Filed Pursuant to Rule 424(b)(5)
Registration No. 333-234025
Prospectus
Supplement
(To
Prospectus Dated September 30, 2019)
3,870,077 Shares of Common Stock
Pursuant to this prospectus supplement and the
accompanying prospectus, we are offering 3,870,077 shares of
our common stock, par value $0.001 per share, at a price of
$0.71058 per share, to certain institutional and accredited
investors, pursuant to this prospectus supplement and the
accompanying prospectus and a securities purchase
agreement with such investors.
In a concurrent private placement, we are
selling to such investors warrants to purchase up to 3,870,077
shares which represents 100% of the number of shares of our common
stock being purchased in this offering at an exercise price of
$0.73 per share (the Warrants). The Warrants will first become exercisable six
months and one day following the date of issuance, and will
terminate five years from the date of issuance. The Warrants and
the shares of our common stock issuable upon the exercise of the
Warrants are being offered pursuant to the exemption provided in
Section 4(a)(2) under the Securities Act of 1933, as amended
(the Securities
Act), and Rule 506(b)
promulgated thereunder, and they are not being offered pursuant to
this prospectus supplement and the accompanying prospectus. The
Warrants are not and will not be listed for trading on any national
securities exchange. Each purchaser will be an “accredited
investor” as such term is defined in Rule 501(a) under the
Securities Act.
Our
common stock is presently traded on the Nasdaq Capital Market under
the symbol “VTGN.” On January 23, 2020, the last
reported sale price of our common stock was $0.7289 per share.
There is no established trading market for the Warrants being
issued in the concurrent private placement, and we do not expect a
market to develop. In addition, we do not intend to apply for the
listing of the Warrants on any national securities exchange or
other trading market. Without an active trading market, the
liquidity of the Warrants will be limited.
As
of January 24, 2020, the aggregate market value of our voting and
non-voting common stock held by non-affiliates pursuant to General
Instruction I.B.6. of Form S-3 was $44,278,785 which was calculated
based on 43,840,381 outstanding shares of our common stock held by
non-affiliates and at a price of $1.01 per share, the closing sale
price of our common stock reported on the Nasdaq Capital Market on
December 16, 2019. As a result, we are eligible to offer and sell
up to an aggregate of $14,758,119 of shares of our common stock
pursuant to General Instruction I.B.6. of Form S-3. Following this
offering, we will have sold securities with an aggregate market
value of $14,250,000 pursuant to General Instruction I.B.6. of Form
S-3 during the prior 12 calendar month period that ends on, and
includes, the date of this prospectus supplement.
Investing
in our securities involves a high degree of risk. You should review
carefully the risks and uncertainties described under the heading
“Risk Factors” beginning on page 9 of this
prospectus, and under similar headings in any amendments or
supplements to this prospectus.
Neither
the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus. Any
representation to the contrary is a criminal offense.
Delivery of the
shares of common stock will be made on or about January 24, 2020, subject to the
satisfaction of certain closing conditions.
The date of this
prospectus supplement is January
24, 2020
VISTAGEN THERAPEUTICS,
INC.
TABLE OF CONTENTS
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Prospectus Supplement
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S-1
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S-2
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S-7
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S-9
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S-10
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S-11
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S-12
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S-13
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S-14
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S-15
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S-16
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S-16
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S-16
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S-17
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Prospectus
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ABOUT THIS PROSPECTUS
SUPPLEMENT
This prospectus
supplement and the accompanying prospectus form a part of a
registration statement on Form S-3 that we filed with the
Securities and Exchange Commission (the SEC) utilizing a “shelf”
registration process. This document is in two parts. The first part
is the prospectus supplement, which describes the specific terms of
this offering. The second part, the accompanying prospectus,
provides more general information about the securities we may offer
from time to time, some of which may not apply to the securities
offered by this prospectus supplement. Generally, when we refer to
this prospectus, we are referring to both parts of this document
combined. Before you invest, you should carefully read this
prospectus supplement, the accompanying prospectus, all information
incorporated by reference herein and therein, and the additional
information described under “Where You Can Find More
Information” on page S-16 of this prospectus
supplement. These documents contain information you should consider
when making your investment decision. This prospectus supplement
may add, update or change information contained in the accompanying
prospectus. To the extent that any statement that we make in this
prospectus supplement is inconsistent with statements made in the
accompanying prospectus or any documents incorporated by reference
therein, the statements made in this prospectus supplement will be
deemed to modify or supersede those made in the accompanying
prospectus and such documents incorporated by reference
therein.
We have not
authorized any other person to provide you with any information
that is different. We are offering to sell, and seeking offers to
buy, our securities only in jurisdictions where offers and sales
are permitted. The distribution of this prospectus supplement and
the accompanying prospectus and the offering of the securities in
certain jurisdictions may be restricted by law. Persons outside the
United States who come into possession of this prospectus
supplement and/or the accompanying prospectus must inform
themselves about, and observe any restrictions relating to, the
offering of the securities and the distribution of this prospectus
supplement and/or the accompanying prospectus outside the United
States. This prospectus supplement and the accompanying prospectus
do not constitute, and may not be used in connection with, an offer
to sell, or a solicitation of an offer to buy, any securities
offered by this prospectus supplement and the accompanying
prospectus by any person in any jurisdiction in which it is
unlawful for such person to make such an offer or
solicitation.
We further note
that the representations, warranties and covenants made by us in
any agreement that is filed as an exhibit to any document that is
incorporated by reference in the accompanying prospectus were made
solely for the benefit of the parties to such agreement, including,
in some cases, for the purpose of allocating risk among the parties
to such agreements, and should not be deemed to be a
representation, warranty or covenant to you. Moreover, such
representations, warranties or covenants were accurate only as of
the date when made. Accordingly, such representations, warranties
and covenants should not be relied on as accurately representing
the current state of our affairs.
Unless the context
otherwise requires, references in this prospectus supplement to
“we”,
“us” and
“our” refer to
VistaGen Therapeutics, Inc.
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PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights selected information about our company,
this offering and information appearing elsewhere in this
prospectus supplement, in the accompanying prospectus, in the
documents we incorporate by reference and in any free writing
prospectus that we have authorized for use in connection with this
offering. This summary is not complete and does not contain all the
information that you should consider before investing in our
securities. You should read this entire prospectus supplement and
the accompanying prospectus carefully, including the “Risk
Factors” contained in this prospectus supplement, the
accompanying prospectus and the financial statements and the notes
thereto incorporated by reference in this prospectus supplement and
the accompanying prospectus and the other information that we
incorporated by reference herein, including our Annual Report on
Form 10-K and Quarterly Reports on Form 10-Q we
file from time to time.
Business
Overview
We are a clinical-stage
biopharmaceutical company committed to developing differentiated
new generation medications for central nervous system
(CNS) diseases and disorders with high unmet need. Our
product candidate portfolio includes three differentiated
clinical-stage candidates, PH94B, PH10 and AV-101, which we are
developing for multiple CNS indications. We aim to become a
fully-integrated biopharmaceutical company that develops and
commercializes innovative CNS therapies for large and growing
mental health and neurology markets where current treatments are
inadequate to meet the needs of millions of patients and caregivers
worldwide.
PH94B Neuroactive Nasal Spray for Anxiety-related
Disorders
PH94B is a novel, fast-acting CNS neuroactive
nasal spray administered in microgram doses. We are initially
developing PH94B for treatment of social anxiety disorder
(SAD), which affects over 20 million Americans and,
according to the National Institutes of Health (NIH), is the third most common psychiatric condition
after depression and substance abuse. A person with SAD feels
symptoms of anxiety or fear in certain social situations, such as
meeting new people, dating, being on a job interview, answering a
question in class, or having to talk to a cashier in a store. Doing
everyday things in front of people - such as eating or drinking in
front of others or using a public restroom - also causes anxiety or
fear. The person is afraid that he or she will be humiliated,
judged, and rejected. The fear that people with SAD have in
social situations is so strong that they feel it is beyond their
ability to control. As a result, it gets in the way of going to
work, attending school, or doing everyday things in situations with
potential for interpersonal interaction. People with SAD may worry
about these and other things for weeks before they happen.
Sometimes, they end up staying away from places or events where
they think they might have to do something that will embarrass
them. Some people with SAD do not have anxiety in social
situations, but have performance anxiety instead. They feel
physical symptoms of anxiety in performance situations, such as
giving a lecture, a speech or a presentation at work, playing a
sports game, or dancing or playing a musical instrument on
stage. Without treatment, social anxiety disorder can last
for many years or a lifetime and prevent a person from reaching his
or her full potential. Unfortunately, SAD often predisposes to
depression and substance abuse.
Only three drugs, all oral antidepressants
(ADs), are approved by the U.S Food and Drug
Administration (FDA) specifically for treatment of SAD. These
FDA-approved ADs have slow onset of effect (often many weeks to
months) and significant side effects that may make them inadequate
or inappropriate treatment alternatives for many individuals
affected by SAD. VistaGen’s PH94B is fundamentally
differentiated from all current anxiolytics, including all ADs
approved for treatment of SAD. Intranasal administration of only
1.6 to 3.2 micrograms of PH94B activates nasal chemosensory
receptors that, in turn, engage key neural circuits in the brain
that lead to rapid suppression of fear and anxiety. In clinical
studies to date, PH94B has not shown psychological side effects,
systemic exposure, sedation or other safety concerns often
associated with the current ADs approved by the FDA for treatment
of SAD, as well as with benzodiazepines and beta blockers, which
are not approved by the FDA to treat SAD but are often prescribed
for treatment of SAD off-label.
In
a peer-reviewed, published double-blind, placebo-controlled Phase 2
clinical trial, PH94B neuroactive nasal spray was significantly
more effective than placebo in reducing both public-speaking and
social interaction anxiety on laboratory challenges of individuals
with SAD within 10 to 15 minutes of self-administration.
Based on its novel mechanism of pharmacological action, rapid-onset
of therapeutic effects and exceptional safety and tolerability
profile in Phase 2 clinical trials to date, we are preparing to
begin Phase 3 development of PH94B to become the first
FDA-approved, fast-acting, on-demand treatment for SAD. Additional
potential CNS indications for PH94B include general anxiety
disorder, peripartum anxiety (pre- and post-partum anxiety),
preoperative anxiety, panic disorder, post-traumatic stress
disorder and specific social phobias.
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PH10 Neuroactive Nasal Spray for Depression and Suicidal
Ideation
PH10 is also a novel, rapid-acting CNS neuroactive
nasal spray administered in microgram doses. PH10 also activates
nasal chemosensory receptors that, in turn, engage key neural
circuits in the brain that lead to rapid antidepressant effects
without the psychological side effects, systemic exposure or safety
concerns often associated with current oral ADs and ketamine-based
therapies (intravenous ketamine or esketamine nasal spray)
(KBT).
Depression is a serious medical illness and a
global public health concern that can occur at any time over a
person's life. While most people will experience depressed mood at
some point during their lifetime, major depressive disorder
(MDD) is different. MDD is the chronic, pervasive
feeling of utter unhappiness and suffering, which impairs daily
functioning. Symptoms of MDD include diminished pleasure or loss of
interest in activities, changes in appetite that result in weight
changes, insomnia or oversleeping, psychomotor agitation, loss of
energy or increased fatigue, feelings of worthlessness or
inappropriate guilt, difficulty thinking, concentrating or making
decisions, and thoughts of death or suicide and attempts at
suicide. Current FDA-approved medications available in the
multi-billion-dollar global AD market often fall far short of
satisfying the unmet medical needs of millions suffering from the
debilitating effects of depression.
While
current FDA-approved ADs are widely used, about two-thirds of
patients with MDD do not respond to their initial AD treatment.
Inadequate response to current ADs is among the key reasons MDD is
one of the leading public health concerns in the United States,
creating a significant unmet medical need for new agents with
fundamentally different mechanisms of action and side effect and
safety profiles.
In
an exploratory 30-patient Phase 2a clinical trial, PH10 was
well-tolerated and, at microgram doses, demonstrated rapid-onset
antidepressant effects, as measured by the Hamilton Depression
Rating Scale (HAM-D), without systemic psychological side effects
or safety concerns. PH10 is a new generation antidepressant with a
mechanism of action that is fundamentally different from all
current ADs.
Based
on positive results from this exploratory Phase 2a study, we are
planning and preparing for Phase 2b clinical development of PH10.
With its exceptional safety profile during clinical development to
date, we believe PH10, as an at-home therapy, has potential for
multiple applications in global depression markets, including as a
stand-alone front-line therapy for MDD, as an add-on therapy to
augment current FDA-approved ADs for patients with MDD who have an
inadequate response to standard ADs, and to prevent relapse
following successful treatment with KBT.
AV-101, an Oral NMDA Receptor Antagonist
AV-101 (4-Cl-KYN) belongs to a new generation of investigational
medicines in neuropsychiatry and neurology known as NMDA
(N-methyl-D-aspartate) glutamate receptor modulators. The NMDA
receptor (NMDAR) is a pivotal receptor in the brain and abnormal
NMDA function is associated with multiple CNS diseases and
disorders. AV-101 is an oral prodrug of 7-Cl-KYNA which binds
uniquely at the glycine site of the NMDAR.
In a recently-announced Phase 1b target engagement
study conducted by the Baylor College of Medicine with financial
support from the U.S. Department of Veterans Affairs (VA), 10
healthy volunteer U.S. military Veterans from Operation Enduring
Freedom, Operation Iraqi Freedom or Operation New Dawn received
single doses of AV-101 (720 mg and 1440 mg) and placebo, in a
double-blind, randomized, cross-over controlled trial. The primary
goal of the study was to identify and define a dose-response
relationship between AV-101 and multiple electrophysiological
(EEG) biomarkers related to NMDAR function, as well as
blood biomarkers associated with suicidality (the
Baylor
Study). The findings from the
Baylor Study suggest that, in healthy Veterans, the higher dose of
AV-101 (1440 mg) was associated with dose-related increase in the
40 Hz Auditory Steady State Response (ASSR), a robust measure of the integrity of inhibitory
interneuron synchronization. Findings from the Baylor Study were
presented in a poster titled "Evoked and Resting State Gamma
Mechanics to Test NMDA Receptor Engagement of Kynurenine Pathway
Modulator AV-101 in Healthy Veterans"
at the 2019 Annual Meeting of the American College of
Neuropsychopharmacology (ACNP) in December
2019.
Based
on the results of the Baylor Study and our recent preclinical
studies demonstrating the ability of probenecid, an anion transport
inhibitor, to markedly increase concentrations of AV-101
(approximately 7-fold) and its active metabolite 7-chloro-kynurenic
acid (approximately 35-fold) in the rodent brain, we believe it may
be possible to increase and prolong NMDAR antagonism even further
when AV-101 and probenecid are combined. As a result, we are
currently conducting additional AV-101 preclinical studies with
adjunctive probenecid. With its exceptional safety profile in all
clinical studies to date, we believe oral AV-101, when administered
together with probenecid, has potential as a novel oral
NMDAR-focused treatment for multiple CNS indications with high
unmet need, including dyskinesia associated with levodopa therapy
for Parkinson’s disease, epilepsy, MDD, neuropathic pain and
suicidal ideation. To date, the FDA has granted Fast Track
designation for development of AV-101 as an adjunctive treatment
for MDD and as a non-opioid treatment for chronic neuropathic
pain.
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VistaStem Therapeutics – Stem Cell Technology for Drug Rescue
and Regenerative Medicine
In addition to our current CNS product candidates,
we have stem cell technology-based, pipeline-enabling programs
through our wholly-owned subsidiary, VistaStem Therapeutics
(VistaStem). VistaStem is focused on applying pluripotent
stem cell (hPSC) technology to discover and develop, by
utilizing CardioSafe
3D, our customized cardiac
bioassay system, small molecule New Chemical Entities
(NCEs) for our CNS pipeline or for
out-licensing. VistaStem’s stem cell technology
involving hPSC-derived blood, cartilage, heart and liver cells has
multiple potential applications. To advance potential regenerative
medicine (RM) applications of VistaStem’s cardiac stem
cell technology, we licensed to BlueRock Therapeutics LP, a next
generation cell therapy and RM company which was acquired by Bayer
AG in 2019, rights to certain proprietary technologies relating to
the production of cardiac stem cells for the treatment of heart
disease (the BlueRock/Bayer
Agreement). In a manner
similar to the BlueRock/Bayer Agreement, we may pursue additional
collaborations or licensing transactions involving
VistaStem’s blood, cartilage, and/or liver cells derived from
hPSCs for cell-based therapy, cell repair therapy, RM and/or tissue
engineering.
Recent Developments
Fall 2019 Private Placement
Between October 30, 2019 and November 7, 2019, in
a self-placed private placement and pursuant to subscription
agreements received from certain accredited investors, we sold to
such investors units, at a purchase price of $1.00 per unit,
consisting of an aggregate of 650,000 unregistered shares of our
common stock and warrants, exercisable through November 1, 2023, to
purchase that number of unregistered shares of our common stock
equal to 50% of the shares of common stock purchased, at an
exercise price of $2.00 per share (the Fall 2019 Private
Placement).
Subsequent
to the November 7, 2019, we modified the warrants issued in
connection with the Fall 2019 Private Placement to (i) reduce the
exercise price from $2.00 per share to $0.50 per share and (ii) to
allow for the warrants to become immediately exercisable. In
addition, we issued additional warrants to the participants in the
Fall 2019 Private Placement to increase the number of unregistered
shares of common stock issuable upon exercise of the warrants from
50% to 100%. As a result, we issued warrants to purchase up to
650,000 shares of unregistered common stock to investors
participating in the Fall 2019 Private Placement.
Winter 2019 Warrant Modification
In December 2019, we modified outstanding warrants
previously issued as a part of completed private placements to
temporarily reduce, for a period of two years, the exercise price
of such warrants to $0.50 per share, in order to more closely align
the exercise price of the warrants with the trading price of our
common stock at such time (the Winter 2019 Warrant
Modification). As a result of
the Winter 2019 Warrant Modification, outstanding warrants to
purchase a total of approximately 6.6 million shares of common
stock were modified.
Following
the Winter 2019 Warrant Modification, investors holding a total
820,000 warrants elected to exercise their warrants at the reduced
price of $0.50 per share, resulting in proceeds to us of
$410,000.
December 19, 2019 Warrant Modification
On December 19, 2019, we modified outstanding
warrants previously issued as a part of a completed private
placement to permanently reduce the exercise price of such warrants
to $0.805 per share and to extend the term of such warrants through
December 31, 2022, in order to more closely align the exercise
price of the warrants with the current trading price of our common
stock and to provide additional time for the holders to exercise
the warrants (the December
19, 2019
Warrant Modification). As a
result of the December 19, 2019 Warrant Modification, outstanding
warrants to purchase a total of 80,431 shares of common stock were
modified.
Winter 2019 Warrant Offering
In December 2019, we commenced a self-placed
private placement of warrants to purchase unregistered shares of
our common stock at an offering price of $0.15 per warrant
(the Winter
2019 Warrant Offering).
Warrants offered and sold in the Winter 2019 Warrant Offering have
an exercise price of $0.50 per share and term of three years from
the issuance date. Over the course of the Winter 2019 Warrant
Offering, we sold warrants to purchase a total of 2.0 million
unregistered shares of common stock for proceeds to us of
$300,000.
Corporate
Information
VistaGen Therapeutics, Inc., a Nevada
corporation, is the parent of VistaGen Therapeutics, Inc. (dba
VistaStem Therapeutics, Inc.), a wholly owned California
corporation founded in 1998. Our principal executive offices are
located at 343 Allerton Avenue, South San Francisco, California
94080, and our telephone number is (650) 577-3600. Our website
address is www.vistagen.com.
The information contained on our website is not part of this
prospectus supplement or the accompanying prospectus. We have
included our website address as a factual reference and do not
intend it to be an active link to our website.
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The
Offering
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Common stock
offered by this prospectus supplement
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3,870,077 shares of common
stock.
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Common stock
outstanding before this offering
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44,092,965 shares.
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Common stock to be
outstanding after this offering
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47,963,042 shares.
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Concurrent private
placement
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We are offering
3,870,077 shares of our common
stock in this offering pursuant to this prospectus supplement and
the accompanying base prospectus and a securities purchase
agreement at a price of $0.71058 per share. In a concurrent private
placement, we are also selling to investors, Warrants to purchase
an additional 100% of the number of shares of common stock
purchased in this offering. Each Warrant will be exercisable for
one share of common stock at an exercise price of $0.73 per share, will first become exercisable six months and one
day following the date of issuance and will expire
five years following the date
of issuance.
The Warrants and
the shares of common stock issuable upon the exercise of the
Warrants (Warrant Shares)
are not being
registered under the Securities Act, pursuant to the registration
statement of which this prospectus supplement and the accompanying
prospectus form a part nor are such Warrants and Warrant Shares
being offered pursuant to this prospectus supplement and
accompanying prospectus. Instead, the Warrants are being offered
pursuant to an exemption provided in Section 4(a)(2) of the
Securities Act and Regulation D promulgated thereunder. Each
purchaser will be an “accredited investor” as such term
is defined in Rule 501(a) under the Securities Act. There is no
established public trading market for the Warrants, and we do not
expect a market to develop. In addition, the Warrants are not and
will not be listed for trading on any national securities
exchange.
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Offering price per
share
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$0.71058 per share
of common stock.
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Use of
proceeds
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We intend to use
the net proceeds from this offering primarily for research and
development expenses associated with continuing development of
PH94B, PH10, AV-101, potential drug rescue candidates, and for
other working capital and capital expenditures. See
“Use of
Proceeds” on page S-10.
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Nasdaq Capital
Market symbol
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Our common stock is
listed on the Nasdaq Capital Market under the symbol
“VTGN”.
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Risk
Factors
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Investing in our
common stock involves a high degree of risk. Please read the
information under the heading “Risk Factors” beginning on page
S-7 of this prospectus
supplement, beginning on page 3
of the accompanying prospectus and in the documents incorporated
herein and therein by reference.
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(1)
The
number of shares of our common stock that are and will be
outstanding immediately before and after this offering as shown
above is based on 44,092,965
shares outstanding as of January 24, 2020. The number of shares outstanding as
of January 24, 2020, as used
throughout this prospectus supplement, unless otherwise indicated,
excludes:
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750,000 shares of common stock reserved for
issuance upon conversion of 500,000 shares our Series A Preferred Stock
held by one institutional investor and one accredited individual
investor;
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1,160,240 shares of common stock reserved
for issuance upon conversion of 1,160,240 shares of our Series B 10%
Convertible Preferred Stock held by two institutional
investors;
●
2,318,012 shares of common stock reserved
for issuance upon conversion of 2,318,012 shares of our Series C
Convertible Preferred Stock held by one institutional
investor;
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22,685,204 shares of common stock that have
been reserved for issuance upon exercise of outstanding warrants,
with a weighted average exercise price of $1.80 per share;
●
10,003,088 shares of common stock reserved
for issuance upon exercise of outstanding stock options under our
2019 Omnibus Equity Incentive Plan, with a weighted average
exercise price of $1.36 per share;
●
6,730,162 shares of common stock reserved
for future issuance in connection with future grants under our 2019
Omnibus Equity Incentive Plan; and
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an
aggregate of 3,870,077 shares of common stock issuable upon the
exercise of the Warrants to be issued in the concurrent private
placement. See “Concurrent
Private Placement.”
Unless we
specifically state otherwise, all information in this prospectus
supplement assumes that the Warrants offered hereby are not
exercised.
RISK FACTORS
Our Annual Report on Form 10-K for the fiscal year ended March 31,
2019 and our Quarterly Report on Form 10-Q for the quarters ended
June 30, 2019 and September 30, 2019, which are incorporated by
reference into this prospectus supplement, as well as our other
filings with the SEC, include material risk factors relating to our
business. Those risks and uncertainties and the risks and
uncertainties described below are not the only risks and
uncertainties that we face. Additional risks and uncertainties that
are not presently known to us or that we currently deem immaterial
or that are not specific to us, such as general economic
conditions, may also materially and adversely affect our business
and operations. If any of those risks and uncertainties or the
risks and uncertainties described below actually occurs, our
business, financial condition or results of operations could be
harmed substantially. In such a case, you may lose all or part of
your investment. You should carefully consider the risks and
uncertainties described below and those risks and uncertainties
incorporated by reference into this prospectus supplement, as well
as the other information included in this prospectus supplement,
before making an investment decision with respect to our common
stock.
Risk Related to this Offering
The exercise of the Warrants may dilute the ownership interest of
our stockholders, including warrant holders who have previously
exercised their Warrants.
The
exercise of some or all of the Warrants will dilute the ownership
interests of stockholders. Any sales of our common stock issuable
upon the exercise of the Warrants could adversely affect prevailing
market prices of our common stock. In addition, the anticipated
exercise of the Warrants for shares of our common stock could
depress the price of our common stock.
We may be required to raise additional financing by issuing new
securities with terms or rights superior to those of our existing
securityholders, which could adversely affect the market price of
shares of our common stock and our business.
We
will require additional financing to fund future operations,
including our research and development activities for our product
candidates. We may not be able to obtain financing on favorable
terms, if at all. If we raise additional funds by issuing equity
securities, the percentage ownership of our current stockholders
will be reduced, and the holders of the new equity securities may
have rights superior to those of our existing security holders,
which could adversely affect the market price of our common stock
and the voting power of shares of our common stock. If we raise
additional funds by issuing debt securities, the holders of these
debt securities would similarly have some rights senior to those of
our existing securityholders, and the terms of these debt
securities could impose restrictions on operations and create a
significant interest expense for us which could have a materially
adverse effect on our business.
If you purchase shares of our common stock sold in this offering,
you will experience immediate and substantial dilution in your
investment. In addition, we may issue additional equity or
equity-linked securities in the future, which may result in
additional dilution to you.
The price per share of our common stock being
offered may be higher than the net tangible book value per share of
our outstanding common stock prior to this offering. Based on the
offering price of $0.71058 per share and our net tangible book
value as of September 30, 2019 of approximately $(0.09) per share,
if you purchase shares of common stock in this offering, you will
suffer immediate and substantial dilution of approximately $0.70
per share, representing the difference between the public offering
price per share and the net tangible book value per share of our
common stock as of September 30, 2019 after giving effect to this
offering. See the section entitled “Dilution” below for a more detailed discussion of
the dilution you will incur if you purchase common stock in this
offering.
In
addition, we expect that significant additional capital will be
needed in the future to continue our planned operations. To the
extent that we raise additional capital by issuing equity
securities, our existing shareholders’ ownership may
experience substantial dilution, and the terms of these securities
may include liquidation or other preferences that adversely affect
your rights as a common shareholder.
Sales of a substantial number of shares of our common stock, or the
perception that such sales may occur, may adversely impact the
price of our common stock.
Sales of a substantial number of shares of our
common stock in the public market could occur at any time. These
sales, or the perception that such sales may occur, may adversely
impact the price of our common stock, even if there is no
relationship between such sales and the performance of our
business. As of January 24, 2020, we have 44,092,965 shares of
common stock outstanding, as well as outstanding options to
purchase an aggregate of 10,003,088 shares of our common stock at a
weighted average exercise price of $1.36 per share, up to 4,228,252
shares of common stock issuable upon conversion of outstanding
shares of our preferred stock, up to 3,936,498 shares of common stock reserved for issuance as
payment of accrued dividends on outstanding shares of preferred
stock, and outstanding warrants to purchase up to an aggregate of
22,685,204 shares of our common stock at a weighted average
exercise price of $1.80 per share. The exercise and/or conversion
of such outstanding derivative securities may result in further
dilution of your investment.
Our management will have broad discretion in the use of the net
proceeds from this offering and may allocate the net proceeds from
this offering in ways that you and other stockholders may not
approve.
Our management will have broad discretion in the
use of the net proceeds, including for any of the purposes
described in the section entitled “Use of
Proceeds,” and you will
not have the opportunity as part of your investment decision to
assess whether the net proceeds are being used appropriately.
Because of the number and variability of factors that will
determine our use of the net proceeds from this offering, their
ultimate use may vary substantially from their currently intended
use. The failure of our management to use these funds effectively
could harm our business. Pending their use, we may invest the net
proceeds from this offering in short- and intermediate-term,
interest-bearing obligations, investment-grade instruments,
certificates of deposit or direct or guaranteed obligations of the
U.S. government. These investments may not yield a favorable return
to our stockholders.
CAUTIONARY NOTES
REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus supplement contains forward-looking statements that
involve substantial risks and uncertainties. All statements
contained in this prospectus supplement and the accompanying
prospectus, other than statements of historical facts, are
forward-looking statements including statements regarding our
strategy, future operations, future financial position, future
revenue, projected costs, prospects, plans, objectives of
management and expected market growth. These statements involve
known and unknown risks, uncertainties and other important factors
that may cause our actual results, performance or achievements to
be materially different from any future results, performance or
achievements expressed or implied by the forward-looking
statements.
The
words “anticipate,” “believe,”
“estimate,” “expect,” “intend,”
“may,” “plan,” “predict,”
“project,” “target,”
“potential,” “will,” “would,”
“could,” “should,” “continue,”
and similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain
these identifying words. These forward-looking statements include,
among other things, statements about:
●
the availability of capital to satisfy our working
capital requirements;
●
the accuracy
of our estimates regarding expenses, future revenues and capital
requirements;
●
our plans to develop and commercialize our any of
our current product candidates;
●
our
ability to initiate and complete our clinical trials and to advance
our product candidates into additional clinical trials, including
pivotal clinical trials, and successfully complete such clinical
trials;
●
regulatory developments in the U.S. and foreign
countries;
●
the
performance of our third-party contractors involved with the
manufacturer and production of our drug candidates for nonclinical
and clinical development activities, contract research
organizations and other third-party nonclinical and clinical
development collaborators and regulatory service
providers;
●
our ability to obtain and maintain intellectual
property protection for our core assets;
●
the size of the potential markets for our product
candidates and our ability to serve those
markets;
●
the rate and degree of market acceptance of our
product candidates for any indication once
approved;
●
the
success of competing products and product candidates in development
by others that are or become available for the indications that we
are pursuing;
●
the
loss of key scientific, clinical and nonclinical development,
and/or management personnel, internally or from one of our
third-party collaborators; and
●
other risks and uncertainties, including
those described under Item 1A, “Risk
Factors,” in our Annual
Report on Form 10-K for the fiscal year ended March 31, 2019 and
subsequent Quarterly Reports on Form 10-Q, which risk factors are
incorporated herein by reference.
These
forward-looking statements are only predictions and we may not
actually achieve the plans, intentions or expectations disclosed in
our forward-looking statements, so you should not place undue
reliance on our forward-looking statements. Actual results or
events could differ materially from the plans, intentions and
expectations disclosed in the forward-looking statements we make.
We have based these forward-looking statements largely on our
current expectations and projections about future events and trends
that we believe may affect our business, financial condition and
operating results. We have included important factors in the
cautionary statements included in this prospectus supplement, as
well as certain information incorporated by reference into this
prospectus supplement and the accompanying prospectus, that could
cause actual future results or events to differ materially from the
forward-looking statements that we make. Our forward-looking
statements do not reflect the potential impact of any future
acquisitions, mergers, dispositions, joint ventures or investments
we may make.
You
should read this prospectus supplement and the accompanying
prospectus with the understanding that our actual future results
may be materially different from what we expect. We do not assume
any obligation to update any forward-looking statements whether as
a result of new information, future events or otherwise, except as
required by applicable law.
USE OF PROCEEDS
We estimate that
the net proceeds from the sale of the shares of common stock that
we are offering will be approximately $2.68 million, after deducting estimated
offering expenses payable by us and excluding any proceeds we may
receive upon exercise of the Warrants being offered in the
concurrent private placement.
We currently intend
to use the net proceeds from the sale of the shares of common stock
offered by this prospectus supplement to fund continued development
of our CNS pipeline programs, and for general research and
development, working capital and general corporate
purposes.
Pending
other uses, we intend to invest our proceeds from the offering in
short-term investments or hold them as cash. We cannot predict
whether the proceeds invested will yield a favorable return. Our
management will have broad discretion in the use of the net
proceeds from this offering, and investors will be relying on the
judgment of our management regarding the application of the net
proceeds.
S-10
DIVIDEND POLICY
We
have never paid or declared any cash dividends on our common stock,
and we do not anticipate paying any cash dividends on our
common stock in the foreseeable future. Shares of our
Series B 10% Convertible Preferred Stock accrue dividends at a rate
of 10% per annum, which dividends are payable solely in
unregistered shares of our common stock at the time the Series B
10% Convertible Preferred Stock is converted into common
stock.
S-11
CONCURRENT PRIVATE
PLACEMENT
Concurrently
with the closing of the sale of shares of common stock in this
offering, we also expect to issue and sell to the investors,
Warrants to purchase an aggregate of up to 3,870,077 shares of our
common stock, pursuant to the terms and conditions of the
securities purchase agreement executed by the Company and each
investor on the date of this prospectus supplement and accompanying
prospectus. The Warrants and the shares of our common stock
issuable upon the exercise of the Warrants are not being registered
under the Securities Act, are not being offered pursuant to this
prospectus supplement and the accompanying prospectus and are being
offered pursuant to the exemption provided in
Section 4(a)(2) under the Securities Act and
Rule 506(b) promulgated thereunder. Accordingly,
investors may only sell shares of common stock issued upon exercise
of the Warrants pursuant to an effective registration statement
under the Securities Act covering the resale of those shares, an
exemption under Rule 144 under the Securities Act or another
applicable exemption under the Securities Act.
Below
is a summary of the terms of the Warrants to be offered and sold in
the concurrent private placement conducted alongside this
offering:
Exercisability. The
Warrants are exercisable six months and one day after the date of
issuance, and at any time thereafter up to the five year
anniversary of the date of issuance, at which time any unexercised
Warrants will expire and cease to be
exercisable.
Exercise
Price. The Warrants will
have an exercise price of $0.73 per share. The exercise price is
subject to appropriate adjustment in the event of certain stock
dividends and distributions, stock splits, stock combinations,
reclassifications or similar events affecting our common stock and
also upon any distributions of assets, including cash, stock or
other property to our stockholders.
Exercise
Limitation. A holder will
not have the right to exercise any portion of the Warrant if the
holder (together with its affiliates) would beneficially own in
excess of 4.99% of the number of shares of our common stock
outstanding immediately after giving effect to the exercise, as
such percentage ownership is determined in accordance with the
terms of the Warrants. However, any holder may increase or decrease
such percentage, provided that any increase will not be effective
until the 61st day after providing notice of such
election.
Cashless
Exercise. If, at the time a holder
exercises its Warrant, there is no effective registration statement
registering the resale of the shares underlying the warrant, then
in lieu of making the cash payment otherwise contemplated to be
made to us upon such exercise in payment of the aggregate exercise
price, the holder may elect instead to receive upon such exercise
(either in whole or in part) the net number of common shares
determined according to a formula set forth in the
Warrants.
Fundamental
Transactions. If a
fundamental transaction occurs, then the successor entity will
succeed to, and be substituted for us, and may exercise every right
and power that we may exercise and will assume all of our
obligations under the Warrants with the same effect as if such
successor entity had been named in the Warrants
itself.
Rights as a
Stockholder. Except as
otherwise provided in the Warrants or by virtue of such
holder’s ownership of shares of our common stock, the holder
of a Warrant does not have the rights or privileges of a holder of
our common stock, including any voting rights, until the holder
exercises the Warrant.
S-12
CAPITALIZATION
The
following table sets forth our cash and cash equivalents and
capitalization as of September 30, 2019:
●
on an actual basis; and
●
on
a pro forma basis giving effect to the issuance of shares of
common stock and warrants and the receipt of proceeds from the Fall
2019 Private Placement, the Winter 2019 Warrant Offering and the
exercise of warrants that were modified in connection with the
Winter 2019 Warrant Modification of approximately $1,360,000,
as well as the financial statement impact of the Winter 2019
Warrant Modification and the December 19, 2019 Warrant
Modification; and
●
on
a pro forma, as adjusted basis giving effect to the sale and
issuance by us of 3,870,077 shares of common stock in this
offering, at aa offering price of $0.71058 per share, and after
deducting estimated offering expenses payable by us.
|
As
of September 30, 2019
(amounts
in dollars and in thousands, except share and per share
amounts)
|
Actual
|
Pro
forma
|
Pro
forma, as adjusted
|
|
Cash and cash
equivalents
|
$4,072
|
$5,432
|
$8,115
|
|
|
|
|
|
|
Stockholders’
equity:
|
|
|
|
|
Preferred stock,
$0.001 par value, 10,000,000 shares authorized:
|
|
|
|
|
Series A Preferred,
500,000 shares authorized and outstanding, actual, pro forma and
pro forma, as adjusted
|
$1
|
$1
|
$1
|
|
Series B Preferred,
4,000,000 shares authorized and 1,160,240 shares outstanding,
actual, pro forma and pro forma, as adjusted
|
1
|
1
|
1
|
|
Series C Preferred,
3,000,000 shares authorized and 2,318,012 shares outstanding,
actual, pro forma and pro forma, as adjusted
|
2
|
2
|
2
|
|
Common stock,
$0.001 par value, 175,000,000 shares authorized; 42,758,630 shares
issued, actual; 44,228,630 shares issued, pro forma; 48,098,707
shares issued, pro forma, as adjusted
|
43
|
44
|
48
|
|
Additional paid-in
capital
|
192,970
|
195,156
|
197,834
|
|
Treasury stock, at
cost, 135,665 shares, actual, pro forma and pro forma, as
adjusted
|
(3,968)
|
(3,968)
|
(3,968)
|
|
Accumulated
deficit
|
(192,679)
|
(193,506)
|
(193,506)
|
|
Total
stockholders’ equity (deficit)
|
$(3,630)
|
$(2,270)
|
$412
|
|
Total
capitalization
|
$(3,630)
|
$(2,270)
|
$412
|
Common
stock outstanding in the table above excludes the following
shares as of September 30, 2019:
●
750,000 shares of common stock reserved for
issuance upon conversion of 500,000 shares our Series A Preferred Stock
held by one institutional investor and one accredited individual
investor;
●
1,160,240 shares of common stock reserved
for issuance upon conversion of 1,160,240 shares of our Series B10%
Convertible Preferred held by two institutional
investors;
●
2,318,012 shares of common stock reserved
for issuance upon conversion of 2,318,012 shares of our Series C
Convertible Preferred held by one institutional
investor;
●
21,242,954 shares of common stock that have
been reserved for issuance upon exercise of outstanding warrants,
with a weighted average exercise price of $2.43 per share;
●
8,014,838 shares of common stock reserved
for issuance upon exercise of outstanding stock options under our
2019 Omnibus Equity Incentive Plan, with a weighted average
exercise price of $1.40 per share;
●
8,718,412
shares of common stock reserved for future issuance in connection
with future grants under our 2019 Omnibus Equity Incentive Plan;
and
●
an
aggregate of 3,870,077 shares of common stock issuable upon the
exercise of the Warrants to be issued in the concurrent private
placement. See “Concurrent
Private Placement.”
S-13
DILUTION
If
you purchase shares of our common stock in this offering, you will
experience dilution to the extent of the difference between the
offering price per share in this offering and our as adjusted net
tangible book value per share immediately after this offering. Net
tangible book value is total assets minus the sum of liabilities
and intangible assets. Net tangible book value per share is net
tangible book value divided by the total number of shares of common
stock outstanding. As of September 30, 2019, our net tangible book
value was approximately $(3,630,400), or approximately $(0.09) per
share.
Pro
forma net tangible book value per share represents our total
tangible assets less our total liabilities, divided by the number
of shares of common stock outstanding as of September 30, 2019,
after giving effect to the receipt of net proceeds from the Fall
2019 Private Placement, the Winter 2019 Warrant Offering and the
exercise of warrants that were modified in connection with the
Winter 2019 Warrant Modification of approximately $1,360,000, as
well as the financial statement impact of the Winter 2019 Warrant
Modification and the December 19, 2019 Warrant Modification;
..
After
further giving effect to (i) the pro forma adjustment described
above, and (ii) the sale by us of 3,870,077 shares of common stock
in this offering at an offering price of $0.71058 per share, and
after deducting estimated offering expenses payable by us, our pro
forma, as adjusted net tangible book value as of September 30, 2019
would have been approximately $412,200 or approximately $0.01 per
share. This amount represents an immediate increase in net tangible
book value of approximately $0.06 per share to existing
stockholders and an immediate dilution in net tangible book value
of approximately $0.70 per share to purchasers of our common stock
in this offering.
The
following table illustrates the dilution in net tangible book value
per share to new investors:
|
Public
offering price per share:
|
|
$0.71
|
|
Net
tangible book value per share as of September 30, 2019
|
$(0.09)
|
|
|
Pro
forma increase in net tangible book value per share attributable to
the (i) Fall 2019 Private Placement, (ii) the Winter 2019 Warrant
Offering and (iii) the exercise of warrants that were modified in
connection with the Winter 2019 Warrant Modification
|
0.04
|
|
|
Pro
forma net tangible book value per share as of September 30,
2019
|
$(0.05)
|
|
|
Increase
in pro forma, as adjusted, net tangible book value per share after
this offering
|
0.06
|
|
|
|
|
|
|
Pro
forma, as adjusted net tangible book value per share after this
offering
|
|
0.01
|
|
|
|
|
|
Dilution
in pro forma, as adjusted net tangible book value per share to new
investors in this offering
|
|
$0.70
|
The above
discussion and table are based on 42,758,630 shares of common stock
outstanding as of September 30, 2019 and excludes the following
securities:
●
750,000 shares of common stock reserved for
issuance upon conversion of 500,000 shares our Series A Preferred Stock
held by one institutional investor and one accredited individual
investor;
●
1,160,240 shares of common stock reserved
for issuance upon conversion of 1,160,240 shares of our Series B10%
Convertible Preferred held by two institutional
investors;
●
2,318,012 shares of common stock reserved
for issuance upon conversion of 2,318,012 shares of our Series C
Convertible Preferred held by one institutional
investor;
●
21,242,954 shares of common stock that have
been reserved for issuance upon exercise of outstanding warrants,
with a weighted average exercise price of $2.43 per share;
●
8,014,838 shares of common stock reserved
for issuance upon exercise of outstanding stock options under our
2019 Omnibus Equity Incentive Plan, with a weighted average
exercise price of $1.40 per share;
●
8,718,412
shares of common stock reserved for future issuance in connection
with future grants under our 2019 Omnibus Equity Incentive Plan;
and
●
an
aggregate of 3,870,077 shares of common stock issuable upon the
exercise of the Warrants to be issued in the concurrent private
placement. See “Concurrent
Private Placement of Warrants.”
Unless we
specifically state otherwise, all information in this prospectus
supplement assumes that the Warrants offered in the concurrent
private placement are not exercised.
S-14
PLAN OF DISTRIBUTION
We are
offering 3,870,077 shares of common stock pursuant to this
prospectus supplement and the accompanying prospectus at an
offering price of $0.71058 per share, together with the Warrants
offered in the concurrent private placement. The securities
are being offered directly to accredited investors participating in
this offering, without a placement agent, underwriter, broker or
dealer.
The
transfer agent for our common stock is Computershare Trust Company, N.A., 480 Washington
Boulevard, Jersey City, New Jersey. The transfer
agent’s telephone number is 800-368-5948.
Our
common stock is traded on the Nasdaq Capital Market under the
symbol “VTGN.” On January 23, 2020, the last
reported sale price of our Common Stock on the Nasdaq Capital
Market was $0.7289 per share.
S-15
LEGAL
MATTERS
Certain
legal matters in connection with this offering will be passed upon
for us by Disclosure Law Group, a Professional Corporation, of San
Diego, California.
EXPERTS
OUM
& Co. LLP, our independent registered public accounting firm,
has audited our consolidated financial statements included in our
Annual Report on Form 10-K for the year ended March 31, 2019, as
set forth in their report, which is incorporated by reference in
this prospectus. The report for VistaGen Therapeutics, Inc.
includes an explanatory paragraph about the existence of
substantial doubt concerning its ability to continue as a going
concern. Our financial statements are incorporated by reference in
reliance on OUM & Co. LLP’s report, given on their
authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We are a public company and file annual, quarterly
and special reports, proxy statements and other information with
the SEC. Our SEC filings are available, at no charge, to the public
at the SEC’s website at
http://www.sec.gov.
S-16
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
following documents filed by us with the SEC are incorporated by
reference in this prospectus:
●
our
Annual Report on Form 10-K for the year ended March 31, 2019, filed
on June 25, 2019;
●
our
Quarterly Report on Form 10-Q for the year ended June 30, 2019,
filed on August 13, 2019;
●
our
Current Report on Form 8-K, filed on April 4, 2019;
●
our
Current Report on Form 8-K, filed on May 2, 2019;
●
our
Current Report on Form 8-K, filed on June 21, 2019;
●
our
Current Report on Form 8-K, filed on July 23, 2019;
●
our
Current Report on Form 8-K, filed on August 16, 2019;
●
our
Current Report on Form 8-K, filed on August 23, 2019;
●
our
Current Report on Form 8-K, filed on September 6,
2019;
●
our
Current Report on Form 8-K, filed on September 25,
2019;
●
our Current Report
on Form 8-K, filed on October 9, 2019;
●
our
Current Report on Form 8-K, filed on October 30,
2019;
●
our Current Report
on Form 8-K, filed on November 8, 2019;
●
our Current Report
on Form 8-K, filed on December 12, 2019;
●
our Current Report
on Form 8-K, filed on December 27, 2019; and
●
The
description of our common stock contained in the Registration
Statement on Form 8-A filed pursuant to Section 12(b) of the
Exchange Act on May 3, 2016, including any amendment or report
filed with the SEC for the purpose of updating this
description.
We
also incorporate by reference all documents we file pursuant to
Section 13(a), 13(c), 14 or 15 of the Exchange Act (other than any
portions of filings that are furnished rather than filed pursuant
to Items 2.02 and 7.01 of a Current Report on Form 8-K) after the
date of the initial registration statement of which this prospectus
is a part and prior to effectiveness of such registration
statement. All documents we file in the future pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this prospectus and prior to the termination of the offering are
also incorporated by reference and are an important part of this
prospectus.
Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for the purposes of this registration statement to the
extent that a statement contained herein or in any other
subsequently filed document which also is or deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this registration statement.
We
will provide to each person, including any beneficial owner, to
whom a prospectus is delivered, a copy of any or all of the
information that has been incorporated by reference in the
prospectus but not delivered with the prospectus. You may request a
copy of these filings, excluding the exhibits to such filings which
we have not specifically incorporated by reference in such filings,
at no cost, by writing to or calling us at:
VistaGen
Therapeutics, Inc.
343
Allerton Avenue
South
San Francisco, California 94080
(650)
577-3600
This
prospectus supplement and the accompanying prospectus is part of a
registration statement we filed with the SEC. You should only rely
on the information or representations contained in this prospectus
supplement and the accompanying prospectus. We have not authorized
anyone to provide information other than that provided in this
prospectus supplement and the accompanying prospectus. We are not
making an offer of the securities in any state where the offer is
not permitted. You should not assume that the information in this
prospectus supplement and the accompanying prospectus is accurate
as of any date other than the date on the front of the
document.
S-17
BASE PROSPECTUS
$150,000,000
COMMON STOCK
PREFERRED STOCK
WARRANTS
UNITS
From time to time, we may offer and sell, in one or more offerings,
up to approximately $147.1 million of any combination of the
securities described in this prospectus. We may also offer
securities as may be issuable upon conversion, repurchase, exchange
or exercise of any securities registered hereunder, including
applicable anti-dilution provisions, if any. Any warrants sold
hereunder may be exercisable for shares of our common stock, shares
of our preferred stock and/or units. Any units sold hereunder will
represent an interest in two or more other securities, which may or
may not be separable from one another. The shares of our
common stock that may become issuable from time to time upon the
exercise of our Series A1 Warrants (as defined herein) are also
being offered pursuant to this prospectus.
This prospectus provides a general description of the securities we
may offer from time to time. Each time we offer securities, we will
provide specific terms of the securities offered in a supplement to
this prospectus. We may also authorize one or more free writing
prospectuses to be provided to you in connection with an offering.
The prospectus supplement and any related free writing prospectus
may also add, update or change information contained in this
prospectus. You should carefully read this prospectus, the
applicable prospectus supplement and any related free writing
prospectus, as well as any documents incorporated by reference,
before you invest in any of the securities being
offered.
Our
common stock is listed on the Nasdaq Capital Market under the
symbol “VTGN.” On September 27, 2019, the closing price of our common
stock on the Nasdaq Capital Market was $1.14 per share.
We may offer and sell our securities to or through one or more
agents, underwriters, dealers or other third parties or directly to
one or more purchasers on a continuous or delayed basis. If agents,
underwriters or dealers are used to sell our securities, we will
name them and describe their compensation in a prospectus
supplement. The price to the public of our securities and the net
proceeds we expect to receive from the sale of such securities will
also be set forth in a prospectus supplement. For additional
information on the methods of sale, you should refer to the section
entitled “Plan of
Distribution” in this
prospectus.
As of September 30, 2019, the aggregate market value of our
outstanding common stock held by non-affiliates was approximately
$54,677,141, which was calculated in accordance with General
Instruction I.B.6 of Form S-3, based on 42,385,381 shares of
outstanding common stock held by non-affiliates, at a price per
share of $1.29, the closing sale price of our common stock reported
on the Nasdaq Capital Market on September 20, 2019.
Pursuant to General Instruction I.B.6 of Form S-3, in no event will
we sell the securities described in this prospectus in a public
primary offering with a value exceeding more than one-third (1/3)
of the aggregate market value of our common stock held by
non-affiliates in any twelve (12)-month period, so long as the
aggregate market value of our outstanding common stock held by
non-affiliates remains below $75.0 million. During the twelve (12)
calendar months prior to and including the date of this prospectus,
we have offered and sold $11.5 million of securities pursuant to
General Instruction I.B.6 of Form S-3. As a result, we are
currently eligible to offer and sell up to an aggregate of
approximately $6.7 million of our securities pursuant to General
Instruction I.B.6. of Form S-3.
Our business and investing in our
securities involve significant risks. You should review carefully
the risks and uncertainties referenced under the heading
“Risk
Factors” on page 6 of
this prospectus, as well as those contained in the applicable
prospectus supplement and any related free writing prospectus, and
in the other documents that are incorporated by reference into this
prospectus or the applicable prospectus
supplement.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal
offense.
The date of this prospectus is ,
2019
VISTAGEN THERAPEUTICS, INC.
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration
statement filed with the Securities and Exchange Commission
(the “SEC”), using a “shelf” registration
process. Under this shelf registration process, we may sell
the securities described in this prospectus in one or more
offerings. This prospectus provides you with a general
description of the securities which may be offered from
time-to-time. Each time we offer securities for sale, we will
provide a prospectus supplement that contains information about the
specific terms of that offering. Any prospectus supplement may also
add or update information contained in this prospectus. You
should read both this prospectus and any prospectus supplement
together with additional information described below under
“Where You Can Find More
Information” and
“Incorporation of Certain
Information by Reference.”
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE A SALE OF SECURITIES UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
You
should rely only on the information contained or incorporated by
reference in this prospectus, and in any prospectus
supplement. We have not authorized any other person to provide
you with different information. If anyone provides you with
different or inconsistent information, you should not rely on
it. We are not making offers to sell or solicitations to buy
the securities described in this prospectus in any jurisdiction in
which an offer or solicitation is not authorized, or in which the
person making that offer or solicitation is not qualified to do so
or to anyone to whom it is unlawful to make an offer or
solicitation. You should not assume that the information in
this prospectus or any prospectus supplement, as well as the
information we file or previously filed with the SEC that we
incorporate by reference in this prospectus or any prospectus
supplement, is accurate as of any date other than its respective
date. Our business, financial condition, results of operations
and prospects may have changed since those dates.
This prospectus contains summaries of certain
provisions contained in some of the documents described herein, but
reference is made to the actual documents for complete information.
All of the summaries are qualified in their entirety by the actual
documents. Copies of some of the documents referred to herein have
been filed, will be filed or will be incorporated by reference as
exhibits to the registration statement of which this prospectus is
a part, and you may obtain copies of those documents as described
below under the heading “Where You Can Find More
Information.”
COMPANY OVERVIEW
This summary highlights information contained elsewhere in this
prospectus. This summary does not contain all the information you
should consider before buying our securities. You should read the
following summary together with the more detailed information
appearing in this prospectus, including the section titled
“Risk Factors” on page 6, before deciding whether to
purchase our securities.
In this prospectus, unless otherwise stated or the context
otherwise requires, references to “VistaGen,”
“Company,” “we,” “us,”
“our,” refer to VistaGen Therapeutics,
Inc.
Overview
We are a clinical-stage biopharmaceutical company
committed to developing differentiated new generation medications
for central nervous system (CNS) diseases and disorders with high unmet need. Our
product candidate portfolio includes three differentiated
clinical-stage candidates, AV-101, PH10 and PH94B, which we are
developing for multiple CNS indications. We aim to become a
fully-integrated biopharmaceutical company that develops and
commercializes innovative CNS therapies for large and growing
mental health and neurology markets where current treatments are
inadequate to meet the needs of millions of patients and caregivers
worldwide.
AV-101 (4-Cl-KYN) belongs to a new generation of
investigational medicines in neuropsychiatry and neurology known as
NMDA (N-methyl-D-aspartate) glutamate receptor modulators. The NMDA
receptor is a pivotal receptor in the brain and abnormal NMDA
function is associated with multiple CNS diseases and disorders,
including major depressive disorder (MDD), chronic neuropathic pain, epilepsy,
levodopa-induced dyskinesia and many others. AV-101 is an oral
prodrug of 7-Cl-KYNA which binds uniquely at the glycine site of
the NMDA receptor. We are developing AV-101 initially for the
treatment of MDD, a serious neurobiologically-based mood disorder
the leading cause of disability globally, affecting approximately
16 million adults in the United States and nearly 300 million
people worldwide according to the U.S. National Institutes of
Health (NIH). AV-101 is currently in Phase 2 development in
the U.S. as an add-on treatment (together with current FDA-approved
antidepressants (SSRIs and SNRIs)) for adult patients with MDD who
have an inadequate response to their current antidepressant. The
FDA has granted Fast Track designation for development of AV-101 as
an add-on, or adjunctive, treatment for MDD. We believe AV-101 has
potential as a novel treatment for multiple additional CNS
indications, including as a non-opioid treatment for chronic
neuropathic pain, for which the FDA has granted a second AV-101
Fast Track designation, as well as a novel oral therapy for
levodopa-induced dyskinesia associated with Parkinson’s
disease therapy and suicidal ideation.
Our second product candidate, PH10, is a novel,
rapid-acting CNS neuroactive nasal spray administered in microgram
doses. PH10 activates nasal chemosensory receptors that, in turn,
engage neural circuits that lead to rapid antidepressant effects
without psychological side effects, systemic exposure or safety
concerns often associated with current antidepressants and
ketamine-based therapy (intravenous ketamine or esketamine
nasal spray). In an exploratory 30-patient Phase 2a clinical study,
PH10 was well-tolerated and, at microgram doses, demonstrated
rapid-onset antidepressant effects, as measured by the Hamilton
Depression Rating Scale (HAM-D), without psychological side effects or safety
concerns. Based on positive results from this exploratory Phase 2a
study, we are planning Phase 2b clinical development of PH10 in
2020, initially as a new stand-alone treatment for MDD. With its
exceptional safety profile during clinical development to date,
PH10 also has potential to change the current paradigm for
treatment of treatment-resistant depression (TRD) with ketamine-based therapy (intravenous
ketamine or esketamine nasal spray, both of which must be
administered in a clinical setting), by enabling those who respond
to such therapy to transition to more convenient at-home
administration of PH10 to maintain the therapeutic benefits of
ketamine or esketamine.
Our third product candidate, PH94B, is also a
novel, rapid-acting CNS neuroactive nasal spray administered in
microgram doses. We are developing PH94B initially for treatment of
social anxiety disorder (SAD), which affects over 19 million Americans and is
the third most common psychiatric condition after depression and
substance abuse according to the NIH. SAD is characterized by a
persistent and unreasonable fear of one or more social or
performance situations, where the individual fears that he or she
will act in a way or show symptoms that will be embarrassing or
humiliating, leading to avoidance of the situations when possible
and anxiety or distress when they occur. These fears have a
significant impact on the person's employment, social activities
and overall quality of life. Only three drugs, all antidepressants,
are approved by the U.S Food and Drug Administration
(FDA) specifically for treatment of SAD. However, for
treatment of both MDD and SAD, current oral antidepressants
(ADs) have slow onset of effect (often several weeks
to months) and significant side effects that may make them
inadequate treatment alternatives for many individuals affected by
MDD and SAD.
PH94B is fundamentally differentiated from all
current treatments for SAD. PH94B activates nasal chemosensory
receptors that, in turn, engage neural circuits that lead to rapid
suppression of fear and anxiety, but without psychological side
effects, systemic exposure, sedation or other safety concerns often
associated with current antidepressants approved by the FDA for
treatment of SAD, as well as benzodiazepines and beta blockers,
which are not approved by the FDA to treat SAD but are often
prescribed for treatment of SAD off-label. In a peer-reviewed,
published double-blind, placebo-controlled Phase 2 clinical trial,
PH94B neuroactive nasal spray was significantly more effective than
placebo in reducing public-speaking and social interaction anxiety
on laboratory challenges of individuals with SAD within 10 to 15
minutes of self-administration. Based on its novel mechanism of pharmacological
action, rapid-onset of therapeutic effects and exceptional safety
and tolerability profile in Phase 2 clinical trials to date, we are
preparing to begin pivotal Phase 3 development of PH94B neuroactive
nasal spray to become the first FDA-approved on-demand treatment
for SAD. Additional potential CNS indications for PH94B include,
general anxiety disorder (GAD), peripartum anxiety, preoperative anxiety, panic
disorder and post-traumatic stress disorder (PTSD).
In addition to our current CNS product candidates,
we have pipeline-enabling programs through our wholly-owned
subsidiary, VistaStem Therapeutics (VistaStem). VistaStem is focused on applying pluripotent
stem cell (hPSC) technology to discover, rescue, develop and
commercialize proprietary new chemical entities
(NCEs)
for CNS and other diseases and regenerative medicine
(RM) involving hPSC-derived blood, cartilage, heart
and liver cells. Our internal drug rescue programs are designed to
utilize CardioSafe
3D, our customized cardiac
bioassay system, to discover and develop small molecule NCEs for
our CNS pipeline or for out-licensing. To advance potential RM
applications of our cardiac stem cell technology, we have
sublicensed to BlueRock Therapeutics LP, a next generation cell
therapy and RM company recently acquired by Bayer AG
(BlueRock
Therapeutics), rights to
certain proprietary technologies relating to the production of
cardiac stem cells for the treatment of heart disease
(the BlueRock
Agreement). In a manner
similar to the BlueRock Agreement, we may pursue additional
collaborations or licensing transactions involving blood,
cartilage, and/or liver cells derived from hPSCs for cell-based
therapy, cell repair therapy, RM and/or tissue
engineering.
Securities Offerings under Prior Registration
Statement
On August 31, 2017, we entered into an
underwriting agreement with Oppenheimer & Co. Inc., relating to
the issuance and sale (the “September 2017
Public Offering”) of 1,371,430 shares of our common stock
and warrants to purchase an aggregate total of 1,892,572 shares of
our 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 was 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.
Each
Series A1 Warrant became exercisable six months from the date of
issuance, while the Series A2 Warrants were immediately
exercisable. Both Warrants have an exercise price of $1.82 per
whole share, and expire five years from the date first exercisable.
In December 2017 and January 2018, all of the Series A2 Warrants
were exercised at the reset exercise price resulting from a
subsequent public offering of shares of our common stock and
warrants completed in December 2017, from which we received nominal
cash proceeds. As of the date of this prospectus, all Series A1
Warrants offered and sold in the September 2017 Public Offering
remain outstanding.
Risk Factors
Our business is subject to substantial risk.
Please carefully consider the section titled
“Risk
Factors” on page 6 of
this prospectus for a discussion of the factors you should
carefully consider before deciding to purchase securities that may
be offered by this prospectus.
Additional risks and
uncertainties not presently known to us or that we currently deem
immaterial may also impair our business operations.
The occurrence of any of
these known or unknown risks might cause you to lose all or part of
your investment in the offered securities.
Risks Related to our Common Stock and our Series A1
Warrants
The price of our common stock might fluctuate significantly, which
could reduce the value of our Series A1 Warrants.
Our common stock is listed for trading on the Nasdaq Capital Market
under the symbol “VTGN.” Our stock price has been and
could continue to be subject to wide fluctuations in response to a
variety of factors, including the following:
●
plans
for, progress of or results from nonclinical and clinical
development activities related to our product
candidates;
●
the
failure of the FDA or other regulatory authority to approve our
product candidates;
●
announcements
of new products, technologies, commercial relationships,
acquisitions or other events by us or our competitors;
●
the
success or failure of other CNS therapies;
●
regulatory
or legal developments in the U.S. and other countries;
●
announcements
regarding our intellectual property portfolio;
●
failure
of our product candidates, if approved, to achieve commercial
success;
●
fluctuations
in stock market prices and trading volumes of similar
companies;
●
general
market conditions and overall fluctuations in U.S. equity
markets;
●
variations
in our quarterly operating results;
●
changes
in our financial guidance or securities analysts’ estimates
of our financial performance;
●
changes
in accounting principles;
●
our
ability to raise additional capital and the terms on which we can
raise it;
●
sales
or purchases of large blocks of our common stock, including sales
or purchases by our executive officers, directors and significant
stockholders;
●
establishment of
short positions by holders or non-holders of our stock or
warrants;
●
additions
or departures of key personnel;
●
discussion
of us or our stock price by the press and by online investor
communities; and
●
other
risks and uncertainties described in these risk factors, and the
risk factors incorporated by reference into this
prospectus.
These and other factors might cause the market price of our common
stock to fluctuate substantially, which may negatively affect the
liquidity of our common stock. In addition, in recent years, the
stock market has experienced significant price and volume
fluctuations. This volatility has had a significant impact on the
market price of securities issued by many companies across many
industries. The changes frequently appear to occur without regard
to the operating performance of the affected companies.
Accordingly, the price of our common stock could fluctuate based
upon factors that have little or nothing to do with our company,
and these fluctuations could materially reduce the market price of
our common stock and the value of the Series A1
Warrants.
Securities class action litigation has often been instituted
against companies following periods of volatility in the overall
market and in the market price of a company’s securities.
This litigation, if instituted against us, could result in
substantial costs, divert our management’s attention and
resources, and harm our business, operating results and financial
condition.
There is no public market
for our Series A1
Warrants and the liquidity of our Series A1 Warrants may be
limited.
There is no established public trading market for our Series A1
Warrants, and we do not expect a market to develop. In addition, we
do not intend to apply for the listing of our Series A1 Warrants on
any national securities exchange or other trading market. Without
an active market, we expect the liquidity of our Series A1 Warrants
will be limited, which may negatively impact the value of our
Series A1 Warrants.
Holders of our Series A1 Warrants will generally not have rights as
a common stockholder until such holders exercise their Series A1
Warrants and acquire our common stock.
Except as set forth in our Series A1 Warrants, holders of our
Series A1 Warrants will generally not have rights with respect to
the Series A1 Warrant Shares underlying the Series A1 Warrants.
Upon exercise of the Series A1 Warrants, the holders thereof will
be entitled to exercise the rights of a common stockholder only as
to matters for which the record date occurs after the exercise
date.
Due to the speculative nature of our Series A1 Warrants, there is
no guarantee that it will ever be profitable for holders of our
Series A1 Warrants to exercise their Series A1
Warrants.
Holders of Series A1 Warrants may exercise their right to acquire
the Series A Warrant Shares by paying an exercise price of $1.82
per share prior to their expiration on or about March 7, 2023,
after which date any unexercised Series A1 Warrants will expire and
have no further value. There can be no assurance that the market
price of our common stock will ever equal or exceed the exercise
price of the Series A1 Warrants, and, consequently, whether it will
ever be profitable for holders to exercise their Series A1
Warrants.
Significant holders or beneficial holders of our common stock may
not be permitted to exercise Series A1 Warrants that they
hold.
The terms of the Series A1 Warrants prohibit holders from
exercising their Series A1 Warrants if doing so would result in
such holders (together with such holders’ affiliates)
beneficially owning more than 4.99% (which threshold may be
decreased or increased, but not above 9.99%, at the election of the
holders upon prior written notice to us) of the number of shares of
common stock outstanding immediately after giving effect to the
exercise, as such percentage ownership is determined in accordance
with the terms of the Series A1 Warrants. As a result, holders of
the Series A1 Warrants may not be able to exercise our Series A1
Warrants for Series A1 Warrant Shares at a time when it would be
financially beneficial for them to do so.
We have broad discretion to determine how any funds received in
connection with any offering will be used, and may use them in ways
that may not enhance our operating results or the price of our
common stock.
Our management will have broad discretion over the use of proceeds
received from any offering pursuant to this registration statement,
including upon the exercise of the Series A1 Warrants, and we could
spend the proceeds in ways in which our investors do not agree or
that do not yield a favorable return. If we do not invest or apply
the proceeds of any offering in ways that improve our operating
results, we may fail to achieve expected financial results, which
could cause the market price of our common stock and the value of
our Series A1 Warrants to decline.
We do not intend to pay cash dividends.
We have never declared or paid cash dividends on our common stock
or other securities. We currently intend to retain all available
funds and any future earnings for use in the operation and
expansion of our business and do not anticipate paying any cash
dividends in the foreseeable future. Accordingly, investors may
have to sell some or all of their shares of our common stock in
order to generate cash flow from their investment. Investors may
not receive a gain on their investment when they sell their shares
of our common stock and may lose the entire amount of their
investment.
Corporate Information
VistaGen Therapeutics, Inc., a Nevada
corporation, is the parent of VistaGen Therapeutics, Inc. (dba
VistaStem Therapeutics, Inc.), a wholly owned California
corporation founded in 1998. Our principal executive offices are
located at 343 Allerton Avenue, South San Francisco, California
94080, and our telephone number is (650) 577-3600. Our website
address is www.vistagen.com.
The information contained on our website is not part of this
prospectus. We have included our website address as a factual
reference and do not intend it to be an active link to our
website.
RISK FACTORS
Investing in our securities involves a high degree
of risk. Before deciding whether to purchase any of our securities,
you should carefully consider the risks and uncertainties described
under “Risk
Factors” on page 6 of
this prospectus and in our Annual Report on Form 10-K for the
fiscal year ended March 31, 2019, our Quarterly Report on Form 10-Q
for the period ended June 30, 2019 and our other filings with the
SEC, all of which are incorporated by reference herein. If any of
these risks actually occur, our business, financial condition and
results of operations could be materially and adversely affected
and we may not be able to achieve our goals, the value of our
securities could decline and you could lose some or all of your
investment. Additional risks not presently known to us or that we
currently deem immaterial may also impair our business operations.
If any of these risks occur, the trading price of our common stock
could decline materially and you could lose all or part of your
investment.
CAUTIONARY
NOTES REGARDING
FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by
reference herein contain forward-looking statements that involve
substantial risks and uncertainties. All statements, other than
statements of historical facts, contained in this
prospectus and the documents incorporated by reference herein,
including statements regarding our strategy, future operations, future
financial position, future revenue, projected costs, prospects,
plans, objectives of management and expected market growth, are
forward-looking statements. These statements involve known and
unknown risks, uncertainties and other important factors that may
cause our actual results, performance or achievements to be
materially different from any future results, performance or
achievements expressed or implied by the forward-looking
statements.
The
words “anticipate,” “believe,”
“estimate,” “expect,” “intend,”
“may,” “plan,” “predict,”
“project,” “target,”
“potential,” “will,” “would,”
“could,” “should,” “continue,”
and similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain
these identifying words. These forward-looking statements include,
among other things, statements about:
●
the availability of
capital to satisfy our working capital requirements and clinical
and nonclinical development objectives;
●
the accuracy of our
estimates regarding expenses, future revenues and capital
requirements;
●
our
plans to develop and commercialize our product candidates,
including, among other things, AV-101, initially as an add-on
treatment for MDD, and subsequently as a treatment for additional
diseases and disorders involving the CNS, PH94B, initially, as a
treatment for SAD and PH10, initially, as a stand-alone treatment
for MDD;
●
our
ability to initiate and complete necessary preclinical and clinical
trials, to advance our product candidates into additional
preclinical and clinical trials, including pivotal clinical trials,
to successfully complete any such preclinical and clinical trials,
and for those trials to generate positive results;
●
economic,
regulatory and political developments in the U.S. and foreign
countries;
●
the performance of the Department of Veterans
Affairs (VA), Baylor University, our third-party contract
manufacturer(s) (CMOs), contract research organizations
(CROs) and other third-party preclinical and clinical
drug development collaborators and regulatory service
providers;
●
our ability to obtain and maintain intellectual
property (IP) protection for our core assets, including our
product candidates;
●
the
size of the potential markets for our product candidates and our
ability to enter and serve those markets;
●
the
rate and degree of market acceptance of our product candidates for
any indication once approved;
●
the
success of competing products and product candidates in development
by others that are or become available for the indications that we
are pursuing in the markets we seek to enter on our own or with
collaborators;
●
the
loss of key scientific, clinical or nonclinical development,
regulatory, and/or management personnel, internally or from one or
more of our third-party collaborators; and
●
other risks and
uncertainties, including those listed in the “Risk Factors” section of this
prospectus and the documents incorporated by reference
herein.
These forward-looking statements are only
predictions and we may not actually achieve the plans, intentions
or expectations disclosed in our forward-looking statements, so you
should not place undue reliance on our forward-looking statements.
Actual results or events could differ materially from the plans,
intentions and expectations disclosed in the forward-looking
statements we make. We have based these forward-looking statements
largely on our current expectations and projections about future
events and trends that we believe may affect our business,
financial condition and operating results. We have included
important factors in the cautionary statements included in this
prospectus, particularly in the “Risk
Factors” sections in
this prospectus and the documents incorporated by reference herein,
that we believe could cause actual results or events to differ
materially from the forward-looking statements that we
make. Our forward-looking
statements do not reflect the potential impact of any future
acquisitions, mergers, dispositions, joint ventures or investments
we may make.
You should read this prospectus, the documents incorporated by
reference herein and the documents that we have filed as exhibits
to the registration statement of which this prospectus is a part
completely and with the understanding that our actual future
results may be materially different from what we expect. We qualify
all of the forward-looking statements in this prospectus and the
documents incorporated by reference herein by these cautionary
statements. Except as required by law, we undertake no obligation
to publicly update any forward-looking statements, whether as a
result of new information, future events or otherwise.
USE OF
PROCEEDS
Unless otherwise provided in the applicable
prospectus supplement, we intend to use the net proceeds from the
sale of the securities under this prospectus primarily
for research and development expenses associated with continuing
development of AV-101, PH10, PH94B,
potential drug rescue candidates, and for other working
capital and capital expenditures. We may use a portion of the net
proceeds to fund production of, and nonclinical and clinical
studies related to Phase 2 and Phase 3 development of, AV-101, PH10
and PH94B and our other drug candidates. We may also use the net
proceeds from the sale of the securities under this prospectus
to in-license, acquire or invest in complementary businesses,
technologies, products or assets. However, we have no current
commitments or obligations to do so.
Pending
other uses, we intend to invest our proceeds from the offering in
short-term investments or hold them as cash. We cannot predict
whether the proceeds invested will yield a favorable return. Our
management will have broad discretion in the use of the net
proceeds from this offering, and investors will be relying on the
judgment of our management regarding the application of the net
proceeds
DESCRIPTION
OF OUR CAPITAL
STOCK
General
Our authorized
capital stock consists of 175.0 million shares of common stock,
$0.001 par value per share (“Common Stock”), and 10.0 million
shares of preferred stock, $0.001 par value per share
(“Preferred
Stock”). The following is a description of our common
stock and certain provisions of our Restated Articles of
Incorporation (“Articles”), and our amended and
restated bylaws (“Bylaws”), and certain provisions
of Nevada law.
As of September 30, 2019, there were issued and
outstanding, or reserved for issuance:
●
42,622,965 shares of common stock held by
approximately 6,000
stockholders of record;
●
750,000 shares of common stock reserved for
issuance upon conversion of 500,000 shares our Series A Preferred held
by one institutional investor and one accredited individual
investor;
●
1,160,240 shares of common stock reserved
for issuance upon conversion of 1,160,240 shares of our Series B Preferred
held by two institutional investors;
●
2,318,012 shares of common stock reserved
for issuance upon conversion of 2,318,012 shares of our Series C Preferred
held by one institutional investor;
●
21,242,954 shares of common stock that have
been reserved for issuance upon exercise of outstanding warrants,
with a weighted average exercise price of $2.43 per share;
●
7,844,838 shares of common stock reserved
for issuance upon exercise of outstanding stock options under our
Amended and Restated 2016 Stock Incentive Plan, with a weighted
average exercise price of $1.76 per share;
●
170,000 shares of
common stock reserved for issuance upon exercise of outstanding
stock options under our 2019 Omnibus Equity Incentive Plan, with a
weighted average exercise price of $1.00 per share,
and
●
8,718,412 shares of common stock reserved
for future issuance in connection with future grants under our 2019
Omnibus Equity Incentive Plan.
We may elect or be
required to amend our Articles to increase the number of shares of
common stock authorized for issuance prior to completing sales of
shares of our common stock, or securities convertible and/or
exchangeable into shares of our common stock described in this
prospectus.
Common Stock
This section describes the general terms of our common stock that
we may offer from time to time. For more detailed information, a
holder of our common stock should refer to our Articles and our
Bylaws, copies of which are filed with the SEC as exhibits to the
registration statement of which this prospectus is a
part.
Except as otherwise
expressly provided in our Articles, or as required by applicable
law, all shares of our common stock have the same rights and
privileges and rank equally, share ratably and are identical in all
respects as to all matters, including, without limitation, those
described below. All outstanding shares of common stock are fully
paid and nonassessable.
Voting Rights
Each holder of our
common stock is entitled to cast one vote for each share of common
stock held on all matters submitted to a vote of stockholders.
Cumulative voting for election of directors is not allowed under
our Articles, which means that a plurality of the shares voted can
elect all of the directors then outstanding for election. Except as
otherwise provided under Nevada law or our Articles, and Bylaws, on
matters other than election of directors, action on a matter is
approved if the votes cast favoring the action exceed the votes
cast opposing the action.
Dividend Rights
The holders of
outstanding shares of our common stock are entitled to receive
dividends out of funds legally available, if our board of
directors, in its discretion, determines to issue dividend, and
only at the times and in the amounts that our board of directors
may determine. Our board of directors is not obligated to declare a
dividend. We have not paid any dividends in the past and we do not
intend to pay dividends in the foreseeable future.
Liquidation Rights
Upon our
liquidation, dissolution or winding-up, the holders of our common
stock will be entitled to share equally, identically and ratably in
all assets remaining, subject to the prior satisfaction of all
outstanding debt and liabilities and the preferential rights and
payment of liquidation preferences, if any, on any outstanding
shares of preferred stock.
No Preemptive or Similar Rights
Our common stock is
not subject to conversion, redemption, sinking fund or similar
provisions.
Transfer Agent and Registrar
The transfer agent
and registrar for our common stock is Computershare Trust Company,
N.A., Jersey City, New Jersey.
September
2017 Public Offering and Series A1 Warrant Shares
On August 31, 2017, we entered into an
underwriting agreement with Oppenheimer & Co. Inc., relating to
the issuance and sale (the “September 2017
Public Offering”) of 1,371,430 shares of our common stock
and warrants to purchase an aggregate total of 1,892,572 shares of
our 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 was 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.
Each
Series A1 Warrant became exercisable six months from the date of
issuance, while the Series A2 Warrants were immediately
exercisable. Both Warrants have an exercise price of $1.82 per
whole share, and expire five years from the date first exercisable.
In December 2017 and January 2018, all of the Series A2 Warrants
were exercised at the reset exercise price resulting from a
subsequent public offering of shares of our common stock and
warrants completed in December 2017, from which we received nominal
cash proceeds. As of the date of this prospectus, all Series A1
Warrants offered and sold in the September 2017 Public Offering
remain outstanding.
Preferred
Stock
This section describes the general terms and provisions of our
outstanding shares of preferred stock, as well as preferred stock
that we may offer from time to time. The applicable prospectus
supplement will describe the specific terms of the shares of
preferred stock offered through that prospectus supplement, which
may differ from the terms we describe below. We will file a
copy of the certificate of designation that contains the terms of
each new series of preferred stock with the SEC each time we issue
a new series of preferred stock, and these certificates of
designation will be incorporated by reference into the registration
statement of which this prospectus is a part. Each certificate of
designation will establish the number of shares included in a
designated series and fix the designation, powers, privileges,
preferences and rights of the shares of each series as well as any
applicable qualifications, limitations or restrictions. A holder of
our preferred stock should refer to the applicable certificate of
designation, our Articles and the applicable prospectus supplement
(and any related free writing prospectus that we may authorize to
be provided to you) for more specific information.
We are authorized,
subject to limitations prescribed by Nevada law, to issue up to
10.0 million shares of preferred stock in one or more series, to
establish from time to time the number of shares to be included in
each series and to fix the designation, powers, preferences and
rights of the shares of each series and any of its qualifications,
limitations or restrictions. Our board of directors can increase or
decrease the number of shares of any series, but not below the
number of shares of that series then outstanding, without any
further vote or action by our stockholders. Our board of directors
may authorize the issuance of preferred stock with voting or
conversion rights that could adversely affect the voting power or
other rights of the holders of the common stock. The issuance of
preferred stock, while providing flexibility in connection with
possible acquisitions and other corporate purposes, could, among
other things, have the effect of delaying, deferring or preventing
a change in control of the Company and may adversely affect the
market price of our common stock and the voting and other rights of
the holders of our common stock.
-10-
Outstanding
Series of Preferred Stock
Currently, there
are three series of our preferred stock outstanding- Series A
Convertible Preferred Stock, Series B 10% Convertible Preferred
Stock, and Series C Convertible Preferred Stock. The rights and
preferences associated with each series are summarized
below.
Series A Preferred
General
In December 2011, our Board authorized the
creation of a series of up to 500,000 shares of Series A Preferred,
par value $0.001 (Series A
Preferred). Each
restricted share of Series A Preferred is currently convertible at
the option of the holder into one and one-half restricted shares of
our common stock. The Series A Preferred ranks prior to
the common stock for purposes of liquidation
preference.
Conversion and Rank
At September
30, 2019, there were 500,000
shares of Series A Preferred outstanding, which shares are
currently subject to beneficial ownership blockers and are
exchangeable at the option of the holders into an aggregate of
750,000 shares of our common stock. The Series A Preferred ranks
prior to our common stock for purposes of liquidation
preference.
Conversion Restriction
At no time may a
holder of shares of Series A Preferred convert shares of the Series
A Preferred if the number of shares of common stock to be issued
pursuant to such conversion would result in such holder
beneficially owning (as determined in accordance with Section 13(d)
of the Exchange Act and the rules thereunder) more than 9.99% of
all of the common stock outstanding at such time; provided, however, that this limitation may be
waived upon sixty-one (61) days’ notice to us.
Dividend Rights
The Series A
Preferred has no separate dividend rights. However, whenever the
board of directors declares a dividend on the common stock, each
holder of record of a share of Series A Preferred, or any fraction
of a share of Series A Preferred, on the date set by the board of
directors to determine the owners of the common stock of record
entitled to receive such dividend (Record Date) shall be entitled to
receive out of any assets at the time legally available therefor,
an amount equal to such dividend declared on one share of common
stock multiplied by the number of shares of common stock into which
such share, or such fraction of a share, of Series A Preferred
could be exchanged on the Record Date.
Voting Rights
The Series A
Preferred has no voting rights, except with respect to transactions
upon which the Series A Preferred shall be entitled to vote
separately as a class. The common stock into which the Series A
Preferred is exchangeable shall, upon issuance, have all of the
same voting rights as other issued and outstanding shares of our
common stock.
Liquidation Rights
In the event of the
liquidation, dissolution or winding up of our affairs, after
payment or provision for payment of our debts and other
liabilities, the holders of Series A Preferred then outstanding
shall be entitled to receive, out of our assets, if any, an amount
per share of Series A Preferred calculated by taking the total
amount available for distribution to holders of all of our
outstanding common stock before deduction of any preference
payments for the Series A Preferred, divided by the total of (x),
all of the then outstanding shares of our common stock, plus (y)
all of the shares of our common stock into which all of the
outstanding shares of the Series A Preferred can be exchanged
before any payment shall be made or any assets distributed to the
holders of the common stock or any other junior stock.
Series B Preferred
General
In July 2014, our Board authorized the creation
of a class of Series B Preferred Stock, par value $0.001
(Series B
Preferred). In May 2015, we
filed a Certificate of Designation of the Relative Rights and
Preferences of the Series B 10% Preferred Stock of VistaGen
Therapeutics, Inc. (Certificate of
Designation) with the Nevada
Secretary of State to designate 4.0 million shares of our
authorized preferred stock as Series B
Preferred.
-11-
Conversion
Each share of
Series B Preferred is convertible, at the option of the holder
(Voluntary Conversion),
into one (1) share of the Company’s common stock. All
outstanding shares of Series B Preferred are also automatically
convertible into common stock (Automatic Conversion) upon the closing
or effective date of any of the following transactions or events:
(i) a strategic transaction involving AV-101 with an initial up
front cash payment to the Company of at least $10.0 million; (ii) a
registered public offering of Common Stock with aggregate gross
proceeds to the Company of at least $10.0 million; or (iii) for 20
consecutive trading days the Company’s Common Stock trades at
least 20,000 shares per day with a daily closing price of at least
$12.00 per share; provided, however, that Automatic Conversion and
Voluntary Conversion are subject to certain beneficial ownership
blockers set forth in Section 6 of the Certificate of
Designation.
Following the
completion of our $10.9 million underwritten public offering of our
common stock in May 2016, which public offering occurred
concurrently with and facilitated our listing on the Nasdaq Capital
Market, approximately 2.4 million shares of Series B Preferred were
converted automatically into approximately 2.4 million shares of
our common stock pursuant to the Automatic Conversion provision. At
September 30, 2019, there were
1,160,240 shares of Series B Preferred outstanding, which shares
are currently subject to beneficial ownership blockers and are
exchangeable at the option of the respective holders by Voluntary
Conversion, or pursuant to Automatic Conversion to the extent not
otherwise subject to beneficial ownership blockers, into an
aggregate of 1,160,240 shares of our common stock.
Conversion Restriction
At no time may a
holder of shares of Series B Preferred convert shares of the Series
B Preferred, either by Voluntary Conversion or Automatic
Conversion, if the number of shares of common stock to be issued
pursuant to such conversion would result in such holder
beneficially owning (as determined in accordance with Section 13(d)
of the Exchange Act and the rules thereunder) more than 9.99% of
all of the common stock outstanding at such time; provided, however, that this limitation may be
waived upon sixty-one (61) days’ notice to us.
Rank
The Series B
Preferred ranks prior to our common stock, and pari passu with the Series A
Preferred for purposes of liquidation preference.
Dividend Rights
Prior to either a Voluntary Conversion
or Automatic Conversion, shares of Series B Preferred will accrue
dividends, payable only in unregistered common stock, at a rate of
10% per annum (the Accrued
Dividend). The
Accrued Dividend will be payable on the date of either a Voluntary
Conversion or Automatic Conversion solely in that number of shares
of Common Stock equal to the Accrued Dividend.
Voting Rights
The Series B
Preferred has no voting rights, except with respect to transactions
upon which the Series B Preferred shall be entitled to vote
separately as a class. The common stock into which the Series B
Preferred shall be exchangeable shall, upon issuance, have all of
the same voting rights as other issued and outstanding shares of
our common stock.
Liquidation Rights
Upon any
liquidation, dissolution, or winding-up of the Company, whether
voluntary or involuntary, the holders of Series B Preferred are
entitled to receive out of the Company’s assets, whether
capital or surplus, an amount equal to the stated value of the
Series B Preferred ($7.00 per share), plus any accrued and unpaid
dividends thereon, before any distribution or payment shall be made
to the holders of any junior securities, including holders of our
common stock. If the assets of the Company are insufficient to pay,
in full, such amounts, then the entire assets to be distributed to
the holders of the Series B Preferred shall be ratably distributed
among the holders in accordance with the respective amounts that
would be payable on such shares if all amounts payable thereon were
paid in full.
-12-
Series C
Preferred
General
In January 2016,
our Board authorized the creation of and, accordingly, we filed a Certificate of Designation of the
Relative Rights and Preferences of the Series C Convertible
Preferred Stock of VistaGen Therapeutics, Inc. (the
Series C
Preferred Certificate of
Designation) with the Nevada
Secretary of State to designate 3.0 million shares of our preferred
stock, par value $0.001 per share, as Series C Convertible
Preferred Stock (Series C
Preferred).
Conversion and Rank
At September
30, 2019, there were 2,318,012
shares of Series C Preferred outstanding, which shares of Series C
Preferred are currently subject to beneficial ownership blockers
and are exchangeable at the option of the holder into 2,318,012
shares of our common stock. The Series C Preferred ranks prior to
our common stock for purposes of liquidation preference,
and pari
passu with the Series A Preferred and Series B
Preferred.
Conversion Restriction
At no time may a
holder of shares of Series C Preferred convert shares of the Series
C Preferred if the number of shares of common stock to be issued
pursuant to such conversion would result in such holder
beneficially owning (as determined in accordance with Section 13(d)
of the Exchange Act and the rules thereunder) more than 9.99% of
all of the common stock outstanding at such time; provided, however, that this limitation may be
waived upon sixty-one (61) days’ notice to us.
Dividend Rights
The Series C
Preferred has no separate dividend rights. However, whenever the
board of directors declares a dividend on the common stock, each
holder of record of a share of Series C Preferred, or any fraction
of a share of Series C Preferred, on the date set by the board of
directors to determine the owners of the common stock of record
entitled to receive such dividend (Record Date) shall be entitled to
receive out of any assets at the time legally available therefor,
an amount equal to such dividend declared on one share of common
stock multiplied by the number of shares of common stock into which
such share, or such fraction of a share, of Series C Preferred
could be exchanged on the Record Date.
Voting Rights
The Series C
Preferred has no voting rights, except with respect to transactions
upon which the Series C Preferred shall be entitled to vote
separately as a class. The common stock into which the Series C
Preferred is exchangeable shall, upon issuance, have all of the
same voting rights as other issued and outstanding shares of our
common stock.
Liquidation Rights
In the event of the
liquidation, dissolution or winding up of our affairs, after
payment or provision for payment of our debts and other
liabilities, the holders of Series C Preferred then outstanding
shall be entitled to receive, out of our assets, if any, an amount
per share of Series C Preferred calculated by taking the total
amount available for distribution to holders of all of our
outstanding common stock before deduction of any preference
payments for the Series C Preferred, divided by the total of (x),
all of the then outstanding shares of our common stock, plus (y)
all of the shares of our common stock into which all of the
outstanding shares of the Series C Preferred can be exchanged
before any payment shall be made or any assets distributed to the
holders of the common stock or any other junior stock.
-13-
Shares
of Preferred Stock Issuable Pursuant to this
Prospectus
We will incorporate
by reference as an exhibit to the registration statement, which
includes this prospectus, the form of any certificate of
designation that describes the terms of the series of preferred
stock we are offering. This description and the applicable
prospectus supplement will include:
●
the title and
stated value;
●
the number of
shares authorized;
●
the liquidation
preference per share;
●
the purchase
price;
●
the dividend rate,
period and payment date, and method of calculation for
dividends;
●
whether dividends
will be cumulative or non-cumulative and, if cumulative, the date
from which dividends will accumulate;
●
the procedures for
any auction and remarketing, if any;
●
the provisions for
a sinking fund, if any;
●
the provisions for
redemption or repurchase, if applicable, and any restrictions on
our ability to exercise such redemption and repurchase
rights;
●
any listing of the
preferred stock on any securities exchange or market;
●
whether the
preferred stock will be convertible into our common stock, and, if
applicable, the conversion price, or how it will be calculated, and
the conversion period;
●
voting rights, if
any, of the preferred stock;
●
preemptive rights,
if any;
●
restrictions on
transfer, sale or other assignment, if any;
●
a discussion of any
material United States federal income tax considerations applicable
to the preferred stock;
●
the relative
ranking and preferences of the preferred stock as to dividend
rights and rights if we liquidate, dissolve or wind up our
affairs;
●
any limitations on
issuance of any class or series of preferred stock ranking senior
to or on a parity with the series of preferred stock as to dividend
rights and rights if we liquidate, dissolve or wind up our affairs;
and
●
any other specific
terms, preferences, rights or limitations of, or restrictions on,
the preferred stock.
When we issue
shares of preferred stock under this prospectus, the shares will
fully be paid and nonassessable and will not have, or be subject
to, any preemptive or similar rights.
-14-
DESCRIPTION OF
WARRANTS
The following description, together with the additional information
we include in any applicable prospectus supplements or free writing
prospectus, summarizes the material terms and provisions of the
warrants that we may offer under this prospectus. Warrants may be
offered independently or together with common stock or preferred
stock offered by any prospectus supplement or free writing
prospectus, and may be attached to or separate from those
securities. While the terms we have summarized below will generally
apply to any future warrants we may offer under this prospectus, we
will describe the particular terms of any warrants that we may
offer in more detail in the applicable prospectus supplement or
free writing prospectus. The terms of any warrants we offer under a
prospectus supplement or free writing prospectus may differ from
the terms we describe below.
In
the event that we issue warrants, we may issue the warrants under a
warrant agreement, which, if applicable, we will enter into with a
warrant agent to be selected by us. Forms of these warrant
agreements and forms of the warrant certificates representing the
warrants, and the complete warrant agreements and forms of warrant
certificates containing the terms of the warrants being offered,
will be filed as exhibits to the registration statement of which
this prospectus is a part or will be incorporated by reference from
reports that we file with the SEC. We use the term “warrant
agreement” to refer to any of these warrant agreements. We
use the term “warrant agent” to refer to the warrant
agent under any of these warrant agreements. The warrant agent will
act solely as an agent of ours in connection with the warrants and
will not act as an agent for the holders or beneficial owners of
the warrants.
The
following summaries of material provisions of the warrants and the
warrant agreements are subject to, and qualified in their entirety
by reference to, all the provisions of the warrant agreement
applicable to a particular series of warrants. We urge you to read
the applicable prospectus supplements or free writing prospectus
related to the warrants that we sell under this prospectus, as well
as the complete warrant agreements that contain the terms of the
warrants.
General
We
will describe in the applicable prospectus supplement or free
writing prospectus the terms relating to a series of warrants. If
warrants for the purchase of common stock or preferred stock are
offered, the prospectus supplement or free writing prospectus will
describe the following terms, to the extent
applicable:
●
the
offering price and the aggregate number of warrants
offered;
●
the
total number of shares that can be purchased if a holder of the
warrants exercises them and, in the case of warrants for preferred
stock, the designation, total number and terms of the series of
preferred stock that can be purchased upon exercise;
●
the
designation and terms of any series of preferred stock with which
the warrants are being offered and the number of warrants being
offered with each share of common stock or preferred
stock;
●
the
date on and after which the holder of the warrants can transfer
them separately from the related common stock;
●
the
number of shares of common stock or preferred stock that can be
purchased if a holder exercises the warrant and the price at which
such common stock or preferred stock may be purchased upon
exercise, including, if applicable, any provisions for changes to
or adjustments in the exercise price and in the securities or other
property receivable upon exercise;
●
the
terms of any rights to redeem or call, or accelerate the expiration
of, the warrants;
●
the
date on which the right to exercise the warrants begins and the
date on which that right expires;
●
federal
income tax consequences of holding or exercising the warrants;
and
●
any
other specific terms, preferences, rights or limitations of, or
restrictions on, the warrants.
Exercise of Warrants
Each
holder of a warrant is entitled to purchase the number of shares of
common stock or preferred stock, as the case may be, at the
exercise price described in the applicable prospectus supplement or
free writing prospectus. After the close of business on the day
when the right to exercise terminates (or a later date if we extend
the time for exercise), unexercised warrants will become
void.
-15-
A
holder of warrants may exercise them by following the general
procedure outlined below:
●
delivering
to the warrant agent the payment required by the applicable
prospectus supplement or free writing prospectus to purchase the
underlying security;
●
properly
completing and signing the reverse side of the warrant certificate
representing the warrants; and
●
delivering
the warrant certificate representing the warrants to the warrant
agent within five business days of the warrant agent receiving
payment of the exercise price.
If
you comply with the procedures described above, your warrants will
be considered to have been exercised when the warrant agent
receives payment of the exercise price, subject to the transfer
books for the securities issuable upon exercise of the warrant not
being closed on such date. After you have completed those
procedures and subject to the foregoing, we will, as soon as
practicable, issue and deliver to you the common stock or preferred
stock that you purchased upon exercise. If you exercise fewer than
all of the warrants represented by a warrant certificate, a new
warrant certificate will be issued to you for the unexercised
amount of warrants. Holders of warrants will be required to pay any
tax or governmental charge that may be imposed in connection with
transferring the underlying securities in connection with the
exercise of the warrants.
Amendments and Supplements to the Warrant Agreements
We
may amend or supplement a warrant agreement without the consent of
the holders of the applicable warrants to cure ambiguities in the
warrant agreement, to cure or correct a defective provision in the
warrant agreement, or to provide for other matters under the
warrant agreement that we and the warrant agent deem necessary or
desirable, so long as, in each case, such amendments or supplements
do not materially adversely affect the interests of the holders of
the warrants.
Warrant Adjustments
Unless
the applicable prospectus supplement or free writing prospectus
states otherwise, the exercise price of, and the number of
securities covered by, a common stock or a preferred stock warrant
will be adjusted proportionately if we subdivide or combine our
common stock or preferred stock, as applicable. In addition, unless
the prospectus supplement or free writing prospectus states
otherwise, if we, without receiving payment:
●
issue
capital stock or other securities convertible into or exchangeable
for common stock or preferred stock, or any rights to subscribe
for, purchase or otherwise acquire any of the foregoing, as a
dividend or distribution to holders of our common stock or
preferred stock;
●
pay
any cash to holders of our common stock or preferred stock other
than a cash dividend paid out of our current or retained earnings
or other than in accordance with the terms of the preferred
stock;
●
issue
any evidence of our indebtedness or rights to subscribe for or
purchase our indebtedness to holders of our common stock or
preferred stock; or
●
issue
common stock or preferred stock or additional stock or other
securities or property to holders of our common stock or preferred
stock by way of spinoff, split-up, reclassification, combination of
shares or similar corporate rearrangement,
then
the holders of common stock or preferred stock warrants will be
entitled to receive upon exercise of the warrants, in addition to
the securities otherwise receivable upon exercise of the warrants
and without paying any additional consideration, the amount of
stock and other securities and property such holders would have
been entitled to receive had they held the common stock or
preferred stock, as applicable, issuable under the warrants on the
dates on which holders of those securities received or became
entitled to receive such additional stock and other securities and
property.
Except
as stated above or as otherwise set forth in the applicable
prospectus supplement or free writing prospectus, the exercise
price and number of securities covered by a common stock or
preferred stock warrant, and the amounts of other securities or
property to be received, if any, upon exercise of such warrant,
will not be adjusted or provided for if we issue those securities
or any securities convertible into or exchangeable for those
securities, or securities carrying the right to purchase those
securities or securities convertible into or exchangeable for those
securities.
-16-
Holders
of common stock and preferred stock warrants may have additional
rights under the following circumstances:
●
certain
reclassifications, capital reorganizations or changes of the common
stock or preferred stock, as applicable;
●
certain
share exchanges, mergers, or similar transactions involving us and
which result in changes of the common stock or preferred stock, as
applicable; or
●
certain
sales or dispositions to another entity of all or substantially all
of our property and assets.
If
one of the above transactions occurs and holders of our common
stock or preferred stock are entitled to receive stock, securities
or other property with respect to or in exchange for their
securities, the holders of the common stock warrants and preferred
stock warrants then outstanding, as applicable, will be entitled to
receive, upon exercise of their warrants, the kind and amount of
shares of stock and other securities or property that they would
have received upon the applicable transaction if they had exercised
their warrants immediately before the transaction.
Series
A1 Warrants
As described above,
we have issued Series A1 Warrants to purchase up to 1,388,931 shares of our common stock at an
exercise price of $1.82 per share, which warrants expire on or
about March 7, 2023. The Series A1 Warrants Shares that may become
issuable from time to time upon the exercise of the Series A1
Warrants are being offered pursuant to this prospectus. For more
information, see “Description of Warrants
– Registration of Series A1 Warrants and Series A1 Warrant
Shares”
below.
Duration and Exercise
Price: The Series A1
Warrants are exercisable for a five-year period commencing on or
about March 7, 2018, and have an exercise price of $1.82 per
share.
Exercisability: Each
of Series A1 Warrant may be exercised, in whole or in part, by
delivering to the Company a written notice of election to exercise
the applicable Series A1 Warrant and delivering to the Company cash
payment of the exercise price, if applicable. The exercise price
and the number of shares of our common stock issuable upon exercise
of the Series A1 Warrants is subject to adjustment in the event of
certain subdivisions and combinations, including by any stock split
or reverse stock split, stock dividend, recapitalization or
otherwise.
Cashless
Exercise: If, at any time
during the term of the Series A1 Warrants, the issuance or resale
of shares of our common stock upon exercise of the Series A1
Warrants is not covered by an effective registration statement, the
holder is permitted to effect a cashless exercise of the Series A1
Warrants (in whole or in part) in which case the holder would
receive upon such exercise the net number of shares of common stock
determined according to the formula set forth in the Series A1
Warrants. Shares issued pursuant to a cashless exercise would be
deemed to have been issued pursuant to the exemption from
registration provided by Section 3(a)(9) of the Securities Act, and
the shares of common stock issued upon such cashless exercise would
take on the characteristics of the Series A1 Warrants being
exercised, including, for purposes of Rule 144(d) promulgated under
the Securities Act, a holding period beginning from the original
issuance date of the Series A1 Warrants.
Adjustment
Provisions: The exercise
price and the number and type of securities purchasable upon
exercise of the Series A1 Warrants are subject to adjustment upon
certain corporate events, including certain subdivisions,
combinations and similar events If we declare any dividend or
distribution of assets (including cash, stock or other securities,
evidence of indebtedness, purchase rights or other property), each
holder of a Series A1 Warrant will be entitled to participate in
such distribution to the same extent that the holder would have
participated had the applicable Series A1 Warrant been exercised
immediately before the record date for the
distribution.
Transferability: Subject
to applicable laws, the Series A1 Warrants may be offered for sale,
sold, transferred or assigned without our consent. However, as of
the date of this prospectus there is no established trading market
for the Series A1 Warrants and it is not expected that a trading
market for the Series A1 Warrants will develop in the future.
Without an active trading market, the liquidity of the Series A1
Warrants will be limited.
Listing: We have not and will not apply to list the
Series A1 Warrants on Nasdaq Capital Market. We do not intend to
list the Series A1 Warrants on any securities exchange or other
quotation system. Without an active market, the liquidity of
the Series A1 Warrants will be limited.
-17-
Rights as a
stockholder: Except as set
forth in the Series A1 Warrants or by virtue of such holders’
ownership of shares of our common stock, the holders of the Series
A1 Warrants do not have the rights or privileges of holders of our
common stock, including any voting rights, until they exercise the
Series A1 Warrants.
Limitations on
Exercise: The exercise of
the Series A1 Warrants may be limited in certain circumstances if,
after giving effect to such exercise, the holder or any of its
affiliates would beneficially own (as determined in accordance with
the terms of the Series A1 Warrants) more than 4.99% (or, at the
election of the holder, 9.99%) of our outstanding common stock
immediately after giving effect to the
exercise.
Fundamental
Transactions: In the event
of certain fundamental transactions, as described in the Series A1
Warrants and generally including any merger or consolidation with
or into another entity, the holders of the Series A1 Warrants shall
thereafter have the right to exercise the applicable Series A1
Warrant for the same amount and kind of securities, cash or
property as it would have been entitled to receive upon the
occurrence of such fundamental transaction if it had been,
immediately prior to such fundamental transaction, the holder of
shares of common stock issuable upon exercise in full of the Series
A1 Warrant. In the event of a Change of Control (as defined in the
Series A1 Warrants) (other than a Change of Control which was not
approved by the Board of Directors, as to which this right shall
not apply), at the request of the holder delivered before the 30th
day after such Change of Control, a holder of a Series A1 Warrant
will have the right to require us or any successor entity to
purchase the holder’s Series A1 Warrant for the Black-Scholes
Value of the remaining unexercised portion of the Series A1 Warrant
on the effective date of such Change of Control (determined in
accordance with a formula specified in the Series A1 Warrants),
payable in cash; provided, that if the applicable Change of Control
was not approved by our Board of Directors, such amount shall be
payable, at our option in either (x) shares of our common stock or
the consideration receivable by holders of common stock in the
Change of Control transaction, as applicable, valued at the value
of the consideration received by the shareholders in such Change of
Control, or (y) cash.
Dividends and Other
Distributions: If we
declare or make any dividend or other distribution of our assets to
holders of shares of our common stock (including any distribution
of cash, stock or other securities, property, options, evidence of
indebtedness or any other assets), then, subject to certain
limitation on exercise described in the Series A1 Warrants, each
holder of a Series A1 Warrant shall receive the distributed assets
that such holder would have been entitled to receive in the
distribution had the holder exercised the Series A1 Warrant
immediately prior to the record date for the
distribution.
Registration
of Series A1 Warrants and Series A1 Warrant
Shares. The Series A1
Warrants and the Series A1 Warrant Shares were previously
registered pursuant to the Prior Registration Statement and a
prospectus supplement filed with the SEC on August 31, 2017
pursuant to Rule 424(b)(5) under the Securities Act. Pursuant to
Rule 415(a)(6) and Rule 429 under the Securities Act, the offering
of the Series A1 Warrant Shares will be registered pursuant to this
registration statement.
DESCRIPTION OF UNITS
This section outlines some of the provisions of the units and the
unit agreements. This information may not be complete in all
respects and is qualified entirely by reference to the unit
agreement with respect to the units of any particular series. The
specific terms of any series of units will be described in the
applicable prospectus supplement or free writing prospectus. If so
described in a particular prospectus supplement or free writing
prospectus, the specific terms of any series of units may differ
from the general description of terms presented below.
As
specified in the applicable prospectus supplement, we may issue
units consisting of one or more shares of common stock, shares of
our preferred stock, warrants or any combination of such
securities.
The
applicable prospectus supplement will specify the following terms
of any units in respect of which this prospectus is being
delivered:
●
the
terms of the units and of any of the shares of common stock, shares
of preferred stock, or warrants comprising the units, including
whether and under what circumstances the securities comprising the
units may be traded separately;
●
a
description of the terms of any unit agreement governing the
units;
●
if
appropriate, a discussion of material U.S. federal income tax
considerations; and
●
a
description of the provisions for the payment, settlement, transfer
or exchange of the units.
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DESCRIPTION OF CERTAIN PROVISIONS OF NEVADA
LAW AND
OUR
ARTICLES OF INCORPORATION AND BYLAWS
Transactions
with Interested Persons
Under the Nevada
Revised Statutes (the NRS)
a transaction with the Company (i) in which a Company director or
officer has a direct or indirect interest, or (ii) involving
another corporation, firm or association in which one or more of
the Company’s directors or officers are directors or officers
of the corporation, firm or association or have a financial
interest in the corporation firm or association, is not void or
voidable solely because of the director’s or officer’s
interest or common role in the transaction if any one of the
following circumstances exists:
●
the fact of the
common directorship, office or financial interest is known to the
board of directors or a committee of the board of directors and a
majority of disinterested directors on the board of directors (or
on the committee) authorized, approved or ratified the
transaction;
●
the fact of the
common directorship, office or financial interest is known to the
stockholders and disinterested stockholders holding a majority of
the shares held by disinterested stockholders authorized, approved
or ratified the transaction;
●
the fact of the
common directorship, office or financial interest is not known to
the director or officer at the time the transaction is brought to
the board of directors for action; or
●
the transaction was
fair to the Company at the time it is authorized or
approved.
Control
Share Acquisition Provisions
Nevada law
precludes an acquirer of the shares of a Nevada corporation who
crosses one of three ownership thresholds (20%, 33 1/3% or 50%)
from obtaining voting rights with respect to those shares unless
the disinterested holders of a majority of the shares of the
Company held by disinterested stockholders vote to accord voting
power to those shares.
Combinations
with Interested Stockholders
Under the NRS,
except under certain circumstances, a corporation is not permitted
to engage in a business combination with any “interested
stockholder” for a period of two years following the date
such stockholder became an interested stockholder. An
“interested stockholder” is a person or entity who owns
10% or more of the outstanding shares of voting
stock. Nevada permits a corporation to opt out of the
application of these business combination provisions by so
providing in the articles of incorporation or
bylaws. The Company’s Bylaws contain a provision
opting out of the application of these business combination
provisions.
-19-
PLAN OF DISTRIBUTION
We
may sell the securities described in this prospectus to or through
underwriters or dealers, through agents, or directly to one or more
purchasers. A prospectus supplement or supplements (and any related
free writing prospectus that we may authorize to be provided to
you) will describe the terms of the offering of the securities,
including, to the extent applicable:
●
the
name or names of any underwriters or agents, if
applicable;
●
the
purchase price of the securities and the proceeds we will receive
from the sale;
●
any
over-allotment options under which underwriters may purchase
additional securities from us;
●
any
agency fees or underwriting discounts and other items constituting
agents’ or underwriters’ compensation;
●
any
public offering price;
●
any
discounts or concessions allowed or reallowed or paid to dealers;
and
●
any
securities exchange or market on which the securities may be
listed.
We
may also sell equity securities covered by this registration
statement in an “at the market offering” as defined in
Rule 415 under the Securities Act. Such offering may be made into
an existing trading market for such securities in transactions at
other than a fixed price, either:
●
on
or through the facilities of the Nasdaq Capital Market or any other
securities exchange or quotation or trading service on which such
securities may be listed, quoted or traded at the time of sale;
and/or
●
to
or through a market maker otherwise than on the Nasdaq Capital
Market or such other securities exchanges or quotation or trading
services.
Such
at-the-market offerings, if any, may be conducted by underwriters
acting as principal or agent.
Only
underwriters named in a prospectus supplement are underwriters of
the securities offered by the prospectus supplement.
If
underwriters are used in the sale, they will acquire the securities
for their own account and may resell the securities from time to
time in one or more transactions at a fixed public offering price
or at varying prices determined at the time of sale. The
obligations of the underwriters to purchase the securities will be
subject to the conditions set forth in the applicable underwriting
agreement. We may offer the securities to the public through
underwriting syndicates represented by managing underwriters or by
underwriters without a syndicate. Subject to certain conditions,
the underwriters will be obligated to purchase all of the
securities offered by the prospectus supplement. Any public
offering price and any discounts or concessions allowed or
reallowed or paid to dealers may change from time to time. We may
use underwriters with whom we have a material relationship. We will
describe in the prospectus supplement that names the underwriter,
the nature of any such relationship.
We
may sell securities directly or through agents we designate from
time to time. We will name any agent involved in the offering and
sale of securities, and we will describe any commissions we will
pay the agent in the prospectus supplement. Unless the prospectus
supplement states otherwise, our agent will act on a best-efforts
basis for the period of its appointment.
We
may authorize agents or underwriters to solicit offers by certain
types of institutional investors to purchase securities from us at
the public offering price set forth in the prospectus supplement
pursuant to delayed delivery contracts providing for payment and
delivery on a specified date in the future. We will describe the
conditions to these contracts and the commissions we must pay for
solicitation of these contracts in the prospectus
supplement.
-20-
We
may provide agents and underwriters with indemnification against
civil liabilities related to this offering, including liabilities
under the Securities Act, or contribution with respect to payments
that the agents or underwriters may make with respect to these
liabilities. Agents and underwriters may engage in transactions
with, or perform services for, us in the ordinary course of
business.
Any underwriter may engage in overallotment,
stabilizing transactions, short covering transactions and penalty
bids in accordance with Regulation M under the Securities Exchange
Act of 1934, as amended (the “Exchange
Act”). Overallotment
involves sales in excess of the offering size, which create a short
position. Stabilizing transactions permit bids to purchase the
underlying security so long as the stabilizing bids do not exceed a
specified maximum. Short covering transactions involve purchases of
the securities in the open market after the distribution is
completed to cover short positions. Penalty bids permit the
underwriters to reclaim a selling concession from a dealer when the
securities originally sold by the dealer are purchased in a
covering transaction to cover short positions. Those activities may
cause the price of the securities to be higher than it would
otherwise be. If commenced, the underwriters may discontinue any of
the activities at any time.
Any
underwriters who are qualified market makers on the Nasdaq Capital
Market may engage in passive market making transactions in
accordance with Rule 103 of Regulation M during the business day
prior to the pricing of the offering, before the commencement of
offers or sales of the securities. Passive market makers must
comply with applicable volume and price limitations and must be
identified as passive market makers. In general, a passive market
maker must display its bid at a price not in excess of the highest
independent bid for such security; if all independent bids are
lowered below the passive market maker’s bid, however, the
passive market maker’s bid must then be lowered when certain
purchase limits are exceeded.
LEGAL MATTERS
Certain
legal matters in connection with this offering will be passed upon
for us by Disclosure Law Group, a Professional Corporation, of San
Diego, California.
EXPERTS
OUM
& Co. LLP, our independent registered public accounting firm,
has audited our consolidated financial statements included in our
Annual Report on Form 10-K for the year ended March 31, 2019, as
set forth in their report, which is incorporated by reference in
this prospectus. The report for VistaGen Therapeutics, Inc.
includes an explanatory paragraph about the existence of
substantial doubt concerning its ability to continue as a going
concern. Our financial statements are incorporated by reference in
reliance on OUM & Co. LLP’s report, given on their
authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We are a public company and file annual, quarterly
and special reports, proxy statements and other information with
the SEC. Our SEC filings are available, at no charge, to the public
at the SEC’s website at
http://www.sec.gov.
-21-
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
following documents filed by us with the SEC are incorporated by
reference in this prospectus:
●
our
Annual Report on Form 10-K for the year ended March 31, 2019, filed
on June 25, 2019;
●
our
Quarterly Report on Form 10-Q for the year ended June 30, 2019,
filed on August 13, 2019;
●
our
Current Report on Form 8-K, filed on April 4, 2019;
●
our
Current Report on Form 8-K, filed on May 2, 2019;
●
our
Current Report on Form 8-K, filed on June 21, 2019;
●
our
Current Report on Form 8-K, filed on July 23, 2019;
●
our
Current Report on Form 8-K, filed on August 16, 2019;
●
our
Current Report on Form 8-K, filed on August 23, 2019;
●
our
Current Report on Form 8-K, filed on September 6,
2019;
●
our
Current Report on Form 8-K, filed on September 25, 2019;
and
●
The
description of our common stock contained in the Registration
Statement on Form 8-A filed pursuant to Section 12(b) of the
Exchange Act on May 3, 2016, including any amendment or report
filed with the SEC for the purpose of updating this
description.
We
also incorporate by reference all documents we file pursuant to
Section 13(a), 13(c), 14 or 15 of the Exchange Act (other than any
portions of filings that are furnished rather than filed pursuant
to Items 2.02 and 7.01 of a Current Report on Form 8-K) after the
date of the initial registration statement of which this prospectus
is a part and prior to effectiveness of such registration
statement. All documents we file in the future pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this prospectus and prior to the termination of the offering are
also incorporated by reference and are an important part of this
prospectus.
Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for the purposes of this registration statement to the
extent that a statement contained herein or in any other
subsequently filed document which also is or deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this registration statement.
We
will provide to each person, including any beneficial owner, to
whom a prospectus is delivered, a copy of any or all of the
information that has been incorporated by reference in the
prospectus but not delivered with the prospectus. You may request a
copy of these filings, excluding the exhibits to such filings which
we have not specifically incorporated by reference in such filings,
at no cost, by writing to or calling us at:
VistaGen
Therapeutics, Inc.
343
Allerton Avenue
South
San Francisco, California 94080
(650)
577-3600
This
prospectus is part of a registration statement we filed with the
SEC. You should only rely on the information or representations
contained in this prospectus and any accompanying prospectus
supplement. We have not authorized anyone to provide information
other than that provided in this prospectus and any accompanying
prospectus supplement. We are not making an offer of the securities
in any state where the offer is not permitted. You should not
assume that the information in this prospectus or any accompanying
prospectus supplement is accurate as of any date other than the
date on the front of the document.
-22-
3,870,077 Shares
Common Stock
_______________________________
Prospectus Supplement
_______________________________
January 24, 2020