VistaGen Therapeutics Inc (VTGN)

[Investman432]

Thanks much. As far as I can tell, VSTA has not done anything illicit and there was nothing factually false in the PRs. They entered into a standard form arms-length private Stock Purchase Agreement and reported the news to public. They modified the agreement when BGMO was about to default, and promptly issued 8-K.

There isn't anything fraudulent about this, unless one can prove Singh knew BGMO would not complete the transaction. We can argue that due diligence on BGMO would uncover its track record of false statements, lies, failure to complete investments, phony financial statements, litigation, erratic behavior, etc., but VSTA can rebut this and hide behind "business judgment" standard. Unless there is smoking gun papers (i.e., emails), hard to prove knowledge. Also, to be criminal one would need to show VSTA and/or insiders personally profited, for instance by selling shares, in wake of announcement. However, given meager share trading, it's doubtful much profit was garnered.

Given VSTA financial condition and lack of other options, VSTA will argue it had nothing to lose even on long shot deal with scum-of-the-earth garment salesman.

VSTA might have choice words for its lawyer, who presumably did some review of BGMO's corporate filings and litigation history before papers were signed, which would have raised many red flags. They also would have choice words for MissionIR, which should have realized HH is full of manure and BGMO's millions were a hoax.

One could question whether the sale of controlling interest requires a shareholder vote, but this is a corporate legal matter. Given the Board has two lawyers and used outside counsel, I believe they are well advised on this matter.

One can argue VSTA is withholding material information regarding status of SPA -- but this isn't a violation, as long as insiders have not traded shares while in possession of such information.

It is reasonable to assume the company will soon announce another investment by Platinum Funds as it also announces the BGMO SPA is terminated. I am eager to see if Singh goes after BGMO legally on the default. Also, I expect new Platinum round will be punitive to existing common.