Attached files
Exhibit
99.1
December 22,
2020
VistaGen
Therapeutics Announces Closing of $100 Million Underwritten Public
Offering
SOUTH SAN
FRANCISCO, Calif., Dec. 22, 2020 (GLOBE NEWSWIRE) --
VistaGen Therapeutics,
Inc. (NASDAQ: VTGN) (“VistaGen”), a biopharmaceutical
company committed to developing a new generation of medicines with
potential to go beyond the current standard of care for anxiety,
depression and other central nervous system (CNS) disorders, today
announced the closing of its $100 million underwritten public
offering consisting of 63,000,000 shares of its common stock at an
offering price of $0.92 per share, par value $0.001 per share (the
“Common Stock”), and 2,000,000 shares of its Series D
convertible preferred stock (“Series D Preferred
Stock”) at a public offering price of $21.16 per share. All
of the securities in the offering were sold by
VistaGen.
Lead investors that participated in
the offering include Acuta Capital, New Enterprise Associates
(NEA), OrbiMed and Venrock Healthcare Capital Partners, among
others.
Each share of the Series D
Preferred Stock is convertible into 23 shares of Common Stock at
any time at the option of the holder, provided, that no such
conversion will be permitted until VistaGen’s stockholders
approve an amendment to its articles of incorporation increasing
the number of authorized shares of Common Stock in an amount
sufficient to permit the conversion in full of the Series D
Preferred Stock.
VistaGen intends to use the net
proceeds from the offering for research, development and
manufacturing and regulatory expenses associated with continuing
development of PH94B, PH10, AV-101, and potential drug candidates
to expand its CNS pipeline and for other working capital and
general corporate purposes.
Jefferies LLC and William Blair
& Company, L.L.C. acted as joint book-running managers for the
offering and Maxim Group LLC acted as a financial
advisor.
The public offering was made
pursuant to a shelf registration statement on Form S-3 (File No.
333-234025), previously filed with the Securities and Exchange
Commission (the SEC) and declared effective on October 7, 2019. A
final prospectus supplement and accompanying prospectus, and an
issuer free writing prospectus, each of which form a part of the
registration statement, were filed by VistaGen with the Securities
and Exchange Commission (“SEC”). All offers of
securities were made by means of the final prospectus supplement
and accompanying prospectus, and the issuer free writing
prospectus. The final prospectus supplement and accompanying
prospectus, and the issuer free writing prospectus related to the
offering are available on the SEC's website at www.sec.gov.
Copies of the final prospectus
supplement and the accompanying prospectus, and the issuer free
writing prospectus for the offering may also be obtained by
contacting: Jefferies LLC by mail at Attention: Equity Syndicate
Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY,
10022 or by telephone at +1-877-547-6340, or by email at
prospectus_department@jefferies.com
or William Blair & Company, L.L.C., Attention: Prospectus
Department, 150 North Riverside Plaza, Chicago, IL 60606 or by
email at prospectus@williamblair.com
or by telephone at +1-800-621-0687.
This press release does not
constitute an offer to sell or the solicitation of an offer to buy,
nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such state or
jurisdiction.
About
VistaGen
VistaGen Therapeutics, Inc. is a
biopharmaceutical company committed to developing and
commercializing innovative medicines with potential to go beyond
the current standard of care for anxiety, depression and other CNS
disorders. Each of VistaGen’s three drug candidates has a
differentiated potential mechanism of action, has been
well-tolerated in all clinical studies to date and has therapeutic
potential in multiple CNS markets.
Forward-Looking
Statements
Certain of the statements made in this press
release are forward-looking. Actual results or developments may
differ materially from those projected or implied in these
forward-looking statements. Factors that may cause such a
difference include, without limitation, risks and uncertainties
related to uncertainties regarding the impact of the COVID-19
pandemic, market and other conditions, and the impact of general
economic, industry or political conditions in the United States or
internationally. You should not place undue reliance on these
forward-looking statements, which apply only as of the date of this
press release. Other risks and uncertainties include, but are not
limited to, issues related to: adverse healthcare reforms and
changes of laws and regulations; manufacturing and marketing risks,
including risks related to the COVID-19 pandemic, which may
include, but are not limited to, unavailability of or delays in
delivery of raw materials for manufacture of its CNS drug
candidates and difficulty in conducting clinical trials; inadequate
and/or untimely supply of one or more of its CNS drug candidates to
meet demand; entry of competitive products; and other technical and
unexpected hurdles in the development, manufacture and
commercialization of its CNS drug candidates, as well as those
risks more fully discussed in the section entitled "Risk Factors"
in our most recent Annual Report on Form 10-K for the year ended
March 31, 2020, and in our most recent Quarterly Report on Form
10-Q for the quarter and six months ended September 30, 2020, 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
Source:
VistaGen Therapeutics, Inc.