Attached files
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| EX-99.1 - PRESS RELEASE - VistaGen Therapeutics, Inc. | ex99-1.htm |
| EX-10.2 - MATERIAL CONTRACTS - VistaGen Therapeutics, Inc. | ex10-2.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): September 11, 2018
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))
Item
1.01
Entry into a Material Definitive Agreement.
On September 11, 2018,
VistaGen Therapeutics, Inc. (the “Company”)
entered into a License Agreement (the “PH94B
License Agreement”) with Pherin
Pharmaceuticals, Inc. (“Pherin”),
pursuant to which the Company received an exclusive license for the
worldwide rights to develop and commercialize PH94B, a drug
candidate administered as a nasal spray for as-needed
(“PRN”),
intermittent and long-term treatment of social anxiety disorder
(“SAD”)
(the “PH94B
License”). As
consideration for the PH94B License, the Company issued to Pherin
$2.0 million worth of the Company’s unregistered common
stock, par value $0.001 per share (“Common
Stock”), or a total of
1,449,276 shares, at a price equal to the prior day’s closing
price of the Company’s Common Stock, as reported on the
Nasdaq Capital Market (the “PH94B
Shares”). The Company
will also pay to Pherin nominal monthly development support
payments for a term of the earlier of 18 months or the termination
of the PH94B Agreement, as well as additional payments and
royalties in the
future, in
the event certain performance-based milestones and commercial sales
are achieved.
In addition to the
PH94B License Agreement, on September 11, 2018, the Company and
Pherin entered into a 24-month option agreement (the
“PH10
Option Agreement”), pursuant to
which the Company received an exclusive option to acquire an
exclusive license for the worldwide rights to develop and
commercialize PH10, an investigational synthetic neuroactive
steroid drug candidate administered as a nasal spray, currently in
Phase 2 development for the treatment of major depressive disorder
(“MDD”)
(the “PH10
Option”). As
consideration for the PH10 Option, the Company issued to Pherin an
additional $250,000 worth of unregistered Common Stock, or a total
of 181,159 shares, at a price equal to the prior day’s
closing price of the Company’s Common Stock, as reported on
the Nasdaq Capital Market (the “PH10
Shares”).
The foregoing
description of the PH94B License Agreement and PH10 Option
Agreement do not purport to be complete, and are qualified in their
entirety by reference to such agreements, copies of which are
attached to this Current Report on Form 8-K.
Item
3.02
Unregistered Sales of Equity Securities.
See Item 1.01 above with respect to the issuance of the PH94B
Shares and the PH10 Shares.
In connection with the Company’s 2018 Private Placement, as
previously disclosed in the Current Report on Form 8-K, filed on
August 9, 2018, and the Company’s Quarterly Report on Form
10-Q for the period ended June 30, 2018, filed on August 14, 2018,
the Company has accepted Subscription Agreements for an additional
$1,368,750 of units, consisting of 1,095,000 unregistered shares of
Common Stock and Warrants, exercisable after March 31, 2019 and
through February 28, 2022, to purchase up to 1,095,000 shares of
unregistered Common Stock at $1.50 per share. To date, the
Company has received a total of $4,778,750 under the 2018 Private
Placement, which the Company intends to use for general working
capital purposes.
The issuances of the PH94B
Shares, the PH10 Shares and the shares of Common Stock and Warrants
in connection with the 2018 Private Placement were exempt from the
registration requirements of the Securities Act of 1933, as amended
(the “Securities
Act”), in reliance on the
exemptions provided by Section 4(a)(2) of the Securities Act as
provided in Rule 506 of Regulation D promulgated thereunder. The
PH94B Shares, the PH10 Shares, the 2018 Private Placement shares of
Common Stock and Warrants, and the Common Stock issuable upon
exercise of the Warrants, have not been registered under the
Securities Act or any other applicable securities laws, and unless
so registered, may not be offered or sold in the United States
except pursuant to an exemption from the registration requirements
of the Securities Act.
Item
8.01
Other Events.
The Company today issued a press release announcing the execution
of the PH94B License Agreement and the PH10 Option Agreement. A
copy of the press release is attached hereto as Exhibit 99.1, and
is incorporated by reference herein.
Item
9.01
Exhibits.
See Exhibit Index.
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:
September 13, 2018
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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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EXHIBIT INDEX
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Exhibit Number
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Description
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License
Agreement, by and between VistaGen Therapeutics, Inc. and Pherin
Pharmaceuticals, Inc., dated September 11, 2018
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Option
Agreement, by and between VistaGen Therapeutics, Inc. and Pherin
Pharmaceuticals, Inc., dated September 11, 2018
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Press
release issued by VistaGen Therapeutics Inc., dated September 13,
2018.
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+
Confidential
treatment has been requested for certain confidential portions of
this exhibit pursuant to Rule 24b-2 under the Securities Exchange
Act of 1934. In accordance with Rule 24b-2, these confidential
portions have been omitted from this exhibit and filed separately
with the Securities and Exchange Commission.