Attached files
Exhibit
99.2
December 18,
2020
VistaGen
Therapeutics Announces Pricing of Underwritten Public
Offering
SOUTH
SAN FRANCISCO, Calif., Dec. 18, 2020 (GLOBE NEWSWIRE) --
VistaGen Therapeutics, Inc.
(NASDAQ: VTGN), 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 pricing of its
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.
Gross
proceeds from the offering, before underwriting discounts and
commissions and estimated offering expenses, are expected to be
$100 million. All of the securities in the offering are being sold
by VistaGen.
Each
share of the Series D Preferred Stock will be initially 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.
The
offering is expected to close on or about December 22, 2020,
subject to customary closing conditions.
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. are acting as joint
book-running managers for the offering.
The
public offering is being 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. The securities may be offered only by
means of a prospectus supplement and accompanying prospectus that
form a part of the registration statement. In connection with the
offering, a preliminary prospectus supplement, including the
accompanying prospectus, describing the terms of the offering was
filed with the SEC on December 17, 2020. A final prospectus
supplement relating to and describing the terms of the offering
will be filed with the SEC and will be available on the SEC's
website at www.sec.gov.
When available, copies of the final prospectus supplement and the
accompanying prospectus relating to 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,
such as those, among others, relating to our expectations regarding
the completion of the proposed public offering. 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 whether or not we will be able to raise capital through
the sale of shares of Common Stock and preferred stock, the final
terms of the proposed public offering, market and other conditions,
the satisfaction of customary closing conditions related to the
proposed public offering and the impact of the COVID-19 pandemic,
general economic, industry or political conditions in the United
States or internationally. There can be no assurance that we will
be able to complete the proposed public offering on the anticipated
terms, or at all. We will need to raise additional capital to fund
our operations and may be unable to raise capital when needed,
which would force us to delay, reduce or eliminate our product
development programs or commercialization efforts. 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.