Filed
Pursuant to Rule 424(b)(3)
Registration No.
333-237968
PROSPECTUS
13,082,707 Shares of Common
Stock
This
prospectus relates to the offer and sale, by the selling
stockholders identified herein, of up to 13,082,707 shares (the
Shares) of common stock,
par value $0.001, of VistaGen Therapeutics, Inc., a Nevada
corporation, (the Company),
including 12,137,707 shares of common stock issuable upon exercise
of certain warrants issued to the selling stockholders (the
Warrants). The Shares and
Warrants were issued by the Company to the selling stockholders in
various private placement transactions that occurred from time to
time between May 2015 and April 2020 (the Equity Transactions). See the section
titled The Corporate Equity
Transactions in this prospectus for a description of these
Equity Transactions which resulted in the issuance of such
Warrants.
We are
not selling any securities under this prospectus and will not
receive any of the proceeds from the sale of shares by the selling
stockholder.
The
selling stockholders may sell the shares of common stock described
in this prospectus in a number of different ways, and the prices at
which the selling stockholders may sell the shares will be
determined by the prevailing market price for the shares or in
negotiated transactions. We will bear the costs relating to the
registration of these shares. See Plan of Distribution for more
information about how the selling stockholders may sell the shares
of common stock being registered pursuant to this prospectus.
Our
common stock is currently listed on The Nasdaq Capital Market under
the symbol “VTGN”. On May 8, 2020, the last reported
sale price of our common stock on The Nasdaq Capital Market was
$0.42 per share.
Investing in our common stock involves a high degree of risk. You
should review carefully the risks and uncertainties described under
“Risk Factors” beginning on page 6 of this prospectus, and under similar
headings in any amendments or supplements to this
prospectus.
Neither
the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus. Any
representation to the contrary is a criminal offense.
The
date of this prospectus is May 13, 2020.
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This summary highlights information contained elsewhere in this
prospectus and does not contain all of the information you should
consider in making your investment decision. Before deciding to
invest in our common stock, you should read this entire prospectus
carefully, including the sections of this prospectus entitled
“Risk Factors” and our consolidated financial
statements and related notes incorporated by reference in this
prospectus. Unless the context otherwise requires, the words
“VistaGen Therapeutics, Inc.” “VistaGen,”
“we,” “the Company,” “us” and
“our” refer to VistaGen Therapeutics, Inc., a Nevada
corporation. “VistaStem Therapeutics, Inc.” and
“VistaGen California” refer to our wholly owned
subsidiary, VistaGen Therapeutics, Inc., a California corporation
doing business as VistaStem Therapeutics, Inc.
Business Overview
We are a multi-asset, clinical-stage
biopharmaceutical company committed to developing differentiated
new generation medications for anxiety, depression and other
central nervous system (CNS) diseases and disorders with high unmet need. Our
pipeline includes three clinical-stage CNS drug candidates, each
with a differentiated mechanism of action, an exceptional safety
profile in all clinical studies to date, and therapeutic potential
in multiple CNS markets. We aim to become a fully-integrated
biopharmaceutical company that develops and commercializes
innovative CNS therapies for large and growing mental health and
neurology markets where current treatments are inadequate to meet
the needs of millions of patients and caregivers
worldwide.
PH94B Neuroactive Nasal Spray for Anxiety-related
Disorders
PH94B neuroactive nasal spray is an odorless,
first-in-class, fast-acting synthetic neurosteroid with therapeutic
potential in a wide range of neuropsychiatric indications involving
anxiety or phobia. Conveniently self-administered in microgram
doses without systemic exposure, we are initially developing PH94B
as a potential fast-acting, non-sedating, non-addictive new
generation treatment of social anxiety disorder
(SAD).
SAD affects over 20 million Americans and, according to the
National Institutes of Health (NIH), is the third most common psychiatric condition
after depression and substance abuse. A person with SAD feels
symptoms of anxiety or fear in certain social situations, such as
meeting new people, dating, being on a job interview, answering a
question in class, or having to talk to a cashier in a store. Doing
everyday things in front of people - such as eating or drinking in
front of others or using a public restroom - also causes anxiety or
fear. A person with SAD is afraid that he or she will be
humiliated, judged, and rejected. The fear that people with
SAD have in social situations is so strong that they feel it is
beyond their ability to control. As a result, SAD gets in the way
of going to work, attending school, or doing everyday things in
situations with potential for interpersonal interaction. People
with SAD may worry about these and other things for weeks before
they happen. Sometimes, they end up staying away from places or
events where they think they might have to do something that will
embarrass or humiliate them. Some people with SAD have
performance anxiety. They feel physical symptoms of fear and
anxiety in performance situations, such as giving a lecture, a
speech or a presentation at school or work, as well as playing a
sports game, or dancing or playing a musical instrument on
stage. Without treatment, SAD can last for many years or a
lifetime and prevent a person from reaching his or her full
potential.
Only three drugs, all oral antidepressants
(ADs), are approved by the U.S Food and Drug
Administration (FDA) specifically for treatment of SAD. These
FDA-approved chronic ADs have slow onset of therapeutic effect
(often taking many weeks to months) and significant side effects
(often beginning soon after administration). Slow onset of effect,
chronic administration and significant side effects may make the
FDA-approved ADs inadequate or inappropriate treatment alternatives
for many individuals affected by SAD episodically. VistaGen’s
PH94B is fundamentally differentiated from all current anxiolytics,
including all ADs approved by the FDA for treatment of SAD.
Intranasal self-administration of only approximately 3.2 micrograms
of PH94B binds to nasal chemosensory receptors that, in turn,
activate key neural circuits in the brain that lead to rapid
suppression of fear and anxiety. In Phase 2 and pilot Phase 3
clinical studies to date, PH94B has not shown psychological side
effects (such as dissociation or hallucinations), systemic
exposure, sedation or other side effects and safety concerns that
may be caused by the current ADs approved by the FDA for treatment
of SAD, as well as by benzodiazepines and beta blockers, which are
not approved by the FDA to treat SAD but which may be prescribed by
psychiatrists and physicians for treatment of SAD on an off-label
basis.
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In a peer-reviewed, published double-blind,
placebo-controlled Phase 2 clinical trial, PH94B neuroactive nasal
spray was significantly more effective than placebo in reducing
both public-speaking (performance) anxiety (p=0.002) and social
interaction anxiety (p=0.009) in laboratory challenges of
individuals with SAD within 15 minutes of self-administration of a
non-systemic 1.6 microgram dose of PH94B. Based on its novel
mechanism of pharmacological action, rapid-onset of therapeutic
effects and exceptional safety and tolerability profile in Phase 2
and pilot Phase 3 clinical trials to date, we are preparing for
Phase 3 clinical development of PH94B for treatment of SAD in
adults. Our goal is to develop and commercialize PH94B as the first
FDA-approved, fast-acting, on-demand, at-home treatment for SAD.
Additional potential anxiety-related neuropsychiatric indications
for PH94B include general anxiety disorder, peripartum anxiety
(pre- and post-partum anxiety), preoperative or pre-testing (e.g.,
pre-MRI) anxiety, panic disorder, post-traumatic stress disorder
and specific social phobias. The FDA has granted
Fast Track designation for development of our PH94B neuroactive
nasal spray for on-demand treatment of SAD, the FDA’s first
such designation for a drug candidate for SAD.
In
addition to development of PH94B as a potential treatment for SAD,
we announced plans in April 2020 to expand clinical development of
PH94B to include treatment of adjustment disorder, an emotional or
behavioral reaction considered excessive or out of proportion to a
stressful event or major life change, occurring within three months
of the stressor, and/or significantly impairing a person’s
social, occupational and/or other important areas of functioning.
We plan to submit our proposed protocol for an exploratory Phase 2a
study of PH94B for treatment of adjustment disorder due to
stressors related to the COVID-19 pandemic to the FDA through the
Coronavirus Treatment Acceleration Program (CTAP). The proposed Phase 2 study will
be conducted in New York City on an open-label basis and involve
approximately 30 subjects suffering from adjustment disorder with
anxiety from stressors related to the pandemic.
PH10 Neuroactive Nasal Spray for Depression and Suicidal
Ideation
PH10 neuroactive nasal spray is an odorless,
first-in-class, fast-acting synthetic neurosteroid with therapeutic
potential in a wide range of neuropsychiatric indications involving
depression and suicidal ideation. Conveniently self-administered in
microgram doses without systemic exposure, we are initially
developing PH94B as a potential fast-acting, non-sedating,
non-addictive new generation treatment of major depressive disorder
(MDD).
Depression is a serious medical illness and a
global public health concern that can occur at any time over a
person's life. While most people will experience depressed mood at
some point during their lifetime, MDD is different. MDD is the
chronic, pervasive feeling of utter unhappiness and suffering,
which impairs daily functioning. Symptoms of MDD include diminished
pleasure or loss of interest in activities, changes in appetite
that result in weight changes, insomnia or oversleeping,
psychomotor agitation, loss of energy or increased fatigue,
feelings of worthlessness or inappropriate guilt, difficulty
thinking, concentrating or making decisions, and thoughts of death
or suicide and attempts at suicide. Current FDA-approved
medications available in the multi-billion-dollar global AD market
often fall far short of satisfying the unmet medical needs of
millions suffering from the debilitating effects of
depression.
While
current FDA-approved ADs are widely used, about two-thirds of
patients with MDD do not respond to their initial AD treatment.
Inadequate response to current ADs is among the key reasons MDD is
one of the leading public health concerns in the United States,
creating a significant unmet medical need for new agents with
fundamentally different mechanisms of action and side effect and
safety profiles.
PH10 is a new generation antidepressant with a
mechanism of action that is fundamentally different from all
current ADs. After self-administration, a non-systemic
microgram-level dose of PH10 binds to nasal chemosensory receptors
that, in turn, activate key neural circuits in the brain that can
lead to rapid-onset antidepressant effects, but without the
psychological side effects (such as dissociation and
hallucinations) or safety concerns that maybe be caused by
ketamine-based therapy (KBT), including intravenous ketamine or esketamine
nasal spray, or the significant side effects of current ADs. In an
exploratory 30-patient Phase 2a clinical trial, PH10,
self-administered at a dose of 6.4 micrograms, was well-tolerated
and demonstrated significant (p=0.022) rapid-onset antidepressant
effects, which were sustained over an 8-week period, as measured by
the Hamilton Depression Rating Scale (HAM-D), without side effects
or safety concerns that may be caused by KBT. Based on positive
results from this exploratory Phase 2a study, we are preparing for
Phase 2b clinical development of PH10 in MDD. With its exceptional
safety profile during clinical development to date, we believe
PH10, as a convenient at-home therapy, has potential for multiple
applications in global depression markets, including as a
stand-alone front-line therapy for MDD, as an add-on therapy to
augment current FDA-approved ADs for patients with MDD who have an
inadequate response to standard ADs, and to prevent relapse
following successful treatment with KBT.
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AV-101, an Oral NMDA Receptor Antagonist
AV-101
(4-Cl-KYN) targets the NMDAR (N-methyl-D-aspartate receptor), an
ionotropic glutamate receptor in the brain. Abnormal NMDAR function
is associated with numerous CNS diseases and disorders. AV-101 is
an oral prodrug of 7-chloro-kynurenic acid (7-Cl-KYNA), which is a
potent and selective full antagonist of the glycine co-agonist site
of the NMDAR that inhibits the function of the NMDAR. Unlike
ketamine and many other NMDAR antagonists, 7-Cl-KYNA is not an ion
channel blocker. In all studies to date, AV-101 has exhibited no
dissociative or hallucinogenic psychological side effects or safety
concerns similar to those that may be caused by amantadine and KBT.
With its exceptionally few side effects and excellent safety
profile, AV-101 has potential to be a differentiated oral, new
generation treatment for multiple large-market CNS indications
where current treatments are inadequate to meet high unmet patient
needs. The FDA has granted Fast Track designation for development
of AV-101 as both a potential adjunctive treatment for MDD and as a
non-opioid treatment for neuropathic pain.
We recently completed a double-blind,
placebo-controlled, multi-center Phase 2 clinical trial of AV-101
as a potential adjunctive treatment, together with a standard
FDA-approved oral AD (either a selective serotonin reuptake
inhibitor (SSRI) or a
serotonin norepinephrine reuptake inhibitor (SNRI)), in
MDD patients who had an inadequate response to a stable dose
of a standard AD (the Elevate
Study). Topline results of the
Elevate Study (n=199) indicated that the AV-101 treatment arm (1440
mg) did not differentiate from placebo on the primary endpoint
(change in the Montgomery-Åsberg Depression Rating Scale
(MADRS-10) total score compared to baseline), potentially due to
sub-therapeutic levels of 7-Cl-KYNA in the brain. As in prior
clinical studies, AV-101 was well tolerated, with no
psychotomimetic side effects or drug-related serious adverse
events.
Recent discoveries from successful AV-101
preclinical studies suggest that there is a substantially increased
brain concentration of AV-101 and its active metabolite, 7-Cl-KYNA,
when AV-101 is given together with probenecid, a safe and
well-known oral anion transport inhibitor used to treat gout. These
surprising effects were first revealed in our recent preclinical
studies, although they are consistent with well-documented clinical
studies of probenecid increasing the therapeutic benefits of
several unrelated classes of approved drugs, including
certain antibacterial, anticancer and antiviral drugs. When probenecid was administered adjunctively
with AV-101 in an animal model, substantially increased brain
concentrations of both AV-101 (7-fold) and of 7-Cl-KYNA (35-fold)
were discovered. We
also recently identified that some of the same kidney transporters
that reduce drug concentrations in the blood, by excretion in the
urine, are also found in the blood brain barrier and function to
reduce 7-Cl-KYNA levels in the brain by pumping it out of the brain
and back into the blood. In the recent preclinical studies with
AV-101 and probenecid, we discovered that blocking those
transporters in the blood brain barrier with probenecid resulted,
as noted above, in a substantially increased brain concentration of
7-Cl-KYNA. This 7-Cl-KYNA efflux-blocking effect of probenecid,
with the resulting increased brain levels and duration of
7-Cl-KYNA, suggests the potential impact of AV-101 with probenecid
could result in far more profound therapeutic benefits for patients
with MDD and other NMDAR-focused CNS diseases and disorders than
demonstrated in the Elevate Study. Some of the new discoveries from our recent AV-101
preclinical studies with adjunctive probenecid were presented by a
collaborator of VistaGen at the British Pharmacological
Society’s Pharmacology 2019 annual conference in Edinburgh,
UK in December 2019.
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In addition, a Phase 1b target engagement study
completed after the Elevate Study by the Baylor College of Medicine
(Baylor) with financial support from the U.S. Department
of Veterans Affairs (VA), involved 10 healthy volunteer U.S. military
Veterans who received single doses of AV-101 (720 mg or 1440 mg) or
placebo, in a double-blind, randomized, cross-over controlled
trial. The primary goal of the study was to identify and define a
dose-response relationship between AV-101 and multiple
electrophysiological (EEG) biomarkers related to NMDAR function, as well as
blood biomarkers associated with suicidality (the
Baylor
Study). The findings from the
Baylor Study suggest that, in healthy Veterans, the higher dose of
AV-101 (1440 mg) was associated with dose-related increase in the
40 Hz Auditory Steady State Response (ASSR), a robust measure of the integrity of inhibitory
interneuron synchronization that is associated with NMDAR
inhibition. Findings from the successful Baylor Study were
presented at the 58th Annual Meeting of the American College of
Neuropsychopharmacology (ACNP) in Orlando, Florida in December
2019.
The
successful Baylor Study and the recent discoveries in our
preclinical studies involving AV-101 and adjunctive probenecid
suggest that it may be possible to increase therapeutic
concentrations and duration of 7-Cl-KYNA in the brain, and thus
increase NMDAR antagonism in MDD patients with an inadequate
response to standard ADs when AV-101 and probenecid are combined.
During 2020, we plan to conduct additional AV-101 preclinical
studies with adjunctive probenecid to evaluate its potential
applicability to MDD, suicidal ideation and other NMDAR-focused CNS
indications for which we have existing preclinical data with AV-101
as a monotherapy, including epilepsy, levodopa-induced dyskinesia,
and neuropathic pain, to determine the most appropriate path
forward for potential future clinical development and
commercialization of AV-101.
VistaStem Therapeutics – Stem Cell Technology for Drug Rescue
and Regenerative Medicine
In addition to our current CNS drug candidates, we
have stem cell technology-based, pipeline-enabling programs through
our wholly-owned subsidiary, VistaStem Therapeutics
(VistaStem). VistaStem is focused on applying human
pluripotent stem cell (hPSC) technologies, including our customized cardiac
bioassay system, CardioSafe
3D, to discover and develop
small molecule New Chemical Entities (NCEs) for our CNS pipeline or out-licensing. In
addition, VistaStem’s stem cell technologies involving
hPSC-derived blood, cartilage, heart and liver cells have multiple
potential applications in the cell therapy (CT) and regenerative medicine (RM) fields.
To advance potential CT and RM applications of
VistaStem’s hPSC technologies related to heart cells, we
licensed to BlueRock Therapeutics LP, a next generation CT/RM
company formed jointly by Bayer AG and Versant Ventures, rights to
develop and commercialize certain proprietary technologies relating
to the production of cardiac stem cells for the treatment of heart
disease. As a result of its acquisition of BlueRock Therapeutics in
2019, Bayer AG now holds rights to develop and commercialize
VistaStem’s hPSC technologies relating to the production of
heart cells for the treatment of heart disease
(the Bayer
Agreement). In a manner
similar to the Bayer Agreement, we may pursue additional
collaborations involving rights to develop and commercialize
VistaStem’s hPSC technologies for production of blood,
cartilage, and/or liver cells for CT and RM applications,
including, among other indications, treatment of arthritis, cancer
and liver disease.
Corporate Information
VistaGen Therapeutics, Inc., a Nevada
corporation, is the parent of VistaGen Therapeutics, Inc. (dba
VistaStem Therapeutics, Inc.), a wholly owned California
corporation founded in 1998. Our principal executive offices are
located at 343 Allerton Avenue, South San Francisco, California
94080, and our telephone number is (650) 577-3600. Our website
address is www.vistagen.com.
The information contained on our website is not part of this
prospectus supplement or the accompanying prospectus. We have
included our website address as a factual reference and do not
intend it to be an active link to our website.
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The Offering
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Shares of common stock offered by the selling
stockholders
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13,082,707 shares of common stock, par value $0.001 per
share, including 12,137,707 shares of common stock issuable upon
exercise of certain outstanding common stock purchase warrants (the
Warrants)
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Shares of common stock outstanding before this
offering
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49,938,042 shares of common stock, which amount includes the
Shares that may be offered and sold by the selling stockholders
identified herein.
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Shares of common stock to be outstanding after giving effect to the
issuance of 12,137,707 shares issuable upon exercise of the
Warrants registered hereunder
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62,075,749 shares of common stock.
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Use of proceeds
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We will
receive no proceeds from the sale of shares of common stock by the
selling stockholders in this offering. We may receive proceeds upon
cash exercises, if any, of the Warrants. See Use of Proceeds.
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Terms of this offering
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The
selling stockholders, including their transferees, donees,
pledgees, assignees and successors-in-interest, may sell, transfer
or otherwise dispose of any or all of the shares of common stock
offered by this prospectus from time to time on The Nasdaq Capital
Market or any other stock exchange, market or trading facility on
which the shares are traded or in private transactions. The shares
of common stock may be sold at fixed prices, at market prices
prevailing at the time of sale, at prices related to prevailing
market price or at negotiated prices.
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Nasdaq symbol
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Our
common stock is listed on The Nasdaq Capital Market under the
symbol “VTGN”.
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Risk Factors
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Investing
in our common stock involves a high degree of risk. You should
review carefully the risks and uncertainties described in or
incorporated by reference under the heading “Risk Factors” in this prospectus,
the documents we have incorporated by reference herein, and under
similar headings in other documents filed after the date hereof and
incorporated by reference into this prospectus. See Incorporation of Certain Information by
Reference and Where You Can
Find More Information.
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Unless otherwise noted, the number of shares of our
common stock prior to and after this offering is based on
49,938,042 shares outstanding as of May 8, 2020 and
excludes:
●
750,000 shares
of common stock reserved for issuance upon conversion
of 500,000 shares our Series A Preferred Stock held by
one institutional investor and one accredited individual
investor;
●
1,160,240 shares
of common stock reserved for issuance upon conversion
of 1,160,240 shares of our Series B 10% Convertible
Preferred Stock held by two institutional investors;
●
2,318,012 shares
of common stock reserved for issuance upon conversion
of 2,318,012 shares of our Series C Convertible Preferred
Stock held by one institutional investor;
●
26,680,281 shares
of common stock that have been reserved for issuance upon exercise
of outstanding warrants, with a weighted average exercise price of
$1.64 per share;
●
11,808,088 shares
of common stock reserved for issuance upon exercise of outstanding
stock options under our 2016 Equity Incentive Plan and our 2019
Omnibus Equity Incentive Plan, with a weighted average exercise
price of $1.22 per share;
●
4,925,162 shares of
common stock reserved for future issuance in connection with future
grants under our 2019 Omnibus Equity Incentive Plan;
and
●
1,000,000 shares of
common stock reserved for future issuance in connection with future
sales under our 2019 Employee Stock Purchase Plan.
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Our Annual Report on Form 10-K for the fiscal year
ended March 31, 2019 and our Quarterly Report on Form 10-Q for the
quarters ended June 30, 2019, September 30, 2019 and December 31,
2019, which are incorporated by reference into this prospectus, as
well as our other filings with the SEC, include material risk
factors relating to our business. Those risks and uncertainties are
not the only risks and uncertainties that we face. Additional risks
and uncertainties that are not presently known to us or that we
currently deem immaterial or that are not specific to us, such as
general economic conditions, may also materially and adversely
affect our business and operations. If any of those risks and
uncertainties actually occur, our business, financial condition or
results of operations could be harmed substantially. In such a
case, you may lose all or part of your investment. You should
carefully consider the risks and uncertainties described below and
incorporated by reference herein, and all other information
contained in or incorporated by reference into this
prospectus, as updated by our subsequent filings under the
Exchange Act, before making an
investment decision with respect to our common
stock.
Risks Related to this Offering
Our stock price may be volatile, and you may not be able to resell
shares of our common stock at or above the price you
paid.
The
public trading price for our common stock can be affected by a
number of factors, including:
●
plans
for, progress of or results from nonclinical and clinical
development activities related to our product
candidates;
●
the
failure of the FDA or other regulatory authority to approve our
product candidates;
●
announcements
of new products, technologies, commercial relationships,
acquisitions or other events by us or our competitors;
●
the
success or failure of other CNS therapies;
●
regulatory
or legal developments in the U.S. and other countries;
●
announcements
regarding our intellectual property portfolio;
●
failure
of our product candidates, if approved, to achieve commercial
success;
●
fluctuations
in stock market prices and trading volumes of similar
companies;
●
variations
in our quarterly operating results;
●
changes
in our financial guidance or securities analysts’ estimates
of our financial performance;
●
sales
or purchases of large blocks of our common stock, including sales
or purchases by our executive officers, directors and significant
stockholders;
●
establishment
of short positions by holders or non-holders of our
stock;
●
additions
or departures of key personnel;
●
discussion
of us or our stock price by the press and by online investor
communities; and
●
general market conditions and overall fluctuations
in U.S. equity markets, including fluctuations attributable to the
recent outbreak of the novel coronavirus (COVID-19);
●
conditions
that are outside of our control, such as the impact of health and
safety concerns from the current outbreak of COVID-19 or other
unforeseeable circumstances; and
●
other
risks and uncertainties described in these risk factors and the
risk factors incorporated into this prospectus by
reference.
In
recent years, the stock markets generally and the stock prices of
many companies in the pharmaceutical industry have experienced
extreme price and volume fluctuations that have often been
unrelated or disproportionate to the operating performance of those
companies. Broad market and industry factors may significantly
affect the market price of our common stock, regardless of our
actual operating performance. These fluctuations may be even more
pronounced in the trading market for our common stock shortly
following this offering. If the market price of shares of our
common stock does not ever exceed the price at which shares are
acquired under the Purchase Agreement, you may not be able to
resell shares of our common stock at or above the price you
paid.
Future sales and issuances of our common stock or other securities
may result in significant dilution and could cause the price of our
common stock to decline.
To
raise capital, we may sell common stock, convertible securities or
other equity securities in one or more transactions at prices and
in a manner we determine from time to time. These sales, or the
perception in the market that the holders of a large number of
shares intend to sell shares, could reduce the market price of our
common stock. These sales may also result in material dilution to
our existing stockholders, and new investors could gain rights
superior to our existing stockholders.
In
addition, sales of a substantial number of shares of our
outstanding common stock in the public market could occur at any
time. Certain of our stockholders, including certain of the selling
stockholders, hold a substantial number of our common stock that
many of them are now able to sell in the public market. Sales of
stock by these stockholders could have a material adverse effect on
the trading price of our common stock.
We
cannot predict what effect, if any, sales of our shares in the
public market or the availability of shares for sale will have on
the market price of our common stock. However, future sales of
substantial amounts of our common stock in the public market,
including shares issued upon exercise of outstanding warrants or
options, or the perception that such sales may occur, could
adversely affect the market price of our common
stock.
CAUTIONARY NOTES REGARDING FORWARD-LOOKING
STATEMENTS
This
prospectus contains forward-looking statements that involve
substantial risks and uncertainties. All statements contained in
this prospectus, other than statements of historical facts, are
forward-looking statements including statements regarding our
strategy, future operations, future financial position, future
revenue, projected costs, prospects, plans, objectives of
management and expected market growth. These statements involve
known and unknown risks, uncertainties and other important factors
that may cause our actual results, performance or achievements to
be materially different from any future results, performance or
achievements expressed or implied by the forward-looking
statements.
The
words “anticipate,” “believe,”
“estimate,” “expect,” “intend,”
“may,” “plan,” “predict,”
“project,” “target,”
“potential,” “will,” “would,”
“could,” “should,” “continue,”
and similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain
these identifying words. These forward-looking statements include,
among other things, statements about:
●
the availability of capital to satisfy our working capital
requirements;
●
the accuracy of our estimates regarding expenses, future revenues
and capital requirements;
●
our plans to develop and commercialize our any of our current
product candidates;
●
our ability to initiate and complete our clinical trials and to
advance our product candidates into additional clinical trials,
including pivotal clinical trials, and successfully complete such
clinical trials;
●
regulatory developments in the U.S. and foreign
countries;
●
the performance of our third-party contractors involved with the
manufacturer and production of our drug candidates for nonclinical
and clinical development activities, contract research
organizations and other third-party nonclinical and clinical
development collaborators and regulatory service
providers;
●
our ability to obtain and maintain intellectual property protection
for our core assets;
●
the size of the potential markets for our product candidates and
our ability to serve those markets;
●
the rate and degree of market acceptance of our product candidates
for any indication once approved;
●
the success of competing products and product candidates in
development by others that are or become available for the
indications that we are pursuing;
●
the loss of key scientific, clinical and nonclinical development,
and/or management personnel, internally or from one of our
third-party collaborators; and
●
other risks and uncertainties, including those described under Item
1A, “ Risk
Factors,” in our Annual
Report on Form 10-K for the fiscal year ended March 31, 2019 and
subsequent Quarterly Reports on Form 10-Q, which risk factors are
incorporated herein by reference.
These
forward-looking statements are only predictions and we may not
actually achieve the plans, intentions or expectations disclosed in
our forward-looking statements, so you should not place undue
reliance on our forward-looking statements. Actual results or
events could differ materially from the plans, intentions and
expectations disclosed in the forward-looking statements we make.
We have based these forward-looking statements largely on our
current expectations and projections about future events and trends
that we believe may affect our business, financial condition and
operating results. We have included important factors in the
cautionary statements included in this prospectus, as well as
certain information incorporated by reference into this prospectus,
that could cause actual future results or events to differ
materially from the forward-looking statements that we make. Our
forward-looking statements do not reflect the potential impact of
any future acquisitions, mergers, dispositions, joint ventures or
investments we may make.
You
should read this prospectus with the understanding that our actual
future results may be materially different from what we expect. We
do not assume any obligation to update any forward-looking
statements whether as a result of new information, future events or
otherwise, except as required by applicable law.
THE CORPORATE EQUITY
TRANSACTIONS
From
inception in May 1998 through April 2020, the Company has financed
its operations, in part, through the issuance and sale of equity
and debt securities during which the Shares and essentially all of
the Warrants were issued, as well as through government research
grant awards, strategic collaboration payments, intellectual
property licenses and other revenues, and in-kind benefits from
agreements for government-sponsored and directly-funded clinical
trials. Additionally, the Company has issued equity securities,
including certain of the Warrants, in noncash settlement of
liabilities for professional services rendered to it or as
compensation for such services.
Information about
the transactions resulting in the issuance of the Shares and
Warrants follows below:
2014 Unit Private Placement
Between
March 2014 and May 14, 2015, in private placement transactions, we
entered into securities purchase agreements with accredited
investors for the 2014 Unit Private Placement pursuant to
which we sold 2014 Units to such accredited investors for aggregate
cash proceeds of $3,413,500, consisting of (i) 2014 Unit Notes in
the aggregate face amount of $3,413,500 due between March 31, 2015
and May 15, 2015 or automatically convertible into securities
issuable upon our consummation of a Qualified Financing, as defined
in the notes; (ii) an aggregate of 315,850 restricted shares of our
common stock; and (iii) 2014 Unit Warrants exercisable through
December 31, 2016 to purchase an aggregate of 307,100 restricted
shares of our common stock at an exercise price of $10.00 per
share. The expiration date of the 2014 Unit Warrants was
subsequently extended until May 2020 and certain of the 2014 Unit
Warrants were subsequently exchanged for unregistered shares of our
common stock.
Warrants
exercisable for an aggregate total of 60,531 shares of common stock
are included in this prospectus that were originally issued as a
part of the 2014 Unit Warrants.
Series B Preferred Unit Offering
Between May 2015 and May 2016, in self-placed
private placement transactions, we sold to accredited investors an
aggregate of $5,303,800 of units in our Series B Preferred Unit
offering, which units consisted of Series B Preferred stock and
Series B Warrants (together Series B Preferred
Units) (the Series B Preferred Unit
Offering). We issued 757,692
shares of Series B Preferred stock and Series B Warrants to
purchase 757,692 shares of our common
stock.
Warrants
exercisable for an aggregate total of 68,287 shares of common stock
are included in this prospectus that were originally issued as a
part of the Series B Preferred Units.
Common Stock and Warrants Issued in Spring 2017 Private
Placement
Between March 2017 and June 2017, in
self-placed private placement transactions, we sold to accredited
investors units, at a purchase price of $2.00 per unit, consisting
of an aggregate of 495,001 unregistered shares of our common stock
and warrants, exercisable through April 2021, to purchase an
aggregate of 495,001 unregistered shares of our common stock at a
weighted average exercise price of $3.99 per share (the
Spring 2017 Private Placement
Warrants). The purchaser of the units has no registration
rights with respect to the shares of common stock, warrants or the
shares of common stock issuable upon exercise of the warrants
comprising the units sold. The warrants are not exercisable until
six months and one day following the date of issuance. We received
aggregate cash proceeds of $987,800 in connection with these
self-placed private placement transactions.
Warrants
exercisable for an aggregate total of 482,501 shares of common
stock are included in this prospectus that were originally issued
as Spring 2017 Private Placement Warrants.
Common Stock and Warrants Issued in August 2017 Private
Placement
During
August 2017, in a self-placed private placement transaction, we
sold to an accredited investor units consisting of 28,572 shares of
our unregistered common stock and warrants exercisable through
April 30, 2021 to purchase 28,572 unregistered shares of our common
stock at an exercise price of $4.00 per share (the August 2017 Private Placement
Warrants). The purchaser of the units has no registration
rights with respect to the shares of common stock, warrants or the
shares of common stock issuable upon exercise of the warrants
comprising the units sold. The warrants are not exercisable until
six months and one day following the date of issuance. We received
cash proceeds of $50,000 from this sale of our securities, and the
entire amount of the proceeds was credited to stockholders’
equity.
Warrants
exercisable for an aggregate total of 28,572 shares of common stock
are included in this prospectus that were originally issued as
August 2017 Private Placement Warrants.
Common Stock and Warrants Issued in November 2017 Private
Placement
In
November 2017, in a self-placed private placement transaction, we
sold to an accredited investor units consisting of 150,000 shares
of our unregistered common stock and warrants exercisable through
November 30, 2021 to purchase 150,000 unregistered shares of our
common stock at an exercise price of $2.00 per share (the
November 2017
Private Placement Warrants). The purchaser of the units has no
registration rights with respect to the shares of common stock,
warrants or the shares of common stock issuable upon exercise of
the warrants comprising the units sold. The warrants are not
exercisable until six months and one day following the date of
issuance. We received cash proceeds of $150,000 from this sale of
our securities, and the entire amount of the proceeds was credited
to stockholders’ equity.
Warrants
exercisable for an aggregate total of 150,000 shares of common
stock are included in this prospectus that were originally issued
as November 2017 Private Placement Warrants.
Common Stock and Warrants Issued in Summer 2018 Private
Placement
Between
June 2018 and October 2018, we completed a self-placed private
placement with accredited investors, pursuant to which we sold
units, at a purchase price of $1.25 per unit, consisting of
4,605,000 unregistered shares of our common stock and warrants,
exercisable through February 28, 2022, to purchase 4,605,000
unregistered shares of our common stock at an exercise price of
$1.50 per share (the Summer 2018
Private Placement Warrants) (the Summer 2018 Private Placement). The
purchasers of the units have no registration rights with respect to
the shares of common stock, warrants or the shares of common stock
issuable upon exercise of the warrants comprising the units sold.
The warrants are not exercisable until at least six months and one
day following the date of issuance. We received aggregate cash
proceeds of $5,756,200 in connection with the Summer 2018 Private
Placement and the entire amount of the proceeds was credited to
stockholders’ equity.
Following
the Winter 2019 Warrant Modification, described below, investors
holding a total of 820,000 warrants issued in the Summer 2018
Private Placement elected to exercise their warrants at the reduced
price of $0.50 per share, resulting in proceeds to us of
$410,000.
An
aggregate of 820,000 shares of common stock issued upon exercise of
Summer 2018 Private Placement Warrants are included in this
prospectus. Additionally, warrants exercisable for an aggregate
total of 3,898,800 shares of common stock are included in this
prospectus that were originally issued as Summer 2018 Private
Placement Warrants.
Common Stock and Warrants Issued in Fall 2018 Private
Placement
The
Summer 2018 Private Placement was oversubscribed. To accommodate
additional investor interest, during October 2018, we accepted
subscription agreements from accredited investors, pursuant to
which we sold to such investors units, at a unit purchase price
equal to $0.15 above the closing quoted market price of our common
stock on the Nasdaq Capital Market on the effective date of the
investor’s subscription agreement, consisting of an aggregate
of 420,939 unregistered shares of our common stock and four-year,
immediately exercisable warrants to purchase 420,939 unregistered
shares of our common stock at a per share exercise price equal to
the closing quoted market price of our common stock on the Nasdaq
Capital Market on the effective date of the investor’s
subscription agreement (the Fall
2018 Private Placement Warrants)(the Fall 2018 Private Placement). The
purchasers of the units have no registration rights with respect to
the shares of common stock, warrants or the shares of common stock
issuable upon exercise of the warrants comprising the units sold.
We received aggregate cash proceeds of $812,500 in connection with
the Fall 2018 Private Placement and settled an outstanding
professional service payable by accepting a subscription agreement
in the amount of $40,000 and issuing the corresponding number of
shares of common stock and warrants.
Warrants
exercisable for an aggregate total of 420,939 shares of common
stock are included in this prospectus that were originally issued
as Fall 2018 Private Placement Warrants.
Fall 2019 Private Placement
Between October 30, 2019 and November 7, 2019, in
a self-placed private placement and pursuant to subscription
agreements received from certain accredited investors, we sold to
such investors units, at a purchase price of $1.00 per unit,
consisting of an aggregate of 650,000 unregistered shares of our
common stock and warrants, exercisable beginning six months and one
day following issuance and through November 1, 2023, to purchase
325,000 unregistered shares of our common stock at an exercise
price of $2.00 per share (the Fall 2019 Private
Placement). We received cash
proceeds of $650,000 from the Fall 2019 Private
Placement.
Warrants
exercisable for an aggregate total of 650,000 shares of common
stock are included in this prospectus that were originally issued
as Fall 2019 Private Placement Warrants.
Winter 2019 Warrant Modification
On December 4, 2019, we modified outstanding
warrants previously issued as a part of completed private
placements, including those issued in the transactions described
above, to temporarily reduce, for a period of two years or, if
sooner, until the expiration of the warrant, the exercise price of
such warrants to $0.50 per share, in order to more closely align
the exercise price of the warrants with the trading price of our
common stock at such time (the Winter 2019 Warrant
Modification). Following the
two-year period during which the exercise price is reduced, the
exercise price of each modified warrant will revert to its
pre-modification price. As a result of the Winter 2019 Warrant
Modification, outstanding warrants to purchase a total of
approximately 6.6 million unregistered shares of our common stock
were modified.
Winter 2019 Warrant Offering
In December 2019, we completed a self-placed
private placement of warrants to purchase unregistered shares of
our common stock at an offering price of $0.15 per warrant
(the Winter
2019 Warrant Offering).
Warrants offered and sold in the Winter 2019 Warrant Offering have
an exercise price of $0.50 per share and term of three years from
the issuance date. We sold warrants to purchase a total of 2.0
million unregistered shares of our common stock for cash proceeds
to us of $300,000.
Warrants
exercisable for an aggregate total of 2,000,000 shares of common
stock are included in this prospectus that were originally issued
in the Winter 2019 Warrant Offering.
Registered Direct Offering of Common Stock and Concurrent Warrant
Offering
On January 24, 2020, we entered into a
securities purchase agreement with certain accredited investors
pursuant to which we received gross cash proceeds of $2.75 million
upon the sale of an aggregate of 3,870,077 shares of our common
stock at a purchase price of $0.71058 per share (the
January 2020
Registered Direct Offering).
Concurrently with the January 2020 Offering, we also commenced a
private placement in which we issued and sold warrants (the
January 2020
Private Placement Warrants)
exercisable for an aggregate of 3,870,077 unregistered shares
of our common stock, having an exercise price of $0.73 per warrant
share. The 3,870,077 shares of common stock sold in the January
2020 Offering (but not the January 2020 Private
Placement Warrants or the shares underlying the warrants)
were offered and sold pursuant to a prospectus, dated September 30,
2019, and a prospectus supplement dated January 24, 2020, in
connection with a takedown from our shelf registration statement
on Form S-3 (File No. 333-234025).
Warrants
exercisable for an aggregate total of 3,870,077 shares of common
stock are included in this prospectus that were originally issued
as January 2020 Private Placement Warrants.
April 2020 Private Placement
On April 23, 2020, in a self-placed private
placement and pursuant to a subscription agreement received from an
accredited investor, we sold to such investor units, at a purchase
price of $0.40 per unit, consisting of an aggregate of 125,000
unregistered shares of our common stock and warrants, exercisable
beginning six months and one day following issuance and through
April 30, 2024, to purchase 125,000 unregistered shares of our
common stock at an exercise price of $0.50 per share (the
April 2020 Private
Placement). We received cash
proceeds of $50,000 from the April 2020 Private
Placement.
A
total of 125,000 Shares and Warrants exercisable for an aggregate
total of 125,000 shares of common stock are included in this
prospectus that were originally issued in connection with the April
2020 Private Placement.
Issuance of Warrants to Professional Services
Providers
We have
periodically issued warrants to certain professional services
providers as full or partial compensation for services they render
to us. In March 2016, in private placement transactions, we issued
five-year warrants to purchase an aggregate of 230,000 unregistered
shares of our common stock at an exercise price of $8.00 per share
to various scientific, legal and strategic advisory service
providers (the March 2016
Consultant Service Warrants). During the quarter ended
September 30, 2018, in private placement transactions, we issued
four-year warrants to purchase an aggregate of 288,000 unregistered
shares of our common stock at an exercise price of $1.50 per share
for investor relations and corporate
awareness services ( the Summer 2018 Consultant Service
Warrants). Both the March 2016
Consultant Service Warrants and the Summer 2018 Consultant Service
Warrants were included in the Winter 2019 Warrant
Modification.
Warrants exercisable for an aggregate total of
185,000 shares and 198,000 shares of common stock are included in
this prospectus that were originally issued as March 2016
Consultant Service Warrants and Summer 2018 Consultant Service
Warrants, respectively.
This prospectus relates to the resale by the
selling stockholders identified in the table below of Shares and
shares of common stock issuable upon exercise of the Warrants. The
selling stockholders may, from time to time, offer and sell
pursuant to this prospectus any or all of the Shares and shares of
common stock acquired upon exercise of the Warrants. The selling
stockholders may sell some, all or none of the shares registered by
the registration statement of which this prospectus forms a part.
We do not know how long the selling stockholders will hold the
Shares before selling them or if the selling stockholders will
exercise any of the Warrants, and we currently have no agreements,
arrangements or understandings with the selling stockholders
regarding the sale of any of the shares. For more information about
the transactions pursuant to which the selling stockholders
acquired the Shares and the Warrants, please see the section
titled The
Corporate Equity Transactions above.
The
following table presents information regarding the selling
stockholders and the Shares and shares of common stock issuable
upon exercise of the Warrants that they may offer and sell from
time to time under this prospectus. The table is prepared based on
information supplied to us by the selling stockholders and reflects
their holdings as of April 27, 2020. Unless otherwise indicated
below, none of the selling stockholders nor any of their affiliates
has held a position or office, or had any other material
relationship, with us or any of our predecessors or affiliates.
Beneficial ownership is determined in accordance with Section 13(d)
of the Exchange Act and Rule 13d-3 thereunder.
|
|
|
Securities Offered Pursuant to this Prospectus
|
Shares Beneficially Owned After Offering (3)(4)
|
|
Name of Selling Stockholder (1)
|
Shares Beneficially Owned Prior to the Offering (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
Reid
Adler
|
145,567
|
-
|
25,000
|
120,567
|
*
|
|
Alliance
Funds LLC (5)
|
143,514
|
-
|
43,514
|
100,000
|
*
|
|
Timothy
J. Alpers
|
160,000
|
-
|
80,000
|
80,000
|
*
|
|
Tyler
Anderson
|
21,000
|
-
|
20,000
|
1,000
|
*
|
|
James
G. Athas
|
100,000
|
-
|
50,000
|
50,000
|
*
|
|
Rohit
K. Bawa
|
410,000
|
-
|
150,000
|
260,000
|
*
|
|
Joshua
R. Bentley, Trustee of the Bentley Family 2002 Trust
|
50,000
|
-
|
25,000
|
25,000
|
*
|
|
Joseph
Beretta
|
90,000
|
-
|
25,000
|
65,000
|
*
|
|
Lloyd
Berhoff
|
668,500
|
-
|
200,000
|
468,500
|
*
|
|
James
R. Berkeley
|
83,400
|
-
|
50,000
|
33,400
|
*
|
|
Yaakov
Yitzchak Bodner
|
17,131
|
-
|
14,714
|
2,417
|
*
|
|
Michael
A. Bozzuto
(6)
|
955,972
|
-
|
306,383
|
477,986
|
*
|
|
Gregory
S. Broms
|
200,000
|
-
|
100,000
|
100,000
|
*
|
|
Emily
Cabral
|
50,000
|
-
|
25,000
|
25,000
|
*
|
|
CAM
Group of Florida LLC (7)
|
199,054
|
-
|
99,527
|
99,527
|
*
|
|
Joanne
Carlino
|
80,000
|
-
|
40,000
|
40,000
|
*
|
|
Nicolas
Carosi III
|
400,000
|
-
|
200,000
|
200,000
|
*
|
|
Cavalry
Fund I LP (8)
|
399,514
|
-
|
299,514
|
100,000
|
*
|
|
David
A. Cesario
|
2,671,575
|
-
|
771,575
|
1,900,000
|
3.82%
|
|
David
A. Cesario and John Cesario, Joint Tenants
|
2,220,000
|
-
|
1,220,000
|
1,000,000
|
2.46%
|
|
John
Cesario
|
455,500
|
-
|
168,000
|
287,500
|
*
|
|
Bianca
K. Chung
|
25,000
|
-
|
12,500
|
12,500
|
*
|
|
Allen
H. Cicchitelli
|
142,044
|
-
|
62,472
|
79,572
|
*
|
|
Coast
to Coast Produce LLC (9)
|
955,972
|
-
|
171,603
|
477,986
|
*
|
|
Timothy
E. Colby
|
88,324
|
-
|
44,162
|
44,162
|
*
|
|
James
M. Condon, Jr.
|
124,500
|
-
|
52,500
|
72,000
|
*
|
|
Davis
& Georgia Irrevocable Trust dated 6/29/2010 (10)
|
80,000
|
-
|
40,000
|
40,000
|
*
|
|
ePay
Funding, Inc. (11)
|
246,062
|
-
|
100,000
|
146,062
|
*
|
|
George
Feiss
|
62,500
|
-
|
25,000
|
37,500
|
*
|
|
Mark
Flather
|
287,564
|
-
|
51,282
|
236,282
|
*
|
|
Brian
Galli and Maria Galli, Joint Tenants
|
160,000
|
-
|
20,000
|
140,000
|
*
|
|
Douglas
S. Garfinkel Declaration of Trust dated 9/4/15 (12)
|
220,000
|
-
|
20,000
|
200,000
|
*
|
|
Joe
Gerard
|
7,824
|
-
|
4,478
|
3,346
|
*
|
|
Jerome
Gildner, DDS
|
200,000
|
-
|
100,000
|
100,000
|
*
|
|
GMP
Securities ITF: 410-3T00F (13)
|
4,368
|
-
|
4,000
|
368
|
*
|
|
GMP
Securities ITF: Robert Halpern
|
9,176
|
-
|
8,951
|
225
|
*
|
|
Golden
Capital Partners, LLC (14)
|
183,251
|
-
|
50,251
|
133,000
|
*
|
|
Todd
A. Higgins
|
165,765
|
-
|
16,737
|
149,028
|
*
|
|
William
E. Holden
|
256,974
|
-
|
128,487
|
128,487
|
*
|
|
Jeffrey
S. Holden
|
27,028
|
-
|
13,514
|
13,514
|
*
|
|
Horberg
Enterprises LP (15)
|
283,000
|
-
|
60,000
|
223,000
|
*
|
|
Akiva
Horowitz
|
12,715
|
-
|
10,715
|
2,000
|
*
|
|
Christopher
R. Jacobs
|
26,563
|
-
|
10,000
|
16,563
|
*
|
|
Jermax,
LLC (16)
|
617,292
|
-
|
50,000
|
517,292
|
1.04%
|
|
Joseph
R. Nemeth Living Trust UAD 12/6/72 (17)
|
32,170
|
-
|
14,286
|
17,884
|
*
|
|
Anthony
E. Keller
|
16,000
|
-
|
8,000
|
8,000
|
*
|
|
Jeffrey
J. Lederman
|
40,393
|
-
|
25,000
|
15,393
|
*
|
|
Michael
Liebowitz, MD
|
217,552
|
-
|
80,000
|
137,552
|
*
|
|
Lincoln
Park Capital Fund LLC (18)
|
6,262,068
|
800,000
|
2,814,602
|
2,647,466
|
5.24%
|
|
Jeffrey
A. Lindeman Trust UAD 9/23/10 (19)
|
73,206
|
-
|
25,000
|
48,206
|
*
|
|
D.
Craig Loucks, MD
|
100,000
|
-
|
50,000
|
50,000
|
*
|
|
Robert
L. Lumpkins, Trustee of the Robert L. Lumpkins Revocable
Trust
|
140,000
|
-
|
70,000
|
70,000
|
*
|
|
Anthony
J. Martone
|
50,000
|
-
|
25,000
|
25,000
|
*
|
|
MAZ
Partners (20)
|
16,981
|
-
|
15,000
|
1,981
|
*
|
|
Marvin
Mermelstein
|
15,534
|
-
|
7,143
|
8,391
|
*
|
|
Millennium
Park Capital LLC (21)
|
90,000
|
-
|
90,000
|
-
|
*
|
|
Ryan
C. Nelson
|
82,216
|
-
|
32,216
|
50,000
|
*
|
|
Michael
Nemelka
|
33,200
|
-
|
17,200
|
16,000
|
*
|
|
Darryl
K. Olsen
|
230,000
|
-
|
80,000
|
150,000
|
*
|
|
Lawrence
A. Pabst
|
120,000
|
-
|
60,000
|
60,000
|
*
|
|
Paul
J. Paternoster
|
107,399
|
-
|
25,000
|
82,399
|
*
|
|
Cleo
Patra
|
100,000
|
-
|
50,000
|
50,000
|
*
|
|
Pegmax,
LLC (22)
|
617,292
|
-
|
50,000
|
517,292
|
1.04%
|
|
George
Pesce and Lori Pesce, Joint Tenants
|
200,000
|
-
|
100,000
|
100,000
|
*
|
|
Michael
C. Phillips
|
250,000
|
-
|
25,000
|
225,000
|
*
|
|
Plazacorp
Investments Limited (23)
|
17,962
|
-
|
17,962
|
-
|
*
|
|
James
Prause
|
237,500
|
-
|
37,500
|
200,000
|
*
|
|
The
James D. Prause Trust (24)
|
375,000
|
-
|
175,000
|
200,000
|
*
|
|
Jeffrey
M. Quick
|
20,652
|
-
|
10,000
|
10,652
|
*
|
|
Reber-Burness
Trust (25)
|
52,649
|
-
|
25,000
|
27,649
|
*
|
|
James
V. Rosati
|
33,200
|
-
|
17,200
|
16,000
|
*
|
|
Ryan
D. Scharfenberger (26)
|
97,700
|
-
|
25,000
|
72,700
|
*
|
|
H.
L. Severance Inc. Profit Sharing Plan and Trust (dated January 26,
1971) (27)
|
120,000
|
-
|
60,000
|
60,000
|
*
|
|
H.
Leigh Severance
|
120,000
|
-
|
60,000
|
60,000
|
*
|
|
Dennis
J. Sheehan, Trustee of The Sheehan Family Trust
|
350,000
|
-
|
100,000
|
250,000
|
*
|
|
Donald
E. Shore
|
33,000
|
-
|
12,500
|
20,500
|
*
|
|
Marlene
Singh, Trustee of Trust "A" of the Singh Family Trust dated
4/25/1977
|
325,362
|
125,000
|
125,000
|
75,362
|
*
|
|
Francis
W. K. Smith, Jr.
|
526,000
|
-
|
240,000
|
286,000
|
*
|
|
William
D. Smithburg
|
200,000
|
-
|
100,000
|
100,000
|
*
|
|
St.
Andrews, Inc. (28)
|
272,500
|
-
|
150,000
|
122,500
|
*
|
|
Steven
J. Strulowitz
|
300,000
|
-
|
150,000
|
150,000
|
*
|
|
John
S. Sturman Roth IRA
|
242,500
|
-
|
80,000
|
162,500
|
*
|
|
Lynda
Sutton
|
30,043
|
-
|
25,000
|
5,043
|
*
|
|
Maier
Tarlow
|
62,750
|
-
|
28,000
|
34,750
|
*
|
|
Tauriga
Sciences, Inc. (29)
|
1,032,000
|
-
|
480,000
|
552,000
|
1.11%
|
|
Jacob
Tepper
|
15,550
|
-
|
7,143
|
8,407
|
*
|
|
Edward
Thompson
|
50,000
|
-
|
25,000
|
25,000
|
*
|
|
Randy
Underleider
|
82,205
|
20,000
|
-
|
62,205
|
*
|
|
Eric
Weinberger
|
5,791,106
|
-
|
750,000
|
5,041,106
|
10.15%
|
|
Lawrence
Wert
|
253,734
|
-
|
86,000
|
167,734
|
*
|
|
Mariette
Woestemeyer
|
1,407,300
|
-
|
703,650
|
703,650
|
*
|
|
Daniel
Zucker
|
42,612
|
-
|
14,426
|
28,186
|
*
|
|
|
|
945,000
|
12,137,707
|
|
|
___________________
|
(1)
|
Information concerning named selling stockholders or
future transferees, pledgees, assignees, distributees, donees or
successors of or from any such stockholder or others who later hold
any selling stockholder’s interests will be set forth in
supplements to this prospectus, absent circumstances indicating
that the change is material. In addition, post-effective
amendments to the registration statement of which this prospectus
forms a part will be filed to disclose any material changes to the
plan of distribution from the description in the final
prospectus.
|
|
(2)
|
Includes (i) securities held by the selling stockholders, other
than the Shares and shares of common stock issuable upon exercise
of the Warrants, which shares are not being offered pursuant to
this prospectus, and (ii) all Shares and shares of common stock
issuable upon exercise of the Warrants being registered by the
registration statement of which this prospectus forms a
part.
|
|
(3)
|
Beneficial ownership is determined in accordance with the rules and
regulations of the SEC. In computing the number of
shares beneficially owned by a person and the percentage ownership
of that person, securities that are currently convertible or
exercisable into shares of our common stock, or convertible or
exercisable into shares of our common stock within 60 days of April
27, 2020 are deemed outstanding. Such shares, however,
are not deemed outstanding for the purposes of computing the
percentage ownership of any other person.
In addition, amounts reported in this column assumes that (i) each
selling stockholder will exercise of all Warrants, and (ii) that
each selling stockholder will sell all of the shares of common
stock offered pursuant to this prospectus, including all shares of
common stock that may be issued upon conversion of the Warrants
identified herein.
|
|
(4)
|
Based on 49,538,042 shares of common stock outstanding as of April
27, 2020.
|
|
(5)
|
Thomas Walsh, President of Alliance Fund LLC, has voting control
and investment discretion over the securities reported herein and
may be deemed to be the beneficial owner thereof.
|
|
(6)
|
Shares
beneficially held before and after the offering include shares held
directly by Coast to Coast Produce LLC, including 171,603 shares of
common stock issuable upon exercise of Warrants held by Coast to
Coast Produce LLC.
|
|
(7)
|
Frank Monti, Manager of CAM Group of Florida LLC, has voting
control and investment discretion over the securities reported
herein and may be deemed to be the beneficial owner
thereof.
|
|
(8)
|
Thomas Walsh is the managing member of Cavalry Fund I Management
LLC, which is the general partner of Cavalry Fund I LP. As such,
Mr. Walsh has voting control and investment discretion over the
securities reported herein and may be deemed to be the beneficial
owner thereof.
|
|
(9)
|
Michael Bozzuto has voting control and investment discretion over
the securities reported herein and may be deemed to be the
beneficial owner thereof. Shares beneficially held before and after
the offering include shares held directly by Mr. Bozzuto, including
306,383 shares of common stock issuable upon exercise of Warrants
held by Mr. Bozzuto.
|
|
(10)
|
Louis Biasi has voting control and investment discretion over the
securities reported herein and may be deemed to be the beneficial
owner thereof.
|
|
(11)
|
Michael Dinnen, Chief Executive Officer of ePay Funding, Inc., has
voting control and investment discretion over the securities
reported herein and may be deemed to be the beneficial owner
thereof.
|
|
(12)
|
Douglas S. Garfinkel, Trustee of the Douglas S. Garfinkel
Declaration of Trust dated 9/4/15, has voting control and
investment discretion over the securities reported herein and may
be deemed to be the beneficial owner thereof.
|
|
(13)
|
Robert Halpern, President of 410-3T00F, has voting control and
investment discretion over the securities reported herein and may
be deemed to be the beneficial owner thereof.
|
|
(14)
|
Andrew Golden has voting control and investment discretion over the
securities reported herein and may be deemed to be the beneficial
owner thereof.
|
|
(15)
|
Todd Horberg, President of the general partner of Horberg
Enterprises LP, has voting control and investment discretion over
the securities reported herein and may be deemed to be the
beneficial owner thereof.
|
|
(16)
|
Jerry Gin has voting control and investment discretion over the
securities reported herein and may be deemed to be the beneficial
owner thereof. Mr. Gin currently serves as a member of the
Company's Board of Directors. Shares beneficially held after the
offering includes 50,000 shares issuable upon exercise of a Warrant
held by Pegmax, LLC, an entity controlled by Peggy Gin, Dr. Gin's
spouse, which shares are being registered on pursuant to the
registration statement of which this prospectus forms a
part.
|
|
(17)
|
Joseph R. Nemeth, Trustee of the Joseph R. Nemeth Living Trust UAD
12/6/72, has voting control and investment discretion over the
securities reported herein and may be deemed to be the beneficial
owner thereof.
|
|
(18)
|
Josh Scheinfeld and Jonathan Cope, the Managing Members of Lincoln
Park Capital, LLC, are deemed to be beneficial owners of all of the
shares of common stock owned by Lincoln Park Capital Fund,
LLC.
|
|
(19)
|
Jeffrey A. Lindeman and Mona L. Lindeman, Trustees of the Jeffrey
A. Lindeman Trust UAD 9/23/10, have voting control and investment
discretion over the securities reported herein and may be deemed to
be the beneficial owner thereof.
|
|
(20)
|
Walter Schenker, Principal of MAZ Partners, has voting control and
investment discretion over the securities reported herein and may
be deemed to be the beneficial owner thereof.
|
|
(21)
|
Christopher Wynne has voting control and investment discretion over
the securities reported herein and may be deemed to be the
beneficial owner thereof.
|
|
(22)
|
Peggy Gin has voting control and investment discretion over the
securities reported herein and may be deemed to be the beneficial
owner thereof. Ms. Gin is the spouse of Dr. Jerry Gin, who
currently serves as a member of the Company's Board of Directors.
Shares beneficially held after the offering includes 50,000 shares
issuable upon exercise of a Warrant held by Jermax, LLC, an entity
controlled by Dr. Gin, which shares are being registered pursuant
to the registration statement of which this prospectus forms a
part.
|
|
(23)
|
Sruli Weinreb has voting control and investment discretion over the
securities reported herein and may be deemed to be the beneficial
owner thereof.
|
|
(24)
|
James Prause, Trustee of The James D. Prause Trust, has voting
control and investment discretion over the securities reported
herein and may be deemed to be the beneficial owner
thereof.
|
|
(25)
|
James Burness, Trustee of the Reber-Burness Trust, has voting
control and investment discretion over the securities reported
herein and may be deemed to be the beneficial owner
thereof.
|
|
(26)
|
Mr. Scharfenberger has advised the Company that he is affiliated
with a broker-dealer, and that the securities were received solely
as an investment and not with a view to or for resale or
distribution.
|
|
(27)
|
H. Leigh Severance, Trustee of the H. L. Severance Inc. Profit
Sharing Plan and Trust (dated January 26, 1971), has voting control
and investment discretion over the securities reported herein and
may be deemed to be the beneficial owner thereof.
|
|
(28)
|
Todd Kaplan has voting control and investment discretion over the
securities reported herein and may be deemed to be the beneficial
owner thereof.
|
|
(29)
|
Kevin Lacey has voting control and investment discretion over the
securities reported herein and may be deemed to be the beneficial
owner thereof.
|
The
common stock to be offered and sold using this prospectus will be
offered and sold by the selling stockholders named in this
prospectus. Accordingly, we will not receive any proceeds from any
sale of shares of our common stock in this offering. All
shares of common stock registered by this prospectus may be issued
upon exercise of the Warrants. Upon any exercise of the
Warrants, the selling stockholders will pay us the applicable
exercise price, and we currently anticipate that any such proceeds
would be used primarily for working capital and general corporate
purposes. We will pay all of the fees and expenses incurred by
us in connection with this registration. We will not be responsible
for fees and expenses incurred by the selling stockholders or any
underwriting discounts or agent’s commissions.
We
have never paid or declared any cash dividends on our common stock,
and we do not anticipate paying any cash dividends on our
common stock in the foreseeable future. Shares of our
Series B 10% Convertible Preferred Stock accrue dividends at a rate
of 10% per annum, which dividends are payable solely in
unregistered shares of our common stock at the time the Series B
10% Convertible Preferred Stock is converted into common
stock.
We
are registering the Shares and shares of common stock issuable upon
exercise of the Warrants held by the selling stockholders
identified herein to permit the resale of these shares of common
stock by the holders thereof from time to time after the date of
this prospectus. We will not receive any of the proceeds from the
sale by the selling stockholders of the shares of our common stock,
if any. We will bear all fees and expenses incident to our
obligation to register the shares of our common stock.
The
common stock may be sold or distributed from time to time by the
selling stockholder directly to one or more purchasers or through
brokers, dealers, or underwriters who may act solely as agents at
market prices prevailing at the time of sale, at prices related to
the prevailing market prices, at negotiated prices, or at fixed
prices, which may be changed. The sale of the common stock offered
by this prospectus could be affected in one or more of the
following methods:
●
ordinary
brokers’ transactions;
●
transactions
involving cross or block trades;
●
through
brokers, dealers, or underwriters who may act solely as
agents;
●
“at
the market” into an existing market for the common
stock;
●
in
other ways not involving market makers or established business
markets, including direct sales to purchasers or sales effected
through agents;
●
in
privately negotiated transactions; or
●
any
combination of the foregoing.
In
order to comply with the securities laws of certain states, if
applicable, the shares may be sold only through registered or
licensed brokers or dealers. In addition, in certain states, the
shares may not be sold unless they have been registered or
qualified for sale in the state or an exemption from the
state’s registration or qualification requirement is
available and complied with.
If
the selling stockholders effect such transactions by selling shares
of common stock to or through underwriters, broker-dealers or
agents, such underwriters, broker-dealers or agents may receive
commissions in the form of discounts, concessions or commissions
from the selling stockholders or commissions from purchasers of the
shares of common stock for whom they may act as agent or to whom
they may sell as principal (which discounts, concessions or
commissions as to particular underwriters, broker-dealers or agents
may be in excess of those customary in the types of transactions
involved). In connection with sales of the shares of our common
stock or otherwise, the selling stockholders may enter into hedging
transactions with broker-dealers, which may in turn engage in short
sales of the shares of common stock in the course of hedging in
positions they assume. The selling stockholders may also sell
shares of common stock short and deliver shares of common stock
covered by this prospectus to close out short positions and to
return borrowed shares in connection with such short sales. The
selling stockholders may also loan or pledge shares of common stock
to broker-dealers that in turn may sell such shares.
The
selling stockholders may pledge or grant a security interest in
some or all of the Warrants or shares of common stock owned by
them, and, if they default in the performance of their secured
obligations, the pledgees or secured parties may offer and sell the
shares of common stock from time to time pursuant to this
prospectus or any amendment to this prospectus under Rule 424(b)(3)
or other applicable provision of the Securities Act, amending, if
necessary, the list of selling stockholders to include the pledgee,
transferee or other successors in interest as selling stockholders
under this prospectus. The selling stockholders also may transfer
and donate the shares of common stock in other circumstances in
which case the transferees, donees, pledgees or other successors in
interest will be the selling beneficial owners for purposes of this
prospectus.
The
selling stockholders and any broker-dealer participating in the
distribution of the shares of common stock may be deemed to be
“underwriters” within the meaning of the Securities
Act, and any commission paid, or any discounts or concessions
allowed to, any such broker-dealer may be deemed to be underwriting
commissions or discounts under the Securities Act. At the time a
particular offering of the shares of common stock is made, a
prospectus supplement, if required, will be distributed which will
set forth the aggregate amount of shares of common stock being
offered and the terms of the offering, including the name or names
of any broker-dealers or agents, any discounts, commissions and
other terms constituting compensation from the selling stockholders
and any discounts, commissions or concessions allowed or reallowed
or paid to broker-dealers.
Under
the securities laws of some states, the shares of common stock may
be sold in such states only through registered or licensed brokers
or dealers. In addition, in some states the shares of common stock
may not be sold unless such shares have been registered or
qualified for sale in such state or an exemption from registration
or qualification is available and is complied with.
There
can be no assurance that any selling stockholder will sell any or
all of the shares of common stock registered pursuant to the
registration statement, of which this prospectus forms a
part.
The
selling stockholders and any other person participating in such
distribution will be subject to applicable provisions of the
Exchange Act, and the rules and regulations thereunder, including,
without limitation, Regulation M of the Exchange Act, which may
limit the timing of purchases and sales of any of the shares of
common stock by the selling stockholders and any other
participating person. Regulation M may also restrict the ability of
any person engaged in the distribution of the shares of common
stock to engage in market-making activities with respect to the
shares of common stock. All of the foregoing may affect the
marketability of the shares of common stock and the ability of any
person or entity to engage in market-making activities with respect
to the shares of common stock.
We will pay all expenses of the registration of
the shares of common stock pursuant to the Registration Rights
Agreement, including, without limitation, SEC filing fees and
expenses of compliance with state securities or “blue
sky” laws; provided, however,
that a selling stockholder will pay
all underwriting discounts and selling commissions, if any. We will
indemnify the selling stockholders against liabilities, including
some liabilities under the Securities Act, in accordance with the
Registration Rights Agreements, or the selling stockholders will be
entitled to contribution. We may be indemnified by the selling
stockholders against civil liabilities, including liabilities under
the Securities Act, that may arise from any written information
furnished to us by the selling stockholder specifically for use in
this prospectus, in accordance with the related Registration Rights
Agreement, or we may be entitled to
contribution.
Once
sold under the registration statement, of which this prospectus
forms a part, the shares of common stock will be freely tradable in
the hands of persons other than our affiliates.
DESCRIPTION OF OUR CAPITAL
STOCK
The following summary of the rights of our capital stock is not
complete and is subject to and qualified in its entirety by
reference to our certificate of incorporation and bylaws, copies of
which are filed as exhibits to our Annual Report on Form 10-K for
the year ended March 31, 2019, filed with the SEC on June 25, 2019,
which is incorporated by reference
herein.
General
Our
authorized capital stock consists of 175.0 million shares of common
stock, $0.001 par value per share, and 10.0 million shares of
preferred stock, $0.001 par value per share.
Common Stock
This section describes the general terms of our common stock that
we may offer from time to time. For more detailed information, a
holder of our common stock should refer to our Restated and Amended
Article of Incorporation, as amended (our Articles) and our Amended
and Restated Bylaws (our Bylaws), copies of which are filed with
the SEC as exhibits to the registration statement of which this
prospectus is a part.
As of
May 8, 2020, there were issued
and outstanding, or reserved for issuance:
●
49,938,042 shares of common stock held by approximately
6,000 stockholders of
record;
●
750,000 shares of common stock reserved for issuance upon
conversion of 500,000 shares
our Series A Preferred held by one institutional investor and one
accredited individual investor;
●
1,160,240 shares of common stock reserved for issuance upon
conversion of 1,160,240 shares
of our Series B Preferred held by two institutional
investors;
●
2,318,012 shares of common stock reserved for issuance upon
conversion of 2,318,012 shares
of our Series C Preferred held by one institutional
investor;
●
26,680,281 shares of common stock that have been reserved
for issuance upon exercise of outstanding warrants, with a weighted
average exercise price of $1.64
per share;
●
7,768,088 registered shares of common stock reserved for
issuance upon exercise of outstanding stock options under our
Amended and Restated 2016 Stock Incentive Plan, with a weighted
average exercise price of $1.41 per share;
●
4,040,000
registered shares of common stock reserved for issuance upon
exercise of outstanding stock options under our 2019 Omnibus Equity
Incentive Plan, with a weighted average exercise price of $0.85 per
share;
●
4,925,162 registered shares of common stock reserved
for future issuance in connection with future grants under our 2019
Omnibus Equity Incentive Plan; and
●
1,000,000
shares of common stock reserved for future issuance in connection
with future sales under our 2019 Employee Stock Purchase
Plan.
We may
elect or be required to amend our Articles to increase the number
of shares of common stock authorized for issuance prior to
completing sales of shares of our common stock, or securities
convertible and/or exchangeable into shares of our common stock
described in this prospectus.
Except
as otherwise expressly provided in our Articles, or as required by
applicable law, all shares of our common stock have the same rights
and privileges and rank equally, share ratably and are identical in
all respects as to all matters, including, without limitation,
those described below. All outstanding shares of common stock are
fully paid and nonassessable.
Voting Rights
Each
holder of our common stock is entitled to cast one vote for each
share of common stock held on all matters submitted to a vote of
stockholders. Cumulative voting for election of directors is not
allowed under our Articles, which means that a plurality of the
shares voted can elect all of the directors then outstanding for
election. Except as otherwise provided under Nevada law or our
Articles, and Bylaws, on matters other than election of directors,
action on a matter is approved if the votes cast favoring the
action exceed the votes cast opposing the action.
Dividend Rights
The
holders of outstanding shares of our common stock are entitled to
receive dividends out of funds legally available, if our board of
directors, in its discretion, determines to issue dividends, and
only at the times and in the amounts that our board of directors
may determine. Our board of directors is not obligated to declare a
dividend. We have not paid any dividends in the past and we do not
intend to pay dividends in the foreseeable future.
Liquidation Rights
Upon
our liquidation, dissolution or winding-up, the holders of our
common stock will be entitled to share equally, identically and
ratably in all assets remaining, subject to the prior satisfaction
of all outstanding debt and liabilities and the preferential rights
and payment of liquidation preferences, if any, on any outstanding
shares of preferred stock.
No Preemptive or Similar Rights
Our
common stock is not subject to conversion, redemption, sinking fund
or similar provisions.
Transfer Agent and Registrar
The
transfer agent and registrar for our common stock is Computershare
Trust Company, N.A., Jersey City, New Jersey.
Listing
Our
common stock is listed on The Nasdaq Capital Market under the
symbol “VTGN”.
Executive Officers
The Company’s executive officers are
appointed by the Board of Directors (the Board) and serve at the discretion of the Board,
subject to the terms of any employment agreements they may have
with the Company. The following is a brief description of the
present and past business experience of each of the Company’s
current executive officers.
|
Name
|
|
Age
|
|
Position
|
|
Shawn K. Singh, JD
|
|
57
|
|
Chief Executive Officer and Director
|
|
H. Ralph Snodgrass, Ph.D.
|
|
70
|
|
Founder, President, Chief Scientific Officer and
Director
|
|
Mark A. Smith, M.D., Ph.D.
|
|
64
|
|
Chief Medical Officer
|
|
Jerrold D. Dotson, CPA
|
|
66
|
|
Vice President, Chief Financial Officer and Secretary
|
|
Mark A. McPartland
|
|
54
|
|
Vice President, Corporate Development
|
Shawn K. Singh has
served as our Chief Executive Officer since August 2009, first as
the Chief Executive Officer of VistaGen Therapeutics, Inc., a
California corporation (VistaGen
California), then as Chief Executive Officer of the Company
after the merger by and between VistaGen California and the Company
on May 11, 2011 (the Merger), at which time VistaGen
California became a wholly-owned subsidiary of the Company. Mr.
Singh first joined the Board of Directors of VistaGen California in
2000 and served on the VistaGen California management team
(part-time) from late-2003, following VistaGen California’s
acquisition of Artemis Neuroscience, of which he was President, to
August 2009. In connection with the Merger, Mr. Singh was appointed
as a member of our Board in 2011. Mr. Singh has nearly 30 years of
experience working with biotechnology, medical device and
pharmaceutical companies, both private and public. From 2001 to
August 2009, Mr. Singh served as Managing Principal of Cato
BioVentures, a life science venture capital firm, and as Chief
Business Officer and General Counsel of Cato Research Ltd, a
contract research organization (CRO) affiliated with Cato BioVentures.
Mr. Singh served as President (part-time) of Echo Therapeutics, a
medical device company, from 2007 to 2009, and as a member of its
Board of Directors from 2007 to 2011. He also served as Chief
Executive Officer (part- time) of Hemodynamic Therapeutics, a
private biopharmaceutical company affiliated with Cato BioVentures,
from 2004 to 2009. From 2000 to 2001, Mr. Singh served as Managing
Director of Start-Up Law, a management consulting firm serving
biotechnology companies. Mr. Singh also served as Chief Business
Officer of SciClone Pharmaceuticals (formerly NASDAQ: SCLN), a
specialty pharmaceutical company with a substantial commercial
business in China, from 1993 to 2000, and as a corporate finance
associate of Morrison & Foerster LLP, an international law
firm, from 1991 to 1993. Mr. Singh earned a B.A. degree, with
honors, from the University of California, Berkeley, and a Juris
Doctor degree from the University of Maryland School of Law. Mr.
Singh is a member of the State Bar of California.
H. Ralph
Snodgrass, Ph.D. co-founded VistaGen California with Dr.
Gordon Keller in 1998 and served as the Chief Executive Officer of
VistaGen California until August 2009. Dr. Snodgrass has served as
the President and Chief Scientific Officer of VistaGen California
from inception to the present, and in the same positions with the
Company following the completion of the Merger. He served as a
member of the Board of Directors of VistaGen California from 1998
to 2011, and was appointed to serve on our Board after the
completion of the Merger. Prior to founding VistaGen California,
Dr. Snodgrass served as a key member of the executive management
team that led Progenitor, Inc., a biotechnology company focused on
developmental biology, through its initial public offering, and was
its Chief Scientific Officer from June 1994 to May 1998, and its
Executive Director from July 1993 to May 1994. He received his
Ph.D. in immunology from the University of Pennsylvania, and has 25
years of experience in senior biotechnology management and over 10
year’s research experience as an assistant professor at the
Lineberger Comprehensive Cancer Center, University of North
Carolina Chapel Hill School of Medicine, and as a member of the
Institute for Immunology, Basel, Switzerland. Dr. Snodgrass is a
past Board Member of the Emerging Company Section of the
Biotechnology Industry Organization (BIO), and past member of the
International Society of Stem Cell Research (ISSCR) Industry Committee. Dr.
Snodgrass has published more than 95 scientific papers, is the
inventor on more than 21 patents and a number of patent
applications, has been, the Principal Investigator on U.S. federal
and private foundation sponsored research grants with budgets
totaling more than $14.5 million and is recognized as an expert in
stem cell biology with more than 32 years’ experience in the
uses of stem cells as biological tools for research, drug discovery
and development.
Mark A.
Smith, M.D., Ph.D. has served as our Chief Medical Officer since June
2016. Dr. Smith served as the Clinical Lead for
Neuropsychiatry at Teva Pharmaceuticals from November 2013 through
June 2016. He served as Senior Director of Experimental
Medicine, Global Clinical Development and Innovation at Shire
Pharmaceuticals from September 2012 to October 2013 and at
AstraZeneca Pharmaceutical Company as Executive Director of
Clinical Development and in other senior positions from
June 2000 through September 2012. He served as a Senior
Investigator and Principal Research Scientist in CNS Diseases
Research at DuPont Pharmaceutical Company from 1996 to 2000 and in
the Biological Psychiatry and Clinical Neuroendocrinology Branches
of the National Institute of Mental Health from 1987 through
1996. Dr. Smith has significant expertise in drug
discovery and development and clinical trial design and execution,
having directed approximately fifty clinical trials from Phase 0
through Phase II B and served as project leader in both
the discovery and development of approximately twenty
investigational new drugs aimed at depression, anxiety,
schizophrenia and other disorders. Dr. Smith received
his Bachelor of Science and Master of Science degrees in Molecular
Biophysics and Biochemistry from Yale University; his M.D and Ph.D.
in Physiology and Pharmacology from the University of California,
San Diego and completed his residency at Duke University Medical
Center.
Jerrold D.
Dotson, CPA has served as our Chief Financial Officer since
September 2011, as our Corporate Secretary since October 2013 and
as a Vice President since February 2014. Mr. Dotson served as
Corporate Controller for Discovery Foods Company, a privately held
Asian frozen foods company from January 2009 to September
2011. From February 2007 through September 2008, Mr.
Dotson served as Vice President, Finance and Administration
(principal financial and accounting officer) for Calypte Biomedical
Corporation (OTCBB: CBMC), a publicly held biotechnology
company. Mr. Dotson served as Calypte’s Corporate
Secretary from 2001 through September 2008. He also
served as Calypte’s Director of Finance from January 2000
through July 2005 and was a financial consultant to Calypte from
August 2005 through January 2007. Prior to joining
Calypte, from 1988 through 1999, Mr. Dotson worked in various
financial management positions, including Chief Financial Officer,
for California & Hawaiian Sugar Company, a privately held
company. Mr. Dotson is licensed as a CPA in California
and received his B.S. degree in Business Administration with a
concentration in accounting from Abilene Christian
College.
Mark A.
McPartland has served as
our Vice-President, Corporate
Development since October 2016. Mr. McPartland previously served as
the Vice President of Corporate Development and Communications at
Stellar Biotechnologies, Inc. (now Edesa Biotech, Inc. (NASDAQ:
EDSA)), from November 2013 to September 2016. While at Stellar, Mr.
McPartland was responsible for transforming and expanding its
capital markets and corporate communications strategy, while also
supporting its global business development activities. From
September 2011 to November 2013, Mr. McPartland served as Senior
Vice President at MZ North America, a subsidiary of MZ Group, a
global leader in investor relations and corporate communications,
and from January 2005 to January 2011, he served as Vice President
and Partner at Alliance Advisors, LLC where he specialized in the
implementation of capital markets strategy, market positioning and
financial communications, and Regional Vice President of Hayden
Communications, Inc. where he led investor relations and corporate
communications programs for micro and small cap companies. Mr.
McPartland received his Bachelors in Business Administration and
Marketing from Coastal Carolina University.
Our Compensation Objectives
Our
compensation practices are designed to attract key employees and to
retain, motivate and reward our executive officers for their
performance and contribution to our long-term success. Our Board,
through the Compensation Committee, seeks to compensate our
executive officers by combining short and long-term cash and equity
incentives. It also seeks to reward the achievement of corporate
and individual performance objectives, and to align executive
officers’ incentives with stockholder value creation. When
possible, the Compensation Committee seeks to tie individual goals
to the area of the executive officer’s primary
responsibility. These goals may include the achievement of specific
financial or business development goals. Also, when possible and
appropriate taking into account the Company’s financial
condition and other related facts and circumstances, the
compensation committee seeks to set performance goals that reach
across all business areas and include achievements in
finance/business development and corporate
development.
The
Compensation Committee makes decisions regarding salaries, annual
bonuses, if any, and equity incentive compensation for our
executive officers, approves corporate goals and objectives
relevant to the compensation of the Chief Executive Officer and our
other executive officers. The Compensation Committee solicits input
from our Chief Executive Officer regarding the performance of our
other executive officers. Finally, the Compensation Committee also
administers our incentive compensation and benefit
plans.
Although
we have no formal policy for a specific allocation between current
and long-term compensation, or cash and non-cash compensation, when
possible and appropriate taking into account the Company’s
financial condition and other related facts and circumstances, we
seek to implement a pay mix for our officers with a relatively
equal balance of both, providing a competitive salary with a
significant portion of compensation awarded on both corporate and
personal performance.
Compensation Components
As
a general rule, and when possible and appropriate taking into
account the Company’s financial condition and other related
facts and circumstances, our compensation consists primarily of
three elements: base salary, annual bonus and long-term equity
incentives. We describe each element of compensation in more detail
below.
Base Salary
Base
salaries for our executive officers are established based on the
scope of their responsibilities and their prior relevant
experience, taking into account competitive market compensation
paid by other companies in our industry for similar positions and
the overall market demand for such executives, both initially at
the time of hire and thereafter, to ensure that we retain our
executive management team. An executive officer’s base salary
is also determined by reviewing the executive officer’s other
compensation to ensure that the executive officer’s total
compensation is in line with our overall compensation
philosophy.
Base
salaries are reviewed periodically as deemed necessary by the
Compensation Committee and increased for merit reasons, based on
the executive officers’ success in meeting or exceeding
individual objectives. Additionally, we may adjust base salaries as
warranted throughout the year for promotions or other changes in
the scope or breadth of an executive officer’s role or
responsibilities.
Annual Bonus
The Compensation Committee assesses the level of
the executive officer’s achievement of meeting individual
goals, as well as that executive officer’s contribution
towards our corporate-wide goals. The amount of the cash bonus
depends on the level of achievement of the individual performance
goals, with a target bonus generally set as a percentage of base
salary and based on the achievement of pre-determined
milestones. For the year ended March 31, 2019, each
Named Executive Officer (NEO) serving during that period was awarded a bonus
by the Compensation Committee in the amount set forth in the
Summary Compensation Table below. The Compensation Committee has
not yet determined or awarded a bonus to any NEO for our fiscal
year ended March 31, 2020. Payment of a bonus to an NEO for our
fiscal year ended March 31, 2020, if any, is at the discretion of
the Compensation Committee which may consider factors other than
attainment of individual or corporate goals in its determination of
bonus amounts to be granted.
Long-Term Equity Incentives
The
Compensation Committee believes that to attract and retain
management, employees and independent directors, the compensation
paid to these persons should include non-cash equity-based
compensation, in addition to base salary and potential annual cash
incentives, that is competitive with peer companies. The
Compensation Committee determines the amount and terms of non-cash
equity-based compensation granted under our stock option plans or
pursuant to other awards made to our executives, employees and
independent directors. Any long-term equity compensation granted to
our management, employees and independent directors does not
represent cash payments made to such individuals, and there is no
guarantee that any recipients of awards granted as long-term equity
compensation will realize any cash value as a result of the
awards.
During
the year ended March 31, 2020, the Compensation Committee granted
stock options to management, employees and independent directors as
a part of each individual's long-term compensation. The options
have a term of ten years, and an exercise price that was at or
above the market price of our common stock on the grant date, which
the Compensation Committee believes align the long-term interests
of our management, employees and independent directors with those
of our stockholders. In addition, the exercise price of the options
granted during our 2020 fiscal year remains above the market price
of our common stock as of March 31, 2020.
2020 Summary Compensation Table
The
following table shows information regarding the compensation of our
NEOs for services performed in the fiscal years ended March 31,
2020 and 2019.
|
Name and Principal
|
|
Fiscal
|
|
|
|
|
|
|
|
Position
|
|
Year
|
|
|
|
|
|
|
|
Shawn K. Singh (1)
|
|
2020
|
498,000
|
-
|
435,667
|
(7)
|
-
|
933,667
|
|
Chief Executive Officer
|
|
2019
|
466,365
|
110,305
|
374,445
|
(8)
|
-
|
951,115
|
|
|
|
|
|
|
|
|
|
|
H. Ralph Snodgrass, Ph.D.
(2)
|
|
2020
|
416,850
|
-
|
254,405
|
(7)
|
-
|
671,255
|
|
President, Chief Scientific Officer
|
|
2019
|
393,991
|
73,444
|
174,823
|
(8)
|
-
|
642,258
|
|
|
|
|
|
|
|
|
|
|
Mark A. Smith, M.D., Ph.D. (3)
|
|
2020
|
416,850
|
-
|
179,988
|
(7)
|
-
|
596,838
|
|
Chief Medical Officer
|
|
2019
|
393,991
|
73,444
|
154,922
|
(8)
|
-
|
622,357
|
|
|
|
|
|
|
|
|
|
|
Jerrold D. Dotson (4)
|
|
2020
|
367,500
|
-
|
229,571
|
(7)
|
-
|
597,071
|
|
Vice President, Chief Financial Officer and Secretary
|
|
2019
|
344,992
|
64,749
|
131,326
|
(8)
|
-
|
541,067
|
|
|
|
|
|
|
|
|
|
|
Mark A. McPartland (5)
|
|
2020
|
300,000
|
-
|
179,988
|
(7)
|
-
|
479,988
|
|
Vice President, Corporate Development
|
|
2019
|
268,750
|
50,874
|
187,017
|
(8)
|
-
|
506,641
|
|
(1)
|
Mr. Singh became Chief Executive Officer of VistaGen Therapeutics,
Inc. (a California corporation) (VistaGen
California) on August 20, 2009
and our Chief Executive Officer in May 2011, in connection with the
Merger. Pursuant to his January 2010 employment
agreement, as amended in June 2016, Mr. Singh’s annual base
cash salary, was contractually set at $395,000. The Compensation
Committee has since adjusted Mr. Singh’s base annual salary
to $477,000 effective in July 2018 and to $498,000 effective in
April 2019. Pursuant to his employment agreement, Mr. Singh is
eligible to receive an annual cash incentive bonus of up to fifty
percent (50%) of his base cash salary.
|
|
|
|
|
(2)
|
Through August 20, 2009, Dr. Snodgrass served as VistaGen
California’s President and Chief Executive Officer, at which
time he became its President and Chief Scientific
Officer. He became our President and Chief Scientific
Officer in May 2011, in connection with the
Merger. Pursuant to his January 2010 employment
agreement, as amended in June 2016, Dr. Snodgrass’ annual
base cash salary, was contractually set at $350,000. The
Compensation Committee has since adjusted Dr. Snodgrass’ base
annual salary to $397,000 effective in July 2018 and to $416,850
effective in April 2019. Pursuant to his employment agreement,
Dr. Snodgrass is eligible to receive an annual cash incentive bonus
of up to fifty percent (50%) of his base cash salary.
|
|
|
|
|
(3)
|
Dr. Smith became our Chief Medical Officer upon his employment
effective June 18, 2016. During our fiscal year ended March 31,
2019, Dr. Smith’s annual base cash salary was $397,000. The
Compensation Committee adjusted Dr. Smith’s base annual
salary to $416,850 effective in April 2019.
|
|
|
|
|
(4)
|
Mr. Dotson served as Chief Financial Officer on a contract basis
from September 19, 2011 through August 2012, at which time he
became our full-time employee. During our fiscal year
ended March 31, 2019, Mr. Dotson’s annual base cash salary
was $350,000. The Compensation Committee adjusted Mr.
Dotson’s base annual salary to $367,500 effective in April
2019.
|
|
|
|
|
(5)
|
Mr. McPartland has served as
our Vice-President, Corporate
Development since October 2016 and was designated a NEO in
September 2017. During our fiscal year ended March 31, 2019, Mr.
McPartland’s annual base cash salary was $275,000. The
Compensation Committee adjusted Mr. McPartland’s base annual
salary to $300,000 effective in April 2019.
|
|
|
|
|
(6)
|
The amounts in the Option Awards column do not represent any cash
payments actually received by the NEOs with respect to any of such
options to purchase shares of our common stock awarded to them or
modified during the periods presented. Rather, the amounts in this
column represent (i) the aggregate grant date fair value of options
to purchase shares of our common stock awarded to Mr. Singh, Dr.
Snodgrass, Dr. Smith, Mr. Dotson and Mr. McPartland during the
fiscal year presented, and (ii) in Fiscal 2019, the modification
date incremental fair value resulting from the reduction of
exercise prices in excess of $1.56 per share to $1.50 per share for
options previously granted to Mr. Singh, Dr. Snodgrass, Dr. Smith,
Mr. Dotson and Mr. McPartland, both computed in accordance with the
Financial Accounting Standards Board’s Accounting Standards
Codification Topic 718, Compensation – Stock Compensation
(ASC
718). Other than the exercise
of such modified options to purchase 25,375 and 2,500 shares of our
common stock at $1.50 per share by Mr. Singh and Dr. Snodgrass,
respectively, during our fiscal year ended March 31, 2019, to date,
none of the NEOs have exercised any of such options to purchase
common stock, and there can be no assurance that any of them will
ever realize any of the ASC 718 grant date fair value amounts
presented in the Option Awards column.
|
|
|
The table below provides information regarding the option awards we
granted to the NEO’s during Fiscal 2020 and the assumptions
used in the Black Scholes Option Pricing Model to determine the
grant date fair values of the respective awards.
|
|
|
|
|
|
|
|
Option Award
Compensation – Fiscal Year Ended March 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
Singh
|
$42,182
|
$95,803
|
$297,682
|
$435,667
|
|
Snodgrass
|
80,747
|
-
|
173,658
|
254,405
|
|
Smith
|
80,747
|
-
|
99,241
|
179,988
|
|
Dotson
|
80,747
|
-
|
148,824
|
229,571
|
|
McPartland
|
80,747
|
-
|
99,241
|
179,988
|
|
|
$365,170
|
$95,803
|
$818,646
|
$1,279,619
|
|
|
|
|
|
|
|
Option Shares
Granted - Fiscal Year Ended March 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
Singh
|
80,000
|
170,000
|
300,000
|
550,000
|
|
Snodgrass
|
150,000
|
-
|
175,000
|
325,000
|
|
Smith
|
150,000
|
-
|
100,000
|
250,000
|
|
Dotson
|
150,000
|
-
|
150,000
|
300,000
|
|
McPartland
|
150,000
|
-
|
100,000
|
250,000
|
|
|
680,000
|
170,000
|
825,000
|
1,675,000
|
|
|
|
|
|
|
Option Award
Assumptions – Fiscal Year Ended March 31, 2020
|
|
|
|
|
|
|
|
|
|
Market
price per share
|
$0.80
|
0.84
|
$1.41
|
|
Exercise
price per share
|
$1.00
|
1.00
|
$1.41
|
|
Risk-free
interest rate
|
2.13%
|
1.45%
|
1.62%
|
|
Volatility
|
85.9%
|
86.0%
|
87.5%
|
|
Expected
term (years)
|
5.58
|
5.58
|
5.39
|
|
Dividend
rate
|
0.0%
|
0.0%
|
0.0%
|
|
|
|
|
|
|
Fair
value per share
|
$0.54
|
0.56
|
$0.99
|
|
Aggregate
shares
|
680,000
|
170,000
|
825,000
|
|
(8)
|
The table below provides information regarding the option awards we
granted to the NEO’s during Fiscal 2019 and the assumptions
used in the Black Scholes Option Pricing Model to determine the
grant date fair values of the respective awards and
modifications
|
|
|
|
|
|
|
|
Option Award
Compensation – Fiscal Year Ended March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
Singh
|
$-
|
$95,436
|
$279,009
|
$374,445
|
|
Snodgrass
|
122,913
|
51,910
|
-
|
174,823
|
|
Smith
|
98,330
|
56,592
|
-
|
154,922
|
|
Dotson
|
98,330
|
32,996
|
-
|
131,326
|
|
McPartland
|
147,495
|
39,522
|
-
|
187,017
|
|
|
$467,068
|
$276,456
|
$279,009
|
$1,022,533
|
|
|
|
|
|
|
|
Option Shares
Granted - Fiscal Year Ended March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
Singh
|
-
|
-
|
220,000
|
220,000
|
|
Snodgrass
|
125,000
|
-
|
-
|
125,000
|
|
Smith
|
100,000
|
-
|
-
|
100,000
|
|
Dotson
|
100,000
|
-
|
-
|
100,000
|
|
McPartland
|
150,000
|
-
|
-
|
150,000
|
|
|
475,000
|
-
|
220,000
|
695,000
|
|
|
|
|
|
|
Option Award
Assumptions – Fiscal Year Ended March 31, 2019
|
|
|
|
|
|
|
|
|
|
Market
price per share
|
$1.27
|
|
$1.70
|
|
Exercise
price per share
|
$1.27
|
|
$1.70
|
|
Risk-free
interest rate
|
2.84%
|
|
2.55%
|
|
Volatility
|
99.29%
|
|
93.56%
|
|
Expected
term (years)
|
5.50
|
|
5.50
|
|
Dividend
rate
|
0%
|
|
0%
|
|
|
|
|
|
|
Fair
value per share
|
$0.988
|
|
$1.27
|
|
Aggregate
shares
|
475,000
|
|
220,000
|
|
|
Amounts shown for option modification compensation
reflect the modification date incremental fair value resulting from
the reduction of exercise prices in excess of $1.56 per share to
$1.50 per share for options previously granted to the NEOs, as
permitted by the 2016 Plan. Options to purchase 555,375 shares,
346,250 shares and 231,001 shares of our common stock and having
pre-modification exercise prices from $1.96 per share to $10.00 per
share were modified to reduce the exercise price to $1.50 per share
for Mr. Singh, Dr. Snodgrass and Mr. Dotson, respectively. Options
to purchase 385,000 shares of our common stock and having
pre-modification exercise prices from $1.96 per share to $3.80 per
share were modified to reduce the exercise price to $1.50 per share
for Dr. Smith. Options to
purchase 265,000 shares of our common stock and having
pre-modification exercise prices from $1.96 per share to $4.27 per
share were modified to reduce the exercise price to $1.50 per share
for Mr. McPartland.
|
|
(9)
|
Amounts reported in the Bonus column reflect bonuses earned and
accrued during the year ended March 31, 2019 by each NEO for
attainment of performance-based objectives during that period.
Bonus amounts earned during the year ended March 31, 2019 were paid
to each NEO during the subsequent fiscal year.
The Compensation Committee has not yet determined or awarded a
bonus to any NEO for our fiscal year ended March 31, 2020, nor have
any bonus amounts been accrued as of the date of this
prospectus.
|
No
NEO is entitled to any perquisites or other personal benefits that,
in the aggregate, are worth over $50,000 or over 10% of their
base salary.
Benefit Plans
401(k) Plan
We
maintain, through a registered agent, a retirement and deferred
savings plan for our officers and employees. This plan is intended
to qualify as a tax-qualified plan under Section 401(k) of the
Internal Revenue Code of 1986, as amended. The retirement and
deferred savings plan provides that each participant may contribute
a portion of his or her pre-tax compensation, subject to statutory
limits. Under the plan, each employee is fully vested in his or her
deferred salary contributions. Employee contributions are held and
invested by the plan’s trustee. The retirement and deferred
savings plan also permits us to make discretionary contributions
subject to established limits and a vesting schedule. To
date, we have not made any discretionary contributions to the
retirement and deferred savings plan on behalf of participating
employees.
2019 Employee Stock Purchase Plan
Following the
approval of our 2019 Employee Stock Purchase Plan (the 2019 ESPP) by our stockholders in
September 2019, the 2019 ESPP became operational effective January
1, 2020. Under our 2019 ESPP, shares
of our common stock will be available for purchase by eligible
employees, including our NEO’s, who participate in the plan.
Eligible employees will be entitled to purchase, by means of
payroll deductions, limited amounts of our common stock at a
discount to the market price during periodic option periods under
the 2019 ESPP. At March 31, 2020, no option period had been
completed under the 2019 ESPP.
Outstanding Warrants and Options at March 31, 2020
The
following table provides information regarding each unexercised
stock option and warrant to purchase shares of our common stock
held by each of the named executive officers as of March 31,
2020.
|
|
Stock Options and Warrants
|
|
|
|
Number of Securities Underlying Unexercised Options and
Warrants
(#) Exercisable
|
|
Number of Securities
Underlying Unexercised Options and Warrants
(#) Unexercisable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,000
|
|
-
|
|
1.50
|
4/26/2021
|
|
72,000
|
|
-
|
|
7.00
|
3/3/2023
|
|
250,000
|
|
-
|
|
7.00
|
9/2/2020
|
|
187,500
|
(1)
|
12,500
|
(1)
|
1.50
|
6/19/2026
|
|
100,000
|
(2)
|
-
|
(2
|
1.50
|
11/9/2026
|
|
170,138
|
(3)
|
4,862
|
(3)
|
1.50
|
4/26/2027
|
|
125,000
|
|
-
|
|
1.56
|
9/19/2027
|
|
300,000
|
|
-
|
|
1.16
|
2/2/2028
|
|
151,250
|
(4)
|
68,750
|
(4)
|
1.70
|
1/14/2029
|
|
58,335
|
(7)
|
21,665
|
(7)
|
1.00
|
5/23/2029
|
|
63,750
|
(9)
|
106,250
|
(9)
|
1.00
|
9/5/2029
|
|
121,875
|
(10)
|
178,125
|
(10)
|
1.41
|
10/21/2029
|
|
|
1,604,848
|
|
392,152
|
|
|
|
|
|
|
|
|
|
|
| H.
Ralph Snodgrass, Ph.D. |
150,000
|
|
-
|
|
7.00
|
9/20/2020
|
|
50,000
|
|
-
|
|
7.00
|
3/3/2023
|
|
117,187
|
(1)
|
7,813
|
(1)
|
1.50
|
6/19/2026
|
|
80,000
|
(2)
|
-
|
(2)
|
1.50
|
11/9/2026
|
|
|
121,527
|
(3)
|
3,473
|
(3)
|
1.50
|
4/26/2027
|
|
|
100,000
|
|
-
|
|
1.56
|
9/19/2027
|
|
|
175,000
|
|
-
|
|
1.16
|
2/2/2028
|
|
|
105,468
|
(5)
|
19,532
|
(4)
|
1.27
|
8/5/2028
|
|
|
68,750
|
(8)
|
81,250
|
(8)
|
1.00
|
5/23/2029
|
|
|
71,094
|
(10)
|
103,906
|
(10)
|
1.41
|
10/21/2029
|
|
Total:
|
1,039,026
|
|
215,974
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark
A. Smith, M.D. Ph.D.
|
168,750
|
(1)
|
11,250
|
(1)
|
1.50
|
6/19/2026
|
|
80,000
|
(2)
|
-
|
(2)
|
1.50
|
11/9/2026
|
|
|
121,527
|
(3)
|
3,473
|
(3)
|
1.50
|
4/26/2027
|
|
|
100,000
|
|
-
|
|
1.56
|
9/19/2027
|
|
|
200,000
|
|
-
|
|
1.16
|
2/2/2028
|
|
|
84,375
|
(5)
|
15,625
|
(5)
|
1.27
|
8/5/2028
|
|
|
68,750
|
(8)
|
81,250
|
(8)
|
1.00
|
5/23/2029
|
|
|
40,625
|
(10)
|
59,375
|
(10)
|
1.41
|
10/21/2029
|
|
Total:
|
864,027
|
|
170,973
|
|
|
|
|
|
|
|
|
|
|
|
|
Jerrold
D. Dotson
|
5,001
|
|
-
|
|
1.50
|
10/30/2022
|
|
1,000
|
|
-
|
|
1.50
|
10/27/2023
|
|
100,000
|
|
-
|
|
7.00
|
9/2/2020
|
|
10,000
|
|
-
|
|
7.00
|
3/3/2023
|
|
70,312
|
(1)
|
4,688
|
(1)
|
1.50
|
6/19/2026
|
|
50,000
|
(2)
|
-
|
(2)
|
1.50
|
11/9/2026
|
|
97,222
|
(3)
|
2,778
|
(3)
|
1.50
|
4/26/2027
|
|
100,000
|
|
-
|
|
1.56
|
9/19/2027
|
|
200,000
|
|
-
|
|
1.16
|
2/2/2028
|
|
84,375
|
(5)
|
15,625
|
(5)
|
1.27
|
8/5/2028
|
|
68,750
|
(8)
|
81,250
|
(8)
|
1.00
|
5/23/2029
|
|
60,938
|
(10)
|
89,062
|
(10)
|
1.41
|
10/21/2029
|
|
|
847,598
|
|
193,403
|
|
|
|
|
|
|
|
|
|
|
|
|
|
109,375
|
(6)
|
15,625
|
|
1.50
|
9/29/2026
|
|
40,000
|
(2)
|
-
|
(6)
|
1.50
|
11/9/2026
|
|
97,222
|
(3)
|
2,778
|
(3)
|
1.50
|
4/26/2027
|
|
50,000
|
|
-
|
|
1.56
|
9/19/2027
|
|
150,000
|
|
-
|
|
1.16
|
2/2/2028
|
|
126,562
|
(5)
|
23,438
|
(5)
|
1.27
|
8/5/2028
|
|
68,750
|
(8)
|
81,250
|
(8)
|
1.00
|
5/23/2029
|
|
40,625
|
(10)
|
59,375
|
(10)
|
1.41
|
10/21/2029
|
|
|
682,534
|
|
182,466
|
|
|
|
|
(1)
|
Represents an option to purchase shares of our common stock at
$3.49 per share granted on June 19, 2016 when the market price of
our common stock was $3.49 per share. The option became
exercisable for 25% of the shares granted on June 19, 2017 with the
remaining shares becoming exercisable ratably monthly through June
19, 2020, when all shares granted will be fully exercisable. The
exercise price of the option was reduced to $1.50 per share on
August 29, 2018.
|
|
(2)
|
Represents an option to purchase shares of our common stock at
$3.80 per share granted on November 9, 2016 when the market price
of our common stock was $3.80 per share. All shares
granted are now fully exercisable. The exercise price of the option
was reduced to $1.50 per share on August 29, 2018.
|
|
(3)
|
Represents an option to purchase shares of our common stock at
$1.96 per share granted on April 26, 2017 when the market price of
our common stock was $1.96 per share. All shares granted
are now fully exercisable. The exercise price of the option was
reduced to $1.50 per share on August 29, 2018.
|
|
(4)
|
Represents an option to purchase shares of our common stock at
$1.70 per share granted on January 14, 2019 when the market price
of our common stock was $1.70 per share. The option
became exercisable for 25% of the shares granted immediately upon
grant, with the remaining shares becoming exercisable ratably
monthly through January 14, 2021, when all shares granted will be
fully exercisable.
|
|
(5)
|
Represents an option to purchase shares of our common stock at
$1.27 per share granted on August 5, 2018 when the market price of
our common stock was $1.27 per share. The option became
exercisable for 25% of the shares granted immediately upon grant,
with the remaining shares becoming exercisable ratably monthly
through August 5, 2020, when all shares granted will be fully
exercisable.
|
|
(6)
|
Represents an option to purchase shares of our common stock at
$4.27 per share granted on September 29, 2016 when the market price
of our common stock was $4.27 per share. The option
became exercisable for 25% of the shares granted on September 29,
2017, with the remaining shares becoming exercisable ratably
monthly through September 29, 2020, when all shares granted will be
fully exercisable. The exercise price of the option was reduced to
$1.50 per share on August 29, 2018.
|
|
(7)
|
Represents an option to purchase shares of our common stock at
$1.00 per share granted on May 23, 2019 when the market price of
our common stock was $0.80 per share. The option became
exercisable for 62.5% of the shares granted immediately upon grant,
with the remaining shares becoming exercisable ratably monthly
through May 23, 2022, when all shares granted will be fully
exercisable.
|
|
(8)
|
Represents an option to purchase shares of our common stock at
$1.00 per share granted on May 23, 2019 when the market price of
our common stock was $0.80 per share. The option became
exercisable for 25% of the shares granted immediately upon grant,
with the remaining shares becoming exercisable ratably monthly
through My 23, 2022, when all shares granted will be fully
exercisable.
|
|
(9)
|
Represents an option to purchase shares of our common stock at
$1.00 per share granted on September 5, 2019 when the market price
of our common stock was $0.84 per share. The option
became exercisable for 25% of the shares granted immediately upon
grant, with the remaining shares becoming exercisable ratably
monthly through September 5, 2022, when all shares granted will be
fully exercisable.
|
|
(10)
|
Represents an option to purchase shares of our common stock at
$1.41 per share granted on October 21, 2019 when the market price
of our common stock was $1.41 per share. The option
became exercisable for 25% of the shares granted immediately upon
grant, with the remaining shares becoming exercisable ratably
monthly through October 21, 2021, when all shares granted will be
fully exercisable.
|
On
April 23, 2020, when the closing price of our common stock, as
reported on the Nasdaq Capital Market was $0.398 per share, the
Compensation Committee of the Board granted options from our 2019
Omnibus Equity Incentive Plan to Mr. Singh to purchase 300,000
shares and to each of Dr. Snodgrass, Dr. Smith, Mr. Dotson and Mr.
McPartland to purchase 150,000 shares of our common stock at an
exercise price of $0.398 per share. Such options were vested 25%
upon grant with the remaining shares vesting ratably over two
years.
Employment or Severance Agreements
We
have employment agreements with Mr. Singh and Dr. Snodgrass, the
material terms of which are described below.
Singh Agreement
We
entered into an employment agreement with Mr. Singh on April 28,
2010. Under the agreement, as amended on June 22, 2016, Mr.
Singh’s base salary was increased from $347,500 per year to
$395,000 per year, effective June 16, 2016. The Compensation Committee has subsequently
adjusted Mr. Singh’s base annual salary to $477,000 effective
in July 2018 and to $498,000 effective in April 2019. Under his
agreement, Mr. Singh is eligible to receive an annual
incentive cash bonus of up to 50% of his base salary. The
Compensation Committee awarded Mr. Singh a cash bonus of $110,305
for attainment of performance-based objectives during the year
ended March 31, 2019. The Compensation
Committee has not yet determined or awarded a bonus to Mr. Singh
for attainment of performance-based objectives during
our fiscal year ended March 31,
2020. The award of his annual incentive bonus is at the
discretion of the Compensation Committee of our Board of Directors.
In the event we terminate Mr. Singh’s employment without
cause, he is entitled to receive severance in an amount equal
to:
●
twelve
months of his then-current base salary payable in the form of
salary continuation;
●
a
pro-rated portion of the incentive cash bonus that the Board of
Directors determines in good faith that Mr. Singh earned prior to
his termination; and
●
such amounts required to reimburse him for
Consolidated Omnibus Budget Reconciliation Act (
COBRA)
payments for continuation of his medical health benefits for such
twelve-month period.
In
addition, in the event Mr. Singh terminates his employment with
“good reason” following a “change of
control” (each as defined below), he is entitled to twelve
months of his then-current base salary payable in the form of
salary continuation.
Snodgrass Agreement
We
entered into an employment agreement with Dr. Snodgrass on April
28, 2010. Under the agreement, as amended on June 22, 2016, Dr.
Snodgrass’s base salary was increased from $305,000 per year
to $350,000 per year, effective June 16, 2016. The Compensation Committee has subsequently
adjusted Dr. Snodgrass’ base annual salary to $397,000
effective in July 2018 and to $416,850 effective in April
2019. Under his agreement, Dr. Snodgrass is eligible to
receive an annual incentive cash bonus of up to 50% of his base
salary. The Compensation Committee awarded Dr. Snodgrass cash
bonuses of $73,444 for attainment of performance-based objectives
during the year ended March 31, 2019. The Compensation Committee has not yet determined
or awarded a bonus to Dr. Snodgrass for attainment of
performance-based objectives during our fiscal year ended March 31, 2020. The
award of his annual incentive bonus is at the discretion of the
Compensation Committee of the Board of Directors. In the event we
terminate Dr. Snodgrass’s employment without cause, he is
entitled to receive severance in an amount equal to:
●
twelve
months of his then-current base salary payable in the form of
salary continuation;
●
a
pro-rated portion of the incentive bonus that the Board of
Directors determines in good faith that Dr. Snodgrass earned prior
to his termination; and
●
such
amounts required to reimburse him for COBRA payments for
continuation of his medical health benefits for such twelve-month
period.
In
addition, in the event Dr. Snodgrass terminates his employment
with "good reason" (as defined below), he is entitled to twelve
months of his then-current base salary payable in the form of
salary continuation.
Change of Control Provisions
Pursuant
to each of their respective employment agreements,
Dr. Snodgrass is entitled to severance if he terminates his
employment at any time for “good reason” (as defined
below), while Mr. Singh is entitled to severance if he
terminates his employment for good reason after a change of
control. Under their respective agreements, “good
reason” means any of the following events, if we affect the
event without the executive’s consent (subject to our right
to cure):
●
a
material reduction in the executive’s responsibility;
or
●
a
material reduction in the executive’s base salary except for
reductions that are comparable to reductions generally applicable
to similarly situated executives of VistaGen.
Furthermore,
pursuant to their respective employment agreements and their stock
option award agreements, as amended, in the event we terminate the
executive without cause within twelve months of a change of
control, the executive’s remaining unvested option shares
become fully vested and exercisable. Upon a change of control in
which the successor corporation does not assume the
executive’s stock options, the stock options granted to the
executive become fully vested and exercisable.
Pursuant
to their respective employment agreements, a change of control
occurs when: (i) any “person” as such term is used
in Sections 13(d) and 14(d) of the Exchange Act (other than
VistaGen, a subsidiary, an affiliate, or a VistaGen employee
benefit plan, including any trustee of such plan acting as trustee)
becoming the “beneficial owner” (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of VistaGen representing 50% or more of the combined
voting power of VistaGen’s then outstanding securities;
(ii) a sale of substantially all of VistaGen’s assets;
or (iii) any merger or reorganization of VistaGen whether or
not another entity is the survivor, pursuant to which the holders
of all the shares of capital stock of VistaGen outstanding prior to
the transaction hold, as a group, fewer than 50% of the shares of
capital stock of VistaGen outstanding after the
transaction.
In
the event that, following termination of employment, amounts are
payable to an executive pursuant to his employment agreement, the
executive’s eligibility for severance is conditioned on
executive having first signed a release agreement.
Pursuant
to their respective employment agreements, the estimated amount
that could be paid by us assuming that a change of control occurred
on the last business day of our current fiscal year, is $498,000
for Mr. Singh and $416,850 for Dr. Snodgrass, excluding
the imputed value of accelerated vesting of incentive stock
options, if any.
|
Name
|
|
Age
|
|
Position
|
|
Jon S. Saxe (1)
|
|
83
|
|
Director
|
|
Ann M. Cunningham, MBA (2)
|
|
52
|
|
Director
|
|
Jerry B. Gin, Ph.D., MBA (3)
|
|
76
|
|
Director
|
|
Shawn K. Singh
|
|
57
|
|
Chief Executive Officer and Director
|
|
H. Ralph Snodgrass, Ph.D.
|
|
70
|
|
President, Chief Scientific Officer and Director
|
|
Brian J. Underdown, Ph.D. (4)
|
|
79
|
|
Director
|
|
(1)
|
Chairman of the Board; Chairman of the Audit Committee and member
of the Compensation Committee and Corporate Governance and
Nominating Committee.
|
|
(2)
|
Member of the Corporate Governance and Nominating
Committee.
|
|
(3)
|
Chairman of the Corporate Governance and Nominating Committee and
member of the Audit Committee and Compensation
Committee.
|
|
(4)
|
Chairman of the Compensation Committee and member of the Audit
Committee and Corporate Governance and Nominating
Committee.
|
Jon S.
Saxe, J.D., LL.M. has served as Chairman of our Board since
2000, first as Chairman of the Board of Directors of VistaGen
California, then as Chairman of our Board after completion of the
Merger. He also serves as the Chairman of our Audit
Committee. Mr. Saxe is the retired President and was a
director of PDL BioPharma from 1989 to 2008. From 1989 to 1993, he
was President, Chief Executive Officer and a director of Synergen,
Inc. (acquired by Amgen). Mr. Saxe served as Vice President,
Licensing & Corporate Development for Hoffmann-Roche from
1984 through 1989, and Head of Patent Law for Hoffmann-Roche from
1978 through 1989. Mr. Saxe currently is a director of Durect
Corporation (NASDAQ: DRRX), and six private life science companies,
Achelios, Arbor Vita Corporation, Aether, Inc., Arcuo Medical, LLC,
Cancer Prevention Pharmaceuticals, Inc., Trellis Bioscience, Inc.
and Epalex Corporation. Mr. Saxe has also served as a director
of other biotechnology and pharmaceutical companies, including ID
Biomedical (acquired by GlaxoSmithKline), Sciele Pharmaceuticals,
Inc. (acquired by Shionogi), Amalyte (acquired by Kemin
Industries), Cell Pathways (acquired by OSI Pharmaceuticals), Lumos
Pharma, Inc. (merged with New Link Genetics) and other companies,
both public and private. Mr. Saxe has a B.S.Ch.E. from
Carnegie-Mellon University, a J.D. degree from George Washington
University and an LL.M. degree from New York
University.
We
selected Mr. Saxe to serve as Chairman of our Board of Directors
due to his numerous years of experience as a senior executive with
major pharmaceutical and biotechnology companies, including Protein
Design Labs, Inc., Synergen, Inc. and Hoffmann-Roche, Inc., as well
as his extensive experience serving as a director of numerous
private and public biotechnology and pharmaceutical companies,
serving as Chairman, and Chair and member of audit, compensation
and governance committees of both private and public
companies. Mr. Saxe provides us and our Board of
Directors with highly valuable insight and perspective into the
biotechnology and pharmaceutical industries, as well as the
strategic opportunities and challenges that we face.
Ann M. Cunningham,
MBA, was appointed to serve on our Board on January 10,
2019. Ms. Cunningham is the Founder and Managing Partner of i3
Strategy Partners, a consulting firm founded in 2018 that
specializes in assisting companies in the pharmaceutical space.
Prior to founding i3 Strategy Partners, Ms. Cunningham served as
Vice President, Neurodegenerative Diseases and Psychiatry for Teva
Pharmaceuticals Industries, Ltd. from 2015 to 2018, as Senior
Marketing Director for Otsuka Pharmaceutical Companies from 2013 to
2015 and in several marketing-focused positions for Eli Lily and
Company from 1999 to 2013, including serving as Global Marketing
Senior Director from 2009 to 2013. Ms. Cunningham holds a B.A.
degree in Psychology from Yale University and an MBA, with a focus
on marketing management, from the University of
Michigan.
We
selected Ms. Cunningham to serve on our Board due to her
substantial experience in healthcare marketing, particularly in the
successful development, positioning and commercial launch of
products to treat diseases of the central nervous system. Ms.
Cunningham brings an insightful commercial perspective to us and to
our Board that is critical as our pipeline products move from
clinical development to commercialization.
Jerry B.
Gin, Ph.D., MBA was appointed to serve on our Board of
Directors on March 29, 2016. Dr. Gin is currently the co-founder
and CEO of Nuvora, Inc., a private company founded in 2006 with a
drug delivery platform for the sustained release of
ingredients through the mouth for such indications as dry mouth,
biofilm reduction and sore throat/cough relief. Dr. Gin is also
co-founder and Chairman of Livionex, a private platform technology
company founded in 2009 and focused on oral care, ophthalmology and
wound care. Previously, Dr. Gin co-founded Oculex Pharmaceuticals
in 1993, which developed technology for controlled release delivery
of drugs to the interior of the eye, specifically to treat macular
edema, and served as President and CEO until it was acquired by
Allergan in 2003. Prior to forming Oculex, Dr. Gin co-founded and
took public ChemTrak, which developed a home cholesterol test
commonly available in drug stores today. Prior to ChemTrak, Dr. Gin
was Director of New Business Development and Strategic Planning for
Syva, the diagnostic arm of Syntex Pharmaceuticals, Director for
Pharmaceutical and Diagnostic businesses for Dow Chemical, and
Director of BioScience Labs (now Quest Laboratories), the clinical
laboratories of Dow Chemical. Dr. Gin received his
Bachelor’s degree in Chemistry from the University of
Arizona, his Ph.D. in Biochemistry from the University of
California, Berkeley, his MBA from Loyola College, and conducted
his post-doctoral research at the National Institutes of
Health.
We
selected Dr. Gin to serve on our Board of Directors due to his
extensive experience in the healthcare industry, focusing his
substantial business and scientific expertise on founding and
developing numerous biopharmaceutical, diagnostic and biotechnology
companies and propelling them to their next platforms of growth and
value.
Shawn K. Singh
Please see Mr. Singh’s biography on page 18 of this
prospectus, under the section titled Executive Officers.
We
selected Mr. Singh to serve on our Board of Directors due to his
substantial practical experience and expertise in senior leadership
roles with multiple private and public biotechnology,
pharmaceutical and medical device companies, and his extensive
experience in corporate finance, venture capital, corporate
governance, drug development, intellectual property, regulatory
affairs and strategic collaborations.
H. Ralph
Snodgrass, Ph.D. Please see Dr. Snodgrass’s biography
on page 18 of this prospectus, under the section titled
Executive
Officers.
We
selected Dr. Snodgrass to serve on our Board of Directors due to
his expertise in biotechnology focused on developmental biology,
including stem cell biology, his extensive senior management
experience leading biotechnology companies at all stages of
development, as well as his reputation and standing in the fields
of biotechnology and stem cell research, which allow him to bring
to us and the Board of Directors a unique understanding of the
challenges and opportunities associated with pluripotent stem cell
biology, as well as credibility in the markets in which we
operate.
Brian J.
Underdown, Ph.D. has served as a member of our Board of
Directors since November 2009, first as a director of VistaGen
California, then as a member of our Board after the completion of
the Merger. Dr. Underdown retired as a Venture Partner with
Lumira Capital Corp.in December 2016, after having served as a
Managing Director with Lumira from September 1997 through December
2015. His investment focus has been on therapeutics in both new and
established companies in both Canada and the United States. Prior
to joining Lumira and its antecedent company MDS Capital Corp.,
Dr. Underdown held a number of senior management positions in
the biopharmaceutical industry and at universities.
Dr. Underdown’s current board positions include the
following private companies: Kisoji Biotechnology Inc., Naegis
Pharmaceuticals, Inc. and Osteo QC. Some of Dr. Underdown’s
previous board roles include: Argos Therapeutics (NASDAQ: ARGS), ID
Biomedical (acquired by GlaxoSmithKline), enGene Inc. and Ception
Therapeutics (acquired by Cephalon). He has served on a
number of Boards and advisory bodies of government-sponsored
research organizations including CANVAC, the Canadian National
Centre of Excellence in Vaccines, Ontario Genomics Institute
(Chair), Allergen Plc., the Canadian National Centre of Excellence
in Allergy and Asthma. Dr. Underdown obtained his Ph.D. in
immunology from McGill University and undertook post-doctoral
studies at Washington University School of Medicine.
We
selected Dr. Underdown to serve on our Board of Directors due to
his extensive background working in the biotechnology and
pharmaceutical industries, as a director of numerous private and
public companies, as well as his substantial corporate finance and
venture capital experience funding and advising startup and
established biopharmaceutical companies focused on development and
commercialization of novel therapeutics.
Director Compensation
We
adopted a director compensation policy for the independent
directors of our Board, as “independent” is defined by
the rules of the Nasdaq Stock Market rules, which policy became
effective for our fiscal year beginning April 1, 2014. Under our
independent director compensation policy, our independent directors
are entitled to receive a $25,000 annual retainer, payable in cash
or shares of our common stock. For service on a committee of the
Board, an independent director is entitled to receive an additional
annual cash retainer of $7,500 for service on our Audit Committee
and Compensation Committee, and $5,000 for service on our Corporate
Governance and Nominating Committee. In lieu of the annual cash
retainer for committee participation, each independent director
serving as a chair of a Board committee shall receive an annual
cash retainer of $15,000 for the Audit Committee and Compensation
Committee chairs and $10,000 for the Corporate Governance and
Nominating Committee chair. In addition, each independent director
will also receive an annual grant of an option or warrant to
purchase a minimum of 12,000 shares of our common stock, which will
vest monthly over a one-year period from the date of grant.
Prorated grants are made for partial years of service.
We
paid our independent directors cash compensation consistent with
the policy noted above during our fiscal year ended March 31,
2020.
In May 2019, we granted to each of our four
independent directors options to purchase 50,000 shares of our
common stock at an exercise price of $1.00 per share under the
terms of our Amended and Restated 2016 Stock Incentive Plan
(the 2016
Plan). In October 2019,
following the approval by our stockholders of our 2019 Omnibus
Equity Incentive Plan (the 2019 Plan), we granted to each of our four independent
directors options to purchase 75,000 shares of our common stock at
an exercise price of $1.41 per share under the terms of our 2019
Plan. Each grant awarded to our independent directors during the
year ended March 31, 2020 expires ten years after the date of
grant.
The
following table sets forth a summary of the compensation earned by
our independent, non-employee directors in our fiscal year ended
March 31, 2020.
|
|
|
|
|
|
|
Name
|
|
|
|
|
|
|
|
|
|
|
|
Jon S. Saxe(3)
|
$52,500
|
$101,347
|
$-
|
$153,847
|
|
Brian J. Underdown, Ph.D.(4)
|
$52,500
|
$101,347
|
$-
|
$153,847
|
|
Jerry B. Gin, Ph.D., M.B.A
(5)
|
$50,000
|
$101,347
|
$-
|
$151,347
|
|
Ann M. Cunningham (6)
|
$30,000
|
$101,347
|
$-
|
$131,347
|
|
(1)
|
The amounts shown represent fees earned for service on our Board,
and Audit Committee, Compensation Committee and Corporate
Governance and Nominating Committee during the fiscal year ended
March 31, 2020, which amounts were paid in full during the fiscal
year then ended.
|
|
|
|
|
(2)
|
The amounts in the “Option Awards” column do not
represent any cash payments actually received by Mr. Saxe, Dr.
Underdown, Dr. Gin or Ms. Cunningham with respect to any of such
stock options awarded to them during the fiscal year ended March
31, 2020 Rather, the amounts represent (i) the aggregate
grant date fair value of options to purchase shares of our common
stock awarded to Mr. Saxe, Dr. Underdown, Dr. Gin and Ms.
Cunningham during our fiscal year ended March 31, 2020, computed in
accordance with the Financial Accounting Standards Board’s
Accounting Standards Codification Topic 718, Compensation –
Stock Compensation (ASC 718). To date, Mr. Saxe, Dr. Underdown, Dr. Gin
and Ms. Cunningham have not exercised any of the options granted
during our fiscal year ended March 31, 2020, and there can be no
assurance that any of them will ever realize any of the ASC 718
grant date fair value amounts presented in the “Option
Awards” column.
|
|
(3)
|
Mr. Saxe has served as the Chairman of our Board, the Chairman of
our Audit Committee and a member of our Compensation Committee and
Corporate Governance and Nominating Committee throughout our fiscal
year ended March 31, 2020. At March 31, 2020, Mr. Saxe
held: (i) 23,251 shares of our common stock; (ii) options to
purchase 437,500 registered shares of our common stock, of which
options to purchase 351,631 shares were exercisable; and (iii)
warrants to purchase 57,500 restricted shares of our common stock,
all of which are exercisable.
|
|
(4)
|
Dr. Underdown has served as a member of our Board, as the Chairman
of our Compensation Committee and as a member of our Audit
Committee and Corporate Governance and Nominating Committee
throughout the fiscal year ended March 31, 2020. At
March 31, 2020, Dr. Underdown held: (i) options to purchase 437,500
registered shares of our common stock, of which options to purchase
351,631 shares were exercisable; and (ii) warrants to purchase
57,500 restricted shares of our common stock, all of which are
exercisable.
|
|
(5)
|
Dr. Gin has served as a member of our Board, as the Chairman of our
Corporate Governance and Nominating Committee and as a member of
our Audit Committee and Compensation Committee throughout the
fiscal year ended March 31, 2020. At March 31, 2020, Dr. Gin held:
(i) 50,000 shares of our unregistered common stock, (ii) options to
purchase 460,000 registered shares of our common stock of which
374,131 were exercisable; and (ii) warrants to purchase 50,000
restricted shares of our common stock, all of which are
exercisable.
|
|
(6)
|
Ms. Cunningham
has served as a member of our Board and as a member of Corporate
Governance and Nominating Committee since her appointment to both
on January 10, 2019. At March 31, 2020, Ms. Cunningham held options
to purchase 150,000 registered shares of our common stock, of which
78,386 were exercisable.
|
(7)
|
The table below provides information
regarding the option awards we granted to Mr. Saxe, Dr. Underdown,
Dr. Gin and Ms. Cunningham during fiscal 2020 and the assumptions
used in the Black Scholes Option Pricing Model to determine the
grant date fair values of the respective
awards. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Saxe
|
$26,916
|
$74,431
|
$101,347
|
|
Underdown
|
26,916
|
74,431
|
101,347
|
|
Gin
|
26,916
|
74,431
|
101,347
|
|
Cunningham
|
26,916
|
74,431
|
101,347
|
|
|
$107,662
|
$297,725
|
$405,388
|
|
Exercise
Price
|
$1.00
|
$1.41
|
|
|
Grant
Date stock price
|
$0.80
|
$1.41
|
|
|
Risk
free interest rate
|
2.13%
|
1.62%
|
|
|
Expected
Term (years)
|
5.58
|
$5.39
|
|
|
Volatility
|
85.85%
|
87.53%
|
|
|
Dividend
rate
|
0.00%
|
0.00%
|
|
|
Fair
value per share
|
$0.54
|
$0.99
|
|
|
Aggregate
option shares
|
200,000
|
300,000
|
|
Mr.
Saxe, Dr. Underdown, Dr. Gin and Ms. Cunningham were each granted
an option to purchase 50,000 shares of our common stock on May 23,
2019. Each was also granted an option to purchase 75,000 shares of
our common stock on October 21, 2019
On April 23, 2020,
when the closing price of our common stock, as reported on the
Nasdaq Capital Market was $0.398 per share, the Compensation
Committee of the Board granted options from our 2019 Omnibus Equity
Incentive Plan to each of Mr. Saxe, Dr. Underdown, Dr. Gin and Ms.
Cunningham to purchase 75,000 shares of our common stock at an
exercise price of $0.398 per share. Such options were vested 25%
upon grant with the remaining shares vesting ratably over two
years.
Board Attendance at Board of Directors, Committee and Stockholder
Meetings
Our
Board met five times and acted by unanimous written consent five
times during our fiscal year ended March 31, 2020. Our Audit
Committee met four times. Our Compensation Committee met once,
acted by unanimous written consent three times with respect to
executive compensation matters and grants of equity securities, and
requested action by the entire Board with respect to the adoption
of our 2019 Omnibus Equity Incentive Plan and 2019 Employee Stock
Purchase Plan and the modification of certain outstanding warrants.
Our Corporate Governance and Nominating Committee requested action
by the entire Board with respect to re-election of members of our
Board and other resolutions presented to our stockholders at our
September 2019 annual meeting of stockholders and Board committee
assignments. With the exception of Dr. Snodgrass, who was unable to
attend one Board meeting due to international travel, each director
serving during Fiscal 2020 attended all of the meetings of the
Board and the committees of the Board upon which such director
served that were held during the fiscal year.
We do
not have a formal policy regarding attendance by members of the
Board at our annual meetings of stockholders, but directors are
encouraged to attend. With the exception of Dr. Underdown and Ms.
Cunningham, each of whom was unavailable, each of our directors
attended our September 2019 Annual Meeting of Stockholders in
person.
Independent Directors
Our
securities are currently listed on the Nasdaq Capital Market, which
requires that a majority of our directors be independent.
Accordingly, we evaluate director independence under the standards
established by the SEC and the rules of the Nasdaq Stock
Market.
Subject
to some exceptions, these standards generally provide that a
director will not be independent if (a) the director is, or in the
past three years has been, an employee of ours; (b) a member of the
director’s immediate family is, or in the past three years
has been, an executive officer of ours; (c) the director or a
member of the director’s immediate family has received more
than $200,000 per year in direct compensation from us other than
for service as a director (or for a family member, as a
non-executive employee); (d) the director or a member of the
director’s immediate family is, or in the past three years
has been, employed in a professional capacity by our independent
public accountants, or has worked for such firm in any capacity on
our audit; (e) the director or a member of the director’s
immediate family is, or in the past three years has been, employed
as an executive officer of a company where one of our executive
officers serves on the compensation committee; or (f) the director
or a member of the director’s immediate family is an
executive officer of a company that makes payments to, or receives
payments from, us in an amount which, in any twelve-month period
during the past three years, exceeds the greater of $1,000,000 or
two percent of that other company’s consolidated gross
revenues.
Our
Board has undertaken a review of its composition, the composition
of its committees and the independence of each director. Based upon
information requested from and provided by each director concerning
his or her background, employment and affiliations, including
family relationships, our Board has determined that Mr. Saxe, Dr.
Underdown, Dr. Gin and Ms. Cunningham are each
“independent” as that term is defined by the rules of
the Nasdaq Stock Market. Our Board has also determined that Mr.
Saxe, Dr. Underdown and Dr. Gin, who together comprise our Audit
Committee and Compensation Committee, and, together with Ms.
Cunningham comprise our Corporate Governance and Nominating
Committee, satisfy the independence standards set forth in the
Nasdaq Stock Market rules. In making these determinations, our
Board considered the current and prior relationships that each
nonemployee director has with the Company and all other facts and
circumstances that our Board deemed relevant.
Board
Committees and Charters
Our
Board has established an Audit Committee, a Compensation Committee
and a Corporate Governance and Nominating Committee. The
composition and responsibilities of each committee are described
below. Members serve on these committees until their resignation or
until otherwise determined by our Board. Since April 1, 2017, only
our independent directors, Mr. Saxe, Dr. Underdown and Dr. Gin,
and, since January 10, 2019, Ms. Cunningham, serve as members of
these committees.
The
Audit Committee of our Board is comprised of Mr. Saxe, who serves
as the committee chairman, Dr. Underdown and Dr. Gin. Mr. Saxe is
also our Audit Committee financial expert, as that term is defined
under SEC rules implementing Section 407 of the Sarbanes Oxley Act
of 2002, and possesses the requisite financial sophistication, as
defined under applicable rules. The Audit Committee operates under
a written charter. Our Audit Committee charter is available on our
website at www.vistagen.com.
Under its charter, our Audit Committee is primarily responsible
for, among other things, the following:
●
overseeing our accounting and financial reporting
process;
●
selecting, retaining and replacing our independent auditors and
evaluating their qualifications, independence and
performance;
●
reviewing
and approving scope of the annual audit and audit
fees;
●
monitoring
rotation of partners of independent auditors on engagement team as
required by law;
●
discussing
with management and independent auditors the results of annual
audit and review of quarterly financial statements;
●
reviewing
adequacy and effectiveness of internal control policies and
procedures;
●
approving
retention of independent auditors to perform any proposed
permissible non-audit services;
●
overseeing
internal audit functions and annually reviewing audit committee
charter and committee performance; and
●
preparing
the audit committee report that the SEC requires in our annual
proxy statement.
Compensation Committee
The
Compensation Committee of our Board is comprised of Dr. Underdown,
who serves as the committee chairman, Mr. Saxe, and Dr. Gin. Our
Compensation Committee charter is available on our website
at www.vistagen.com.
Under its charter, the Compensation Committee is primarily
responsible for, among other things, the following:
●
reviewing and approving our compensation programs
and arrangements applicable to our executive officers (as defined
in Rule I 6a-I (f) of the Securities Exchange Act of 1934, as
amended (the Exchange
Act)), including all
employment-related agreements or arrangements under which
compensatory benefits are awarded or paid to, or earned or received
by, our executive officers, including, without limitation,
employment, severance, change of control and similar agreements or
arrangements;
●
determining
the objectives of our executive officer compensation
programs;
●
ensuring
corporate performance measures and goals regarding executive
officer compensation are set and determining the extent to which
they are achieved and any related compensation earned;
●
establishing goals and objectives relevant to
Chief Executive Officer compensation, evaluating
Chief Executive Officer performance in
light of such goals and objectives, and determining
Chief Executive Officer compensation
based on the evaluation;
●
endeavoring
to ensure that our executive compensation programs are effective in
attracting and retaining key employees and reinforcing business
strategies and objectives for enhancing stockholder value,
monitoring the administration of incentive-compensation plans and
equity-based incentive plans as in effect and as adopted from time
to time by the Board;
●
reviewing
and approving any new equity compensation plan or any material
change to an existing plan; and
●
reviewing
and approving any stock option award or any other type of award as
may be required for complying with any tax, securities, or other
regulatory requirement, or otherwise determined to be appropriate
or desirable by the committee or Board.
Corporate Governance and Nominating Committee
The
Corporate Governance and Nominating Committee of our Board is
comprised of Dr. Gin, who serves as the committee chairman, Mr.
Saxe, Dr. Underdown and Ms. Cunningham. Our Corporate Governance
and Nominating Committee charter is available on our website
at www.vistagen.com.
Under its charter, the Corporate Governance and Nominating
Committee is primarily responsible for, among other things, the
following:
●
monitoring
the size and composition of the Board;
●
making
recommendations to the Board with respect to the nominations or
elections of our directors;
●
reviewing
the adequacy of our corporate governance policies and procedures
and our Code of Business Conduct and Ethics, and recommending any
proposed changes to the Board for approval; and
●
considering
any requests for waivers from our Code of Business Conduct and
Ethics and ensure that we disclose such waivers as may be required
by the exchange on which we are listed, if any, and rules and
regulations of the SEC.
Compensation Committee Interlocks and Insider
Participation
The
Compensation Committee of our Board consists of Dr. Underdown, Mr.
Saxe and Dr. Gin, each of whom is an independent, nonemployee
director. None of the members of the Compensation Committee has a
relationship that would constitute an interlocking relationship
with executive officers or directors of another
entity.
Board Leadership Structure
The
Board currently separates the roles of Chief Executive Officer and
Chairman of the Board in recognition of the differences between the
two roles. Our Chief Executive Officer, who is also a member of our
Board, is responsible for setting the strategic direction of the
Company and the day-to-day leadership and performance of the
Company, while the Chairman of the Board provides guidance to the
Chief Executive Officer and sets the agenda for the Board meetings
and presides over meetings of the Board. Although these roles are
currently separate, the Board believes it should be able to freely
select the Chairman of the Board based on criteria that it deems to
be in the best interest of the Company and its stockholders, and
therefore one person may, in the future, serve as both the Chief
Executive Officer and Chairman of the Board.
Board Role in Risk Assessment
Management,
in consultation with outside professionals, as applicable,
identifies risks associated with the Company’s operations,
strategies and financial statements. Risk assessment is also
performed through periodic reports received by the Audit Committee
from management, counsel and the Company’s independent
registered public accountants relating to risk assessment and
management. Audit Committee members meet privately in executive
sessions with representatives of the Company’s independent
registered public accountants. The Board also provides risk
oversight through its periodic reviews of the financial and
operational performance of the Company.
Code of Ethics
We have adopted a Code of Business Conduct and
Ethics applicable to our employees, officers and
directors. Our Code of Business Conduct and Ethics is
available on our website at www.vistagen.com. We
intend to disclose any future amendments to certain provisions of
our Code of Business Conduct and Ethics, or waivers of these
provisions, on our website or in filings with the SEC under the
Exchange Act.
Stockholder Communications
If
you wish to communicate with the Board, you may send your
communication in writing to:
VistaGen Therapeutics, Inc.
343 Allerton Avenue
South San Francisco, California 94080
Attn: Corporate Secretary
You
must include your name and address in the written communication and
indicate whether you are a stockholder of the Company. The
Corporate Secretary will review any communication received from a
stockholder, and all material and appropriate communications from
stockholders will be forwarded to the appropriate director or
directors or committee of the Board based on the subject
matter.
The
validity of the securities offered hereby will be passed upon for
us by Disclosure Law Group, a Professional Corporation, San Diego,
California (DLG). Partners
of DLG beneficially own an aggregate of 74,487 registered and/or restricted shares of
our common stock.
EXPERTS
The
audited financial statements incorporated by reference in this
prospectus and elsewhere in the registration statement have been
incorporated by reference in reliance upon the report of
OUM & Co. LLP, independent
registered public accounting firm, upon the authority of said firm
as experts in accounting and auditing. The 2019 and 2018 audited
annual consolidated financial statements of VistaGen Therapeutics,
Inc., as of and for the years ended March 31, 2019 and 2018, have
been audited by OUM & Co.
LLP, independent registered public accounting firm. The
audit report dated June 25, 2019 for the 2019 audited annual
consolidated financial statements includes an explanatory paragraph
which states that certain circumstances raise substantial doubt
about our ability to continue as a going concern.
WHERE YOU CAN FIND MORE
INFORMATION
We are
subject to the informational requirements of the Exchange Act and
in accordance therewith we file annual, quarterly, and other
reports, proxy statements and other information with the Commission
under the Exchange Act. Such reports, proxy statements and other
information, including the Registration Statement, and exhibits and
schedules thereto, are available to the public through the
Commission’s website at www.sec.gov.
We make
available free of charge on or through our website our Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K and amendments to those reports filed or
furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as
soon as reasonably practicable after we electronically file such
material with or otherwise furnish it to the
Commission.
We have
filed with the Commission a registration statement under the
Securities Act of 1933, as amended, relating to the offering of
these securities. The registration statement, including the
attached exhibits, contains additional relevant information about
us and the securities. This prospectus does not contain all of the
information set forth in the registration statement. You can obtain
a copy of the registration statement, at prescribed rates, from the
Commission at the address listed above, or for free at www.sec.gov.
The registration statement and the documents referred to below
under “Incorporation of
Certain Information by Reference” are also available
on our website, www.vistagen.com/sec-filings.
We have
not incorporated by reference into this prospectus the information
on our website, and you should not consider it to be a part of this
prospectus.
INCORPORATION OF CERTAIN INFORMATION BY
REFERENCE
The
following documents filed by us with the SEC are incorporated by
reference in this prospectus:
●
our
Annual Report on Form 10-K for the year ended March 31, 2019, filed
on June 25, 2019;
●
our
Quarterly Report on Form 10-Q for the period ended June 30, 2019,
filed on August 13, 2019;
●
our
Quarterly Report on Form 10-Q for the period ended September 30,
2019, filed on November 7, 2019;
●
our
Quarterly Report on Form 10-Q for the period ended December 31,
2019, filed on February 13, 2020;
●
our
Current Report on Form 8-K, filed on April 4, 2019;
●
our
Current Report on Form 8-K, filed on May 2, 2019;
●
our
Current Report on Form 8-K, filed on June 21, 2019;
●
our
Current Report on Form 8-K, filed on July 23, 2019;
●
our
Current Report on Form 8-K, filed on August 16, 2019;
●
our
Current Report on Form 8-K, filed on August 23, 2019;
●
our
Current Report on Form 8-K, filed on September 6,
2019;
●
our
Current Report on Form 8-K, filed on September 25,
2019;
●
our Current Report
on Form 8-K, filed on October 9, 2019;
●
our Current Report on Form 8-K, filed on October
30, 2019;
●
our Current Report
on Form 8-K, filed on November 8, 2019;
●
our Current Report
on Form 8-K, filed on December 12, 2019;
●
our Current Report
on Form 8-K, filed on December 27, 2019;
●
our Current Report
on Form 8-K, filed on January 27, 2020;
●
our Current Report
on Form 8-K, filed on January 31, 2020;
●
our Current Report
on Form 8-K, filed on February 13, 2020;
●
our Current Report
on Form 8-K, filed on February 21, 2020;
●
our Current Report
on Form 8-K, filed on March 26, 2020;
●
our Current Report
on Form 8-K, filed on April 3, 2020;
●
our Current Report
on Form 8-K, filed on April 27, 2020; and
●
The description of our common stock contained in
the Registration Statement on Form 8-A filed pursuant to Section
12(b) of the Securities Exchange Act of 1934, as amended
(the Securities
Act) on May 3, 2016, including
any amendment or report filed with the SEC for the purpose of
updating this description.
We also incorporate by reference all documents we
file pursuant to Section 13(a), 13(c), 14 or 15 of the Exchange Act
(other than any portions of filings that are furnished rather than
filed pursuant to Items 2.02 and 7.01 of a Current Report on Form
8-K) after the date of the initial registration statement of which
this prospectus is a part and prior to effectiveness of such
registration statement. All documents we file in the future
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this prospectus and prior to the termination of
the offering are also incorporated by reference and are an
important part of this prospectus.
Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for the purposes of this registration statement to the
extent that a statement contained herein or in any other
subsequently filed document which also is or deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this registration statement.
We
will provide to each person, including any beneficial owner, to
whom a prospectus is delivered, a copy of any or all of the
information that has been incorporated by reference in the
prospectus but not delivered with the prospectus. You may request a
copy of these filings, excluding the exhibits to such filings which
we have not specifically incorporated by reference in such filings,
at no cost, by writing to or calling us at:
VistaGen Therapeutics, Inc.
343 Allerton Avenue
South San Francisco, California 94080
(650) 577-3600
This
prospectus is part of a registration statement we filed with the
SEC. You should only rely on the information or representations
contained in this prospectus and any accompanying prospectus
supplement. We have not authorized anyone to provide information
other than that provided in this prospectus. We are not making an
offer of the securities in any state where the offer is not
permitted. You should not assume that the information in this
prospectus or any accompanying prospectus supplement is accurate as
of any date other than the date on the front of the
document.
13,082,707 Shares
Common Stock
PROSPECTUS
We have not authorized any dealer, salesperson or other person to
give any information or to make any representations not contained
in this prospectus. You must not rely on any unauthorized
information. This prospectus is not an offer to sell these
securities in any jurisdiction where an offer or sale is not
permitted.
May 13, 2020
