Vistagen Therapeutics, Inc. (“Vistagen”) (Nasdaq: VTGN), a late
clinical-stage biopharmaceutical company aiming to transform the
treatment landscape for individuals living with anxiety,
depression, and other central nervous system (“CNS”) disorders,
today announced the pricing of a $100 million underwritten offering
of its common stock (or pre-funded warrants to purchase common
stock) and warrants to purchase common stock (or pre-funded
warrants in lieu thereof), before deducting underwriting discounts
and commissions and estimated offering expenses.
The financing was led by BVF Partners LP with participation from
Commodore Capital, Great Point Partners, Logos Capital, Nantahala
Capital, Surveyor Capital (a Citadel company), and TCGX along with
additional institutional investors.
At a combined purchase price of $5.38 per share of common stock,
accompanying T1 Warrant and accompanying T2 Warrant (as defined
below), the offering consists of 15,010,810 shares of Vistagen
common stock, accompanying warrants to purchase up to 9,294,022
shares of Vistagen common stock (or pre-funded warrants in lieu
thereof) at an exercise price of $5.38 per share or pre-funded
warrant (the “T1 Warrants”), and accompanying warrants to purchase
up to 11,265,086 shares of its common stock (or pre-funded warrants
in lieu thereof) at an exercise price of $8.877 per share or
pre-funded warrant (the “T2 Warrants”); and, to certain investors
in lieu of common stock, pre-funded warrants to purchase up to
3,577,240 shares of Vistagen common stock, accompanying T1 Warrants
and accompanying T2 Warrants at a combined price of $5.379 per
pre-funded warrant, accompanying T1 Warrant and accompanying T2
Warrant, which represents the per share offering price for the
common stock, accompanying T1 Warrant and accompanying T2 Warrant
less the $0.001 per share exercise price for each such pre-funded
warrant, in each case before deducting underwriting discounts and
commissions. Each share of common stock or pre-funded warrant will
be sold with an accompanying T1 Warrant and T2 Warrant.
The total gross proceeds to Vistagen from this offering are
expected to be approximately $100 million, before deducting
underwriting discounts and commissions and estimated offering
expenses payable by Vistagen and excluding any potential future
proceeds of up to $50 million from the exercise of the T1 Warrants
and up to $100 million from the exercise of the T2 Warrants.
Vistagen intends to use the net proceeds from the offering,
together with its existing cash and cash equivalents, for research,
development, manufacturing, and regulatory expenses associated with
development of its product candidates, including, primarily, its
PALISADE Phase 3 program for fasedienol for the acute treatment of
anxiety in adults with social anxiety disorder ("SAD"), and for
other working capital and general corporate purposes. If its
PALISADE Phase 3 program is successful, Vistagen believes the
proceeds from this offering, together with its existing cash and
cash equivalents, will be sufficient to fund its operations through
its potential submission of a U.S. New Drug Application for
fasedienol for the acute treatment of anxiety in adults with SAD.
All of the shares of common stock, pre-funded warrants, T1
Warrants, and T2 Warrants to be sold in the offering are being sold
by Vistagen. The offering is expected to close on October 4, 2023,
subject to the satisfaction of customary closing conditions.
Jefferies, Stifel, and William Blair are acting as joint
book-running managers for the offering.
These securities were offered by Vistagen pursuant to its
existing shelf registration statement (File No. 333-254299) filed
with the Securities and Exchange Commission (“SEC”) on March 15,
2021 and declared effective on March 26, 2021. A prospectus
supplement describing the terms of the offering will be filed with
the SEC and will form a part of the effective registration
statement. When available, copies of the prospectus supplement and
accompanying prospectus relating to the offering may be obtained by
contacting Jefferies LLC, Attention: Equity Syndicate Prospectus
Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, by
telephone at (877) 547-6340, or by email at
Prospectus_Department@Jefferies.com; Stifel, Nicolaus &
Company, Incorporated, Attention: Syndicate, One Montgomery Street,
Suite 3700, San Francisco, CA 94104, by telephone at (415)
364-2720, or by email at syndprospectus@stifel.com; or William
Blair & Company, L.L.C., Attention: Prospectus Department, 150
North Riverside Plaza, Chicago, IL 60606, by telephone at (800)
621-0687, or by email at prospectus@williamblair.com. An electronic
copy of the prospectus supplement and accompanying prospectus
relating to the offering will be available on the SEC website at
www.sec.gov.
This press release does not constitute an offer to sell or the
solicitation of offers to buy any securities of Vistagen, and shall
not constitute an offer, solicitation, or sale of any security in
any state or jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
About Vistagen
Vistagen is a late clinical-stage biopharmaceutical company
aiming to transform the treatment landscape for individuals living
with anxiety, depression, and other CNS disorders. Vistagen is
advancing therapeutics with the potential to be faster-acting, and
with fewer side effects and safety concerns, than those currently
available for the treatment of anxiety, depression, and multiple
CNS disorders. Vistagen’s pipeline includes six clinical-stage
product candidates, including fasedienol, itruvone, PH80, PH15, and
PH284, each an investigational agent belonging to a new class of
drugs known as pherines, as well as AV-101, which is an oral
prodrug of an antagonist of the N-methyl-D-aspartate receptor.
Pherines are neuroactive nasal sprays designed with an innovative
proposed mechanism of action that activates chemosensory neurons in
the nasal cavity and can beneficially impact key neural circuits in
the brain without systemic absorption or direct activity on neurons
in the brain. Vistagen is passionate about transforming mental
health care and redefining what is possible in the treatment of
anxiety, depression, and several other CNS disorders.
Forward-looking Statements
Certain of the statements made in this press release are
forward-looking, such as those, among others, relating to
Vistagen’s expectations regarding the completion of the offering,
including the anticipated use of proceeds therefrom. Actual results
or developments may differ materially from those projected or
implied in these forward-looking statements. Factors that may cause
such a difference include, without limitation, risks and
uncertainties related to whether or not Vistagen will be able to
raise capital through the sale of shares of common stock,
pre-funded warrants, T1 Warrants, and T2 Warrants; the final terms
of the offering, market, and other conditions; the satisfaction of
customary closing conditions related to the offering; and the
general economic, industry, or political conditions in the United
States or internationally. There can be no assurance that Vistagen
will be able to complete the offering on the anticipated terms, or
at all. Vistagen will need to raise additional capital to fund its
operations and may be unable to raise capital when needed, which
would force Vistagen to delay, reduce, or eliminate its product
development programs and/or commercialization efforts. You should
not place undue reliance on these forward-looking statements, which
apply only as of the date of this press release. Other risks and
uncertainties include, but are not limited to, issues related to:
adverse healthcare reforms and changes of laws and regulations;
manufacturing and marketing risks; inadequate and/or untimely
supply of one or more of Vistagen’s drug candidates to meet demand;
entry of competitive products; and other technical and unexpected
hurdles in the development, manufacture, and commercialization of
its drug candidates, as well as those risks more fully discussed in
the section entitled "Risk Factors" in Vistagen’s most recent
Annual Report on Form 10-K for the year ended March 31, 2023, and
in its most recent Quarterly Report on Form 10-Q for the quarter
and three months ended June 30, 2023, as well as discussions of
potential risks, uncertainties, and other important factors in its
other filings with the SEC. Vistagen’s SEC filings are available on
the SEC’s website at www.sec.gov. In addition, any forward-looking
statements represent Vistagen’s views only as of the issuance of
this release and should not be relied upon as representing its
views as of any subsequent date. Vistagen explicitly disclaims any
obligation to update any forward-looking statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231002934206/en/
Investors Mark McPartland Senior Vice President, Investor
Relations (650) 577-3606 markmcp@vistagen.com
Media Nate Hitchings SKDK nhitchings@skdknick.com
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