As of August 8, 2018, VistaGen Therapeutics, Inc. (“Company”) has received approximately $2.25 million from its self-placed private placement of unregistered securities to individual accredited investors (“2018 Private Placement”). In accordance with the subscription agreements for the 2018 Private Placement (the “Subscription Agreements”), the Company sold approximately 1.8 million units for $1.25 per unit. Each unit consisted of one unregistered share of the Company’s common stock, par value $0.001 per share (“Common Stock”), and a warrant (the “Warrant”) to purchase one unregistered share of Common Stock at an exercise price of $1.50 per share. The Warrants are not exercisable until at least six months and one day after the date of issuance and expire on February 28, 2022. The Company expects to use the proceeds from the 2018 Private Placement for general working capital purposes.
The issuance of the shares of Common Stock and Warrants included with each unit was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as provided in Rule 506 of Regulation D promulgated thereunder. The Common Stock and Warrants, and the Common Stock issuable upon exercise of the Warrants, have not been registered under the Securities Act or any other applicable securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act.
The foregoing description of the Subscription Agreements and Warrant are not complete, and are qualified by reference to such documents, which are attached hereto as Exhibits 10.1 and 10.2, respectively.
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