SOUTH SAN FRANCISCO, Calif.,
March 25, 2020 /PRNewswire/
-- 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 $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 VistaGen
VistaGen 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 pipeline is 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, LinkedIn and Facebook.
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, please visit
www.lpcfunds.com.
Forward-Looking Statements
This 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 each stage of clinical development;
(iii) success in preclinical studies or in early-stage clinical
studies may not be repeated or observed future studies, and ongoing
or future preclinical and clinical results may not support further
development of, or be sufficient to gain regulatory approval to
market any of our product candidates; (iv) decisions or actions of
regulatory agencies may negatively affect the progress of, and our
ability to proceed with, further clinical studies or to obtain
marketing approval for our drug candidates; (v) we may not be able
to obtain or maintain adequate intellectual property protection and
other forms of marketing and data exclusivity for our product
candidates; (vi) we may not have access to or be able to secure
substantial additional capital under the common stock purchase
agreement with LPC or otherwise, to support our operations,
including our ongoing nonclinical and clinical development
activities; and (vii) we may encounter technical and other
unexpected hurdles in the manufacturing and development of any of
our product candidates. Certain other risks are more fully
discussed in the section entitled "Risk Factors" in our most recent
annual report on Form 10-K, and subsequent quarterly reports on
Form 10-Q, as well as discussions of potential risks,
uncertainties, and other important factors in our other filings
with the SEC. Our SEC filings are available on the SEC's website
at www.sec.gov. In addition, any forward-looking statements
represent our views only as of the issuance of this release and
should not be relied upon as representing our views as of any
subsequent date. We explicitly disclaim any obligation to update
any forward-looking statements.
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SOURCE VistaGen Therapeutics