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): August 3, 2018
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:
☐ 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
3.02
Unregistered Sales of Equity Securities.
As of August 8, 2018, VistaGen Therapeutics, Inc.
(“Company”) has received approximately $2.25 million
from its self-placed private placement of unregistered securities
to individual accredited investors (“2018 Private
Placement”). In
accordance with the subscription agreements for the 2018 Private
Placement (the “Subscription
Agreements”), the Company
sold approximately 1.8 million units for $1.25 per unit.
Each unit consisted of one unregistered share of the
Company’s common stock, par value $0.001 per share
(“Common
Stock”), and a warrant
(the “Warrant”) to purchase one unregistered share of
Common Stock at an exercise price of $1.50 per share. The
Warrants are not exercisable until at least six months and
one day after the date of issuance and expire on February 28, 2022.
The Company expects to use the proceeds from the 2018 Private
Placement for general working capital
purposes.
The issuance of the shares of Common Stock and
Warrants included with each unit was exempt from the registration
requirements of the Securities Act of 1933, as amended (the
“Securities
Act”), in reliance
on the exemptions provided by Section 4(a)(2) of the Securities Act
as provided in Rule 506 of Regulation D promulgated thereunder. The
Common Stock and Warrants, and the Common Stock issuable upon
exercise of the Warrants, have not been registered under the
Securities Act or any other applicable securities laws, and unless
so registered, may not be offered or sold in the United States
except pursuant to an exemption from the registration requirements
of the Securities Act.
The
foregoing description of the Subscription Agreements and Warrant
are not complete, and are qualified by reference to such documents,
which are attached hereto as Exhibits 10.1 and 10.2,
respectively.
Item 9.01
Financial Statements and
Exhibits.
(d) Exhibits Index
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Exhibit No.
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Description
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Form of
2018 Private Placement Subscription Agreement
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Form of
2018 Private Placement Warrant
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Disclaimer.
This
Current Report on Form 8-K may contain, among other things, certain
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, including, without
limitation, (i) statements with respect to the Company's plans,
objectives, expectations and intentions; and (ii) other statements
identified by words such as "may", "could", "would", should",
"believes", "expects", "anticipates", "estimates", "intends",
"plans" or similar expressions. These statements are based upon the
current beliefs and expectations of the Company's management and
are subject to significant risks and uncertainties.
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:
August 9, 2018
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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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Form of
2018 Private Placement Subscription Agreement
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Form of
2018 Private Placement Warrant
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