8K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF
1934
Date of Report (Date of earliest event reported): December 11, 2017
VistaGen Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
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NEVADA
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001-37761
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20-5093315
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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343 Allerton Ave.
South San Francisco, California 94090
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(Address of principal executive offices)
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(650)
577-3600
(Registrant’s telephone number, including area
code)
Not Applicable
(Former name or former address, if changed since last
report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
☐
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17
CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR 240.12b-2) ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act ☐
Item 1.01.
Entry into a Material Definitive Agreement.
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 with a 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.
Pursuant 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 pursuant 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.
Pursuant
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.
Item 9.01.
Financial Statements and
Exhibits.
See
Exhibit Index.
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
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VistaGen Therapeutics, Inc.
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Date:
December 13, 2017
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By:
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/s/
Shawn K. Singh
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Shawn
K. Singh
Chief
Executive Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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Underwriting
Agreement, dated December 11, 2017
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Form of
Warrant
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Press
Release issued by VistaGen Therapeutics, Inc., dated December 13,
2017
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