting Agreement has been attached hereto as an exhibit to
provide investors and security holders with information regarding
its terms. It is not intended to provide any other factual
information about the Company. The representations, warranties and
covenants contained in the Underwriting Agreement were made only
for purposes of the Underwriting Agreement and as of specific
dates, were solely for the benefit of the parties to the
Underwriting Agreement, and may be subject to limitations agreed
upon by the contracting parties, including being qualified by
confidential disclosures exchanged between the parties in
connection with the execution of the Underwriting
Agreement.
The
legal opinion of Disclosure Law Group, a Professional Corporation,
relating to the Common Stock and Warrants being offered is filed as
Exhibit 5.1 to this Current Report on Form 8-K.
Item 7.01. Regulation FD Disclosure.
On
August 31, 2017, the Company issued a press release announcing the
pricing and terms of the Offering. A copy of the press release is
attached hereto as Exhibits 99.1, and is each incorporated herein
by reference.
Pursuant
to the rules and regulations of the Securities and Exchange
Commission, the information in this Item 7.01 disclosure, including
Exhibit 99.1 and information set forth therein, is deemed to have
been furnished and shall not be deemed to be “filed”
under the Securities Exchange Act of 1934.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits.
Pursuant
to the rules and regulations of the Securities and Exchange
Commission, the attached exhibits are deemed to have been filed
with the Securities and Exchange Commission:
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Exhibit Number
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Description
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Underwriting
Agreement, dated as of August 31, 2017, by and between
VistaGen Therapeutics, Inc. and Oppenheimer & Co.
Inc.
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Form of
Series A1 Warrant
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Form of
Series A2 Warrant
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Opinion
of Disclosure Law Group, a Professional Corporation
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Consent
of Disclosure Law Group, a Professional Corporation (included in
Exhibit 5.1)
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Press
Release issued by VistaGen Therapeutics, Inc. dated August 31,
2017
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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:
August 31, 2017
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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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