On December 11, 2017, VistaGen Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Oppenheimer & Co. Inc., as the representative of the several underwriters named in the Underwriting Agreement (the “Underwriters”), relating to the issuance and sale (the “Offering”) of 10,000,000 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), and warrants (the “Warrants”) to purchase an aggregate total of 10,000,000 shares of Common Stock. Each Warrant is immediately exercisable, has an exercise price of $1.50 per share, and will terminate five years from the date of issuance. Each share of Common Stock was sold together witha Warrant to purchase one share of Common Stock, for a combined public offering price of $1.50 per Share and related Warrant, resulting in gross proceeds to the Company of $15,000,000.

to the terms of the Underwriting Agreement, on December 13, 2017 (the “Closing Date”) the Company received net proceeds of approximately $13,600,000, after deducting the underwriting discount, estimated legal fees and other offering expenses payable by the Company.

Following the issuance of the Shares on the Closing Date, the Company now has 21,848,974 shares of Common Stock outstanding.

The Offering was conducted to the Company’s effective registration statement on Form S-1 (File No.333-221009) and prospectus dated December 11, 2017.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties, and termination provisions.

to the Underwriting Agreement, subject to certain exceptions, the Company, as well as its directors and officers, have each agreed for a period of 90 days after the Closing Date not to sell or otherwise dispose of any of the Company’s securities held by them without first obtaining the written consent of the Underwriters.

The foregoing is only a brief description of the material terms of the Underwriting Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the Underwriting Agreement that is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.

The Underwriting Agreement has been attached hereto as an exhibit to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of the Underwriting Agreement and as of specific dates, were solely for the benefit of the parties to the Underwriting Agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Underwriting Agreement.

On December 13, 2017, the Company issued a press release announcing the closing of the Offering. A copy of the press release is attached hereto as Exhibits 99.1, and is each incorporated herein by reference.

See Exhibit Index.

VistaGen Therapeutics, Inc. Exhibit
EX-1.1 2 ex1-1.htm UNDERWRITING AGREEMENT Exhibit 1.1     Exhibit 1.1   VistaGen Therapeutics,…
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About VistaGen Therapeutics, Inc. (NASDAQ:VTGN)

VistaGen Therapeutics, Inc. is a clinical-stage biopharmaceutical company. The Company is engaged in developing and commercializing product candidates for patients with diseases and disorders involving the central nervous system (CNS). Its lead product candidate, AV-101, is an orally available prodrug candidate in Phase II development, initially for the adjunctive treatment of major depressive disorder (MDD) in patients with an inadequate response to standard antidepressants approved by the United States Food and Drug Administration (FDA). In addition to AV-101, the Company has developed a human pluripotent stem cell (hPSC) technology platform, which includes its in-vitro bioassay system, CardioSafe 3D, to predict potential heart toxicity of new chemical entities (NCEs) long before testing in animal and human studies. The Company is focused on regenerative medicine (RM) applications using blood, cartilage, heart and/or liver cells derived from hPSCs.