VistaGen Therapeutics Announces Common Stock Purchase Agreement for up to $10.25 Million
SOUTH SAN FRANCISCO, Calif., March 25, 2020 /PRNewswire/ -- VistaGen Therapeutics, Inc. (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 $10.25 million.
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 these."
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 penalty.
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.
About Lincoln Park Capital Fund, LLC (LPC)
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SOURCE VistaGen Therapeutics
Company Codes: NASDAQ-SMALL:VTGN