x
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Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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o
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Nevada
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20-5093315
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
x
|
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(Do not check if a smaller
reporting company)
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•
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our plans to develop and use for drug rescue applications novel, clinically predictive heart and liver toxicology screening bioassay systems based on human heart and liver cells derived from our human pluripotent stem cell technology platform, which we refer to as
Human Clinical Trials in a Test Tube
tm
;
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•
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our belief that our human heart and liver cell-based bioassay systems can be utilized to discover, assess, prioritize, and develop new small molecule drug candidates, or efficiently screen chemical compounds and drug candidates for potential therapeutic utility or toxicity;
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•
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our anticipation that recognition of the potential value of a new generation of in vitro bioassay systems based on cells derived from human pluripotent stem cell technology, as well as the potential value of predictive toxicology for drug discovery, development and rescue, including our
Human Clinical Trials in a Test Tube
tm
platform, will increase in the pharmaceutical industry in the coming years;
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•
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our expectation that we will gain access to information, data and research quantity supplies of small molecule drug rescue candidates through publicly available information, collaborations with pharmaceutical companies or selective licensing and acquisition transactions;
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•
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our expectation that we be successful in using our human heart and liver cell-based bioassay systems to identify those factors which make a drug candidate toxic to the human heart or liver, or which cause drug metabolism complications;
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•
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our expectation that we will be able to develop and license or sell to pharmaceutical companies drug rescue variants that are effective and safer than the once-promising drug candidates discovered, developed and ultimately discontinued by pharmaceutical companies;
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•
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our anticipation that, to the extent we license or acquire a drug rescue candidate from a pharmaceutical company instead of accessing the candidate from publicly available information, our drug rescue collaborations will include terms addressing the ownership of the drug rescue variants we expect to generate during our collaborative drug rescue programs, as well as any underlying intellectual property;
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•
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our expectation that we will derive revenues from drug rescue collaborations, including research and development fees, technology access fees, license fees, development milestone payments and royalties from collaborator product sales;
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•
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our expectation that we will license or sell drug rescue variants developed by us, or on our behalf by our medicinal chemistry collaborators, to pharmaceutical companies;
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our ability to produce mature, functional pluripotent stem cell-derived human liver cells, and our ability to develop a clinically predictive liver toxicity and drug metabolism bioassay system using such human liver cells, which we refer to as
LiverSafe
3D™;
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•
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our expectation that we will leverage our stem cell biology expertise to develop customized cellular bioassay systems for drug discovery and development applications beyond predicting heart or liver toxicity of drug candidates, including stem cell therapy;
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our expectations with respect to nonclinical stem cell therapy initiatives focused on pluripotent stem cell-derived blood, cartilage, heart, liver and pancreas cells; and
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our expectation that we will complete Phase I clinical development of AV-101 in the United States in 2012.
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•
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our ability to identify, access and rescue (create a novel, safer chemical variant of) a once-promising small molecule drug candidate discovered and developed by a pharmaceutical company for a potential large market disease or condition but ultimately discontinued by such company due to safety concerns;
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•
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our ability to effectively predict toxicity and drug metabolism issues of small molecule drug candidates;
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•
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our internal validation study of our first clinically predictive toxicology screening bioassay system,
CardioSafe
3D
tm
for heart toxicity, has not been subject to peer review or third-party validation;
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•
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whether the cellular bioassay systems based on our human pluripotent stem cell biology platform are more efficient or accurate at predicting the heart or liver toxicity of drug candidates than current nonclinical testing models;
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•
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our history of operating losses;
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•
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our ability to obtain substantial additional capital in the future to conduct operations, conduct and sponsor research and development activities, and develop a drug rescue variant pipeline;
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•
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our ability to obtain government grant funding;
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•
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our ability to find collaborators in the pharmaceutical industry to acquire our drug rescue variants generated by using our stem cell technology ;
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•
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our ability to license or acquire drug rescue candidates from pharmaceutical companies on terms and conditions acceptable to us;
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•
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our ability to compete against other companies and research institutions with greater financial and other resources;
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pharmaceutical industry need, acceptance and productive application of our stem cell technology for drug rescue applications;
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•
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our ability to acquire or license potential drug rescue candidates from third-parties on terms and conditions acceptable to us;
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•
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our ability to secure adequate protection for our intellectual property, especially the intellectual property underlying our stem cell technology platform and the small molecule drug rescue variants we expect to be created through our collaboration with our medical chemistry partner;
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•
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our ability (or the ability of our collaborators) to obtain regulatory approval of drug rescue variants; and
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•
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our ability to attract and retain key personnel.
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·
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Shawn K. Singh, J.D., Jon S. Saxe, J.D., H. Ralph Snodgrass, Ph.D., Gregory A. Bonfiglio, J.D., and Brian J. Underdown, Ph.D., each a prior director of VistaGen, were appointed as directors of Excaliber;
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·
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Stephanie Y. Jones and Matthew L. Jones resigned as officers and directors of Excaliber;
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·
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The following persons were appointed as officers of Excaliber;
|
o
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Shawn K. Singh, J.D., Chief Executive Officer,
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o
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H. Ralph Snodgrass, Ph.D., President, Chief Scientific Officer, and
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o
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A. Franklin Rice, MBA, Chief Financial Officer and Secretary;
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·
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Excaliber’s directors approved a two-for-one (2:1) forward stock split of Excaliber’s Common Stock;
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·
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Excaliber’s directors approved an increase in the number of shares of Common Stock Excaliber is authorized to issue from 200 million to 400 million shares;
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·
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Excaliber changed its name to “VistaGen Therapeutics, Inc.”
; and
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·
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Excaliber adopted VistaGen's fiscal year-end of March 31, with VistaGen as the accounting acquirer.
|
•
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individuals with specific inheritable diseases and conditions that predispose the individual to respond differently to drugs; or
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•
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individuals with specific variations in genes that directly affect drug levels in the body or alter the manner or efficiency of their metabolism, breakdown and elimination of drugs.
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•
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specific growth and differentiation factors used in the tissue culture medium, applied in specific combinations, at critical concentrations, and at critical times unique to each desired cell type;
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•
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modified developmental genes and the experimentally controlled regulation of developmental genes, which is critical for determining what differentiation path a cell will take; and
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•
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biological markers characteristic of precursor cells, which are committed to becoming specific cells and tissues, and which can be used to identify, enrich and purify the desired mature cell type.
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•
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five of the FDA-approved drugs (astemizole, sotalol, cisapride, terfenadine and sertindole) were withdrawn from the market due to heart toxicity concerns;
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•
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the other five FDA-approved drugs (fexofenadine, nifedipine, verapamil, lidocaine and propranolol) are currently available in the U.S. market and demonstrate certain measurable clinical non-toxic cardiac effects, one of which (fexofenadine) is a non-cardiotoxic drug variant (similar in concept to our planned rescued drug variants) of terfenadine (one of the FDA-approved drugs withdrawn from the market due to heart safety concerns); and
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•
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the research compound (E-4031) failed in a small Phase I human clinical study before being discontinued due to heart toxicity concerns.
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•
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academic research institutions, such as UHN, for stem cell research collaborations;
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CROs, such as Cato Research Ltd., for regulatory and drug development expertise and to identify and assess potential drug rescue candidates; and
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medicinal chemistry companies, such as Synterys, Inc., to analyze drug rescue candidates and generate drug rescue variants.
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the access Cato Research has to drug rescue candidates from its biotechnology and pharmaceutical industry network;
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Cato BioVentures’ equity interest in VistaGen; and
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Cato BioVentures’ business model which involves partnering with innovators in exchange for an equity interest and product participation rights,
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•
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a combination of growth factors (molecules that stimulate the growth of cells);
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•
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modified developmental genes; and
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•
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precise selection of immature cell populations for further growth and development.
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•
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the use of certain growth factors to generate mesoderm (that is, the precursors capable of developing into cells of the heart, blood system, connective tissues, and vascular system) from human ES Cells;
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•
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the use of certain growth factors to generate endoderm (that is, the precursors capable of developing into cells of the liver, pancreas, lungs, gut, intestines, thymus, thyroid gland, bladder, and parts of the auditory system) from human ES Cells; and
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•
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applications of cells derived from mesoderm and endoderm precursors, especially those relating to drug discovery and testing for applications in the field of
in vitro
drug discovery and development applications.
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use the technology for internal research and drug development;
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•
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provide discovery and screening services to third parties; and
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•
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market and sell research products (that is, cellular assays incorporating the licensed technology).
|
Territory
|
Patent No.
|
General Subject Matter
|
Expiration
|
||||
US
|
7,763,466
|
Method to produce endoderm cells
|
May 20, 2025
|
||||
US
|
7,955,849
|
Method of enriching population of mesoderm cells
|
May 19, 2023
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·
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Continue our research and development of our stem cell technology platform;
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·
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Seek to rescue once-promising drug candidates discontinued in development by pharmaceutical companies due to heart or liver toxicity;
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·
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Acquire or in-license products or technologies;
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·
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Maintain, expand and protect our intellectual property portfolio;
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·
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Hire additional scientific and technical personnel; and
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·
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Add operational, financial and management information systems and personnel to support our drug rescue activities and regulatory compliance requirements relating to being a reporting company.
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•
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revenues, if any, generated from collaborations with pharmaceutical companies involving the development or licensing of customized cellular bioassays or our drug rescue variants;
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•
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expenses we incur in developing and licensing our drug rescue variants;
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•
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the commercial success of our research and development efforts; and
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•
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the emergence of competing scientific and technological developments and the extent to which we acquire or in-license other products and technologies.
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•
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Our ability to identify and access the potential for drug rescue of once-promising drug candidates that pharmaceutical companies have discontinued in development due to heart or liver toxicity concerns. If we cannot identify once-promising large market drug candidates that can be rescued in an efficient and cost-effective manner, our business will be adversely affected. And, we may choose to focus our resources on a potential drug rescue candidate the rescue of which ultimately proves to be unsuccessful. If we are unable to identify and access suitable drug candidates for our drug rescue programs, we will not be able to obtain product revenues in future periods, which likely will result in significant harm to our financial position and adversely impact our stock price.
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•
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To the extent we elect to attempt to rescue once-promising but discontinued drug candidates that are not otherwise available for research and development based on information available in the public domain, our ability to negotiate licenses with pharmaceutical companies to drug candidates that the pharmaceutical companies have discontinued in development due to heart or liver toxicity concerns. Because we are screening a range of drug rescue candidates, including compounds with proprietary rights held by third parties, for their potential as drug rescue candidates, the growth of our business may depend, in significant part, on our ability to acquire or in-license these compounds. Pharmaceutical companies might be reluctant to reactivate and out-license rights to us with respect to discontinued drug development programs involving potential drug rescue candidates, especially those programs involving substantial prior investment and loss by the pharmaceutical companies, as well as discontinued programs that have been superseded by current programs regarded by the pharmaceutical companies as more advanced than the programs they discontinued. The licensing and acquisition of proprietary compounds, even compounds that have failed in development, is a competitive area, and a number of more established companies are also pursuing strategies to license or acquire compounds that we may consider attractive as drug rescue candidates. These established companies have a competitive advantage over us due to their size, cash resources and greater clinical development and commercialization capabilities. In addition, companies that perceive us to be a competitor may be unwilling to license rights to us. We have no experience in negotiating these licenses and there can be no assurances that we will be able to obtain licenses to discontinued drug rescue candidates on commercially reasonable terms, if at all. If we are unable to obtain licenses to drug candidates we seek to rescue, our business may be adversely affected.
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•
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Our medicinal chemistry collaborators’ ability to design and produce drug rescue variants that are structurally related to the drug candidate that was discontinued in development due to heart or liver toxicity. If our medicinal chemistry collaborator is unsuccessful for any reason in designing and producing drug rescue variants, our business will be adversely affected.
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•
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Our ability to execute our drug rescue programs in a timely and cost-effective manner. If our drug rescue programs are less efficient and more expensive than we expect, our business will be adversely affected.
|
•
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Our ability to rescue (develop drug rescue variants) and license our drug rescue variants to pharmaceutical companies. The time necessary to rescue any individual pharmaceutical product is long and can be uncertain. Only a small number of research and development programs ultimately result in commercially successful drugs. We cannot assure you that toxicity results indicated by our drug rescue testing models are indicative of results that would be achieved in future animal studies, in
in vitro
testing or in human clinical studies, all or some of which will be required in order to obtain regulatory approval of our drug rescue variants.
|
•
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clinical trials may not demonstrate the safety and efficacy of our drug rescue variants or stem cell therapies;
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•
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completion of clinical trials may be delayed, or costs of clinical trials may exceed anticipated amounts;
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•
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we may not be able to obtain regulatory approval of our drug rescue variants or biologics, or may experience delays in obtaining such approval;
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•
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we may not be able to manufacture our drug rescue variants economically on a commercial scale;
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•
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we and any licensees of ours may not be able to successfully market our drug rescue variants;
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•
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physicians may not prescribe our products, or patients or third party payors may not accept our drug rescue variants or stem cell therapies;
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•
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others may have proprietary rights which prevent us from marketing our drug rescue variants or stem cell therapies; and
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•
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competitors may sell similar, superior or lower-cost products.
|
•
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our establishment and demonstration to the medical community of the clinical efficacy and safety of our drug rescue variants and stem cell therapies;
|
•
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our ability to create product candidates that are superior to alternatives currently on the market;
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•
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our ability to establish in the medical community the potential advantage of our treatments over alternative treatment methods; and
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•
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reimbursement policies of government and third-party payors.
|
•
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to identify and access failed drug candidates to rescue and develop;
|
•
|
to license drug rescue variants that we develop; and
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•
|
to perform stem cell research and development and supply services, such as medicinal chemistry, that is our key to our future success.
|
High
|
Low
|
|||||||
Year Ending March 31, 2012
|
||||||||
First quarter ending June 30, 2011 (from June 21, 2011)
|
$ | 2.60 | $ | 2.45 | ||||
Second quarter ending September 30, 2011
|
$ | 2.60 | $ | 1.80 | ||||
Third quarter ending December 31, 2011
|
$ | 3.10 | $ | 2.57 | ||||
Fourth quarter ending March 31, 2012
|
$ | 3.15 | $ | 2.55 |
Plan category
|
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
(a)
|
Weighted-average
exercise price of
outstanding
options, warrants
and rights
(b)
|
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
(c)
|
|||||||||
Equity compensation plans approved by security holders
|
4,266,300
|
$
|
1.57
|
433,700
|
||||||||
Equity compensation plans not approved by security holders
|
539,471
|
1.23
|
--
|
|||||||||
Total
|
4,805,771
|
$
|
1.53
|
433,700
|
•
|
by will and by the laws of descent and distribution; and
|
•
|
during the lifetime of the participant, to the extent and in the manner authorized by the Administrator by gift or pursuant to a domestic relations order to members of the participant’s immediate family.
|
•
|
increase in share price;
|
•
|
earnings per share;
|
•
|
total shareholder return;
|
•
|
operating margin;
|
•
|
gross margin;
|
•
|
return on equity;
|
•
|
return on assets;
|
•
|
return on investment;
|
•
|
operating income;
|
•
|
net operating income;
|
•
|
pre-tax profit;
|
•
|
cash flow;
|
•
|
revenue;
|
•
|
expenses;
|
•
|
earnings before interest, taxes and depreciation;
|
•
|
economic value added; and
|
•
|
market share.
|
•
|
an acquisition of securities possessing more than fifty percent (50%) of the total combined voting power of our outstanding securities but excluding any such transaction or series of related transactions that the Administrator determines shall not be a Corporate Transaction;
|
•
|
a reverse merger in which we remain the surviving entity but: (i) the shares of common stock outstanding immediately prior to such merger are converted or exchanged by virtue of the merger into other property, whether in the form of securities, cash or otherwise; or (ii) in which securities possessing more than fifty percent (50%) of the total combined voting power of our outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such merger;
|
•
|
a sale, transfer or other disposition of all or substantially all of the assets of our Corporation;
|
•
|
a merger or consolidation in which our Corporation is not the surviving entity; or
|
•
|
a complete liquidation or dissolution.
|
·
|
Each of the prior directors of VistaGen was appointed as a director of Excaliber;
|
·
|
The prior directors and officers of Excaliber resigned as officers and directors of Excaliber;
|
·
|
VistaGen’s prior officers were appointed as officers of like tenor of Excaliber;
|
·
|
Excaliber’s directors approved a two-for-one (2:1) forward stock split of Excaliber’s common stock;
|
·
|
Excaliber’s directors approved an increase in the number of shares of common stock Excaliber was authorized to issue from 200 million to 400 million shares, (see Note 9,
Capital Stock,
to the Consolidated Financial Statements included in Item 8 of this Form 10-K);
|
·
|
Excaliber changed its name to “VistaGen Therapeutics, Inc.”; and
|
·
|
Excaliber adopted VistaGen's fiscal year-end of March 31, with VistaGen as the accounting acquirer.
|
·
|
VistaGen sold 2,216,106 Units, consisting of one share of VistaGen's common stock and a three-year warrant to purchase one-fourth (1/4) of one share of VistaGen common stock at an exercise price of $2.50 per share, at a price of $1.75 per Unit in a private placement for aggregate gross offering proceeds of $3,878,197, including $2,369,194 in cash (“2011 Private Placement”). See Note 9,
Capital Stock,
to the Consolidated Financial Statements included in Item 8 of this Form 10-K, for a further description;
|
·
|
Holders of certain promissory notes issued by VistaGen from 2006 through 2010 converted their notes totaling $6,174,793, including principal and accrued but unpaid interest, into 3,528,290 Units at $1.75 per Unit. These Units were the same Units issued in connection with the 2011 Private Placement. See Note 8,
Convertible Promissory Notes and Other Notes Payable,
to the Consolidated Financial Statements included in Item 8 of this Form 10-K; and
|
·
|
All holders of VistaGen's then-outstanding preferred stock converted all 2,884,655 of their shares of VistaGen preferred stock into 2,884,655 shares of VistaGen common stock at a price of $1.75 per share. See Note 9,
Capital Stock,
to the Consolidated Financial Statements included in Item 8 of this Form 10-K.
|
Fiscal Years Ended March 31,
|
||||||||
2012
|
2011
|
|||||||
Revenues:
|
||||||||
Grant revenue
|
$ | 1,342 | $ | 2,071 | ||||
Total revenues
|
1,342 | 2,071 | ||||||
Operating expenses:
|
||||||||
Research and development
|
5,389 | 3,678 | ||||||
General and administrative
|
4,997 | 4,958 | ||||||
Total operating expenses
|
10,386 | 8,636 | ||||||
Loss from operations
|
(9,044 | ) | (6,565 | ) | ||||
Other expenses, net:
|
||||||||
Interest expense, net
|
(1,893 | ) | (3,119 | ) | ||||
Change in put and note extension option and warrant liabilities
|
(78 | ) | 204 | |||||
Loss on early extinguishment of debt
|
(1,193 | ) | - | |||||
Loss before income taxes
|
(12,208 | ) | (9,480 | ) | ||||
Income taxes
|
(2 | ) | (2 | ) | ||||
Net loss
|
$ | (12,210 | ) | $ | (9,482 | ) |
•
|
salaries, benefits, including stock-based compensation costs, travel and related expense for personnel associated with research and development activities;
|
•
|
fees paid to contract research organizations and other professional service providers for services related to the conduct and analysis of clinical trials and other development activities;
|
•
|
fees paid to third parties for access to licensed technology and costs associated with securing and maintaining patents related to our internally generated inventions:
|
•
|
laboratory supplies and materials;
|
•
|
leasing and depreciation of laboratory equipment; and
|
•
|
allocated costs of facilities and infrastructure.
|
|
•
|
Collaborative arrangements typically consist of non-refundable and/or exclusive technology access fees, cost reimbursements for specific research and development spending, and various milestone and future product royalty payments. If the delivered technology does not have stand-alone value, the amount of revenue allocable to the delivered technology is deferred. Non-refundable upfront fees with stand-alone value that are not dependent on future performance under these agreements are recognized as revenue when received, and are deferred if we have continuing performance obligations and have no objective and reliable evidence of the fair value of those obligations. We recognize non-refundable upfront technology access fees under agreements in which we have a continuing performance obligation ratably, on a straight-line basis, over the period in which we are obligated to provide services. Cost reimbursements for research and development spending are recognized when the related costs are incurred and when collectability is reasonably assured. Payments received related to substantive, performance-based “at-risk” milestones are recognized as revenue upon achievement of the milestone event specified in the underlying contracts, which represent the culmination of the earnings process. Amounts received in advance are recorded as deferred revenue until the technology is transferred, costs are incurred, or a milestone is reached.
|
|
•
|
Technology license agreements typically consist of non-refundable upfront license fees, annual minimum access fees and/or royalty payments. Non-refundable upfront license fees and annual minimum payments received with separable stand-alone values are recognized when the technology is transferred or accessed, provided that the technology transferred or accessed is not dependent on the outcome of the continuing research and development efforts. Otherwise, revenue is recognized over the period of our continuing involvement.
|
|
•
|
Government grant awards, which support our research efforts on specific projects, generally provide for reimbursement of approved costs as defined in the terms of grant awards. We recognize grant revenue when associated project costs are incurred.
|
Fiscal Years Ended March 31,
|
||||||||
2012
|
2011
|
|||||||
NIH - AV-101 grant
|
$ | 1,163 | $ | 1,432 | ||||
CIRM grant
|
79 | 546 | ||||||
Subcontract revenue
|
100 | 93 | ||||||
Total Revenue
|
$ | 1,342 | $ | 2,071 |
Fiscal Years Ended March 31,
|
||||||||
2012
|
2011
|
|||||||
Salaries and benefits
|
$ | 862 | $ | 576 | ||||
Stock-based compensation
|
477 | 475 | ||||||
Consulting
|
179 | - | ||||||
UHN research under SRCA
|
830 | 1,275 | ||||||
Technology licenses and royalties
|
340 | 282 | ||||||
Project-related third-party research and supplies:
|
||||||||
AV-101
|
2,191 | 819 | ||||||
CIRM
|
37 | 87 | ||||||
All other including CardioSafe and LiverSafe
|
231 | 30 | ||||||
2,459 | 936 | |||||||
Rent
|
104 | 99 | ||||||
Depreciation
|
37 | 37 | ||||||
Warrant modification expense
|
101 | - | ||||||
All other
|
- | (2 | ) | |||||
Total Research and Development Expense
|
$ | 5,389 | $ | 3,678 |
Fiscal Years Ended March 31,
|
||||||||
2012
|
2011
|
|||||||
Salaries and benefits
|
$ | 875 | $ | 401 | ||||
Stock-based compensation
|
1,114 | 1,154 | ||||||
Consulting services
|
558 | 88 | ||||||
Legal, accounting and other professional fees
|
1,033 | 3,005 | ||||||
Investor relations
|
343 | 16 | ||||||
Insurance
|
101 | 16 | ||||||
Travel and entertainment
|
68 | 70 | ||||||
Rent and utilities
|
89 | 77 | ||||||
Warrant modification expense
|
641 | - | ||||||
All other expenses
|
175 | 131 | ||||||
Total General and Administrative Expense
|
$ | 4,997 | $ | 4,958 |
Fiscal Years Ended March 31,
|
||||||||
2012
|
2011
|
|||||||
Net cash used in operating activities
|
$ | (3,566 | ) | $ | (841 | ) | ||
Net cash used in investing activities
|
$ | (32 | ) | $ | (58 | ) | ||
Net cash provided by financing activities, including sale of Units, warrant exercises and issuance of notes in 2012 and issuance of notes and warrants in 2011
|
$ | 3,540 | $ | 837 |
Page
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|
50
|
|
51
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|
52
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|
53
|
|
55
|
|
56
|
|
59
|
May 26, 1998
|
||||||||||||
(Inception)
|
||||||||||||
Through
|
||||||||||||
Fiscal Years Ended March 31,
|
March 31,
|
|||||||||||
2012
|
2011
|
2012
|
||||||||||
Revenues:
|
||||||||||||
Grant revenue
|
$ | 1,342,200 | $ | 2,071,000 | $ | 12,762,700 | ||||||
Collaboration revenue
|
- | - | 2,283,600 | |||||||||
Other
|
- | - | 1,123,500 | |||||||||
Total revenues
|
1,342,200 | 2,071,000 | 16,169,800 | |||||||||
Operating expenses:
|
||||||||||||
Research and development
|
5,388,600 | 3,678,200 | 26,124,900 | |||||||||
Acquired in-process research and development
|
- | - | 7,523,200 | |||||||||
General and administrative
|
4,997,000 | 4,957,700 | 27,118,400 | |||||||||
Total operating expenses
|
10,385,600 | 8,635,900 | 60,766,500 | |||||||||
Loss from operations
|
(9,043,400 | ) | (6,564,900 | ) | (44,596,700 | ) | ||||||
Other expenses, net:
|
||||||||||||
Interest expense, net
|
(1,893,200 | ) | (3,119,400 | ) | (9,441,500 | ) | ||||||
Change in put and note extension option and
|
- | |||||||||||
warrant liabilities
|
(78,000 | ) | 203,900 | 418,500 | ||||||||
Loss on early extinguishment of debt
|
(1,193,500 | ) | - | (1,193,500 | ) | |||||||
Other income
|
200 | (200 | ) | 47,500 | ||||||||
Loss before income taxes
|
(12,207,900 | ) | (9,480,600 | ) | (54,765,700 | ) | ||||||
Income taxes
|
(1,600 | ) | (1,600 | ) | (16,800 | ) | ||||||
Net loss
|
$ | (12,209,500 | ) | $ | (9,482,200 | ) | $ | (54,782,500 | ) | |||
Basic and diluted net loss per common share
|
$ | (0.83 | ) | $ | (1.81 | ) | ||||||
Weighted average shares used in computing
|
||||||||||||
basic and diluted net loss per common share
|
14,736,651 | 5,241,110 |
Period From
|
||||||||||||
May 26, 1998
|
||||||||||||
(Inception)
|
||||||||||||
Fiscal Years Ended
|
Through
|
|||||||||||
March 31,
|
March 31,
|
|||||||||||
2012
|
2011
|
2012
|
||||||||||
Cash flows from operating activities:
|
||||||||||||
Net loss
|
$ | (12,209,500 | ) | $ | (9,482,200 | ) | $ | (54,782,500 | ) | |||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||||||
Depreciation and amortization
|
45,600 | 45,300 | 743,700 | |||||||||
Amortization of discounts on 7%, 7.5% and 10% notes
|
57,200 | 71,000 | 259,200 | |||||||||
Amortization of discounts on Platinum notes
|
909,000 | 1,376,600 | 3,548,700 | |||||||||
Amortization of discounts on August 2010 short-term notes
|
14,300 | 557,700 | 572,000 | |||||||||
Amortization of discounts on February 2012 12% convertible notes
|
(4,200 | ) | - | (4,200 | ) | |||||||
Change in put and note term extension option and warrant liabilities
|
77,900 | (203,900 | ) | (418,600 | ) | |||||||
Fair value of Series C preferred stock, common stock, and warrants
|
||||||||||||
granted for services prior to the Merger
|
131,200 | - | 1,056,600 | |||||||||
Stock-based compensation
|
1,591,300 | 1,628,800 | 4,354,300 | |||||||||
Loss on early extinguishment of debt
|
1,193,500 | - | 1,193,500 | |||||||||
Expense related to modification of warrants
|
741,700 | - | 741,700 | |||||||||
Fair value of common stock granted for services following the Merger
|
452,000 | - | 452,000 | |||||||||
Fair value of warrants granted for services following the Merger
|
564,500 | - | 564,500 | |||||||||
Fair value of additional warrants granted under Discounted Warrant
|
||||||||||||
Exercise Program
|
138,100 | - | 138,100 | |||||||||
Fair value of common stock issued for note term modification
|
22,400 | - | 22,400 | |||||||||
Consulting services by related parties settled by issuing promissory notes
|
- | - | 44,600 | |||||||||
Acquired in-process research and development
|
- | - | 7,523,200 | |||||||||
Amortization of imputed discount on non-interest bearing notes
|
- | - | 45,000 | |||||||||
Gain on sale of assets
|
- | - | (16,800 | ) | ||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Unbilled contract payments receivable
|
(64,000 | ) | 205,000 | (106,200 | ) | |||||||
Prepaid expenses and other current assets
|
(1,900 | ) | 630,900 | (4,500 | ) | |||||||
Security deposits and other assets
|
2,100 | 4,500 | (29,000 | ) | ||||||||
Accounts payable and accrued expenses
|
2,838,600 | 4,385,500 | 16,580,600 | |||||||||
Deferred revenues
|
(65,600 | ) | (60,500 | ) | 13,200 | |||||||
Net cash used in operating activities
|
(3,565,800 | ) | (841,300 | ) | (17,508,500 | ) | ||||||
Cash flows from investing activities:
|
||||||||||||
Purchases of equipment, net
|
(32,400 | ) | (57,800 | ) | (680,800 | ) | ||||||
Net cash used in investing activities
|
(32,400 | ) | (57,800 | ) | (680,800 | ) | ||||||
Cash flows from financing activities:
|
||||||||||||
Net proceeds from issuance of common stock and warrants, including units
|
2,679,200 | - | 2,800,000 | |||||||||
Proceeds from exercise of warrants under Discounted Warrant Exercise Program
|
1,166,300 | 1,166,300 | ||||||||||
Net proceeds from issuance of preferred stock and warrants
|
- | - | 4,198,600 | |||||||||
Proceeds from issuance of notes under line of credit
|
- | - | 200,000 | |||||||||
Proceeds from issuance of 7% note payable to founding stockholder
|
- | - | 90,000 | |||||||||
Net proceeds from issuance of 7% convertible notes
|
- | - | 575,000 | |||||||||
Net proceeds from issuance of 10% convertible notes and warrants
|
- | - | 1,655,000 | |||||||||
Net proceeds from issuance of Platinum notes and warrants
|
- | - | 3,700,000 | |||||||||
Net proceeds from issuance of 2008/2010 notes and warrants
|
- | 270,000 | 2,971,800 | |||||||||
Net proceeds from issuance of 2006/2007 notes and warrants
|
- | - | 1,025,000 | |||||||||
Net proceeds from issuance of 7% notes payable
|
- | - | 55,000 | |||||||||
Net proceeds from issuance of August 2010 short-term notes and warrants
|
- | 800,000 | 800,000 | |||||||||
Net proceeds from issuance of February 2012 12% convertible notes and warrants
|
466,500 | - | 466,500 | |||||||||
Repayment of capital lease obligations
|
(14,500 | ) | (27,000 | ) | (100,500 | ) | ||||||
Repayment of notes
|
(757,600 | ) | (205,600 | ) | (1,332,400 | ) | ||||||
Net cash provided by financing activities
|
3,539,900 | 837,400 | 18,270,300 | |||||||||
Net increase in cash and cash equivalents
|
(58,300 | ) | (61,700 | ) | 81,000 | |||||||
Cash and cash equivalents at beginning of period
|
139,300 | 201,000 | - | |||||||||
Cash and cash equivalents at end of period
|
$ | 81,000 | $ | 139,300 | $ | 81,000 | ||||||
Supplemental disclosure of cash flow activities:
|
||||||||||||
Cash paid for interest
|
$ | 265,400 | $ | 147,400 | $ | 439,700 | ||||||
Cash paid for income taxes
|
$ | 1,600 | $ | 1,600 | $ | 16,800 |
Period From
|
||||||||||||
May 26, 1998
|
||||||||||||
(Inception)
|
||||||||||||
Fiscal Years Ended
|
Through
|
|||||||||||
March 31,
|
March 31,
|
|||||||||||
2012
|
2011
|
2012
|
||||||||||
Supplemental disclosure of noncash activities:
|
||||||||||||
Forgiveness of accrued compensation and accrued interest
|
||||||||||||
payable to officers transferred to equity
|
$ | - | $ | - | $ | 800,000 | ||||||
Exercise of warrants and options in exchange for debt cancellation
|
$ | - | $ | - | $ | 112,800 | ||||||
Settlement of accrued and prepaid interest by issuance of
|
||||||||||||
Series C Preferred Stock
|
$ | - | $ | - | $ | 35,300 | ||||||
Conversion of 10% notes payable, net of discount, and
|
||||||||||||
related accrued interest into Series C Preferred stock
|
$ | - | $ | - | $ | 2,050,300 | ||||||
Issuance of Series B-1 Preferred stock for acquired in-process
|
||||||||||||
research and development
|
$ | - | $ | - | $ | 7,523,200 | ||||||
Conversion of 7% notes payable, net of discount, and
|
||||||||||||
related accrued interest into Series B Preferred stock
|
$ | - | $ | - | $ | 508,000 | ||||||
Conversion of accounts payable into convertible promissory notes
|
$ | - | $ | - | $ | 893,700 | ||||||
Conversion of accounts payable into note payable
|
$ | - | $ | 1,126,200 | $ | 2,810,300 | ||||||
Conversion of accounts payable into common stock
|
$ | 275,400 | $ | - | $ | 1,824,100 | ||||||
Conversion of accrued interest on convertible promissory
|
||||||||||||
notes into common stock
|
$ | - | $ | - | $ | 921,400 | ||||||
Notes receivable from sale of common stock to related parties
|
||||||||||||
upon exercise of options and warrants
|
$ | - | $ | - | $ | 149,800 | ||||||
Capital lease obligations
|
$ | 19,000 | $ | - | $ | 139,700 | ||||||
Recognition of put option and note term
|
||||||||||||
extension option liabilities upon issuance of Platinum Notes
|
$ | - | $ | - | $ | 141,200 | ||||||
Incremental fair value of put option and note term extension
|
||||||||||||
option liabilities from debt modifications
|
$ | - | $ | 158,000 | $ | 479,400 | ||||||
Incremental fair value of note conversion option from debt
|
||||||||||||
modification
|
$ | - | $ | 1,062,800 | $ | 1,891,200 | ||||||
Incremental fair value of warrant from debt modifications
|
$ | - | $ | 121,100 | $ | 276,700 | ||||||
Recognition of warrant liability upon adoption of new accounting standard
|
$ | - | $ | - | $ | 151,300 | ||||||
Fair value of warrants issued with August 2010 short term notes
|
$ | - | $ | 130,900 | $ | 130,900 | ||||||
Note Discount upon issuance of August 2010 short-term notes
|
$ | - | $ | 320,000 | $ | 320,000 | ||||||
Fair value of warrants issued with February 2012 12% convertible notes
|
$ | 542,000 | $ | - | $ | 542,000 | ||||||
Note Discount upon issuance of February 2012 12% convertible notes
|
$ | 495,200 | $ | - | $ | 495,200 |
Preferred
|
Series A
|
Series B
|
Series B-1
|
Series C
|
Total
|
|||||||||||||||||||
Stock
|
Preferred
|
Preferred
|
Preferred
|
Preferred
|
Preferred
|
|||||||||||||||||||
(Shares)
|
Stock
|
Stock
|
Stock
|
Stock
|
Stock
|
|||||||||||||||||||
Balances at May 26, 1998 (inception)
|
- | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||
Issuance of Series A preferred stock
|
||||||||||||||||||||||||
at $2.302 per share for cash, net of
|
||||||||||||||||||||||||
issuance costs of $24,000
|
429,350 | 964,200 | - | - | - | 964,200 | ||||||||||||||||||
Balances at March 31, 2000
|
429,350 | 964,200 | - | - | - | 964,200 | ||||||||||||||||||
Issuance of Series A preferred stock
|
||||||||||||||||||||||||
at $2.302 per share for cash, net of
|
||||||||||||||||||||||||
issuance costs of $5,500
|
2,580 | 500 | - | - | - | 500 | ||||||||||||||||||
Issuance of Series B preferred stock
at $5.545 per share for cash,
including conversion of $575,000 face
value of 7% convertible notes plus
accrued interest of $3,800, net of
unamortized discount of $70,800 and
issuance costs of $39,800
|
316,282 | - | 1,643,300 | - | - | 1,643,300 | ||||||||||||||||||
Balances at March 31, 2001
|
748,212 | 964,700 | 1,643,300 | - | - | 2,608,000 | ||||||||||||||||||
Issuance of Series B preferred stock
|
||||||||||||||||||||||||
at $5.545 per share for cash, net of
|
||||||||||||||||||||||||
issuance costs of $97,200
|
199,286 | - | 1,007,800 | - | - | 1,007,800 | ||||||||||||||||||
Balances at March 31, 2002 and 2003
|
947,498 | 964,700 | 2,651,100 | - | - | 3,615,800 | ||||||||||||||||||
Issuance of Series B-1 preferred
stock
at $5.545 for
acquired in-process
research
and development
|
||||||||||||||||||||||||
1,356,750 | - | - | 7,523,200 | - | 7,523,200 | |||||||||||||||||||
Balances at March 31, 2004
|
2,304,248 | 964,700 | 2,651,100 | 7,523,200 | - | 11,139,000 | ||||||||||||||||||
Issuance of Series C preferred stock
at $6.00 per share for cash, including
conversion of $1,655,000 face value of
10% convertible notes plus accrued
interest of $408,600, net of unamortized
note discount of $13,200 and issuance
costs of $27,200
|
390,327 | - | - | - | 2,301,500 | 2,301,500 | ||||||||||||||||||
Proceeds allocated to warrants issued in
connection with Series C preferred
stock
|
- | - | - | - | (25,500 | ) | (25,500 | ) | ||||||||||||||||
Balances at March 31, 2005
|
2,694,575 | 964,700 | 2,651,100 | 7,523,200 | 2,276,000 | 13,415,000 | ||||||||||||||||||
Issuance of Series C preferred stock
|
||||||||||||||||||||||||
at $6.00 per share for cash, net of
|
||||||||||||||||||||||||
issuance costs of $20,700
|
143,331 | - | - | - | 839,300 | 839,300 | ||||||||||||||||||
Issuance of Series C preferred stock
|
||||||||||||||||||||||||
at $6.00 per share for services and in
payment of interest on line of c
redit
|
46,749 | - | - | - | 280,500 | 280,500 | ||||||||||||||||||
Balances at March 31, 2006 through
|
||||||||||||||||||||||||
March 31, 2011
|
2,884,655 | 964,700 | 2,651,100 | 7,523,200 | 3,395,800 | 14,534,800 | ||||||||||||||||||
Conversion of all series of preferred stock
|
||||||||||||||||||||||||
into VistaGen common stock in
|
||||||||||||||||||||||||
connection with the Merger
|
(2,884,655 | ) | (964,700 | ) | (2,651,100 | ) | (7,523,200 | ) | (3,395,800 | ) | (14,534,800 | ) | ||||||||||||
Balances at March 31, 2012
|
- | $ | - | $ | - | $ | - | $ | - | $ | - |
Notes
Receivable
|
Deficit
Accumulated
|
|||||||||||||||||||||||||||||||||||
Series A
Preferred Stock
|
Common Stock
|
Additional
Paid-in
|
Treasury
|
from Sale of
|
During the
Development
|
Total
Stockholders’
|
||||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Stock
|
Stock
|
Stage
|
Deficit
|
||||||||||||||||||||||||||||
Balances at May 26, 1998
|
||||||||||||||||||||||||||||||||||||
(inception)
|
- | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||||||||||||
Initial sale of common stock for cash to Founder
|
- | - | 1,000,000 | 1,000 | 4,000 | - | - | - | 5,000 | |||||||||||||||||||||||||||
Fair value of common stock issued for services
|
- | - | 4,000 | - | 400 | - | - | - | 400 | |||||||||||||||||||||||||||
Effect of the Merger
|
1,569,000 | 1,600 | (1,600 | ) | - | - | - | - | ||||||||||||||||||||||||||||
Net loss for fiscal year 1999
|
- | - | - | - | - | - | - | (230,900 | ) | (230,900 | ) | |||||||||||||||||||||||||
Balances at March 31, 1999
|
- | - | 2,573,000 | 2,600 | 2,800 | - | - | (230,900 | ) | (225,500 | ) | |||||||||||||||||||||||||
Sale of common stock for cash
|
- | - | 200,000 | 200 | 19,800 | - | - | - | 20,000 | |||||||||||||||||||||||||||
Fair value of common stock issued for services
|
- | - | 104,375 | 100 | 21,800 | - | - | - | 21,900 | |||||||||||||||||||||||||||
Fair value of warrants issued for services
|
- | - | - | - | 39,500 | - | - | - | 39,500 | |||||||||||||||||||||||||||
Net loss for fiscal year 2000
|
- | - | - | - | - | - | - | (700,000 | ) | (700,000 | ) | |||||||||||||||||||||||||
Balances at March 31, 2000
|
- | - | 2,877,375 | 2,900 | 83,900 | - | - | (930,900 | ) | (844,100 | ) | |||||||||||||||||||||||||
Common stock issued upon exercise of options
|
||||||||||||||||||||||||||||||||||||
from 1999 Stock Incentive Plan
|
- | - | 14,000 | - | 4,600 | - | - | - | 4,600 | |||||||||||||||||||||||||||
Fair value of common stock issued for services
|
- | - | 100,000 | 100 | 32,900 | - | - | - | 33,000 | |||||||||||||||||||||||||||
Fair value of warrants issued for services
|
- | - | - | - | 13,100 | - | - | - | 13,100 | |||||||||||||||||||||||||||
Proceeds allocated to warrants issued in connection
|
||||||||||||||||||||||||||||||||||||
with 7% convertible notes
|
- | - | - | - | 91,200 | - | - | - | 91,200 | |||||||||||||||||||||||||||
Net loss for fiscal year 2001
|
- | - | - | - | - | - | - | (1,809,000 | ) | (1,809,000 | ) | |||||||||||||||||||||||||
Balances at March 31, 2001
|
- | - | 2,991,375 | 3,000 | 225,700 | - | - | (2,739,900 | ) | (2,511,200 | ) | |||||||||||||||||||||||||
Common stock issued upon exercise of options
|
||||||||||||||||||||||||||||||||||||
from 1999 Stock Incentive Plan
|
- | - | 1,511 | - | 500 | - | - | - | 500 | |||||||||||||||||||||||||||
Fair value of warrants issued for services
|
- | - | - | - | 33,100 | - | - | - | 33,100 | |||||||||||||||||||||||||||
Proceeds allocated to warrants issued in connection
|
||||||||||||||||||||||||||||||||||||
with 10% convertible notes
|
- | - | - | - | 7,300 | - | - | - | 7,300 | |||||||||||||||||||||||||||
Net loss for fiscal year 2002
|
- | - | - | - | - | - | - | (2,113,000 | ) | (2,113,000 | ) | |||||||||||||||||||||||||
Balances at March 31, 2002
|
- | - | 2,992,886 | 3,000 | 266,600 | - | - | (4,852,900 | ) | (4,583,300 | ) | |||||||||||||||||||||||||
Common stock issued upon exercise of options
|
||||||||||||||||||||||||||||||||||||
from 1999 Stock Incentive Plan
|
- | - | 15,000 | - | 5,000 | - | - | - | 5,000 | |||||||||||||||||||||||||||
Fair value of warrants issued for services
|
- | - | - | - | 46,500 | - | - | - | 46,500 | |||||||||||||||||||||||||||
Proceeds allocated to warrants issued in connection
|
||||||||||||||||||||||||||||||||||||
with 10% convertible notes
|
- | - | - | - | 86,800 | - | - | - | 86,800 | |||||||||||||||||||||||||||
Net loss for fiscal year 2003
|
- | - | - | - | - | - | - | (502,600 | ) | (502,600 | ) | |||||||||||||||||||||||||
Balances at March 31, 2003
|
- | - | 3,007,886 | 3,000 | 404,900 | - | - | (5,355,500 | ) | (4,947,600 | ) | |||||||||||||||||||||||||
Common stock issued upon exercise of options
|
||||||||||||||||||||||||||||||||||||
stock options from 1999 Stock Incentive Plan
|
- | - | 2,925 | - | 600 | - | - | - | 600 | |||||||||||||||||||||||||||
Fair value of warrants issued for services
|
- | - | - | - | 2,200 | - | - | - | 2,200 | |||||||||||||||||||||||||||
Proceeds allocated to warrants issued in connection
|
||||||||||||||||||||||||||||||||||||
with 10% convertible notes
|
- | - | - | - | 11,400 | - | - | - | 11,400 | |||||||||||||||||||||||||||
Net loss for fiscal year 2004
|
- | - | - | - | - | - | - | (8,755,500 | ) | (8,755,500 | ) | |||||||||||||||||||||||||
Balances at March 31, 2004
|
- | - | 3,010,811 | 3,000 | 419,100 | - | - | (14,111,000 | ) | (13,688,900 | ) | |||||||||||||||||||||||||
Common stock issued upon exercise of options
|
||||||||||||||||||||||||||||||||||||
from 1999 Stock Incentive Plan
|
- | - | 10,708 | - | 4,800 | - | - | - | 4,800 | |||||||||||||||||||||||||||
Proceeds allocated to warrants issued in connection
|
||||||||||||||||||||||||||||||||||||
with Series C preferred stock
|
- | - | - | - | 25,500 | - | - | - | 25,500 | |||||||||||||||||||||||||||
Fair value of warrants issued for services
|
- | - | - | - | 1,500 | - | - | - | 1,500 | |||||||||||||||||||||||||||
Net loss for fiscal year 2005
|
- | - | - | - | - | - | - | (1,082,800 | ) | (1,082,800 | ) | |||||||||||||||||||||||||
Balances at March 31, 2005
|
- | - | 3,021,519 | 3,000 | 450,900 | - | - | (15,193,800 | ) | (14,739,900 | ) | |||||||||||||||||||||||||
Common stock issued upon exercise of options
|
||||||||||||||||||||||||||||||||||||
from 1999 Stock Incentive Plan
|
- | - | 14,604 | - | 6,600 | - | - | - | 6,600 | |||||||||||||||||||||||||||
Fair value of warrants issued for services
|
- | - | - | - | 3,300 | - | - | - | 3,300 | |||||||||||||||||||||||||||
Net loss for fiscal year 2006
|
- | - | - | - | - | - | - | (1,772,100 | ) | (1,772,100 | ) | |||||||||||||||||||||||||
Balances at March 31, 2006
|
||||||||||||||||||||||||||||||||||||
(continued)
|
- | $ | - | 3,036,123 | $ | 3,000 | $ | 460,800 | $ | - | $ | - | $ | (16,965,900 | ) | $ | (16,502,100 | ) |
|
Notes
Receivable
|
Deficit
Accumulated
|
|
|||||||||||||||||||||||||||||||||
Series A
Preferred Stock
|
Common Stock
|
Additional
Paid-in
|
Treasury
|
from Sale of
|
During the
Development
|
Total
Stockholders’
|
||||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Stock
|
Stock
|
Stage
|
Deficit
|
||||||||||||||||||||||||||||
Balances at March 31, 2006
|
||||||||||||||||||||||||||||||||||||
(continued)
|
- | $ | - | 3,036,123 | $ | 3,000 | $ | 460,800 | $ | - | $ | - | $ | (16,965,900 | ) | $ | (16,502,100 | ) | ||||||||||||||||||
Common stock issued upon exercise of options from
|
||||||||||||||||||||||||||||||||||||
1999 Stock
Incentive
Plan and
warrants for:
|
||||||||||||||||||||||||||||||||||||
Cash
|
- | - | 33,465 | 100 | 27,600 | - | - | - | 27,700 | |||||||||||||||||||||||||||
Debt cancellation
|
- | - | 108,418 | 100 | 112,700 | - | - | - | 112,800 | |||||||||||||||||||||||||||
Notes receivable
|
- | - | 204,498 | 200 | 149,600 | - | (149,800 | ) | - | - | ||||||||||||||||||||||||||
Sale of common stock for cash
|
- | - | 10,000 | - | 1,000 | - | - | - | 1,000 | |||||||||||||||||||||||||||
Share-based compensation expense
|
- | - | - | - | 109,800 | - | - | - | 109,800 | |||||||||||||||||||||||||||
Fair value of warrants issued for services
|
- | - | - | - | 3,100 | - | - | - | 3,100 | |||||||||||||||||||||||||||
Forgiveness of accrued compensation and
|
||||||||||||||||||||||||||||||||||||
accrued interest payable to officers
|
- | - | - | - | 799,900 | - | - | - | 799,900 | |||||||||||||||||||||||||||
Net loss for fiscal year 2007
|
- | - | - | - | - | - | - | (1,999,800 | ) | (1,999,800 | ) | |||||||||||||||||||||||||
Balances at March 31, 2007
|
- | - | 3,392,504 | 3,400 | 1,664,500 | - | (149,800 | ) | (18,965,700 | ) | (17,447,600 | ) | ||||||||||||||||||||||||
Common stock issued upon exercise of options
|
||||||||||||||||||||||||||||||||||||
from 1999 Stock Incentive Plan
|
- | - | 2,234 | - | 1,900 | - | - | - | 1,900 | |||||||||||||||||||||||||||
Common stock issued upon settlement of
|
||||||||||||||||||||||||||||||||||||
employment contract
|
- | - | 20,000 | - | 42,000 | - | - | - | 42,000 | |||||||||||||||||||||||||||
Share-based compensation expense
|
- | - | - | - | 247,600 | - | - | - | 247,600 | |||||||||||||||||||||||||||
Proceeds allocated to warrants issued in
|
- | |||||||||||||||||||||||||||||||||||
connection with Platinum Notes
|
- | - | - | - | 221,000 | - | - | - | 221,000 | |||||||||||||||||||||||||||
Fair value of warrants issued for services
|
- | - | - | - | 224,000 | - | - | - | 224,000 | |||||||||||||||||||||||||||
Accrued interest on notes receivable
|
- | - | - | - | - | - | (9,200 | ) | - | (9,200 | ) | |||||||||||||||||||||||||
Net loss for fiscal year 2008
|
- | - | - | - | - | - | - | (5,446,700 | ) | (5,446,700 | ) | |||||||||||||||||||||||||
Balances at March 31, 2008
|
- | - | 3,414,738 | 3,400 | 2,401,000 | - | (159,000 | ) | (24,412,400 | ) | (22,167,000 | ) | ||||||||||||||||||||||||
Common stock issued upon exercise of options from
|
||||||||||||||||||||||||||||||||||||
2008 Stock Incentive
Plan and Scientific
|
||||||||||||||||||||||||||||||||||||
Advisory Plan
|
- | - | 3,500 | - | 1,000 | - | - | - | 1,000 | |||||||||||||||||||||||||||
Share-based compensation expense
|
- | - | - | - | 108,200 | - | - | - | 108,200 | |||||||||||||||||||||||||||
Proceeds allocated to warrants issued in connection
|
||||||||||||||||||||||||||||||||||||
with Platinum Notes and incremental fair value
|
||||||||||||||||||||||||||||||||||||
of warrant modification
|
- | - | - | - | 72,700 | - | - | - | 72,700 | |||||||||||||||||||||||||||
Fair value of warrants issued for services
|
- | - | - | - | 5,300 | - | - | - | 5,300 | |||||||||||||||||||||||||||
Accrued interest on notes receivable
|
- | - | - | - | - | - | (7,900 | ) | - | (7,900 | ) | |||||||||||||||||||||||||
Effect of reverse stock split
|
- | - | (6 | ) | - | - | - | - | - | - | ||||||||||||||||||||||||||
Net loss for fiscal year 2009
|
- | - | - | - | - | - | - | (4,696,200 | ) | (4,696,200 | ) | |||||||||||||||||||||||||
Balances at March 31, 2009
|
- | - | 3,418,232 | 3,400 | 2,588,200 | - | (166,900 | ) | (29,108,600 | ) | (26,683,900 | ) | ||||||||||||||||||||||||
Cumulative effect of adopting new accounting
|
||||||||||||||||||||||||||||||||||||
standard
|
- | - | - | - | (293,700 | ) | - | - | 142,300 | (151,400 | ) | |||||||||||||||||||||||||
Common stock issued upon exercise of warrant
|
- | - | 1,086 | - | 100 | - | - | - | 100 | |||||||||||||||||||||||||||
Common stock issued for cancellation of
|
||||||||||||||||||||||||||||||||||||
accounts payable and accrued interest
|
- | - | 1,646,792 | 1,600 | 2,468,600 | - | - | - | 2,470,200 | |||||||||||||||||||||||||||
Incremental fair value of note conversion options
|
||||||||||||||||||||||||||||||||||||
from debt modification
|
- | - | - | - | 828,500 | - | - | - | 828,500 | |||||||||||||||||||||||||||
Common stock issued for services
|
- | - | 175,000 | 200 | 262,300 | - | - | - | 262,500 | |||||||||||||||||||||||||||
Share-based compensation expense
|
- | - | - | - | 668,500 | - | - | - | 668,500 | |||||||||||||||||||||||||||
Fair value of warrants issued for services and
|
||||||||||||||||||||||||||||||||||||
incremental fair value of warrant modification
|
- | - | - | - | 110,100 | - | - | - | 110,100 | |||||||||||||||||||||||||||
Fair value of warrants issued in connection with
|
||||||||||||||||||||||||||||||||||||
7.5% Notes
|
- | - | - | - | 291,200 | - | - | - | 291,200 | |||||||||||||||||||||||||||
Accrued interest on notes receivable
|
- | - | - | - | - | - | (8,400 | ) | - | (8,400 | ) | |||||||||||||||||||||||||
Net loss for fiscal year 2010
|
- | - | - | - | - | - | - | (4,124,500 | ) | (4,124,500 | ) | |||||||||||||||||||||||||
Balances at March 31, 2010
|
- | $ | - | 5,241,110 | $ | 5,200 | $ | 6,923,800 | $ | - | $ | (175,300 | ) | $ | (33,090,800 | ) | $ | (26,337,100 | ) | |||||||||||||||||
(continued)
|
Notes
Receivable
|
Deficit
Accumulated
|
|
||||||||||||||||||||||||||||||||||||||
Series A
Preferred Stock
|
Common Stock
|
Additional
Paid-in
|
Treasury
|
from Sale of
|
During the
Development
|
Total
Stockholders’
|
||||||||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Stock
|
Stock
|
Stage
|
Deficit
|
||||||||||||||||||||||||||||||||
Balances at March 31, 2010
|
||||||||||||||||||||||||||||||||||||||||
(continued)
|
- | $ | - | 5,241,110 | $ | 5,200 | $ | 6,923,800 | $ | - | $ | (175,300 | ) | $ | (33,090,800 | ) | $ | (26,337,100 | ) | |||||||||||||||||||||
Share-based compensation expense
|
- | - | - | - | 1,628,800 | - | - | - | 1,628,800 | |||||||||||||||||||||||||||||||
Accrued interest on notes receivable
|
- | - | - | - | - | - | (8,800 | ) | - | (8,800 | ) | |||||||||||||||||||||||||||||
Fair value of warrants issued in connection with the August 2010
|
||||||||||||||||||||||||||||||||||||||||
Short-Term Notes
|
- | - | - | - | 252,000 | - | - | - | 252,000 | |||||||||||||||||||||||||||||||
Incremental fair value of note conversion options from debt
|
||||||||||||||||||||||||||||||||||||||||
modification
|
- | - | - | - | 1,062,800 | - | - | - | 1,062,800 | |||||||||||||||||||||||||||||||
Net loss for fiscal year 2011
|
- | - | - | - | - | - | - | (9,482,200 | ) | (9,482,200 | ) | |||||||||||||||||||||||||||||
Balances at March 31, 2011
|
- | - | 5,241,110 | 5,200 | 9,867,400 | - | (184,100 | ) | (42,573,000 | ) | (32,884,500 | ) | ||||||||||||||||||||||||||||
Share-based compensation expense
|
- | - | - | - | 1,591,300 | - | - | - | 1,591,300 | |||||||||||||||||||||||||||||||
Accrued interest on notes receivable
|
- | - | - | - | - | (1,000 | ) | - | (1,000 | ) | ||||||||||||||||||||||||||||||
Reclassification of warrant liability to equity
|
- | - | - | - | 424,100 | - | - | - | 424,100 | |||||||||||||||||||||||||||||||
Incremental value of Platinum note modification
|
- | - | - | - | 1,070,600 | - | - | - | 1,070,600 | |||||||||||||||||||||||||||||||
Incremental value of Morrison Foerster
|
||||||||||||||||||||||||||||||||||||||||
warrant modification
|
- | - | - | - | 58,700 | - | - | - | 58,700 | |||||||||||||||||||||||||||||||
Stock issued in May 2011 Private Placement, net of $202,000
|
||||||||||||||||||||||||||||||||||||||||
placement fees
|
- | - | 2,216,106 | 2,200 | 3,674,000 | - | (500,000 | ) | - | 3,176,200 | ||||||||||||||||||||||||||||||
Payments on note receivable for sale of stock
|
- | - | 250,000 | 250,000 | ||||||||||||||||||||||||||||||||||||
Stock issued upon conversion of convertible
|
||||||||||||||||||||||||||||||||||||||||
promissory notes
|
- | - | 3,528,290 | 3,500 | 6,171,300 | - | - | - | 6,174,800 | |||||||||||||||||||||||||||||||
Stock issued upon conversion of all series
|
||||||||||||||||||||||||||||||||||||||||
of preferred stock
|
- | - | 2,884,655 | 2,900 | 14,531,900 | - | - | - | 14,534,800 | |||||||||||||||||||||||||||||||
Fair value of stock issued for services prior
|
||||||||||||||||||||||||||||||||||||||||
to the Merger
|
- | - | - | 1,371,743 | 1,400 | 2,224,100 | - | - | - | 2,225,500 | ||||||||||||||||||||||||||||||
Forgiveness of notes at the Merger
|
- | - | - | - | - | - | 185,100 | - | 185,100 | |||||||||||||||||||||||||||||||
Stock issued upon exercise of modified warrants (includes
|
||||||||||||||||||||||||||||||||||||||||
Platinum exercises)
|
- | - | 3,121,259 | 3,100 | 3,426,200 | - | - | - | 3,429,300 | |||||||||||||||||||||||||||||||
Incremental value of warrant modifications
|
||||||||||||||||||||||||||||||||||||||||
(including modification of Platinum warrants)
|
- | - | - | - | 1,028,900 | - | - | - | 1,028,900 | |||||||||||||||||||||||||||||||
Fair value of bonus warrants under Discounted
|
||||||||||||||||||||||||||||||||||||||||
Warrant Exercise Program
|
- | - | - | - | 138,100 | - | - | - | 138,100 | |||||||||||||||||||||||||||||||
Stock issued in Fall 2011 Follow-on Offering
|
- | - | 63,570 | 100 | 111,200 | - | - | - | 111,300 | |||||||||||||||||||||||||||||||
Stock issued upon exercise of options from the 1999 Stock
|
||||||||||||||||||||||||||||||||||||||||
Incentive Plan
|
- | - | 113,979 | 100 | 102,100 | - | - | - | 102,200 | |||||||||||||||||||||||||||||||
Fair value of stock issued for services
|
||||||||||||||||||||||||||||||||||||||||
following the Merger
|
- | - | 155,555 | 200 | 451,800 | - | - | - | 452,000 | |||||||||||||||||||||||||||||||
Fair value of warrants issued for services
|
- | - | - | - | 564,500 | - | - | - | 564,500 | |||||||||||||||||||||||||||||||
Proceeds allocated to warrants issued and
|
||||||||||||||||||||||||||||||||||||||||
beneficial conversion feature
in connection with
|
||||||||||||||||||||||||||||||||||||||||
12% convertible notes
|
- | - | - | - | 461,700 | - | - | - | 461,700 | |||||||||||||||||||||||||||||||
Stock issued in connection with note term extension
|
- | - | 8,000 | - | 22,400 | - | - | - | 22,400 | |||||||||||||||||||||||||||||||
Stock issued upon conversion of Platinum Note to equity (net of
|
- | - | ||||||||||||||||||||||||||||||||||||||
Platinum warrant
|
||||||||||||||||||||||||||||||||||||||||
exercise reflected above)
|
231,090 | 200 | - | - | 3,387,700 | - | - | - | 3,387,900 | |||||||||||||||||||||||||||||||
Common stock exchanged
for Series A Preferred
|
||||||||||||||||||||||||||||||||||||||||
under agreements with Platinum:
|
||||||||||||||||||||||||||||||||||||||||
Common Stock Exchange Agreement
|
45,980 | - | - | - | 750,600 | (750,600 | ) | - | - | - | ||||||||||||||||||||||||||||||
Note and Warrant Exchange Agreement
|
159,985 | 200 | - | 2,480,900 | (2,481,100 | ) | - | |||||||||||||||||||||||||||||||||
Net loss for fiscal year 2012
|
- | - | - | - | - | - | - | - | (12,209,500 | ) | (12,209,500 | ) | ||||||||||||||||||||||||||||
Balances at March 31, 2012
|
437,055 | $ | 400 | 18,704,267 | $ | 18,700 | $ | 52,539,500 | $ | (3,231,700 | ) | $ | (250,000 | ) | $ | (54,782,500 | ) | $ | (5,705,600 | ) |
·
|
Shawn K. Singh, J.D., Jon S. Saxe, J.D., H. Ralph Snodgrass, Ph.D., Gregory A. Bonfiglio, J.D., and Brian J. Underdown, Ph.D., each a prior director of VistaGen, were appointed as directors of Excaliber;
|
·
|
Stephanie Y. Jones and Matthew L. Jones resigned as officers and directors of Excaliber;
|
·
|
The following persons were appointed as officers of Excaliber;
|
o
|
Shawn K. Singh, J.D., Chief Executive Officer,
|
o
|
H. Ralph Snodgrass, Ph.D., President, Chief Scientific Officer, and
|
o
|
A. Franklin Rice, MBA, Chief Financial Officer and Secretary;
|
·
|
Excaliber’s directors approved a two-for-one (2:1) forward stock split of Excaliber’s common stock;
|
·
|
Excaliber’s directors approved an increase in the number of shares of common stock Excaliber is authorized to issue from 200 million to 400 million shares, (see Note 9,
Capital Stock
);
|
·
|
Excaliber changed its name to “VistaGen Therapeutics, Inc.”; and
|
·
|
Excaliber adopted VistaGen's fiscal year-end of March 31, with VistaGen as the accounting acquirer.
|
·
|
VistaGen sold 2,216,106 Units, consisting of one share of VistaGen's common stock and a three-year warrant to purchase one-fourth (1/4) of one share of VistaGen’s common stock at an exercise price of $2.50 per share, at a price of $1.75 per Unit in a private placement for aggregate gross offering proceeds of $3,878,197, including $2,369,194 in cash (“2011 Private Placement”). See Note 9,
Capital Stock
, for a further description;
|
·
|
Holders of certain promissory notes issued by VistaGen from 2006 through 2010 converted their notes totaling $6,174,793, including principal and accrued but unpaid interest, into 3,528,290 Units at $1.75 per Unit. These Units were the same Units issued in connection with the 2011 Private Placement. See Note 8,
Convertible Promissory Notes and Other Notes Payable
; and
|
·
|
All holders of VistaGen's then-outstanding 2,884,655 shares of preferred stock converted all of their preferred shares into 2,884,655 shares of VistaGen common stock. See Note 9,
Capital Stock
.
|
|
•
|
Collaborative arrangements typically consist of non-refundable and/or exclusive technology access fees, cost reimbursements for specific research and development spending, and various milestone and future product royalty payments. If the delivered technology does not have stand-alone value, the amount of revenue allocable to the delivered technology is deferred. Non-refundable upfront fees with stand-alone value that are not dependent on future performance under these agreements are recognized as revenue when received, and are deferred if the Company has continuing performance obligations and has no objective and reliable evidence of the fair value of those obligations. The Company recognizes non-refundable upfront technology access fees under agreements in which it has a continuing performance obligation ratably, on a straight-line basis, over the period in which the Company is obligated to provide services. Cost reimbursements for research and development spending are recognized when the related costs are incurred and when collectability is reasonably assured. Payments received related to substantive, performance-based “at-risk” milestones are recognized as revenue upon achievement of the milestone event specified in the underlying contracts, which represent the culmination of the earnings process. Amounts received in advance are recorded as deferred revenue until the technology is transferred, costs are incurred, or a milestone is reached.
|
|
•
|
Technology license agreements typically consist of non-refundable upfront license fees, annual minimum access fees and/or royalty payments. Non-refundable upfront license fees and annual minimum payments received with separable stand-alone values are recognized when the technology is transferred or accessed, provided that the technology transferred or accessed is not dependent on the outcome of the continuing research and development efforts. Otherwise, revenue is recognized over the period of the Company’s continuing involvement.
|
|
•
|
Government grants, which support the Company’s research efforts on specific projects, generally provide for reimbursement of approved costs as defined in the terms of grant awards. Grant revenue is recognized when associated project costs are incurred.
|
Fiscal Years Ended March 31,
|
||||||||
2012
|
2011
|
|||||||
All series of preferred stock issued and outstanding
|
4,370,550 | 2,884,655 | ||||||
Outstanding options under the 2008 and 1999 Stock Incentive Plans and 1998 Scientific Advisory Board Plan
|
4,805,771 | 3,949,153 | ||||||
Outstanding warrants to purchase common stock
|
4,126,589 | 2,265,598 | ||||||
Total
|
13,302,910 | 9,099,406 |
•
|
Level 1
— Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.
|
•
|
Level 2
— Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
|
•
|
Level 3
— Unobservable inputs (
i.e.,
inputs that reflect the reporting entity’s own assumptions about the assumptions that market participants would use in estimating the fair value of an asset or liability) are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.
|
Fair Value Measurements at Reporting
Date Using
|
||||||||||||||||
Quoted Prices
|
||||||||||||||||
in Active
|
Significant
|
|||||||||||||||
Markets for
|
Other
|
Significant
|
||||||||||||||
Total
|
Identical
|
Observable
|
Unobservable
|
|||||||||||||
Carrying
|
Assets
|
Inputs
|
Inputs
|
|||||||||||||
Value
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
|||||||||||||
March 31, 2012:
|
||||||||||||||||
Put option and note term extension
option liabilities
|
$ | - | $ | - | $ | - | $ | - | ||||||||
Warrant liability
|
$ | - | $ | - | $ | - | $ | - | ||||||||
March 31, 2011:
|
||||||||||||||||
Put option and note term extension
option liabilities
|
$ | 90,800 | $ | - | $ | - | $ | 90,800 | ||||||||
Warrant liability
|
$ | 417,100 | $ | - | $ | - | $ | 417,100 |
Fair Value Measurements Using Significant
|
||||||||||||
Unobservable Inputs (Level 3)
|
||||||||||||
Put Option and
|
||||||||||||
Note Term
|
||||||||||||
Extension Option
|
Warrant
|
|||||||||||
Liabilities
|
Liability
|
Total
|
||||||||||
Balance at March 31, 2010
|
$ | 150,200 | $ | 403,600 | $ | 553,800 | ||||||
Mark to market (gain) loss included in net loss
|
(217,400 | ) | 13,500 | (203,900 | ) | |||||||
Recognition of liability and note discount upon modification of Platinum Notes
|
158,000 | - | 158,000 | |||||||||
Balance at March 31, 2011
|
90,800 | 417,100 | 507,900 | |||||||||
Mark to market loss included in net loss
|
71,000 | 7,000 | 78,000 | |||||||||
Reclassification of liability to note discount on Platinum Notes upon Merger
|
(161,800 | ) | - | (161,800 | ) | |||||||
Reclassification of remaining warrant liability to equity
|
- | (424,100 | ) | (424,100 | ) | |||||||
Balance at March 31, 2012
|
$ | - | $ | - | $ | - |
March 31,
|
||||||||
2012
|
2011
|
|||||||
Laboratory equipment
|
$ | 515,800 | $ | 494,900 | ||||
Computers and network equipment
|
12,900 | 60,700 | ||||||
Office furniture and equipment
|
75,600 | 75,100 | ||||||
604,300 | 630,700 | |||||||
Accumulated depreciation and amortization
|
(529,800 | ) | (543,000 | ) | ||||
Property and equipment, net
|
$ | 74,500 | $ | 87,700 |
March 31,
|
||||||||
2012
|
2011
|
|||||||
Accrued professional services
|
$ | 107,400 | $ | 88,200 | ||||
Accrued research and development expenses
|
||||||||
(including $1,050,000 payable to UHN by
|
||||||||
issuance of 700,000 shares of stock in 2011)
|
237,500 | 1,089,000 | ||||||
Accrued vacation pay and other compensation
|
229,900 | 234,900 | ||||||
Accrued placement agent fees
|
50,000 | - | ||||||
All other
|
32,500 | 9,800 | ||||||
$ | 657,300 | $ | 1,421,900 |
|
|
(b) nine payments of $50,000 on or before the first day of each month commencing December 1, 2011 and ending August 1, 2012; and
|
|
(c) one final payment equal to the remaining balance of principal and interest due on or before September 1, 2012.
|
·
|
issued 965,734 shares of its common stock and received cash proceeds of $1,106,100;
|
·
|
issued 29,426 shares of its common stock to warrant holders who elected to exercise their warrants in lieu of payment by the Company in satisfaction of outstanding indebtedness to such holders totaling an aggregate of $30,100; and
|
·
|
issued 33,700 shares of its common stock to warrant holders who elected to exercise their warrants in lieu of payment by the Company in satisfaction of payment for services in the aggregate amount of $41,400 to be performed in the future by such holders.
|
Assumption:
|
Pre-modification
|
Post-modification
|
||||||
Market price per share
|
$ | 2.60 | $ | 2.60 | ||||
Exercise price per share
|
$ | 1.50 - $2.625 | $ | 0.75 - $1.31 | ||||
Risk-free interest rate
|
0.18% - 0.45 | % | 0.02 | % | ||||
Expected term (years)
|
0.90 - 3.25 | 0.25 | ||||||
Volatility
|
65.7% - 82.8 | % | 41.1 | % | ||||
Dividend rate
|
0.0 | % | 0.0 | % | ||||
Weighted Average Fair Value per share
|
$ | 1.30 | $ | 1.50 |
Assumption:
|
Pre-modification
|
Post-modification
|
||||||
Market price per share
|
$ | 2.99 | $ | 2.99 | ||||
Exercise price per share
|
$ | 2.25 - $3.00 | $ | 1.125 - $1.50 | ||||
Risk-free interest rate
|
0.02% - 0.29 | % | 0.29 | % | ||||
Expected term (years)
|
0.53 – 2.39 | 2.39 | ||||||
Volatility
|
69.4% – 81.0 | % | 81.0 | % | ||||
Dividend rate
|
0.0 | % | 0.0 | % | ||||
Weighted Average Fair Value per share
|
$ | 1.00 | $ | 2.03 |
Assumption:
|
Pre-modification
|
Post-modification
|
||||||
Market price per share
|
$ | 3.05 | $ | 3.05 | ||||
Exercise price per share
|
$ | 1.75 - $2.50 | $ | 0.88 - $1.25 | ||||
Risk-free interest rate
|
0.25% - 0.29 | % | 0.29 | % | ||||
Expected term (years)
|
2.00 – 2.36 | 2.36 | ||||||
Volatility
|
74.8 – 78.3 | % | 78.3 | % | ||||
Dividend rate
|
0.0 | % | 0.0 | % | ||||
Weighted Average Fair Value per share
|
$ | 1.69 | $ | 2.25 |
Shares Subject to Purchase
|
|||||||||||
Exercise
|
Expiration
|
March 31,
|
|||||||||
Price
|
Date
|
2012
|
2011
|
||||||||
$ | 0.88 |
5/17/2012 to 5/11/2014
|
314,328 | 298,900 | |||||||
$ | 1.00 |
11/4/2014
|
1,500 | - | |||||||
$ | 1.125 |
12/28/2012
|
97,679 | - | |||||||
$ | 1.25 |
5/11/2014 to 12/31/2014
|
120,280 | - | |||||||
$ | 1.50 |
12/31/2012
|
375,000 | 795,000 | |||||||
$ | 1.75 |
12/31/2013
|
643,184 | - | |||||||
$ | 2.00 |
8/3/2013 to 12/31/2014
|
609,000 | 403,000 | |||||||
$ | 2.10 |
3/21/2013
|
- | 2,916 | |||||||
$ | 2.25 |
6/28/2012
|
- | 122,400 | |||||||
$ | 2.50 |
5/11/2014
|
617,394 | - | |||||||
$ | 2.625 |
12/31/2013
|
588,200 | - | |||||||
$ | 2.75 |
2/28/2017
|
272,724 | - | |||||||
$ | 3.00 |
1/4/2015 to 2/13/2016
|
430,000 | 575,000 | |||||||
$ | 6.00 |
6/28/2012 to 12/31/2013
|
57,300 | 68,382 | |||||||
4,126,589 | 2,265,598 |
Excaliber Enterprises, Ltd.
|
VistaGen Therapeutics, Inc.
|
|||||||
Common stock outstanding at March 31, 2011
|
5,848,707 | 3,672,110 | ||||||
Shares repurchased from Excaliber shareholders
|
(5,064,207 | ) | - | |||||
Shares issued in 2011 Private Placement
|
- | 2,216,106 | ||||||
Shares issued upon conversion of convertible
|
||||||||
promissory notes
|
- | 3,528,290 | ||||||
Shares issued upon conversion of all series of VistaGen
|
||||||||
preferred stock
|
- | 2,884,655 | ||||||
Shares issued to UHN under the SRCA
|
800,000 | |||||||
Shares issued for services
|
- | 571,743 | ||||||
Common stock outstanding at Merger
|
784,500 | 13,672,904 | ||||||
One-half share of Excaliber common stock issued for each share
|
||||||||
of VistaGen common stock in the Merger
|
6,836,452 | (13,672,904 | ) | |||||
Common stock outstanding post-Merger
|
7,620,952 | - | ||||||
Two-for-one post-Merger forward stock split
|
7,620,952 | |||||||
Shares issued upon exercise of modified warrants, including
|
||||||||
1,599,858 shares subject to Note and Warrant Exchange
|
||||||||
Agreement with Platinum
|
3,121,259 | |||||||
Shares issued in Fall 2011 Follow-on Offering
|
63,570 | |||||||
Shares issued upon exercise of stock options
|
113,979 | |||||||
Shares issued for services following the Merger
|
155,555 | |||||||
Shares issued in connection with note term extension
|
8,000 | |||||||
Common stock issued at March 31, 2012
|
18,704,267 | |||||||
Less treasury stock:
|
||||||||
Shares exchanged for Series A Preferred under the terms of the:
|
||||||||
Common Stock Exchange Agreement with Platinum
|
(484,000 | ) | ||||||
Note and Warrant Exchange Agreement with Platinum
|
(1,599,858 | ) | ||||||
Treasury stock held at March 31, 2012
|
(2,083,858 | ) | ||||||
Common stock outstanding at March 31, 2012
|
16,620,409 |
Series A Preferred Stock:
|
||||
Shares currently outstanding
|
4,370,550 | |||
Shares authorized but not issued
|
629,450 | |||
5,000,000 | ||||
Stock incentive plans:
|
||||
Subject to outstanding options under the 2008 and 1999 Stock Incentive Plans
|
4,805,771 | |||
Available for future grants
|
433,700 | |||
5,239,471 | ||||
Outstanding warrants to purchase common stock
|
4,126,589 | |||
February 2012 12% convertible promissory notes and accrued interest
(1)
|
337,893 | |||
Total
|
14,703,953 | |||
|
||||
(1)
assumes mandatory conversion in connection with a qualified financing at $2.00 per share, plus 7% warrants to placement agent
|
Fiscal Years Ended March 31,
|
||||||||
2012
|
2011
|
|||||||
Computed expected tax benefit
|
(34.0) | % | (34.0) | % | ||||
Losses not benefitted
|
34.0 | % | 34.0 | % | ||||
Other
|
0.1 | % | 0.1 | % | ||||
Income tax expense
|
0.1 | % | 0.1 | % |
March 31,
|
||||||||
2012
|
2011
|
|||||||
Deferred tax assets:
|
||||||||
Net operating loss carryovers
|
$ | 16,191 | $ | 13,197 | ||||
Basis differences in fixed assets
|
13 | 19 | ||||||
Accruals and reserves
|
9 | 6 | ||||||
Total deferred tax assets
|
16,213 | 13,222 | ||||||
Valuation allowance
|
(16,213 | ) | (13,222 | ) | ||||
Net deferred tax assets
|
$ | - | $ | - |
Expected dividend yield
|
0 | % | ||
Exercise price (market price on grant date)
|
$1.58 to $2.99 | |||
Risk-free interest rate
|
1.19% to 3.39%
|
|||
Expected term (years)
|
6.25 to 10.0
|
|||
Volatility
|
78.9% to 91.3%
|
|||
Fair value per share at grant date
|
$1.08 to $2.48 |
Fiscal Years Ended March 31,
|
||||||||||||||||
2012
|
2011
|
|||||||||||||||
Weighted
|
Weighted
|
|||||||||||||||
Average
|
Average
|
|||||||||||||||
Number of
|
Exercise
|
Number of
|
Exercise
|
|||||||||||||
Shares
|
Price
|
Shares
|
Price
|
|||||||||||||
Options outstanding at beginning of period
|
3,949,153 | $ | 1.42 | 3,949,153 | $ | 1.42 | ||||||||||
Options granted
|
1,020,000 | $ | 1.88 | - | $ | - | ||||||||||
Options exercised
|
(113,939 | ) | $ | 0.88 | - | $ | - | |||||||||
Options forfeited
|
(30,000 | ) | $ | 1.75 | - | $ | - | |||||||||
Options expired
|
(19,443 | ) | $ | 0.80 | - | $ | - | |||||||||
Options outstanding at end of period
|
4,805,771 | $ | 1.53 | 3,949,153 | $ | 1.42 | ||||||||||
Options exercisable at end of period
|
3,740,135 | $ | 1.45 | 2,686,561 | $ | 1.38 | ||||||||||
Weighted average grant-date fair value of
|
||||||||||||||||
options granted during the period
|
$ | 1.36 | $ | - |
Options Outstanding
|
Options Exercisable
|
|||||||||||||||||||||
Weighted
|
||||||||||||||||||||||
Average
|
Weighted
|
Weighted
|
||||||||||||||||||||
Remaining
|
Average
|
Average
|
||||||||||||||||||||
Exercise
|
Number
|
Years until
|
Exercise
|
Number
|
Exercise
|
|||||||||||||||||
Price
|
Outstanding
|
Expiration
|
Price
|
Exercisable
|
Price
|
|||||||||||||||||
$ | 0.72 - $0.95 | 364,816 | 3.89 | $ | 0.80 | 364,816 | $ | 0.80 | ||||||||||||||
$ | 1.13 | 287,500 | 5.74 | $ | 1.13 | 241,242 | $ | 1.13 | ||||||||||||||
$ | 1.50 | 2,838,800 | 7.68 | $ | 1.50 | 2,791,924 | $ | 1.50 | ||||||||||||||
$ | 1.65 - $1.925 | 1,000,000 | 7.63 | $ | 1.76 | 158,749 | $ | 1.66 | ||||||||||||||
$ | 2.10 - $2.99 | 314,655 | 7.04 | $ | 2.33 | 183,404 | $ | 2.16 | ||||||||||||||
4,805,771 | 7.22 | $ | 1.530 | 3,740,135 | $ | 1.450 |
March 31,
|
||||||||
2012
|
2011
|
|||||||
Leased laboratory and computer equipment
|
$ | 139,700 | $ | 120,700 | ||||
Accumulated amortization
|
(119,200 | ) | (92,000 | ) | ||||
$ | 20,500 | $ | 28,700 |
Fiscal Years Ending March 31,
|
Equipment
Capital
Leases
|
|||
2013
|
$ | 12,100 | ||
2014
|
7,500 | |||
2015
|
3,100 | |||
2016
|
- | |||
2017
|
- | |||
Future minimum lease payments
|
22,700 | |||
Less imputed interest included in minimum lease payments
|
(2,500 | ) | ||
Present value of minimum lease payments
|
20,200 | |||
Less current portion
|
(10,500 | ) | ||
Non-current capital lease obligation
|
$ | 9,700 |
Fiscal Years Ending March 31,
|
Amount
|
|||
2013
|
$ | 750,300 | ||
2014
|
1,319,100 | |||
2015
|
688,900 | |||
2016
|
1,396,900 | |||
2017
|
7,100 | |||
Thereafter through October 2023
|
119,000 | |||
$ | 4,281,300 |
Three Months Ended
|
Total
|
|||||||||||||||||||
June 30, 2011
|
September 30, 2011
|
December 31, 2011
|
March 31, 2012
|
Fiscal Year 2012
|
||||||||||||||||
Revenues:
|
||||||||||||||||||||
Grant revenue
|
$ | 555 | $ | 316 | $ | 2 | $ | 469 | $ | 1,342 | ||||||||||
Total revenues
|
555 | 316 | 2 | 469 | 1,342 | |||||||||||||||
Operating expenses:
|
||||||||||||||||||||
Research and development
|
1,028 | 1,227 | 1,306 | 1,828 | 5,389 | |||||||||||||||
General and administrative
|
1,127 | 894 | 1,548 | 1,428 | 4,997 | |||||||||||||||
Total operating expenses
|
2,155 | 2,121 | 2,854 | 3,256 | 10,386 | |||||||||||||||
Loss from operations
|
(1,600 | ) | (1,805 | ) | (2,852 | ) | (2,787 | ) | (9,044 | ) | ||||||||||
Other expenses, net:
|
||||||||||||||||||||
Interest expense, net
|
(731 | ) | (451 | ) | (455 | ) | (256 | ) | (1,893 | ) | ||||||||||
Change in put and note extension option and
|
||||||||||||||||||||
warrant liabilities
|
(78 | ) | - | - | - | (78 | ) | |||||||||||||
Loss on early extinguishment of debt
|
- | - | (1,193 | ) | - | (1,193 | ) | |||||||||||||
Loss before income taxes
|
(2,409 | ) | (2,256 | ) | (4,500 | ) | (3,043 | ) | (12,208 | ) | ||||||||||
Income taxes
|
(2 | ) | - | - | - | (2 | ) | |||||||||||||
Net loss
|
$ | (2,411 | ) | $ | (2,256 | ) | $ | (4,500 | ) | $ | (3,043 | ) | $ | (12,210 | ) | |||||
Basic and diluted net loss per common share
|
$ | (0.22 | ) | $ | (0.15 | ) | $ | (0.28 | ) | $ | (0.18 | ) | $ | (0.83 | ) | |||||
Weighted average shares used in computing
|
||||||||||||||||||||
basic and diluted net loss per common share
|
11,105,854 | 15,241,904 | 16,035,861 | 16,542,717 | 14,736,651 |
Three Months Ended
|
Total
|
|||||||||||||||||||
June 30, 2010
|
September 30, 2010
|
December 31, 2010
|
March 31, 2011
|
Fiscal Year 2011
|
||||||||||||||||
Revenues:
|
||||||||||||||||||||
Grant revenue
|
$ | 734 | $ | 399 | $ | 585 | $ | 353 | $ | 2,071 | ||||||||||
Total revenues
|
734 | 399 | 585 | 353 | 2,071 | |||||||||||||||
Operating expenses:
|
||||||||||||||||||||
Research and development
|
675 | 692 | 447 | 1,864 | 3,678 | |||||||||||||||
General and administrative
|
520 | 570 | 2,665 | 1,203 | 4,958 | |||||||||||||||
Total operating expenses
|
1,195 | 1,262 | 3,112 | 3,067 | 8,636 | |||||||||||||||
Loss from operations
|
(461 | ) | (863 | ) | (2,527 | ) | (2,714 | ) | (6,565 | ) | ||||||||||
Other expenses, net:
|
||||||||||||||||||||
Interest expense, net
|
(531 | ) | (711 | ) | (1,009 | ) | (868 | ) | (3,119 | ) | ||||||||||
Change in put and note extension option and
|
||||||||||||||||||||
warrant liabilities
|
10 | 3 | 144 | 47 | 204 | |||||||||||||||
Loss before income taxes
|
(982 | ) | (1,571 | ) | (3,392 | ) | (3,535 | ) | (9,480 | ) | ||||||||||
Income taxes
|
- | (2 | ) | - | - | (2 | ) | |||||||||||||
Net loss
|
$ | (982 | ) | $ | (1,573 | ) | $ | (3,392 | ) | $ | (3,535 | ) | $ | (9,482 | ) | |||||
Basic and diluted net loss per common share
|
$ | (0.19 | ) | $ | (0.30 | ) | $ | (0.65 | ) | $ | (0.67 | ) | $ | (1.81 | ) | |||||
Weighted average shares used in computing
|
||||||||||||||||||||
basic and diluted net loss per common share
|
5,241,110 | 5,241,110 | 5,241,110 | 5,241,110 | 5,241,110 |
Name
|
Age
|
Position
|
||
Shawn K. Singh, J.D.
|
49
|
Chief Executive Officer and Director
|
||
H. Ralph Snodgrass, Ph.D.
(3)
|
62
|
President, Chief Scientific Officer and Director
|
||
Jerrold D. Dotson
|
58
|
Chief Financial Officer
|
||
A. Franklin Rice, MBA
|
58
|
Vice President of Corporate Development and Secretary,
former Chief Financial Officer
|
||
Jon S. Saxe
|
75
|
Director
|
||
Gregory A. Bonfiglio, J.D.
(3)
|
60
|
Director
|
||
Brian J. Underdown, PhD.
(3)
|
71
|
Director
|
·
|
compiling names of potentially eligible candidates;
|
·
|
conducting background and reference checks;
|
·
|
conducting interviews with candidates and/or others;
|
·
|
meeting to consider and approve final candidates; and, as appropriate,
|
·
|
preparing and presenting to the full Board an analysis with regard to particular recommended candidates.
|
·
|
personal and professional integrity;
|
·
|
broad experience in business, finance or administration;
|
·
|
familiarity with our industry; and
|
·
|
prominence and reputation.
|
Name and Principal Position
|
Fiscal
Year
|
Salary
(1)
($)
|
Bonus
($)
|
Option
Awards
(2)
($)
|
All Other Compensation
(3)
($)
|
Total
($)
|
||||||||
Shawn K. Singh, J.D.
|
2012
|
292,268
|
-
|
108,056
|
230,104
|
630,428
|
||||||||
Chief Executive Officer
|
2011
|
168,274
|
-
|
-
|
-
|
168,274
|
||||||||
H. Ralph Snodgrass, Ph.D.
|
2012
|
249,428
|
-
|
105,618
|
100,000
|
455,046
|
||||||||
President, Chief Scientific Officer
|
2011
|
141,486
|
-
|
-
|
-
|
141,486
|
||||||||
Jerrold D. Dotson
|
2012
|
-
|
-
|
108,535
|
71,293
|
179,828
|
||||||||
Chief Financial Officer
|
2011
|
-
|
-
|
-
|
-
|
-
|
||||||||
A. Franklin Rice
|
2012
|
185,780
|
-
|
108,056
|
90,796
|
384,632
|
||||||||
Vice President, Corporate Development and Secretary,
(former Chief Financial Officer)
|
2011
|
131,802
|
-
|
-
|
-
|
131,802
|
(1)
|
Mr. Singh became VistaGen’s Chief Executive Officer on August 20, 2009, converting from part-time to full-time status. In VistaGen’s fiscal years ended March 31, 2012 and 2011, Mr. Singh’s annual base salary pursuant to his January 2010 employment agreement was $347,500. However, to conserve cash for VistaGen’s operations in its fiscal years ended March 31, 2012 and 2011, Mr. Singh voluntarily reduced his fiscal year salary to $292,268 and $168,274, respectively.
Through August 20, 2009, Dr. Snodgrass served as VistaGen’s Chief Executive Officer, at which time he became President and Chief Scientific Officer. In VistaGen’s fiscal years ended March 31, 2012 and 2011, Dr. Snodgrass’ annual base salary pursuant to his January 2010 employment agreement was $305,000. However, to conserve cash for VistaGen’s operations in its fiscal years ended March 31, 2012 and 2011, Dr. Snodgrass voluntarily reduced his fiscal year salary to $249,266 and $141,486, respectively.
Mr. Dotson served as Acting Chief Financial Officer on a part-time contract basis from September 19, 2011 to June 15, 2012. Mr. Dotson was not affiliated with us during the fiscal year ended March 31, 2011.
Mr. Rice served as VistaGen’s Chief Financial Officer through September 5, 2011. In VistaGen’s fiscal year ended March 31, 2011, Mr. Rice’s annual base salary at VistaGen pursuant to his January 2010 employment agreement was $260,000. However, to conserve cash for VistaGen’s operations in its fiscal year ended March 31, 2011, Mr. Rice voluntarily reduced his fiscal year 2011 salary to $131,802.
|
(2)
|
The amounts in this column represent the aggregate grant date fair value of stock option awards granted during the fiscal year presented computed in accordance with Financial Accounting Standards Board Codification Topic 718 ("Topic 718”). We used the Black Scholes Option Pricing Model and the following assumptions for determining the grant date fair value of the options granted during the fiscal year ended March 31, 2012:
|
(3)
|
In December 2006, the Company accepted a full-recourse promissory note in the amount of $103,411 from Mr. Singh in payment of the exercise price for options and warrants to purchase an aggregate of 126,389 shares of the Company’s common stock. On May 11, 2011, in connection with the Merger, the $128,168 outstanding balance of the principal and accrued interest on this note was cancelled in accordance with Mr. Singh's 2010 employment agreement and was treated as additional compensation. In accordance with his employment agreement, Mr. Singh is entitled to an income tax gross-up on the compensation related to the note cancellation. At March 31, 2012, the Company had accrued $101,936 as an estimate of the gross-up amount, but had not paid it to Mr. Singh.
In December 2011, Dr. Snodgrass received a non-cash compensation award of $100,000 enabling his cashless exercise of previously granted options to purchase 113,636 shares of our common stock at an exercise price of $0.88 per share.
Mr. Dotson served as Acting Chief Financial Officer on a part-time contract basis from September 19, 2011 to June 15, 2012. Amounts shown in this column represent cash compensation paid to Mr. Dotson under the terms of the consulting agreement between the Company and Mr. Dotson. Mr. Dotson was not affiliated with us during the fiscal year ended March 31, 2011.
In March 2007, the Company accepted a full recourse promissory note in the amount of $46,360 from Mr. Rice in payment of the exercise price for options to purchase 52,681 shares of the Company’s common stock. On May 11, 2011, in connection with the Merger, the $56,979 outstanding balance of principal and accrued interest on this note was cancelled in accordance with Mr. Rice's employment agreement and was treated as additional compensation. In accordance with his employment agreement, Mr. Rice is entitled to an income tax gross-up on the compensation related to the note cancellation. At March 31, 2012, the Company had accrued $33,867 as an estimate of the gross-up amount, but had not paid it to Mr. Rice.
|
Stock Options
|
||||||||||
Name
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options (#) U
nexercisable
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
||||||
Shawn K. Singh, J.D.
|
44,998
|
15,002
|
1.13
|
3/24/2019
|
||||||
22,500
|
-
|
1.13
|
6/17/2019
|
|||||||
1,000,000
|
-
|
1.50
|
11/4/2019
|
|||||||
425,000
|
-
|
1.50
|
12/30/2019
|
|||||||
20,000
|
-
|
2.10
|
1/17/2018
|
|||||||
20,000
|
-
|
2.10
|
1/17/2018
|
|||||||
20,000
|
-
|
0.80
|
12/21/2016
|
|||||||
40,000
|
-
|
0.72
|
5/17/2017
|
|||||||
-
|
100,000
|
1.75
|
4/25/2021
|
|||||||
Total:
|
1,592,498
|
115,002
|
||||||||
H. Ralph Snodgrass, Ph.D.
|
37,498
|
12,502
|
1.13
|
3/24/2014
|
||||||
25,000
|
-
|
1.13
|
6/17/2014
|
|||||||
150,000
|
-
|
1.65
|
11/4/2014
|
|||||||
203,124
|
46,876
|
1.50
|
12/30/2019
|
|||||||
6,382
|
-
|
0.88
|
12/20/2016
|
|||||||
40,000
|
-
|
0.792
|
5/17/2017
|
|||||||
25,000
|
-
|
2.31
|
1/17/2013
|
|||||||
-
|
100,000
|
1.75
|
4/25/2021
|
|||||||
Total:
|
486,984
|
159,378
|
||||||||
Jerrold D. Dotson
|
6,249
|
43,751
|
2.58
|
9/19/2021
|
||||||
A. Franklin Rice
|
29,998
|
10,002
|
1.13
|
3/24/2019
|
||||||
20,000
|
-
|
1.13
|
6/17/2019
|
|||||||
100,000
|
-
|
1.50
|
11/4/2019
|
|||||||
175,000
|
-
|
1.50
|
12/30/2019
|
|||||||
11,000
|
-
|
0.95
|
4/11/2015
|
|||||||
12,500
|
-
|
0.88
|
7/6/2016
|
|||||||
65,000
|
-
|
0.80
|
12/21/2016
|
|||||||
20,000
|
-
|
0.72
|
5/17/2017
|
|||||||
25,000
|
-
|
2.10
|
1/17/2018
|
|||||||
-
|
100,000
|
1.75
|
4/25/2021
|
|||||||
Total:
|
458,498
|
110,002
|
•
|
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 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.
|
•
|
acceleration of vesting of 50% of his then unvested options, if any, pursuant to each such stock option agreement in the event we terminate Mr. Singh’s employment without cause; and
|
•
|
full acceleration of vesting of all of his remaining unvested shares, if any, pursuant to each such stock option agreement in the event that we terminate Mr. Singh’s employment without cause within twelve months of a “change of control” (as defined below under “ — Change of Control Provisions”).
|
•
|
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.
|
•
|
acceleration of vesting of 50% of his then unvested options, if any, pursuant to each such stock option agreement in the event we terminate Dr. Snodgrass’s employment without cause; and
|
•
|
full acceleration of vesting of all of his remaining unvested shares, if any, pursuant to each such stock option agreement in the event that we terminate Dr. Snodgrass’s employment without cause within twelve months of a “change of control” (as defined below under “— Change of Control Provisions”).
|
•
|
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 Mr. Rice 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.
|
•
|
acceleration of vesting of 50% of his then unvested options, if any, pursuant to each such stock option agreement in the event we terminated Mr. Rice’s employment without cause; and
|
•
|
full acceleration of vesting of all of his remaining unvested shares, if any, pursuant to each such stock option agreement in the event that we terminated Mr. Rice’s employment without cause within twelve months of a “change of control” (as defined below under “— Change of Control Provisions”).
|
•
|
a material reduction in the executive’s responsibility; or
|
•
|
a material reduction in the executive’s base salary following the Merger except for reductions that are comparable to reductions generally applicable to similarly situated executives of VistaGen.
|
Fees Earned or
|
Option and Warrant
|
Other
|
||||||||||||||
Paid in Cash
|
Awards
(1)
|
Compensation
|
Total
|
|||||||||||||
Name
|
($)
|
($)
|
($)
|
($)
|
||||||||||||
Jon S. Saxe
(2)
|
19,520
|
153,846
|
3,480
|
176,846
|
||||||||||||
Gregory A. Bonfiglio, J.D.
(3)
|
21,500
|
153,846
|
-
|
175,346
|
||||||||||||
Brian J. Underdown, Ph.D.
(4)
|
21,500
|
153,846
|
-
|
175,346
|
(1)
|
The amounts in this column represent the aggregate grant date fair value of (a) a non-qualified stock option to purchase 50,000 shares of our common stock granted to each of our independent directors on April 25, 2011 and (b) a warrant to purchase 50,000 shares of our common stock granted to each of our independent directors on February 13, 2012, computed in accordance with Financial Accounting Standards Board Codification Topic 718 ("Topic 718”). The amounts in this column, therefore, do not represent cash payments actually received by Mr. Saxe, Mr. Bonfiglio or Dr. Underdown with respect to stock options and warrants awarded during the fiscal year. To date, Mr. Saxe, Mr. Bonfiglio and Dr. Underdown have not exercised such stock options or warrants, and there can be no assurance that they will ever realize the Topic 718 grant date fair value amounts presented. |
(2)
|
In lieu of a cash payment of $3,480 for his service as a director, in December 2011, Mr. Saxe applied such amount as consideration for the exercise of a previously-issued warrant to purchase 2,784 shares of our common stock under our Discounted Warrant Exercise Program. See Note 9, Capital Stock , to our Consolidated Financial Statements included in Item 8 of this Report. At March 31, 2011, Mr. Saxe owns 37,492 shares of our common stock and options to purchase 267,250 shares of our common stock, of which 215,250 shares are vested. Mr. Saxe also owns an exercisable warrant to purchase 50,000 shares of our common stock. |
(3)
|
At March 31, 2011, Mr. Bonfiglio owns options to purchase 205,000 shares of our common stock, of which 155,000 shares are vested. Mr. Bonfiglio also owns an exercisable warrant to purchase 50,000 shares of our common stock. |
(4)
|
At March 31, 2011, Dr. Underdown owns options to purchase 185,000 shares of our common stock, of which 135,000 shares are vested. Dr. Underdown also owns an exercisable warrant to purchase 50,000 shares of our common stock. |
Name and Address
|
Number of Shares
(1)
|
Percent of Class
|
||||
Shawn K. Singh, JD
(2)
|
1,896,973
|
10.03
|
%
|
|||
Chief Executive Officer and Director
|
||||||
384 Oyster Point Blvd., No. 8
|
||||||
South San Francisco, CA 94080
|
||||||
1,707,703
|
9.67
|
%
|
||||
President, Chief Scientific Officer and Director
|
||||||
384 Oyster Point Blvd., No. 8
|
||||||
South San Francisco, CA 94080
|
||||||
Jerrold D. Dotson
(4)
|
17.040
|
*
|
||||
Principal Financial and Accounting Officer
|
||||||
384 Oyster Point Blvd., No. 8
|
||||||
South San Francisco, CA 94080
|
||||||
A Franklin Rice
(5)
|
671,573
|
3.80
|
%
|
|||
Vice President of Corporate Development
|
||||||
384 Oyster Point Blvd., No. 8
|
||||||
South San Francisco, CA 94080
|
||||||
Jon S. Saxe
(6)
|
320,366
|
1.84
|
%
|
|||
Chairman of the Board of Directors
|
||||||
384 Oyster Point Blvd., No. 8
|
||||||
South San Francisco, CA 94080
|
||||||
Gregory A. Bonfiglio, JD
(7)
|
220,624
|
1.27
|
%
|
|||
Director
|
||||||
384 Oyster Point Blvd., No. 8
|
||||||
South San Francisco, CA 94080
|
||||||
Brian J. Underdown, Ph.D.
(8)
|
200,624
|
1.16
|
%
|
|||
Director
|
||||||
384 Oyster Point Blvd., No. 8
|
||||||
South San Francisco, CA 94080
|
||||||
Cato BioVentures
(9)
|
3,310,836
|
19.29
|
%
|
|||
4364 South Alston Avenue
|
||||||
Durham, NC 27713
|
||||||
Platinum Long Term Growth Fund VII
(10)
|
1,558,862
|
9.08
|
%
|
|||
152 W 57 St 54th Floor
|
||||||
New York, NY 10019
|
||||||
University Health Network
|
1,138,055
|
6.63
|
%
|
|||
101 College St. Ste. 150
|
||||||
Toronto ON, Canada M5G 1L7
|
||||||
All Officers and Directors as a Group
|
5,034,903
|
24.41
|
%
|
|||
(7 persons)
(11)
|
(1)
|
This table is based upon information supplied by officers, directors and principal stockholders and Forms 3, Forms 4, and Schedules 13D and 13G filed with the Securities and Exchange Commission.
Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, we believe that each of the sttockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. Applicable percentages are based on 17,159,963 shares of common stock outstanding on June 15, 2012.
|
(2)
|
Includes options to purchase 1,628,747 shares of common stock exercisable within 60 days of June 15, 2012 and currently exercisable warrants to purchase 116,052 shares of common stock.
|
(3)
|
Includes options to purchase 503,235 shares of common stock exercisable within 60 days of June 15, 2012.
|
(4)
|
Includes options to purchase 14,541 shares of common stock exercisable within 60 days of June 15, 2012, including options to purchase 6,208 shares of common stock held by Mr. Dotson’s wife.
|
(5)
|
Includes options to purchase 493,081 shares of common stock exercisable within 60 days of June 15, 2012 and currently exercisable warrants to purchase 4,446 shares of common stock.
|
(6)
|
Includes options to purchase 280,791 shares of common stock exercisable within 60 days of June 15, 2012 and currently exercisable warrants to purchase 50,000 shares of common stock.
|
(7)
|
Includes options to purchase 170,624 shares of common stock exercisable within 60 days of June 15, 2012 and currently exercisable warrants to purchase 50,000 shares of common stock.
|
(8)
|
Includes options to purchase 150,624 shares of common stock exercisable within 60 days of June 15, 2012 and currently exercisable warrants to purchase 50,000 shares of common stock.
|
(9)
|
Based upon information contained in Form 4 filed on January 9, 2012. Dr. Allen E. Cato, Ph.D., M.D. is deemed to have voting and investment authority over the shares held by Cato Holding Company.
|
(10)
|
Based upon information contained in Schedule 13G/A filed on January 12, 2012. The number of shares beneficially owned excludes 4,370,550 shares of common stock that may be acquired by Platinum upon conversion of 437,055 shares of Series A Convertible Preferred Stock. The Certificate of Designation establishing the Series A Convertible Preferred Stock provides a limitation on conversion such that the number of shares of common stock that may be acquired by the holder upon conversion of the Series A Convertible Preferred Stock is limited to the extent necessary to ensure that, following such exercise, the total number of shares of common stock then beneficially owned by the holder does not exceed 9.99% of the total number of issued and outstanding shares of our common stock without providing us with 61 days’ prior notice thereof.
|
(11)
|
Includes options to purchase an aggregate of 3,191,015 shares of common stock exercisable within 60 days of June 15, 2012 and currently exercisable warrants to purchase an aggregate of 270,498 shares of common stock.
|
Plan category
|
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
(a)
|
Weighted-average
exercise price of
outstanding
options, warrants
and rights
(b)
|
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
(c)
|
|||||||||
Equity compensation plans approved by security holders
|
4,266,300
|
$
|
1.57
|
433,700
|
||||||||
Equity compensation plans not approved by security holders
|
539,471
|
1.23
|
--
|
|||||||||
Total
|
4,805,771
|
$
|
1.53
|
433,700
|
Fiscal Years Ended March 31,
|
||||||||
2012
|
2011
|
|||||||
Audit fees
|
$ | 152,500 | $ | 127,820 | ||||
Audit-related fees
|
- | 89,634.00 | ||||||
Tax fees
|
15,000 | 22,683 | ||||||
All other fees
|
- | - | ||||||
Total fees
|
$ | 167,500 | $ | 240,137 |
|
Respectfully Submitted by:
|
|
MEMBERS OF THE AUDIT COMMITTEE
|
|
Jon S. Saxe, Audit Committee Chairman
|
|
Gregory A. Bonfiglio
|
|
Brian J. Underdown
|
Exhibit No.
|
Description*
|
2.1 *
|
Agreement and Plan of Merger by and among Excaliber Enterprises, Ltd., VistaGen Therapeutics, Inc. and Excaliber Merger Subsidiary, Inc.
|
3. 1 *
|
Articles of Incorporation in effect as of May 11, 2011.
|
3.2 | Articles of Merger filed with the Nevada Secretary of State on May 24, 2011. |
3.3 | Certificate of Amendment filed with the Nevada Secretary of State on December 6, 2011. |
3.4
|
Bylaws in effect as of May 11, 2011, incorporated by reference from the document filed as Exhibit 3.2 to the Company's Current Report on Form 8-K filed on May 16, 2011.
|
3.5
|
Certificate of Designations Series A Preferred, incorporated by reference from the Company’s Current Report on Form 8-K/A filed on December 22, 2011.
|
4.1 *
|
Fourth Amended and Restated Investors’ Rights Agreement, dated August 1, 2005, by and among VistaGen and certain (former) holders of Preferred Stock of VistaGen, as amended by that certain Amendment No. 1 to Fourth Amended and Restated Investors’ Rights Agreement, dated July 10, 2010.
|
10.1 *
|
VistaGen’s 1999 Stock Incentive Plan.
|
10.2 *
|
Form of Option Agreement under VistaGen’s 1999 Stock Incentive Plan.
|
10.3 *
|
VistaGen’s Scientific Advisory Board 1998 Stock Incentive Plan.
|
10.4 *
|
Form of Option Agreement under VistaGen’s Scientific Advisory Board 1998 Stock Incentive Plan.
|
10.5 *
|
VistaGen’s 2008 Stock Incentive Plan.
|
10.6 *
|
Form of Option Agreement under VistaGen’s 2008 Stock Incentive Plan.
|
10.7 *
|
Securities Purchase Agreement, dated October 30, 2009, by and between VistaGen and Cato BioVentures.
|
10.8 *
|
Securities Purchase Agreement, dated April 27, 2011, by and between VistaGen and Cato BioVentures.
|
10.9 *
|
Securities Purchase Agreement, dated November 5, 2009, by and between VistaGen and Platinum Long Term Growth Fund.
|
10.10 *
|
Securities Purchase Agreement, dated December 2, 2009, by and between VistaGen and University Health Network.
|
10.11 *
|
Securities Purchase Agreement, dated April 25, 2011, by and between VistaGen and University Health Network.
|
10.12 *
|
Form of Subscription Agreement, dated May 11, 2011, by and between VistaGen and certain investors.
|
10.13 *
|
Indemnification Agreement, dated August 27, 2001, by and between VistaGen and Shawn K. Singh.
|
10.14 *
|
Indemnification Agreement, dated August 27, 2001, by and between VistaGen and H. Ralph Snodgrass.
|
10.15 *
|
Indemnification Agreement, dated August 27, 2001, by and between VistaGen and A. Franklin Rice.
|
10.16 *
|
Indemnification Agreement, dated August 27, 2001, by and between VistaGen and Jon S. Saxe.
|
10.17 *
|
Indemnification Agreement, dated
February 9, 2007,
by
and between VistaGen and Gregory Bonfiglio.
|
10.18 *
|
Industrial Lease, dated March 5, 2007, by and between Oyster Point LLC and VistaGen, as amended by that certain First Amendment to Lease, dated as of April 24, 2009, and as further amended by that certain Second Amendment to Lease, dated as of October 19, 2010 and that certain Third Amendment to Lease, dated as of April 1, 2011.
|
10.19 *
|
Clinical Study Agreement, dated April 15, 2010, by and between VistaGen and Progressive Medical Concepts, LLC.
|
10.20 *
|
Strategic Development Services Agreement, dated February 26, 2007, by and between VistaGen and Cato Research Ltd.
|
10.21 *
|
License Agreement by and between National Jewish Medical and Research Center and VistaGen, dated July 12, 1999, as amended by that certain Amendment to License Agreement dated January 25, 2001, as amended by that certain Second Amendment to License Agreement dated November 6, 2002, as amended by that certain Third Amendment to License Agreement dated March 1, 2003, and as amended by that certain Fourth Amendment to License Agreement dated April 15, 2010.
|
10.22 *
|
License Agreement by and between Mount Sinai School of Medicine of New York University and the Company, dated October 1, 2004.
|
10.23 *
|
Non-Exclusive License Agreement, dated December 5, 2008, by and between VistaGen and Wisconsin Alumni Research Foundation, as amended by that certain Wisconsin Materials Addendum, dated February 2, 2009.
|
10.24 *
|
Sponsored Research Collaboration Agreement, dated September 18, 2007, between VistaGen and University Health Network, as amended by that certain Amendment No. 1, Amendment No. 2 and Amendment No. 3 dated April 19, 2010, December 15, 2010 and April, 25, 2011, respectively.
|
10.25 *
|
Letter Agreement, dated Feb 12, 2010, by and between VistaGen and The Regents of the University of California.
|
10.26 *
|
License Agreement, dated October 24, 2001, by and between the University of Maryland, Baltimore, Cornell Research Foundation and Artemis Neuroscience, Inc.
|
10.27 *
|
Non-exclusive License Agreement, dated September 1, 2010, by and between VistaGen and TET Systems GmbH & Co. KG.
|
10.28 *
|
Amended and Restated Senior Convertible Promissory Bridge Note dated June 19, 2007 issued by VistaGen to Platinum Long Term Growth VII, LLC.
|
10.29 *
|
Second Amended and Restated Letter Loan Agreement dated May 16, 2008, by and between VistaGen and Platinum Long Term Growth VII, LLC, as amended by that certain Amendment No. 1 to Second Amended and Restated Letter Loan Agreement dated October 16 2009, as further amended by that certain Amendment to Letter Loan Agreement dated May 5, 2011.
|
10.30 *
|
Promissory Note dated April 29, 2011 issued by VistaGen to Cato Holding Company.
|
10.31 *
|
Unsecured Promissory Note dated April 28, 2011 issued by VistaGen to Desjardins Securities.
|
10.32 *
|
Unsecured Promissory Note dated April 28, 2011 issued by VistaGen to McCarthy Tetrault LLP.
|
10.33 *
|
Unsecured Promissory Note dated April 28, 2011 issued by VistaGen to Morrison & Foerster LLP
|
10.34 *
|
Promissory Note dated February 25, 2010 issued by VistaGen to The Regents of the University of California.
|
10.35 *
|
Note and Warrant Purchase Agreement dated August 4, 2010, by and between VistaGen and certain investors, as amended by that certain Amendment No. 1 to Note and Warrant Purchase Agreement, dated November 10, 2010.
|
10.36 *
|
Conversion Agreement, dated April 29, 2011, by and among VistaGen and certain holders of unsecured promissory notes issued pursuant to that certain Note and Warrant Purchase Agreement, dated August 4, 2010, by and between VistaGen and such note holders.
|
10.37 *
|
Agreement regarding Conversion of Unsecured Promissory Note, dated April 29, 2011, by and between VistaGen and The Dillon Family Trust.
|
10.38 *
|
Senior Note and Warrant Purchase Agreement dated August 13, 2006, by and between VistaGen and certain investors, as amended by that certain Amendment No. 1 to Senior Convertible Bridge Note and Warrant Purchase Agreement dated January 31, 2007, as further amended by that certain Amendment No. 2 to Senior Convertible Bridge Note and Warrant Purchase Agreement dated June 11, 2007, as further amended by that certain Omnibus Amendment dated April 28, 2011
|
10.39 *
|
Senior Note and Warrant Purchase Agreement dated May 16, 2008, by and between VistaGen and certain investors, as amended by that certain Amendment No. 1 to Senior Convertible Bridge Note and Warrant Purchase Agreement dated November 2, 2009, as further amended by that certain Omnibus Amendment dated April 28, 2011.
|
10.40 *
|
Employment Agreement, by and between, VistaGen and Shawn K. Singh, dated April 28, 2010, as amended May 9, 2011.
|
10.41 *
|
Employment Agreement, by and between, VistaGen and H. Ralph Snodgrass, PhD, dated April 28, 2010, as amended May 9, 2011.
|
10.42 *
|
Employment Agreement, by and between VistaGen and A. Franklin Rice, dated April 28, 2010, as amended May 9, 2011.
|
10.43 *
|
Agreement regarding sale of shares of common stock dated May 9, 2011 by and between Excaliber and Stephanie Y. Jones, whereby Excaliber purchased from Mrs. Jones 4,982,103 shares of Excaliber common stock for $10.
|
10.44 *
|
Agreement regarding sale of shares of common stock dated May 9, 2011 by and between Excaliber and Nicole Jones, whereby Excaliber purchased from Nicole Jones 82,104 shares of Excaliber common stock for $10.
|
10.45 *
|
Joinder Agreement dated May 11, 2011 by and between Excaliber, Platinum Long Term Growth VII, LLC and VistaGen
|
10.46
|
Notice of Award by National Institutes of Health, Small Business Innovation Research Program, to VistaGen Therapeutics, Inc. for project, Clinical Development of 4-CI-KYN to Treat Pain dated June 22, 2009, with revisions dated July 19, 2010 and August 9, 2011, incorporated by reference from the Company’s Current Report on Form 8-K/A filed on December 20, 2011.
|
10.47
|
Notice of Grant Award by California Institute of Regenerative Medicine and VistaGen Therapeutics, Inc. for Project: Development of an hES Cell-Based Assay System for Hepatocyte Differentiation Studies and Predictive Toxicology Drug Screening, dated April 1, 2009, incorporated by reference from the Company’s Current Report on Form 8-K/A filed on December 20, 2011.
|
10.48
|
Amendment No. 4, dated October 24, 2011, to Sponsored Research Collaboration Agreement between VistaGen and University Health Network, incorporated by reference from the Company’s Current Report on Form 8-K/A filed on November 30, 2011.
|
10.49
|
License Agreement No. 1, dated as of October 24, 2011 between University Health Network and VistaGen Therapeutics, Inc., incorporated by reference from the Company’s Current Report on Form 8-K/A filed on November 30, 2011.
|
10.50
|
Strategic Medicinal Chemistry Services Agreement, dated as of December 6, 2011, between Synterys, Inc. and VistaGen Therapeutics, Inc., incorporated by reference from the Company’s Current Report on Form 8-K/A filed on December 7, 2011.
|
10.51
|
Common Stock Exchange Agreement, dated as of December 22, 2011 between Platinum Long Term Growth VII, LLC and VistaGen Therapeutics, Inc., incorporated by reference from the Company’s Current Report on Form 8-K/A filed on December 23, 2011.
|
10.52
|
Note and Warrant Exchange Agreement, dated as of December 28, 2011 between Platinum Long Term Growth VII, LLC and VistaGen Therapeutics, Inc., incorporated by reference from the Current Report on Form 8-K/A filed on January 4, 2012.
|
10.53
|
Form of Convertible Note and Warrant Purchase Agreement, dated as of February 28, 2012, by and between VistaGen and certain investors, incorporated by reference from the Current Report on Form 8-K/A filed on March 2, 2012.
|
10.54
|
Form of Convertible Promissory Note, dated as of February 28, 2012, incorporated by reference from the Company’s Current Report on Form 8-K/A filed on March 2, 2012.
|
10.55
|
Form of Warrant to Purchase Common Stock, dated as of February 28, 2012, incorporated by reference from the Company’s Current Report on Form 8-K/A filed on March 2, 2012.
|
10.56
|
Form of Registration Rights Agreement, dated as of February 28, 2012, by and between VistaGen and certain investors, incorporated by reference from the Company’s Current Report on Form 8-K/A filed on March 2, 2012.
|
10.57
|
License Agreement No. 2, dated as of March 19, 2012 between University Health Network and VistaGen Therapeutics, Inc.
|
10.58 | Exchange Agreement dated as of June 29, 2012 between Platinum Long Term Growth VII, LLC and VistaGen Therapeutics, Inc. |
10.59 | Secured Convertible Promissory Note, dated as of July 2, 2012. |
10.60 | Security Agreement, dated as of July 2, 2012. |
16.1*
|
Letter regarding change in certifying accountant.
|
21.1*
|
List of Subsidiaries.
|
24.1
|
Power of Attorney
|
31.1
|
Certification of the Company’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2
|
Certification of the Company’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1
|
Certification of the Company’s Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS** |
XBRL Instance Document
|
101.SCH** |
XBRL Taxonomy Extension Schema
|
101.CAL** |
XBRL Taxonomy Extension Calculation Linkbase
|
101.DEF** |
XBRL Taxonomy Extension Definition Linkbase
|
101.LAB** |
XBRL Taxonomy Extension Label Linkbase
|
101.PRE** |
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
VistaGen Therapeutics, Inc.
|
|||
By:
|
/s/
Shawn K. Singh
|
||
Shawn K. Singh, J.D.
Chief Executive Officer
|
Signature
|
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Title
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Date
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/s/ Shawn K. Singh
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Chief Executive Officer, and Director
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July 2, 2012
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Shawn K. Singh, JD | (Principal Executive Officer) | |||
/s/ Jerrold D. Dotson
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Chief Financial Officer
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July 2, 2012
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Jerrold D. Dotson | (Principal Financial and Accounting Officer) | |||
/s/ H. Ralph Snodgrass
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President, Chief Scientific Officer and Director
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July 2, 2012
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H. Ralph Snodgrass, Ph.D | ||||
/s/ Jon S. Saxe
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Chairman of the Board of Directors
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July 2, 2012
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Jon S. Saxe | ||||
/s/ Gregory A. Bonfiglio
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Director
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July 2, 2012
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Gregory A. Bonfiglio, JD | ||||
/s/ Brian J. Underdown
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Director
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July 2, 2012
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Brian J. Underdown, PhD |
Filed in the office of
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Document Number
20110384094-92
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Ross Miller Secretary of State State of Nevada
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Filing Date and Time
05/24/2011 9:10 AM
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Entity Number
E0688922005-9
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Filed in the office of
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Document Number
20110384097-25
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Ross Miller Secretary of State State of Nevada
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Filing Date and Time
05/24/2011 9:10 AM
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Entity Number
E0688922005-9
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Filed in the office of
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Document Number
20110857825-79
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Ross Miller Secretary of State State of Nevada
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Filing Date and Time
12/06/2011 7:35 AM
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Entity Number
E0688922005-9
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A.
"Milestone Event" for Therapeutic-Related Licensed Product
*
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"Milestone Payment" (US$)
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(1) Acceptance by FDA (first country) of filing of IND
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$150,000
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(2) First patient enrolled for Phase II Clinical Trial
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$250,000
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(3) First patient enrolled for Phase III Clinical Trial
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$1,500,000
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(4) FDA (first country) Final Approval of NDA for Licensed Product
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$2,000,000
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B.
"Milestone Event" for Service-Related Licensed Product*
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"Milestone Payment" (US$)
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(1) First anniversary of execution of an agreement in respect of (in whole or in part) a Service-Related Licensed Product.
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$50,000 |
Principal Sum (U.S.): $300,000
No.: N-PLTG-1
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Issuance Date: July 2, 2012
Maturity Date: July 2, 2015
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Address of the Holder:
Platinum Long Term Growth VII, LLC
152 West 57
th
Street, 4
th
Floor
New York, NY 10019
Attention: Michael Goldberg, M.D.
Tel. No.: (212) 271-7895
Fax No.: (212) 582-2424
with a copy to:
Burak Anderson & Melloni, PLC
30 Main Street, Suite 210
Burlington, Vermont 05401
Attention: Shane W. McCormack, Esquire
Tel No.: (802) 862-0500
Fax No.: (802) 862-8176
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July 2, 2012 | /s/ Shawn K. Singh | |
Shawn K. Singh | ||
Principal Executive Officer |
July 2, 2012 | /s/ Jerrold D. Dotson | |
Jerrold D. Dotson | ||
Principal Financial Officer |