8-K
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): February 26, 2019
VistaGen Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
NEVADA
|
001-37761
|
20-5093315
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification Number)
|
343 Allerton Ave.
South San Francisco, California 94090
|
(Address of principal executive offices)
|
(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:
☐ 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))
Item 1.01 Entry into a Material Definitive Agreement.
On February 26, 2019, VistaGen Therapeutics, Inc.
(the “Company”) entered into an underwriting agreement
(the “Underwriting
Agreement”) with William
Blair & Company, L.L.C. (“Blair”), relating to an underwritten public
offering (the “Public
Offering”) of 10,000,000
shares of the Company’s common stock, par value $0.001 per
share (“Common
Stock”) (the
“Firm
Shares”), at a public
offering price of $1.00 per share. Under the terms of the
Underwriting Agreement, the Company granted to Blair a
30-day over-allotment option (the
“Over-Allotment
Option”) to purchase up
to an additional 1,500,000 shares of its Common Stock (the
“Option
Shares” and, together
with the Firm Shares, the “Shares”).
On March 1, 2019, Blair exercised the
Over-Allotment Option in full. As a result of the closing of the
sale of the Firm Shares on February 28, 2019 and the anticipated
closing of the Option Shares on March 5, 2019, the Company expects
total gross proceeds from the Public Offering will be $11.5 million
and total net
proceeds of the Public Offering will be approximately $10.4
million, after deducting the underwriting discount and Public
Offering expenses payable by the
Company.
Following
the issuance of the Shares to Blair, the Company expects to have a
total of 42,620,465 shares of its Common Stock issued and
outstanding.
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.
The Firm Shares were, and the Option Shares are,
being sold pursuant to
a shelf registration statement filed with the
Securities and Exchange Commission (“SEC”), which became effective on July 27, 2017
(File No. 333-215671). A prospectus supplement relating
to the Public Offering was filed with the SEC on February 27, 2019.
The closing of the Public Offering with respect to the Firm Shares
occurred on February 28, 2019, and the closing of the offering of
Option Shares is expected to take place on or about March 5, 2019,
subject to the satisfaction of customary closing
conditions.
A
copy of the Underwriting Agreement is attached hereto as Exhibit
1.1 and is incorporated herein by reference. The foregoing
description of the material terms of the Underwriting Agreement
does not purport to be complete and is qualified in its entirety by
reference to such exhibit.
A
copy of the legal opinion and consent of Disclosure Law Group, a
Professional Corporation, relating to the Shares sold in the Public
Offering is attached hereto as Exhibit 5.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Index
Exhibit No.
|
|
Description
|
|
|
|
|
|
Underwriting
Agreement, dated February 26, 2019, by and between VistaGen
Therapeutics, Inc. and William Blair & Company,
L.L.C.
|
|
|
Opinion
of Disclosure Law Group, a Professional
Corporation
|
|
|
Consent of Disclosure Law Group, a Professional Corporation
(included in Exhibit 5.1)
|
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.
|
VistaGen
Therapeutics, Inc.
|
|
|
|
Date:
March 4, 2019
|
By:
|
/s/ Shawn K.
Singh
|
|
|
Shawn
K. Singh
Chief
Executive Officer
|
EXHIBIT INDEX
Exhibit No.
|
|
Description
|
|
|
|
|
|
Underwriting
Agreement, dated February 26, 2019, by and between VistaGen
Therapeutics, Inc. and William Blair & Company,
L.L.C.
|
|
|
Opinion
of Disclosure Law Group, a Professional
Corporation
|
|
|
Consent of Disclosure Law Group, a Professional Corporation
(included in Exhibit 5.1)
|