SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF
Date of Report (Date of earliest event reported): October 24, 2018
VistaGen Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
(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)
(Registrant’s telephone number, including area
(Former name or former address, if changed since last
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
☐ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d -2(b))
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 October 24, 2018,
VistaGen Therapeutics, Inc. (the “Company”)
exercised the option (the “PH10
granted to the Company by Pherin Pharmaceuticals, Inc.
to acquire an exclusive license for the worldwide rights to develop
and commercialize PH10 (the “PH10
first-in-class investigational neuroactive steroid drug candidate
administered as a nasal spray, currently in Phase 2 development for
the treatment of major depressive disorder
As a part of the Company’s acquisition of the PH10 License,
the Company and Pherin executed the license agreement that was
previously negotiated by the parties and attached to the PH10
Option as Exhibit B (the “PH10
As consideration for
the exercise of the option and acquisition of the PH10 License, the
Company issued to Pherin $2.0 million of the Company’s
unregistered common stock, par value $0.001 per share
Stock”), or a total of
925,926 shares, which was based on the closing price of the
Company’s Common Stock on October 23, 2018, as reported on
the Nasdaq Capital Market (the “PH10
Shares”). In the event
certain regulatory-based milestones are achieved, the Company will
also pay to Pherin cash payments and royalties upon attainment of
the applicable milestones.
description of the PH10 Agreement, does not purport to be complete,
in its entirety by reference to the PH10 Agreement, a copy of which
will be filed as an exhibit to the Company’s next periodic
report filed under the Securities Exchange Act of 1934, as amended
Item 3.02 Unregistered Sales of Equity Securities.
See Item 1.01 above with respect to the issuance of the PH10
The issuance of the the PH10 Shares 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. The PH10 Shares 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
Item 8.01 Other Events.
The Company today issued a press release announcing the acquisition
of the PH10 License. A copy of the press release is attached hereto
as Exhibit 99.1, and is incorporated by reference herein. The
information in this Item 8.01 and the press release attached hereto
as Exhibit 99.1 shall not be deemed “filed” for
purposes of Section 18 of the Exchange Act, nor shall such
information be deemed incorporated by reference in any filing under
the Securities Act or the Exchange Act.
Item 9.01 Exhibits.
See Exhibit Index.
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.
October 26, 2018
/s/ Shawn K. Singh
release issued by VistaGen Therapeutics Inc., dated October 25,