Full Press Release Details
VistaGen Therapeutics Announces Common Stock Purchase Agreement for
up to $10.25 Million
SOUTH SAN FRANCISCO, Calif., March 25, 2020 VistaGen
Therapeutics (NASDAQ: VTGN), a clinical-stage
biopharmaceutical company developing new generation medicines for
anxiety, depression and central nervous system (CNS) diseases and
disorders with high unmet medical need, today announced a
common stock purchase agreement with Lincoln Park Capital Fund, LLC
(LPC), a Chicago-based institutional investor, providing for up to
Under the agreement, at the Company's request, LPC made an
initial purchase of $250,000 of VistaGen's common stock at
$0.50 per share, representing a 33% premium to the previous
day's closing price. Going forward, subject to the terms and
conditions of the agreement, VistaGen will have the option, but not
any obligation, to sell to LPC up to an additional $10.0 million of
its common stock over the next 24 months. VistaGen plans to use
proceeds from the initial sale of common stock and subsequent sales
under the agreement, if any, for general corporate purposes,
including ongoing preparation for Phase 3 clinical development of
PH94B neuroactive nasal spray for on-demand treatment of social
anxiety disorder (SAD), and working capital.
We are pleased to enter into this new financing agreement
with Lincoln Park Capital, which has been a very supportive
investor of VistaGen for many years. The agreement can provide
flexible access to capital, at our discretion, to advance our
anxiety and depression programs, stated
Shawn Singh, Chief Executive Officer of VistaGen.
Mr. Singh continued, The current COVID-19 pandemic has
brought about worrisome fear, anxiety, depression and other endemic
psychiatric conditions. Our team continues to push through this
period with even greater determination and motivation to accomplish
our core long-term and lasting goals focused on helping the
millions of people worldwide who suffer with mental health
challenges, especially in trying times such as
After a registration statement relating to the transaction is filed
with and declared effective by the U.S. Securities and Exchange
Commission (SEC), VistaGen, at its sole discretion, will control
the timing and amount of future sales of its common stock to LPC.
LPC has no right to require any additional shares of common stock
from VistaGen and LPC will be obligated to make purchases according
to VistaGen's direction. There are no upper limits to the price LPC
may be required pay to purchase common stock from VistaGen and the
purchase price of the shares will be based on the prevailing market
prices of VistaGen's shares of common stock at the time of each
sale. LPC has agreed not to cause, or engage in any manner
whatsoever, in any direct or indirect short selling or hedging of
VistaGen's common stock. There are no limitations on the use of
proceeds, and LPC has no rights of first refusal or participation
rights. In consideration for entering into the purchase agreement,
VistaGen has issued shares of common stock to LPC as a commitment
fee. VistaGen maintains the right to terminate the agreement at any
time, at its sole discretion, without any additional cost or
A description of the common stock purchase agreement and related
registration rights agreement is set forth in VistaGen's Current
Report on Form 8-K filed today with the SEC. No financial advisory
fees were paid, nor will any such fees be paid in the future, in
connection with any transaction under the agreement.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy the securities, nor shall there be
any sale of the securities in any state in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of such state.
Therapeutics is a multi-asset, clinical-stage biopharmaceutical
company developing new generation medicines for anxiety, depression
and other CNS-related diseases and disorders where current
treatments are inadequate, resulting in high unmet need. VistaGen's
focused on clinical-stage CNS drug candidates with a differentiated
mechanism of action, an exceptional safety profile, and therapeutic
potential in multiple CNS markets. For more information, please
visit www.vistagen.com
and connect with VistaGen on Twitter,
About Lincoln Park Capital Fund, LLC (LPC)
LPC is a long-only institutional investor headquartered in Chicago,
Illinois. LPC's experienced professionals manage a portfolio
of investments in public and private entities. These investments
are in a wide range of companies and industries emphasizing life
sciences and technology. LPC's investments range from
multi-year financial commitments to fund growth to special
situation financings to long-term strategic capital offering
companies' flexibility and consistency. For more information,
Forward-Looking Statements
release contains various statements concerning VistaGen's future
expectations, plans and prospects, including without limitation,
our expectations regarding access to working capital and
development and commercialization of our CNS drug candidates. In
addition, statements concerning the Company's future
expectations may include statements regarding intellectual property
and commercial protection of each of our drug candidates. Each of
these statements constitute forward-looking statements for the
purposes of the safe harbor provisions under the Private Securities
Litigation Reform Act of 1995. These forward-looking statements are
neither promises nor guarantees of future performance and are
subject to a variety of risks and uncertainties, many of which are
beyond our control, and may cause actual results to differ
materially from those contemplated in these forward-looking
statements. Those risks include the following: (i) we may encounter
unexpected adverse events in patients during our clinical
development of any product candidate that cause us to discontinue
further development; (ii) we may not be able to successfully
demonstrate the safety and efficacy of our product candidates at