[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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[ ]
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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 [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ]
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Smaller reporting company [ ]
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(Do not check if a smaller
reporting company)
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Item No.
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Page No.
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||||
PART I
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|||||
1.
|
2
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||||
1A.
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20
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||||
1B.
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38
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||||
2.
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38
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||||
3.
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38
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||||
4.
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38
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||||
PART II
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|||||
5.
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38
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||||
6.
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44
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||||
7.
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44
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||||
7A.
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57
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||||
8.
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57
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||||
9.
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111
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||||
9A.
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111
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||||
9B.
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112
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PART III
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|||||
10.
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112
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||||
11.
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118
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||||
12.
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126
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13.
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130
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14.
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132
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PART IV
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|||||
15.
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134
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||||
SIGNATURES
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135
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||||
EXHIBIT INDEX
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136
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●
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Each of the pre-Merger directors of VistaGen California was appointed as a director of Excaliber;
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●
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The pre-Merger directors and officers of Excaliber resigned as officers and directors of Excaliber;
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●
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Each of VistaGen California’s pre-Merger officers was appointed an officer of like tenor of Excaliber;
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●
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The post-Merger directors of Excaliber (consisting of the pre-Merger directors of VistaGen California) approved a two-for-one (2:1) stock split of Excaliber’s common stock;
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●
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The post-Merger directors of Excaliber 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 Annual Report on Form 10-K);
|
●
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Excaliber’s name was changed to “VistaGen Therapeutics, Inc.”; and
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●
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VistaGen California's fiscal year-end of March 31 was adopted as Excaliber’s fiscal year-end.
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Item 1.
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Business
|
•
|
individuals with specific inheritable diseases and conditions that predispose the individual to respond differently to drugs; or
|
•
|
individuals with specific variations in genes that directly affect drug levels in the body or alter the manner or efficiency of their metabolism, breakdown or elimination of drugs.
|
•
|
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;
|
•
|
modified developmental genes and the experimentally controlled regulation of developmental genes, which is critical for determining what differentiation path a cell will take; and
|
•
|
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.
|
•
|
five of the FDA-approved drugs (astemizole, sotalol, cisapride, terfenadine and sertindole) were withdrawn from the market due to heart toxicity concerns;
|
•
|
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
|
•
|
the research compound (E-4031) failed in a small Phase I human clinical study before being discontinued due to heart toxicity concerns.
|
•
|
academic research institutions, such as University Health Network (“
UHN
”), for stem cell research collaborations;
|
•
|
CROs, such as Cato Research Ltd., for regulatory and drug development expertise and to identify and assess potential drug rescue candidates; and
|
•
|
medicinal chemistry companies, such as Synterys, Inc., to analyze drug rescue candidates and generate drug rescue variants.
|
·
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The optimized 3D environment of a cardiac tissue patch yields advanced levels of structural and functional maturation of human cardiomyocytes that produce expected responses to drugs;
|
·
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Human cardiomyocyte maturation in an optimized 3D patch environment is enhanced relative to that found in industry standard 2D cultures;
|
·
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No genetic modifications were used to produce, purify, or mature cardiomyocytes, suggesting potential for future therapeutic applications;
|
·
|
Cardiac tissue patches generated using VistaGen’s cardiomyocytes exhibited 2.2-180 fold higher contractile force generation compared to previous studies;
|
·
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Based on a force per cardiomyocyte metric, cardiac tissue engineering methodology that used VistaGen’s cardiomyocytes exhibited 4-700-fold higher efficiency than previously reported; and
|
·
|
Cardiac tissue patches generated using VistaGen’s cardiomyocytes exhibited velocities of electrical signal propagation 5-fold higher compared to previous reports in human engineered cardiac tissues.
|
·
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Optimize techniques to handle and maintain primary human cryopreserved primary liver cells as reference controls for various drug development assays;
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·
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Develop a stable supply of characterized and validated human cryopreserved primary liver cells to serve as internal controls and provide benchmark comparisons for the characterization of our pluripotent stem cell-derived liver cells;
|
·
|
Characterize our stem cell derived liver cells using many of the same industry-standardized assays used to characterize primary human liver cells; and
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·
|
Produce a joint publication of the characterization of our stem cell-derived human liver cells.
|
•
|
a combination of growth factors (molecules that stimulate the growth of cells);
|
•
|
modified developmental genes; and
|
•
|
precise selection of immature cell populations for further growth and development.
|
•
|
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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•
|
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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•
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use the technology for internal research and drug development;
|
•
|
provide discovery and screening services to third parties; and
|
•
|
market and sell research products (that is, cellular assays incorporating the licensed technology).
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Territory
|
Patent No.
|
General Subject Matter
|
Expiration
|
||||
US
|
7,763,466
|
Method to produce endoderm cells
|
May 2025
|
||||
US
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7,955,849
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Method of enriching population of mesoderm cells
|
May 2023
|
||||
US
|
8,143,009
|
Toxicity typing using liver stem cells
|
June 2023
|
·
|
Research and development of our hPSC technology platform;
|
·
|
Drug rescue activities;
|
·
|
Acquisition and/or in-license of products and technologies;
|
·
|
Maintainence, expasion and protection of our intellectual property portfolio;
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·
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Hiring additional scientific and technical personnel; and
|
·
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Adding operational, financial and management information systems and personnel to support our drug rescue activities and regulatory compliance requirements relating to being a reporting company.
|
•
|
revenues, if any, generated from collaborations with pharmaceutical and biotechnology companies involving the discovery, development or licensing of customized cellular bioassays and new chemical entities, including Drug Rescue Variants, AV-101 or other drug or biologic candidates or regenerative cell therapy product candidates;
|
•
|
expenses we incur in discovering, developing and licensing Drug Rescue Variants or other drug or biologic candidates;
|
•
|
the commercial success of our hPSC technology-based research and development efforts and AV-101; and
|
•
|
the emergence of competing scientific and technological developments and the extent to which we acquire or in-license other products and technologies.
|
•
|
Our ability to identify and access the potential for drug rescue of once-promising small molecule drug candidates that pharmaceutical or biotechnology companies have discontinued in development due to unexpected safety concerns relating to the heart or liver. If we cannot identify once-promising 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 generate product revenues in future periods, which likely will result in significant harm to our financial position and adversely impact our stock price.
|
•
|
To the extent we seek 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 license from third-parties drug candidates that have been discontinued in development due to unexpected heart or liver safety concerns. Because we may seek to leverage prior third-party investment in drug discovery and development of a small molecule compounds with proprietary rights held by third parties, the success of our business may depend, in significant part, on our ability to acquire or license such discontinued compounds from third-parties. However, such third parties might be reluctant to enter into product acquisition or license agreements with us on commercially reasonable terms, if at all. The licensing and acquisition of proprietary small molecule compounds, even compounds that have failed in development due to heart or liver safety concerns, is a highly 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 sell or license drug candidate rights to us. We have no experience in negotiating these licenses and there can be no assurances that we will be able to acquire or obtain licenses to discontinued drug rescue candidates on commercially reasonable terms, if at all. If we are unable to acquire or obtain licenses to drug candidates we seek to rescue, our business may be adversely affected.
|
•
|
Our medicinal chemistry collaborator’s 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 safety concerns. If our medicinal chemistry collaborator is unsuccessful for any reason in designing and producing Drug Rescue Variants, our business will be adversely affected.
|
•
|
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.
|
•
|
Our ability to develop Drug Rescue Variants and license them to pharmaceutical and biotechnology 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 clinical studies, all or some of which will be required in order to obtain regulatory approval of our Drug Rescue Variants.
|
•
|
clinical trials may not demonstrate the safety and efficacy of our Drug Rescue Variants or other drug candidates, biologic candidates or regenerative cell therapy product candidates;;
|
•
|
completion of clinical trials may be delayed, or costs of clinical trials may exceed anticipated amounts;
|
•
|
we may not be able to obtain regulatory approval of our Drug Rescue Variants or other drug candidates, biologic candidates or regenerative cell therapy product candidates; or may experience delays in obtaining such approval;
|
•
|
we may not be able to manufacture our Drug Rescue Variants or other drug candidates, biologic candidates or regenerative cell therapy product candidates economically on a commercial scale;
|
•
|
we and any licensees of ours may not be able to successfully market our Drug Rescue Variants or other drug candidates, biologic candidates or regenerative cell therapy product candidates;
|
•
|
physicians may not prescribe our products, or patients or third party payors may not accept our Drug Rescue Variants or other drug candidates, biologic candidates or regenerative cell therapy product candidates;
|
•
|
others may have proprietary rights which prevent us from marketing our Drug Rescue Variants or other drug candidates, biologic candidates or regenerative cell therapy product candidates; and
|
•
|
competitors may sell similar, superior or lower-cost products.
|
•
|
our establishment and demonstration to the medical community of the clinical efficacy and safety of our Drug Rescue Variants, drug candidates, biologic candidates and regenerative cell therapy product candidates;
|
•
|
our ability to create product candidates that are superior to alternatives currently on the market;
|
•
|
our ability to establish in the medical community the potential advantage of our treatments over alternative treatment methods; and
|
•
|
reimbursement policies of government and third-party payors.
|
•
|
to identify, in the public domain or elsewhere, and access failed drug candidates to rescue and develop;
|
•
|
to license lead Drug Rescue Variants that we develop; and
|
•
|
to perform stem cell research and development and supply contract services, such as medicinal chemistry, that is our key to our future success.
|
High
|
Low
|
|||||||
Year Ending March 31, 2013
|
||||||||
First quarter ending June 30, 2012
|
$ | 2.80 | $ | 0.50 | ||||
Second quarter ending September 30, 2012
|
$ | 1.50 | $ | 0.51 | ||||
Third quarter ending December 31, 2012
|
$ | 0.95 | $ | 0.55 | ||||
Fourth quarter ending March 31, 2013
|
$ | 0.90 | $ | 0.60 | ||||
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
|
4,442,133
|
$
|
1.33
|
257,867
|
||||||||
Equity compensation plans not approved by security holders
|
470,471
|
1.21
|
--
|
|||||||||
Total
|
4,912,604
|
$
|
1.32
|
257,867
|
•
|
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 pre-Merger directors of VistaGen California was appointed as a director of Excaliber;
|
·
|
The pre-Merger directors and officers of Excaliber resigned as officers and directors of Excaliber;
|
·
|
Each of VistaGen California’s pre-Merger officers was appointed an officer of like tenor of Excaliber;
|
·
|
The post-Merger directors of Excaliber (consisting of the pre-Merger directors of VistaGen California) approved a two-for-one (2:1) stock split of Excaliber’s common stock;
|
·
|
The post-Merger directors of Excaliber 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 Annual Report on Form 10-K);
|
·
|
Excaliber’s name was changed to “VistaGen Therapeutics, Inc.”; and
|
·
|
VistaGen California's fiscal year-end of March 31 was adopted as Excaliber’s fiscal year-end.
|
●
|
VistaGen California sold 2,216,106 Units, consisting of one restricted share of VistaGen's common stock and a three-year warrant to purchase one-fourth (1/4) of one restricted 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
”). The restricted shares and warrants issued in the 2011 Private Placement became restricted shares and warrants of the Company upon consummation of the Merger;
|
●
|
Holders of certain promissory notes issued by VistaGen California 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. The restricted shares and warrants issued upon the conversion of such promissory notes became restricted shares and warrants of the Company upon consummation of the Merger; and
|
●
|
All holders of VistaGen California's then-outstanding preferred stock converted all 2,884,655 of their restricted shares of VistaGen California preferred stock into 2,884,655 restricted shares of VistaGen California common stock, all of which shares became restricted shares of the Company upon consummation of the Merger. See Note 8,
Convertible Promissory Notes and other Notes Payable
and Note 9,
Capital Stock,
to the Consolidated Financial Statements included in Item 8 of this Form 10-K for a further description of these transactions.
|
Fiscal Year Ended March 31,
|
||||||||
2013
|
2012
|
|||||||
Revenues:
|
|
|
||||||
Grant revenue
|
$ | 200 | $ | 1,342 | ||||
Operating expenses:
|
||||||||
Research and development
|
3,431 | 5,389 | ||||||
General and administrative
|
3,562 | 4,997 | ||||||
Total operating expenses
|
6,993 | 10,386 | ||||||
Loss from operations
|
(6,793 | ) | (9,044 | ) | ||||
Other expenses, net:
|
||||||||
Interest expense, net
|
(921 | ) | (1,893 | ) | ||||
Change in warrant and put and note extension option liabilities
|
(1,636 | ) | (78 | ) | ||||
Loss on early extinguishment of debt
|
(3,568 | ) | (1,193 | ) | ||||
Other income
|
35 | - | ||||||
Loss before income taxes
|
(12,883 | ) | (12,208 | ) | ||||
Income taxes
|
(4 | ) | (2 | ) | ||||
Net loss
|
$ | (12,887 | ) | $ | (12,210 | ) | ||
Deemed dividend on Series A Preferred Stock
|
(10,193 | ) | - | |||||
Net loss attributable to common stockholders
|
$ | (23,080 | ) | $ | (12,210 | ) |
•
|
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 Year Ended March 31,
|
||||||||
2013
|
2012
|
|||||||
NIH - AV-101 grant
|
$ | 187 | $ | 1,163 | ||||
CIRM grant
|
- | 79 | ||||||
Subcontract revenue
|
13 | 100 | ||||||
Total Revenue
|
$ | 200 | $ | 1,342 |
Fiscal Years Ended March 31,
|
||||||||
2013
|
2012
|
|||||||
Salaries and benefits
|
$ | 792 | $ | 862 | ||||
Stock-based compensation
|
510 | 477 | ||||||
UHN research under SRCA
|
466 | 830 | ||||||
Consulting services | 14 | - | ||||||
Technology licenses and royalties
|
136 | 340 | ||||||
Project-related third-party research and supplies:
|
||||||||
AV-101
|
1,079 | 2,191 | ||||||
CIRM
|
- | 37 | ||||||
All other including CardioSafe and LiverSafe
|
293 | 410 | ||||||
1,372 | 2,638 | |||||||
Rent
|
115 | 104 | ||||||
Depreciation
|
26 | 37 | ||||||
- | 101 | |||||||
Total Research and Development Expense
|
$ | 3,431 | $ | 5,389 |
Fiscal Years Ended March 31,
|
||||||||
2013
|
2012
|
|||||||
Salaries and benefits
|
$ | 617 | $ | 875 | ||||
Stock-based compensation
|
731 | 1,114 | ||||||
Consulting services
|
157 | 558 | ||||||
Legal, accounting and other professional fees
|
554 | 1,033 | ||||||
Investor relations
|
622 | 343 | ||||||
Insurance
|
122 | 101 | ||||||
Travel and entertainment
|
37 | 68 | ||||||
Rent and utilities
|
85 | 89 | ||||||
Warrant modification expense
|
507 | 641 | ||||||
All other
|
130 | 175 | ||||||
Total general and administrative expense
|
$ | 3,562 | $ | 4,997 |
Fiscal Year Ended
|
||||||||
March 31,
|
||||||||
2013
|
2012
|
|||||||
Net cash used in operating activities
|
$ | (3,463 | ) | $ | (3,566 | ) | ||
Net cash used in investing activities
|
$ | (135 | ) | $ | (32 | ) | ||
Net cash provided by financing activities, including warrant exercises and sale of Units in 2012 and sale of Units in 2011
|
$ | 4,156 | $ | 3,540 |
Page
|
|
58
|
|
59
|
|
60
|
|
61
|
|
63
|
|
64
|
|
68
|
May 26, 1998
|
||||||||||||
(Inception)
|
||||||||||||
Through
|
||||||||||||
Fiscal Years Ended March 31,
|
March 31,
|
|||||||||||
2013
|
2012
|
2013
|
||||||||||
Revenues:
|
||||||||||||
Grant revenue
|
$ | 200,400 | $ | 1,342,200 | $ | 12,963,100 | ||||||
Collaboration revenue
|
- | - | 2,283,600 | |||||||||
Other
|
- | - | 1,123,500 | |||||||||
Total revenues
|
200,400 | 1,342,200 | 16,370,200 | |||||||||
Operating expenses:
|
||||||||||||
Research and development
|
3,430,800 | 5,388,600 | 29,555,700 | |||||||||
Acquired in-process research and development
|
- | - | 7,523,200 | |||||||||
General and administrative
|
3,562,700 | 4,997,000 | 30,681,100 | |||||||||
Total operating expenses
|
6,993,500 | 10,385,600 | 67,760,000 | |||||||||
Loss from operations
|
(6,793,100 | ) | (9,043,400 | ) | (51,389,800 | ) | ||||||
Other expenses, net:
|
||||||||||||
Interest expense, net
|
(920,700 | ) | (1,893,200 | ) | (10,362,200 | ) | ||||||
Change in warrant and put and note extension
option liabilities
|
(1,635,800 | ) | (78,000 | ) | (1,217,300 | ) | ||||||
Loss on early extinguishment of debt
|
(3,567,800 | ) | (1,193,500 | ) | (4,761,300 | ) | ||||||
Other income
|
34,400 | 200 | 81,900 | |||||||||
Loss before income taxes
|
(12,883,000 | ) | (12,207,900 | ) | (67,648,700 | ) | ||||||
Income taxes
|
(3,700 | ) | (1,600 | ) | (20,500 | ) | ||||||
Net loss
|
(12,886,700 | ) | (12,209,500 | ) | (67,669,200 | ) | ||||||
Deemed dividend on Series A Preferred stock
|
(10,193,200 | ) | - | (10,193,200 | ) | |||||||
Net loss attributable to common stockholders
|
$ | (23,079,900 | ) | $ | (12,209,500 | ) | $ | (77,862,400 | ) | |||
Basic and diluted net loss attributable to common
stockholders per common share
|
$ | (1.27 | ) | $ | (0.83 | ) | ||||||
Weighted average shares used in computing basic and diluted net
|
||||||||||||
loss attributable to
common stockholders per common share
|
18,108,444 | 14,736,651 | ||||||||||
Comprehensive loss
|
$ | (12,886,700 | ) | $ | (12,209,500 | ) | $ | (67,669,200 | ) |
Period From
|
||||||||||||
May 26, 1998
|
||||||||||||
(Inception)
|
||||||||||||
Fiscal Years Ended
March 31,
|
Through
March 31,
|
|||||||||||
2013
|
2012
|
2013
|
||||||||||
Cash flows from operating activities:
|
||||||||||||
Net loss
|
$ | (12,886,700 | ) | $ | (12,209,500 | ) | $ | (67,669,200 | ) | |||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||||||
Depreciation and amortization
|
33,800 | 45,600 | 777,500 | |||||||||
Acquired in-process research and development
|
- | - | 7,523,200 | |||||||||
Amortization of imputed discount on non-interest bearing notes
|
- | - | 45,000 | |||||||||
Amortization of discounts on 7%, 7.5% and 10% notes
|
214,500 | 57,200 | 473,700 | |||||||||
Amortization of discounts on Platinum notes
|
13,400 | 909,000 | 3,562,100 | |||||||||
Amortization of discounts on August 2010 short-term notes
|
- | 14,300 | 572,000 | |||||||||
Amortization of discounts on February 2012 12% convertible notes
|
26,900 | (4,200 | ) | 22,700 | ||||||||
Loss on early extinguishment of debt
|
3,567,800 | 1,193,500 | 4,761,300 | |||||||||
Loss on settlements of accounts payable
|
78,300 | 78,300 | ||||||||||
Change in warrant and put and note term extension option liabilities
|
1,635,800 | 77,900 | 1,217,200 | |||||||||
Stock-based compensation
|
1,241,300 | 1,591,300 | 5,595,600 | |||||||||
Expense related to modification of warrants
|
508,200 | 741,700 | 1,249,900 | |||||||||
Fair value of Series C preferred stock, common stock, and warrants
|
||||||||||||
granted for services
|
- | - | 925,400 | |||||||||
Fair value of common stock granted for services prior to the Merger
|
- | 2,225,500 | 2,225,500 | |||||||||
Fair value of common stock granted for services following the Merger
|
340,000 | 452,000 | 792,000 | |||||||||
Fair value of warrants granted for services and interest following the Merger
|
183,800 | 564,500 | 748,300 | |||||||||
Fair value of additional warrants granted pursuant to exercises of modified
|
||||||||||||
warrants (fiscal year 2013) and under Discounted Warrant Exercise
|
||||||||||||
Program (fiscal year 2012)
|
35,900 | 138,100 | 174,000 | |||||||||
Fair value of common stock issued for note term modification
|
- | 22,400 | 22,400 | |||||||||
Interest income on note receivable for stock purchase
|
(27,600 | ) | - | (27,600 | ) | |||||||
Consulting services by related parties settled by issuing promissory notes
|
- | - | 44,600 | |||||||||
Gain on sale of assets
|
- | - | (16,800 | ) | ||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Unbilled contract payments receivable
|
106,200 | (64,000 | ) | - | ||||||||
Prepaid expenses and other current assets
|
46,200 | (1,900 | ) | 41,700 | ||||||||
Security deposits and other assets
|
- | 2,100 | (29,000 | ) | ||||||||
Accounts payable and accrued expenses
|
1,432,200 | 744,300 | 15,918,500 | |||||||||
Deferred revenues
|
(13,200 | ) | (65,600 | ) | - | |||||||
Net cash used in operating activities
|
(3,463,200 | ) | (3,565,800 | ) | (20,971,700 | ) | ||||||
Cash flows from investing activities:
|
||||||||||||
Purchases of equipment, net
|
(135,400 | ) | (32,400 | ) | (816,200 | ) | ||||||
Net cash used in investing activities
|
(135,400 | ) | (32,400 | ) | (816,200 | ) | ||||||
Cash flows from financing activities:
|
||||||||||||
Net proceeds from issuance of common stock and warrants, including units
|
1,185,100 | 2,679,200 | 3,985,100 | |||||||||
Net proceeds from issuance of preferred stock and warrants
|
- | - | 4,198,600 | |||||||||
Proceeds from exercise of modified warrants (fiscal 2013) and under
|
||||||||||||
Discounted Warrant Exercise Program (fiscal 2012)
|
262,100 | 1,166,300 | 1,428,400 | |||||||||
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
|
3,222,100 | - | 6,922,100 | |||||||||
Net proceeds from issuance of 2008/2010 notes and warrants
|
- | - | 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 | |||||||||
Net proceeds from issuance of February 2012 12% convertible notes and warrants
|
- | 466,500 | 466,500 | |||||||||
Repayment of capital lease obligations
|
(16,900 | ) | (14,500 | ) | (117,400 | ) | ||||||
Repayment of notes
|
(496,700 | ) | (757,600 | ) | (1,829,100 | ) | ||||||
Net cash provided by financing activities
|
4,155,700 | 3,539,900 | 22,426,000 | |||||||||
Net increase (decrease) in cash and cash equivalents
|
557,100 | (58,300 | ) | 638,100 | ||||||||
Cash and cash equivalents at beginning of period
|
81,000 | 139,300 | - | |||||||||
Cash and cash equivalents at end of period
|
$ | 638,100 | $ | 81,000 | $ | 638,100 | ||||||
Supplemental disclosure of cash flow activities:
|
||||||||||||
Cash paid for interest
|
$ | 225,900 | $ | 265,400 | $ | 665,600 | ||||||
Cash paid for income taxes
|
$ | 3,681 | $ | 1,600 | $ | 20,481 |
Period From
|
||||||||||||
May 26, 1998
|
||||||||||||
(Inception)
|
||||||||||||
Fiscal Years Ended
|
Through
|
|||||||||||
March 31,
|
March 31,
|
|||||||||||
2013
|
2012
|
2013
|
||||||||||
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 of $408,600 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 of $3,800 into Series B Preferred stock
|
$ | - | $ | - | $ | 508,000 | ||||||
Conversion of accounts payable into convertible promissory notes
|
$ | - | $ | - | $ | 893,700 | ||||||
Conversion of accounts payable into note payable
|
$ | 1,558,500 | $ | - | $ | 4,368,800 | ||||||
Conversion of accounts payable into common stock
|
$ | 103,200 | $ | 275,400 | $ | 1,927,300 | ||||||
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 Original Platinum Notes
|
$ | - | $ | - | $ | 141,200 | ||||||
Incremental fair value of put option and note term extension
|
||||||||||||
option liabilities from debt modifications
|
$ | - | $ | - | $ | 479,400 | ||||||
Incremental fair value of note conversion option from debt modification
|
$ | - | $ | - | $ | 1,891,200 | ||||||
Incremental fair value of warrant from debt modifications
|
$ | - | $ | - | $ | 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 | ||||||
Note discount upon issuance of August 2010 short term notes
|
$ | - | $ | - | $ | 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 | ||||||
Conversion of 2006/2007 and 2008/2010 Notes into Units,
|
||||||||||||
including accrued interest of $1,365,600
|
$ | - | $ | 6,174,800 | $ | 6,174,800 | ||||||
Conversion of all series of pre-Merger preferred stock into Units | $ | - | $ | 14,534,800 | $ | 14,534,800 | ||||||
Conversion of 2011 Platinum Note into Series A Preferred stock,
|
||||||||||||
including accrued interest of $611,100 and conversion premium
|
$ | - | $ | 5,763,900 | $ | 5,763,900 | ||||||
Conversion of 7% note payable and accrued interest of $11,500 into common stock and warrants
|
$ | 19,500 | $ | 19,500 | ||||||||
Conversion of accounts payable to Morrison & Foerster, McCarthy Tetrault
|
||||||||||||
and Desjardins into notes payable
|
$ | - | $ | 1,603,400 | $ | 1,603,400 | ||||||
Accounts payable and cancellation premium converted into 2011 Private
|
||||||||||||
Placement Units
|
$ | - | $ | 169,000 | $ | 169,000 | ||||||
Accrued interest on Cato Holding Company note converted to note payable
|
$ | - | $ | 90,800 | $ | 90,800 | ||||||
Accounts payable settled in December 2011 and May/June 2012 warrant exercises
|
$ | 12,500 | $ | 267,600 | $ | 280,100 | ||||||
Insurance premiums settled by issuing note payable
|
$ | 110,100 | $ | 88,500 | $ | 198,600 | ||||||
Conversion of accrued interest and fees on February 2012 Notes into 2012
|
||||||||||||
Private Placement Units
|
$ | 92,900 | $ | - | $ | 92,900 | ||||||
Accrued interest on July and August 2012 Notes to Platinum converted into
|
||||||||||||
Exchange Note
|
$ | 22,600 | $ | - | $ | 22,600 | ||||||
Accounts payable settled by issuance of stock or notes payable and stock
|
$ | 104,900 | $ | - | $ | 104,900 | ||||||
Accounts payable converted into 2012 Private Placement Units
|
$ | 50,000 | $ | - | $ | 50,000 | ||||||
Recognition of warrant liability upon issuance to Platinum of October 2012
|
||||||||||||
Exchange Note and October 2012, February 2013 and March 2013
|
||||||||||||
Investment Notes
|
$ | 1,690,000 | $ | - | $ | 1,690,000 | ||||||
Recognition of warrant liability for potential issuance to Platinum of Series A
|
||||||||||||
Exchange Warrant under the terms of the October 2012 Agreement
|
$ | 3,068,200 | $ | - | $ | 3,068,200 |
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
credit
|
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 and 2013
|
- | $ | - | $ | - | $ | - | $ | - | $ | - |
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, 2012
|
437,055 | $ | 400 | 18,704,267 | $ | 18,700 | $ | 52,539,500 | $ | (3,231,700 | ) | $ | (250,000 | ) | $ | (54,782,500 | ) | $ | (5,705,600 | ) | ||||||||||||||||
Share-based compensation expense
|
- | - | - | - | 1,241,300 | - | - | - | 1,241,300 | |||||||||||||||||||||||||||
Fair value of common stock issued for services
|
- | - | 400,000 | 400 | 339,600 | - | - | - | 340,000 | |||||||||||||||||||||||||||
Fair value of warrants issued for services
|
- | - | - | - | 106,200 | - | - | - | 106,200 | |||||||||||||||||||||||||||
Shares issued upon exercise of modified warrants
|
- | - | 549,056 | 500 | 274,000 | - | - | - | 274,500 | |||||||||||||||||||||||||||
Incremental fair value of modified warrants
|
- | - | - | - | 440,700 | - | - | - | 440,700 | |||||||||||||||||||||||||||
Fair value of warrants issued upon exercise of
|
||||||||||||||||||||||||||||||||||||
modified warrants
|
- | - | - | - | 35,900 | - | - | - | 35,900 | |||||||||||||||||||||||||||
Fair value of shares issued in settlement of
|
||||||||||||||||||||||||||||||||||||
accounts payable
|
- | - | 103,235 | 100 | 103,100 | - | - | - | 103,200 | |||||||||||||||||||||||||||
Common stock exchanged for Series A Preferred
under 2012 Exchange Agreement with Platinum
|
62,945 | 100 | - | - | 736,300 | (736,400 | ) | - | - | - | ||||||||||||||||||||||||||
Payment on note receivable from sale of stock
|
- | - | - | - | - | - | 66,900 | - | 66,900 | |||||||||||||||||||||||||||
Modification of note receivable from sale of stock
|
- | - | - | - | - | - | (26,000 | ) | - | (26,000 | ) | |||||||||||||||||||||||||
Incremental fair value of modified warrant and fair
|
||||||||||||||||||||||||||||||||||||
value of warrant issued in connection with
|
||||||||||||||||||||||||||||||||||||
Morrison & Foerster note payable restructuring
|
- | - | - | - | 998,500 | - | - | - | 998,500 | |||||||||||||||||||||||||||
Fair value of warrant issued
to Cato Holding Company
|
||||||||||||||||||||||||||||||||||||
in connection with note payable restructure
|
- | - | - | - | 120,500 | - | - | - | 120,500 | |||||||||||||||||||||||||||
Fair value of warrant issued to Cato Research, Ltd. in connection
|
||||||||||||||||||||||||||||||||||||
with accounts payable restructure
|
- | - | - | - | 486,200 | - | - | - | 486,200 | |||||||||||||||||||||||||||
Fair value of warrant issued to University Health Network
|
||||||||||||||||||||||||||||||||||||
in connection with accounts payable restructure
|
- | - | - | - | 264,800 | - | - | - | 264,800 | |||||||||||||||||||||||||||
Fair value of warrants issued
to Morrison & Foerster,
|
||||||||||||||||||||||||||||||||||||
Cato Research Ltd. and
University Health Network
|
||||||||||||||||||||||||||||||||||||
in connection with accrued interest on underlying notes
|
- | - | - | - | 49,400 | - | - | - | 49,400 | |||||||||||||||||||||||||||
Sale of Units in Winter 2012 Private Placement, net
|
- | - | 2,366,330 | 2,400 | 1,246,600 | - | - | - | 1,249,000 | |||||||||||||||||||||||||||
Exchange of February 2012 convertible notes for Units
|
- | - | 1,357,281 | 1,400 | 1,214,200 | - | - | - | 1,215,600 | |||||||||||||||||||||||||||
Fair value of warrants issued
to banker in connection with
|
||||||||||||||||||||||||||||||||||||
exchange of February 2012 convertible notes
|
- | - | - | - | 28,200 | - | - | - | 28,200 | |||||||||||||||||||||||||||
Premium of fair value over face
value of Exchange Note
|
||||||||||||||||||||||||||||||||||||
issued to Platinum
|
- | - | - | - | 1,083,200 | - | - | - | 1,083,200 | |||||||||||||||||||||||||||
Fair value of Series A Exchange
Warrant issuable to
|
||||||||||||||||||||||||||||||||||||
Platinum recorded as a Warrant Liability
|
- | - | - | - | (3,068,200 | ) | - | - | - | (3,068,200 | ) | |||||||||||||||||||||||||
Proceeds allocated to beneficial conversion feature of
|
||||||||||||||||||||||||||||||||||||
Investment Notes issued to
Platinum in October 2012,
|
||||||||||||||||||||||||||||||||||||
February 2013 and March 2013
|
- | - | - | - | 958,500 | - | - | - | 958,500 | |||||||||||||||||||||||||||
Incremental fair value of warrant modifications in
|
||||||||||||||||||||||||||||||||||||
February 2013
|
- | - | - | - | 67,500 | - | - | - | 67,500 | |||||||||||||||||||||||||||
Net loss for fiscal year 2013
|
- | - | - | - | - | - | - | (12,886,700 | ) | (12,886,700 | ) | |||||||||||||||||||||||||
Balances at March 31, 2013
|
500,000 | $ | 500 | 23,480,169 | $ | 23,500 | $ | 59,266,000 | $ | (3,968,100 | ) | $ | (209,100 | ) | $ | (67,669,200 | ) | $ | (12,556,400 | ) |
● | VistaGen California sold 2,216,106 Units, consisting of one share of VistaGen California restricted common stock and a three-year warrant to purchase one-fourth (1/4) of one share of VistaGen California restricted 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 $3,878,200, including $2,369,200 in cash (the “ 2011 Private Placement ”). See Note 9, Capital Stock , for a further description; |
● | Holders of certain promissory notes issued by VistaGen California from 2006 through 2010 converted 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 California's then-outstanding 2,884,655 shares of restricted preferred stock converted all of their preferred shares into 2,884,655 shares of VistaGen California restricted common stock. See Note 9, Capital Stock . |
● | Each of VistaGen California's pre-Merger directors was appointed as a director of Excaliber; |
● | The pre-Merger directors and officers of Excaliber resigned as officers and directors of Excaliber; |
● | Each of VistaGen California’s pre-Merger officers was appointed an officer of like tenor of Excalber; |
● | The post-Merger directors of Excaliber (consisting of the pre-Merger directors of VistaGen California) approved a two-for-one (2:1) forward stock split of Excaliber’s common stock; |
● | The post-Merger directors of Excaliber 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 ); |
● | Excaliber’s name was changed to “VistaGen Therapeutics, Inc.”; |
● | VistaGen’s common stock began trading on the OTC Bulletin Board under the symbol “VSTA” effective on June 21, 2011; and |
● | VistaGen adopted VistaGen California's fiscal year-end of March 31 st . |
•
|
Collaborative arrangements typically consist of non-refundable and/or exclusive up front 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, development and/or regulatory milestone payments 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, and, in the case of development and/or regulatory milestone payments, when the applicable event triggering such a payment has occurred. |
•
|
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. |
March 31,
|
||||||||
2013
|
2012
|
|||||||
Series A preferred stock issued and outstanding
(1)
|
15,000,000 | 4,370,550 | ||||||
Common stock warants issuable to Platinum upon exchange of Series A preferred stock under the terms of the October 11, 2012 Note Purchase and Exchange Agreement
|
7,500,000 | - | ||||||
Outstanding options under the 2008 and 1999 Stock Incentive Plans
|
4,912,604 | 4,805,771 | ||||||
Outstanding warrants to purchase common stock
|
14,660,335 | 4,126,589 | ||||||
10% convertible Exchange Note and Investment Notes issued to Platinum in October 2012, February 2013 and March 2013, including accrued interest through March 31, 2013
(2)
|
6,775,682 | - | ||||||
Total
|
48,848,621 | 13,302,910 |
(1)
at March 31, 2013, assumes exchange under the terms of the October 11, 2012 Note Exchange and Purchase Agreement with Platinum
|
||||
(2)
assumes conversion under the terms of the October 11, 2012 Note Exchange and Purchase Agreement with Platinum and the terms of the individual notes
|
•
|
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, 2013:
|
||||||||||||||||
Warrant liability
|
$ | 6,394,000 | $ | - | $ | - | $ | 6,394,000 | ||||||||
March 31, 2012:
|
||||||||||||||||
Put option and note term extension
option liabilities
|
$ | - | $ | - | $ | - | $ | - | ||||||||
Warrant liability
|
$ | - | $ | - | $ | - | $ | - |
|
Fair Value Measurements Using Significant
|
|||||||||||
|
Unobservable Inputs (Level 3)
|
|||||||||||
|
Put Option and
|
|
|
|||||||||
|
Note Term Extension
|
Warrant
|
|
|||||||||
|
Liabilities
|
Liability
|
Total
|
|||||||||
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 Original Platinum Notes upon Merger
|
(161,800 | ) | - | (161,800 | ) | |||||||
Reclassification of remaining warrant liability to equity upon Merger
|
- | (424,100 | ) | (424,100 | ) | |||||||
Balance at March 31, 2012
|
$ | - | $ | - | $ | - | ||||||
Recognition of warrant liability upon issuance of Exchange and Investment Warrants
|
||||||||||||
to Platinum under October 2012 Agreement
|
- | 1,690,000 | 1,690,000 | |||||||||
Recognition of warrant liability in connection with Series A Exchange Warrant
|
||||||||||||
potentially issuable to Platinum under October 2012 Agreement
|
- | 3,068,200 | 3,068,200 | |||||||||
Mark to market loss included in net loss
|
- | 1,635,800 | 1,635,800 | |||||||||
Balance at March 31, 2013
|
$ | - | $ | 6,394,000 | $ | 6,394,000 |
March 31,
|
||||||||
2013
|
2012
|
|||||||
Laboratory equipment
|
$ | 649,500 | $ | 515,800 | ||||
Computers and network equipment
|
12,900 | 12,900 | ||||||
Office furniture and equipment
|
69,600 | 75,600 | ||||||
732,000 | 604,300 | |||||||
Accumulated depreciation and amortization
|
(551,300 | ) | (529,800 | ) | ||||
Property and equipment, net
|
$ | 180,700 | $ | 74,500 |
March 31,
|
March 31,
|
|||||||
2013
|
2012
|
|||||||
Accrued professional services
|
$ | 67,800 | $ | 107,400 | ||||
Accrued research and development expenses
|
- | 237,500 | ||||||
Accrued vacation pay and other compensation
|
219,300 | 229,900 | ||||||
Accrued placement agent fees
|
- | 50,000 | ||||||
Accrued royalties and license fees
|
25,000 | 5,000 | ||||||
All other
|
30,800 | 27,500 | ||||||
$ | 342,900 | $ | 657,300 |
|
March 31, 2013
|
March 31, 2012
|
||||||||||||||||||||||
|
Principal
|
Accrued
|
Principal
|
Accrued
|
||||||||||||||||||||
Balance
|
Interest
|
Total
|
Balance
|
Interest
|
Total
|
|||||||||||||||||||
Senior Secured 10% Convertible Promissory Notes
|
||||||||||||||||||||||||
issued to Platinum:
|
||||||||||||||||||||||||
Exchange Note issued on October 11, 2012
|
$ | 1,272,600 | $ | 61,700 | $ | 1,334,300 | $ | - | $ | - | $ | - | ||||||||||||
Investment Note issued on October 11, 2012
|
500,000 | 24,200 | 524,200 | - | - | - | ||||||||||||||||||
Investment Note issued on October 19, 2012
|
500,000 | 23,000 | 523,000 | - | - | - | ||||||||||||||||||
Investment Note issued on February 22, 2013
|
250,000 | 2,600 | 252,600 | - | - | - | ||||||||||||||||||
Investment Note issued on March 12, 2013
|
750,000 | 4,700 | 754,700 | - | - | - | ||||||||||||||||||
3,272,600 | 116,200 | 3,388,800 | - | - | - | |||||||||||||||||||
Aggregate note discount
|
(1,963,100 | ) | - | (1,963,100 | ) | - | - | - | ||||||||||||||||
Total Senior notes (non-current)
|
$ | 1,309,500 | $ | 116,200 | $ | 1,425,700 | $ | - | $ | - | $ | - | ||||||||||||
Convertible Promissory Notes:
|
||||||||||||||||||||||||
February 2012 12% convertible promissory notes
|
$ | - | $ | - | $ | - | $ | 500,000 | $ | 5,300 | $ | 505,300 | ||||||||||||
Note discount
|
- | - | - | (499,300 | ) | - | (499,300 | ) | ||||||||||||||||
Total 12% convertible notes, net (non-current)
|
$ | - | $ | - | $ | - | $ | 700 | $ | 5,300 | $ | 6,000 | ||||||||||||
Notes Payable to unrelated parties:
|
||||||||||||||||||||||||
7.0% Notes payable (April 2011)
|
$ | - | $ | - | $ | - | $ | 63,800 | $ | 400 | $ | 64,200 | ||||||||||||
7.0% Notes payable (August 2012)
|
59,400 | - | 59,400 | - | - | - | ||||||||||||||||||
59,400 | $ | - | $ | 59,400 | 63,800 | $ | 400 | $ | 64,200 | |||||||||||||||
less: current portion
|
(8,100 | ) | - | (8,100 | ) | (63,800 | ) | (400 | ) | (64,200 | ) | |||||||||||||
7.0% Notes payable - non-current portion
|
$ | 51,300 | $ | - | $ | 51,300 | $ | - | $ | - | $ | - | ||||||||||||
7.5% Notes payable to service providers for
|
||||||||||||||||||||||||
accounts payable converted to notes payable:
|
||||||||||||||||||||||||
Burr, Pilger, Mayer
|
$ | 90,400 | $ | - | $ | 90,400 | $ | 93,400 | $ | 1,100 | $ | 94,500 | ||||||||||||
Desjardins
|
194,100 | 800 | 194,900 | 224,300 | 2,800 | 227,100 | ||||||||||||||||||
McCarthy Tetrault
|
403,100 | 1,700 | 404,800 | 459,400 | 5,700 | 465,100 | ||||||||||||||||||
May 2011 Morrison Foerster
|
- | - | - | 2,420,100 | 37,900 | 2,458,000 | ||||||||||||||||||
August 2012 Morrison & Foerster Note A
|
937,400 | - | 937,400 | - | - | - | ||||||||||||||||||
August 2012 Morrison & Foerster Note B, payable solely in restricted shares of the Company's common stock
(1)
|
1,379,400 | 60,100 | 1,439,500 | - | - | - | ||||||||||||||||||
University Health Network, payable solely in restricted shares of the Company's common stock
(1)
|
549,500 | 19,400 | 568,900 | - | - | - | ||||||||||||||||||
3,553,900 | 82,000 | 3,635,900 | 3,197,200 | 47,500 | 3,244,700 | |||||||||||||||||||
Note discount
|
(1,142,600 | ) | - | (1,142,600 | ) | (228,900 | ) | - | (228,900 | ) | ||||||||||||||
2,411,300 | 82,000 | 2,493,300 | 2,968,300 | 47,500 | 3,015,800 | |||||||||||||||||||
less: current portion
|
(450,300 | ) | (2,500 | ) | (452,800 | ) | (367,700 | ) | - | (367,700 | ) | |||||||||||||
non-current portion and discount
|
$ | 1,961,000 | $ | 79,500 | $ | 2,040,500 | $ | 2,600,600 | $ | 47,500 | $ | 2,648,100 | ||||||||||||
5.8% and 8% Notes payable to insurance
|
||||||||||||||||||||||||
premium financing company (current)
|
$ | 4,200 | $ | - | $ | 4,200 | $ | 4,600 | $ | - | $ | 4,600 | ||||||||||||
10% Notes payable to vendors for accounts
|
||||||||||||||||||||||||
payable converted to notes payable
|
$ | 128,800 | $ | 23,300 | $ | 152,100 | $ | 165,400 | $ | 16,800 | $ | 182,200 | ||||||||||||
less: current portion
|
(128,800 | ) | (23,300 | ) | (152,100 | ) | (146,000 | ) | - | (146,000 | ) | |||||||||||||
non-current portion
|
$ | - | $ | - | $ | - | $ | 19,400 | $ | 16,800 | $ | 36,200 | ||||||||||||
Total notes payable to unrelated parties
|
$ | 2,603,700 | $ | 105,300 | $ | 2,709,000 | $ | 3,202,100 | $ | 64,700 | $ | 3,266,800 | ||||||||||||
less: current portion
|
(591,400 | ) | (25,800 | ) | (617,200 | ) | (582,100 | ) | (400 | ) | (582,500 | ) | ||||||||||||
non-current portion and discount
|
$ | 2,012,300 | $ | 79,500 | $ | 2,091,800 | $ | 2,620,000 | $ | 64,300 | $ | 2,684,300 | ||||||||||||
Notes payable to related parties:
|
||||||||||||||||||||||||
April 2011 7 % Note to Cato Holding Co.
|
$ | - | $ | - | $ | - | $ | 293,300 | $ | 6,900 | $ | 300,200 | ||||||||||||
October 2012 7.5% Note to Cato Holding Co.
|
293,600 | 7,400 | 301,000 | - | - | - | ||||||||||||||||||
October 2012 7.5% Note to Cato Research Ltd., payable solely in restricted shares of the Company's common stock
(1)
|
1,009,000 | 36,200 | 1,045,200 | - | - | - | ||||||||||||||||||
1,302,600 | 43,600 | 1,346,200 | 293,300 | 6,900 | 300,200 | |||||||||||||||||||
Note discount
|
(147,200 | ) | - | (147,200 | ) | (24,300 | ) | - | (24,300 | ) | ||||||||||||||
Total notes payable to related parties
|
1,155,400 | 43,600 | 1,199,000 | 269,000 | 6,900 | 275,900 | ||||||||||||||||||
less: current portion
|
(85,600 | ) | (7,400 | ) | (93,000 | ) | (168,200 | ) | - | (168,200 | ) | |||||||||||||
non-current portion and discount
|
$ | 1,069,800 | $ | 36,200 | $ | 1,106,000 | $ | 100,800 | $ | 6,900 | $ | 107,700 |
Exchange
|
Investment Warrants Issued on:
|
|||||||||||||||||||
Warrant
|
10/11/2012
|
10/19/2012
|
2/22/2013
|
3/12/2013
|
||||||||||||||||
Market price of common stock
|
$ | 0.75 | $ | 0.75 | $ | 0.75 | $ | 0.60 | $ | 0.80 | ||||||||||
Exercise price
|
$ | 1.50 | $ | 1.50 | $ | 1.50 | $ | 1.50 | $ | 1.50 | ||||||||||
Risk-free interest rate
|
0.67 | % | 0.67 | % | 0.67 | % | 0.84 | % | 0.88 | % | ||||||||||
Volatility
|
85.0 | % | 85.0 | % | 85.0 | % | 85.0 | % | 85.0 | % | ||||||||||
Term (years)
|
5.0 | 5.0 | 5.0 | 5.0 | 5.0 | |||||||||||||||
Dividend rate
|
0 | % | 0 | % | 0 | % | 0 | % | 0 | % | ||||||||||
Fair value per share
|
$ | 0.53 | $ | 0.53 | $ | 0.53 | $ | 0.39 | $ | 0.52 | ||||||||||
Number of shares
|
1,272,577 | 500,000 | 500,000 | 250,000 | 750,000 | |||||||||||||||
Fair value at date of issuance
|
$ | 672,000 | $ | 264,000 | $ | 264,000 | $ | 97,000 | $ | 393,000 |
Inception Date Carrying Value of
|
||||||||||||||||||||
Exchange
|
Investment Notes Issued on:
|
|||||||||||||||||||
Note
|
10/11/2012
|
10/19/2012
|
2/22/2013
|
3/12/2013
|
||||||||||||||||
Face value
|
$ | 1,272,600 | $ | 500,000 | $ | 500,000 | $ | 250,000 | $ | 750,000 | ||||||||||
Discount attributable to:
|
||||||||||||||||||||
Fair value of warrant
|
- | (264,000 | ) | (264,000 | ) | (97,000 | ) | (393,000 | ) | |||||||||||
Beneficial conversion feature
|
- | (231,000 | ) | (231,000 | ) | (147,000 | ) | (349,500 | ) | |||||||||||
Inception date carrying value
|
$ | 1,272,600 | $ | 5,000 | $ | 5,000 | $ | 6,000 | $ | 7,500 | ||||||||||
Effective Interest Rate
|
10.00 | % | 159.05 | % | 159.05 | % | 127.27 | % | 159.05 | % |
Assumption:
|
Pre-modification
|
Post-modification
|
||||||
Market price per share
|
$
|
0.94
|
$
|
0.94
|
||||
Exercise price per share
|
$
|
2.00
|
$
|
2.00
|
||||
Risk-free interest rate
|
0.25
|
%
|
0.60
|
% | ||||
Expected term in years
|
2.33
|
5.04
|
||||||
Volatility
|
77.9
|
% |
88.8
|
% | ||||
Dividend rate
|
0.0
|
% |
0.0
|
% | ||||
Weighted Average Fair Value per share
|
$
|
0.24
|
$
|
0.52
|
·
|
issued 965,734 restricted shares of its common stock and received cash proceeds of $1,106,100;
|
·
|
issued 29,426 restricted 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 restricted 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 in 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 (weighted average)
|
$
|
1.95
|
$
|
1.95
|
||||
Exercise price per share (weighted average)
|
$
|
2.75
|
$
|
0.50
|
||||
Risk-free interest rate (weighted average)
|
0.29%
|
0.06%
|
||||||
Expected term in years (weighted average)
|
1.93
|
0.12
|
||||||
Volatility (weighted average)
|
78.0%
|
85.7%
|
||||||
Dividend rate
|
0.0%
|
0.0%
|
||||||
Weighted Average Fair Value per share
|
$
|
0.64
|
$
|
1.45
|
Assumption:
|
Pre-modification
|
Post-modification
|
||||||
Market price per share (weighted average)
|
$
|
0.60
|
$
|
0.60
|
||||
Exercise price per share (weighted average)
|
$
|
2.51
|
$
|
1.50
|
||||
Risk-free interest rate (weighted average)
|
0.21%
|
0.21%
|
||||||
Expected term in years (weighted average)
|
1.38
|
1.38
|
||||||
Volatility (weighted average)
|
80.8%
|
80.8%
|
||||||
Dividend rate
|
0.0%
|
0.0%
|
||||||
Weighted Average Fair Value per share
|
$
|
0.03
|
$
|
0.07
|
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 in 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 in 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,
|
March 31,
|
|||||||
Price
|
Date
|
2013
|
2012
|
|||||||
$0.64 |
3/3/2023
|
3,000,000 | - | |||||||
$0.88 |
5/11/2014
|
15,428 | 314,328 | |||||||
$1.00 |
9/15/2017 to 9/30/2017
|
3,053,573 | 1,500 | |||||||
$1.125 |
12/28/2012
|
- | 97,679 | |||||||
$1.25 |
5/11/2014 to 12/31/2014
|
120,280 | 120,280 | |||||||
$1.50 |
12/31/2012 to 3/14/2018
|
7,460,816 | 375,000 | |||||||
$1.75 |
12/31/2013
|
349,235 | 643,184 | |||||||
$2.00 |
8/3/2013 to 9/15/2017
|
425,000 | 609,000 | |||||||
$2.50 |
5/11/2014
|
42,443 | 617,394 | |||||||
$2.625 |
12/31/2013
|
68,560 | 588,200 | |||||||
$2.75 |
2/28/2017
|
- | 272,724 | |||||||
$3.00 |
5/11/2015 to 2/13/2016
|
125,000 | 430,000 | |||||||
$6.00 |
6/28/2012 to 12/31/2013
|
- | 57,300 | |||||||
14,660,335 | 4,126,589 |
Upon exchange of all shares of Series A Preferred Stock currently issued and outstanding
(1)
|
15,000,000 | |||
Warrant shares issuable to Platinum upon exercise of common stock warrant upon exchange of Series A preferred stock under the terms of the October 11, 2012 Note Purchase and Exchange Agreement
|
7,500,000 | |||
110% of shares issuable upon conversion of 10% convertible Exchange Note and Investment Notes issued to Platinum in October 2012, February 2013 and March 2013, including interest accrued through maturity
(2)
|
9,747,422 | |||
Pursuant to warrants to purchase common stock:
|
||||
Subject to outstanding warrants
|
14,660,335 | |||
Issuable pursuant to accrued interest through maturity on outstanding promissory notes
|
||||
issued to Morrison & Foerster, Cato Research Ltd., and University Health Network
|
1,196,427 | |||
15,856,762 | ||||
Pursuant to stock incentive plans:
|
||||
Subject to outstanding options under the 2008 and 1999 Stock Incentive Plans
|
4,912,604 | |||
Available for future grants
|
257,867 | |||
5,170,471 | ||||
Upon sales of additional Units pursuant to the 2012 Private Placement of Units
|
15,414,583 | |||
Total
|
68,689,238 |
(1)
assumes exchange under the terms of the October 11, 2012 Note Exchange and Purchase Agreement with Platinum
|
|
(2)
assumes conversion under the terms of the October 11, 2012 Note Exchange and Purchase Agreement with Platinum and the terms of the individual notes
|
Fiscal Years Ended March 31,
|
||||||||
2013
|
2012
|
|||||||
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,
|
||||||||
2013
|
2012
|
|||||||
Deferred tax assets:
|
||||||||
Net operating loss carryovers
|
$ | 19,010 | $ | 16,191 | ||||
Basis differences in fixed assets
|
9 | 13 | ||||||
Accruals and reserves
|
8 | 9 | ||||||
Total deferred tax assets
|
19,027 | 16,213 | ||||||
Valuation allowance
|
(19,027 | ) | (16,213 | ) | ||||
Net deferred tax assets
|
$ | - | $ | - |
Fiscal Years Ended March 31,
|
||||||||
2013
|
2012
|
|||||||
Research and development expense:
|
||||||||
related to stock option grants
|
$ | 242,300 | $ | 477,400 | ||||
related to warrant grants to officers and directors
|
267,500 | - | ||||||
509,800 | 477,400 | |||||||
General and administrative expense:
|
||||||||
related to stock option grants
|
196,600 | 1,113,900 | ||||||
related to warrant grants to officers and directors
|
534,900 | - | ||||||
731,500 | 1,113,900 | |||||||
Total share-based compensation expense
|
$ | 1,241,300 | $ | 1,591,300 |
Fiscal Years Ended March 31,
|
||||||||
2013
|
2012
|
|||||||
Exercise price
|
$0.51 and $0.75
|
$ | 1.75 to $2.99 | |||||
Market price on date of grant
|
$0.51 and $0.71
|
$ | 1.75 to $2.99 | |||||
Risk-free interest rate
|
0.895% to 1.74%
|
1.19% to 3.39%
|
||||||
Expected term (years)
|
6.25 to 10.0
|
6.25 to 10.0
|
||||||
Volatility
|
82.9% to 85.4%
|
78.9% to 91.3%
|
||||||
Expected dividend yield
|
0% | 0% | ||||||
Fair value per share at grant date
|
$ | 0.36 to $0.59 | $ | 1.08 to $2.48 |
Fiscal Years Ended March 31,
|
||||||||||||||||
2013
|
2012
|
|||||||||||||||
Weighted
|
Weighted
|
|||||||||||||||
Average
|
Average
|
|||||||||||||||
Number of
|
Exercise
|
Number of
|
Exercise
|
|||||||||||||
Shares
|
Price
|
Shares
|
Price
|
|||||||||||||
Options outstanding at beginning of period
|
4,805,771 | $ | 1.53 | 3,949,153 | $ | 1.42 | ||||||||||
Options granted
|
1,075,550 | $ | 0.72 | 1,020,000 | $ | 1.88 | ||||||||||
Options exercised
|
- | $ | - | (113,979 | ) | $ | 0.88 | |||||||||
Options cancelled
|
(870,550 | ) | $ | 1.72 | - | $ | - | |||||||||
Options forfeited
|
(29,167 | ) | $ | 1.75 | (30,000 | ) | $ | 1.75 | ||||||||
Options expired
|
(69,000 | ) | $ | 1.34 | (19,403 | ) | $ | 0.80 | ||||||||
Options outstanding at end of period
|
4,912,604 | $ | 1.32 | 4,805,771 | $ | 1.53 | ||||||||||
Options exercisable at end of period
|
4,227,436 | $ | 1.35 | 3,740,135 | $ | 1.45 | ||||||||||
Weighted average grant-date fair value of
|
||||||||||||||||
options granted during the period
|
$ | 0.52 | $ | 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
|
|||||||||||||||||
$ | 0.51 - $0.72 | 267,540 | 7.05 | $ | 0.60 | 112,540 | $ | 0.72 | ||||||||||||||
$ | 0.75 | 920,550 | 9.58 | $ | 0.75 | 670,494 | $ | 0.75 | ||||||||||||||
$ | 0.80 - $1.13 | 455,776 | 3.83 | $ | 1.00 | 455,776 | $ | 1.00 | ||||||||||||||
$ | 1.50 | 2,413,250 | 6.68 | $ | 1.50 | 2,413,250 | $ | 1.50 | ||||||||||||||
$ | 1.65 - $1.925 | 695,833 | 5.99 | $ | 1.76 | 415,721 | $ | 1.74 | ||||||||||||||
$ | 2.10 - $2.99 | 159,655 | 5.08 | $ | 2.16 | 159,655 | $ | 2.16 | ||||||||||||||
4,912,604 | 6.83 | $ | 1.32 | 4,227,436 | $ | 1.35 |
March 31,
|
||||||||
2013
|
2012
|
|||||||
Leased laboratory and computer equipment
|
$ | 133,200 | $ | 139,700 | ||||
Accumulated amortization
|
(114,900 | ) | (119,200 | ) | ||||
$ | 18,300 | $ | 20,500 |
Equipment
|
||||
Fiscal Years Ending March 31,
|
Capital
Leases
|
|||
2014
|
$ | 8,600 | ||
2015
|
4,300 | |||
2016
|
1,200 | |||
2017
|
1,200 | |||
2018
|
100 | |||
Future minimum lease payments
|
15,400 | |||
Less imputed interest included in minimum lease payments
|
(1,700 | ) | ||
Present value of minimum lease payments
|
13,700 | |||
Less current portion
|
(7,600 | ) | ||
Non-current capital lease obligation
|
$ | 6,100 |
Fiscal Years Ending March 31,
|
Amount
|
|||
2014
|
$ | 684,200 | ||
2015
|
609,800 | |||
2016
|
541,700 | |||
2017
|
185,800 | |||
2018
|
18,000 | |||
Thereafter through October 2023
|
71,600 | |||
$ | 2,111,100 |
Fiscal Years Ending March 31,
|
Amount
|
|||
2014
|
$ | 121,100 | ||
2015
|
$ | 252,000 | ||
2016
|
$ | 265,100 | ||
2017
|
$ | 278,200 | ||
2018
|
$ | 70,400 |
Three Months Ended
|
Total Fiscal Year
2013
|
|||||||||||||||||||
June 30,
2012
|
September 30,
2012
|
December 31,
2012
|
March 31,
2013
|
|||||||||||||||||
Revenues:
|
||||||||||||||||||||
Grant revenue
|
$ | 200 | $ | — | $ | — | $ | — | $ | 200 | ||||||||||
Total revenues
|
200 | — | — | — | 200 | |||||||||||||||
Operating expenses:
|
||||||||||||||||||||
Research and development
|
866 | 1,106 | 1,120 | 339 | 3,431 | |||||||||||||||
General and administrative
|
1,055 | 576 | 799 | 1,132 | 3,562 | |||||||||||||||
Total operating expenses
|
1,921 | 1,682 | 1,919 | 1,471 | 6,993 | |||||||||||||||
Loss from operations
|
(1,721 | ) | (1,682 | ) | (1,919 | ) | (1,471 | ) | (6,793 | ) | ||||||||||
Other expenses, net:
|
||||||||||||||||||||
Interest expense, net
|
(103 | ) | (274 | ) | (235 | ) | (309 | ) | (921 | ) | ||||||||||
Change in put and note extension option and warrant liabilities
|
— | — | 358 | (1,994 | ) | (1,636 | ) | |||||||||||||
Loss on early extinguishment of debt
|
— | — | (3,537 | ) | (31 | ) | (3,568 | ) | ||||||||||||
Other income
|
— | — | - | 35 | 35 | |||||||||||||||
Loss before income taxes
|
(1,824 | ) | (1,956 | ) | (5,333 | ) | (3,770 | ) | (12,883 | ) | ||||||||||
Income taxes
|
(2 | ) | — | (2 | ) | — | (4 | ) | ||||||||||||
Net loss
|
(1,826 | ) | (1,956 | ) | (5,335 | ) | (3,770 | ) | (12,887 | ) | ||||||||||
Deemed dividend on Series A Preferred Stock
|
- | (10,193 | ) | (10,193 | ) | |||||||||||||||
Net loss attributable to common stockholders
|
$ | (1,826 | ) | $ | (1,956 | ) | $ | (15,528 | ) | $ | (3,770 | ) | $ | (23,080 | ) | |||||
Basic and diluted net loss per common share
|
$ | (0.11 | ) | $ | (0.11 | ) | $ | (0.85 | ) | $ | (0.19 | ) | $ | (1.27 | ) | |||||
Weighted average shares used in computing basic and diluted net loss per common share
|
16,842,655 | 17,094,833 | 18,292,301 | 20,236,491 | 18,108,444 |
Three Months Ended
|
Total Fiscal Year
2012
|
|||||||||||||||||||
June 30,
2011
|
September 30,
2011
|
December 31,
2011
|
March 31,
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 |
Name
|
Age
|
Position
|
||
Shawn K. Singh, J.D.
|
50
|
Chief Executive Officer and Director
|
||
H. Ralph Snodgrass, Ph.D.
|
63
|
President, Chief Scientific Officer and Director
|
||
Jerrold D. Dotson
|
59
|
Chief Financial Officer
|
||
Jon S. Saxe, J.D.
|
76
|
Director
|
||
Brian J. Underdown, PhD.
|
72
|
Director
|
(a) In the event of a vacancy or the establishment of a new directorship on the Board, candidate(s) for director nominee(s) shall be presented to the full Board for consideration and approval upon the recommendation of no less than a majority of the independent members of the Board (as independence is defined under any stock exchange rules that may be applicable to the Company at such time). | |
(b) We believe that the continuing service of qualified incumbents promotes stability and continuity in the boardroom, contributing to the Board's ability to work as a collective body, while giving us the benefit of the familiarity and insight into our affairs that our directors have accumulated during their tenure. Accordingly, the process for identifying nominees reflects our practice of re-nominating incumbent directors who continue to satisfy the criteria for membership on the Board, whom the independent members of the Board believe continue to make important contributions to the Board and who consent to continue their service on the Board. Consistent with this policy, in considering candidates for election at annual meetings of stockholders, the independent members of the Board will first determine the incumbent directors whose terms expire at the upcoming meeting and who wish to continue their service on the Board. | |
(c) The independent members of the Board will evaluate the qualifications and performance of the incumbent directors that desire to continue their service. In particular, as to each such incumbent director, the independent members of the Board will (i) consider if the director continues to satisfy the minimum qualifications for director candidates adopted by the independent members of the Board, (ii) review any assessments of the performance of the director during the preceding term made by the Board, and (iii) determine whether there exist any special, countervailing considerations against re-nomination of the director. |
(d) If the independent members of the Board determine that an incumbent director consenting to re-nomination continues to be qualified and has satisfactorily performed his or her duties as director during the preceding term, and there exist no reasons, including considerations relating to the composition and functional needs of the Board as a whole, why in the view of the independent members of the Board the incumbent should not be re-nominated, the independent members of the Board will, absent special circumstances, propose the incumbent director for reelection. | |
(e) The process by the independent members of the Board for identifying and evaluating nominees for director, including nominees recommended by a stockholder, involves (with or without the assistance of a retained search firm): |
·
|
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.
|
(f) In considering potential new directors, the independent members of the Board will review individuals from various disciplines and backgrounds. Among the qualifications to be considered in the selection of candidates are: |
·
|
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
($)
|
Bonus
($)
|
Option and Warrant
Awards
(4)
($)
|
All Other Compensation
($)
|
Total
($)
|
|||||||||||||||
Shawn K. Singh, J.D.
(1)
|
2013
|
201,646 | - | 802,411 | (5) | - | 1,004,057 | ||||||||||||||
Chief Executive Officer
|
2012
|
292,268 | - | 108,056 | (7) | 230,104 | (8) | 630,428 | |||||||||||||
H. Ralph Snodgrass, Ph.D.
(2)
|
2013
|
203,086 | - | 534,941 | (5) | - | 738,027 | ||||||||||||||
President, Chief Scientific Officer
|
2012
|
249,428 | - | 105,618 | (7) | 100,000 | (9) | 455,046 | |||||||||||||
Jerrold D. Dotson
(3)
|
2013
|
97,269 | - | 134,316 | (6) | 62,333 | (10) | 293,918 | |||||||||||||
Chief Financial Officer
|
2012
|
- | - | 108,535 | (7) | 71,293 | (10) | 179,828 |
(1)
|
Mr. Singh became VistaGen California’s Chief Executive Officer on August 20, 2009 and the Company’s Chief Executive Officer in May 2011, in connection with the Merger. In our fiscal years ended March 31, 2013 and 2012, Mr. Singh’s annual base cash salary, excluding potential cash bonus amounts, pursuant to his January 2010 employment agreement was contractually set at $347,500. However, to conserve cash for our operations during our fiscal years ended March 31, 2013 and 2012, Mr. Singh voluntarily reduced his base cash salary in each of such fiscal years to the amounts indicated. In addition, pursuant to his employment agreement, Mr. Singh is eligible to receive an annual incentive bonus of up to fifty percent (50%) of his base cash salary. However to conserve cash for our operations during our fiscal years ended March 31, 2013 and 2012, Mr. Singh voluntarily refrained from receiving any cash bonus from the Company.
|
(2)
|
Through August 20, 2009, Dr. Snodgrass served as VistaGen California’s President and Chief Executive Officer, at which time he became its President and Chief Scientific Officer. He became the Company’s President and Chief Scientific Officer in May 2011, in connection with the Merger. In our fiscal years ended March 31, 2013 and 2012, Dr. Snodgrass’ annual base cash salary, excluding potential cash bonus amounts, pursuant to his January 2010 employment agreement was contractually set at $305,000. However, to conserve cash for our operations during our fiscal years ended March 31, 2013 and 2012, Dr. Snodgrass voluntarily reduced his base cash salary in each of such fiscal years to the amounts indicated. In addition, pursuant to his employment agreement, Dr. Snodgrass is eligible to receive an annual incentive bonus of up to fifty percent (50%) of his base cash salary. However to conserve cash for our operations during our fiscal years ended March 31, 2013 and 2012, Dr. Snodgrass voluntarily refrained from receiving any cash bonus from the Company.
|
(3)
|
Mr. Dotson served as Chief Financial Officer on a part-time contract basis from September 19, 2011 through August 2012, at which time he became our employee.
|
(4)
|
The amounts in the Option and Warrant Awards column represent only the aggregate grant date fair value of options or warrants to purchase restricted shares of our common stock awarded to Mr. Singh, Dr. Snodgrass and Mr. Dotson during the fiscal year presented computed in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation – Stock Compensation ("
ASC 718
”). The amounts in this column do
not
represent any cash payments actually received by Mr. Singh, Dr. Snodgrass or Mr. Dotson with respect to any of such options or warrants to purchase restricted shares of our common stock awarded to them during the periods presented. To date, Mr. Singh, Dr. Snodgrass and Mr. Dotson have not exercised such options or warrants to purchase common stock, and there can be no assurance that any of them will ever realize any of the ASC 718 grant date fair value amounts presented in the Option and Warrant Awards column.
|
(5)
|
We used the Black Scholes Option Pricing Model and the following assumptions for determining the grant date fair value of the warrants to purchase shares of our common stock granted during the fiscal year ended March 31, 2013: |
Market price per share
|
$ | 0.64 | ||
Exercise price per share
|
$ | 0.64 | ||
Risk-free interest rate
|
1.86 | % | ||
Expected Term (years)
|
10.0 | |||
Volatility
|
84.73 | % | ||
Dividend rate
|
0.0 | % | ||
Grant date fair value per share
|
$ | 0.53 |
(6)
|
In October 2012, the Company modified the stock option award granted to Mr. Dotson in September 2011 to reduce the exercise price of the option from $2.58 per share to $0.75 per share and granted him a new stock option to purchase an additional 50,000 restricted shares of our common stock. We used the Black Scholes Option Pricing Model and the following assumptions to determine incremental fair value of the modified option and the grant date fair value of $0.51 per share for the new option: market price per share: $0.71; exercise price per share: $0.75; risk-free interest rate: 1.00%; expected term: 6.25 years; volatility 85.35%; dividend rate: 0%. The figure reported includes (i) the grant date fair value of the warrant granted to Mr. Dotson, determined in accordance with the assumptions described in note 5 above, $106,988; (ii) the fair value of the new option, $25,385; and (iii) the incremental fair value resulting from the modification of the September 2011 stock option grant, $1,943.
|
(7) | We used the Black Scholes Option Pricing Model and the following assumptions for determining the grant date fair value of the options to purchase shares of our common stock granted during the fiscal year ended March 31, 2012: |
Singh
|
Snodgrass
|
Dotson
|
|||||||
Market price per share
|
$1.58 | $1.58 | $2.58 | ||||||
Exercise price per share
|
$1.75 | $1.925 | $2.58 | ||||||
Risk-free interest rate
|
2.43% | 2.43% | 1.97% | ||||||
Expected Term (years)
|
6.25 | 6.25 | 10.0 | ||||||
Volatility
|
78.9% | 78.9% | 85.7% | ||||||
Dividend rate
|
0.0% | 0.0% | 0.0% | ||||||
Grant date fair value per share
|
$1.08 | $1.06 | $2.17 |
(8)
|
In December 2006, VistaGen California 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 restricted shares of VistaGen California’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 and 2013, the Company had accrued $101,936 as an estimate of the gross-up amount payable to Mr. Singh, but had not yet paid such amount to Mr. Singh.
|
(9)
|
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 restricted shares of our common stock at an exercise price of $0.88 per share.
|
(10)
|
Amounts shown represent cash compensation paid to Mr. Dotson under the terms of the consulting agreement between the Company and Mr. Dotson for the periods April 2012 through August 2012 and September 2011 through March 2012, respectively.
|
Stock Options
|
|||||||||
Name
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
|||||
Shawn K. Singh, J.D.
|
20,000
|
-
|
0.80
|
12/21/2016
|
|||||
40,000
|
-
|
0.72
|
5/17/2017
|
||||||
20,000
|
-
|
2.10
|
1/17/2018
|
||||||
20,000
|
-
|
2.10
|
1/17/2018
|
||||||
60,000
|
-
|
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
|
||||||
47,916
|
52,084
|
1.75
|
4/25/2021
|
||||||
-
|
1,500,000
|
(1)
|
0.64
|
3/3/2023
|
|||||
Total:
|
1,655,416
|
1,552,084
|
|||||||
H. Ralph Snodgrass, Ph.D.
|
50,000
|
-
|
1.13
|
3/24/2014
|
|||||
25,000
|
-
|
1.13
|
6/17/2014
|
||||||
150,000
|
-
|
1.65
|
11/4/2014
|
||||||
6,362
|
-
|
0.88
|
12/20/2016
|
||||||
250,000
|
-
|
1.50
|
12/30/2019
|
||||||
47,916
|
52,084
|
1.925
|
4/25/2021
|
||||||
-
|
1,000,000
|
(1)
|
0.64
|
3/3/2023
|
|||||
Total:
|
529,278
|
1,052,084
|
Jerrold D. Dotson
|
31,533
|
68,447
|
0.75
|
10/30/2022
|
|||||
-
|
200,000
|
(1)
|
0.64
|
3/3/2023
|
|||||
Total:
|
31,353
|
268,447
|
(1)
|
Represents warrant to purchase restricted shares of our common stock granted on March 3, 2013 at the market price of our common stock on the grant date. The warrant becomes exercisable for 50% of the shares on April 1, 2013, 25% of the shares on April 1, 2014 and 25% of the shares on April 1, 2015, provided that the warrant will become fully vested upon a change in control of the Company, as defined, or upon the consummation by the Company and a third party of a license or sale transaction involving at least one new drug rescue variant.
|
•
|
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
”).
|
•
|
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.
|
Name |
Fees Earned or
Paid in Cash
(1)
($)
|
Option and Warrant Awards (2) ($) |
Other
Compensation
($)
|
Total
($)
|
||||||||||||
Jon S. Saxe
(3)
|
14,000
|
80,241
|
-
|
94,241
|
||||||||||||
Gregory A. Bonfiglio, J.D.
(4)
|
9,000
|
-
|
-
|
9,000
|
||||||||||||
Brian J. Underdown, Ph.D.
(5)
|
12,000
|
80,241
|
-
|
92,241
|
(1)
|
With the exception of the amount shown for Mr. Bonfiglio, the amounts shown represent fees earned for service on our Board of Directors and Audit Committee during the fiscal year which we have accrued but have not paid to the director at March 31, 2013.
|
|
(2)
|
The amounts in this column represent the grant date fair value of a warrant to purchase 150,000 restricted shares of our common stock granted to each of our current independent directors on March 3, 2013, computed in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation – Stock Compensation ("
ASC 718
”). We used the Black Scholes Option Pricing Model and the assumptions identified in footnote 5 to the Summary Compensation Table earlier in this Item 11 to determine the $0.53 per share grant date fair value of the warrant awards. The amounts in this column, therefore, do
not
represent cash payments actually received by Mr. Saxe or Dr. Underdown with respect to the warrants awarded during the fiscal year. To date, Mr. Saxe and Dr. Underdown have not exercised such warrants, and there can be no assurance that either of them will ever realize any of the ASC 718 grant date fair value amounts presented.
|
|
(3)
|
Mr. Saxe has served as the Chairman of our Board of Directors and the Chairman of our Audit Committee throughout our fiscal year ended March 31, 2013. At March 31, 2013, Mr. Saxe holds: (i) 37,492 restricted shares of our common stock; (ii) options to purchase 264,750 restricted shares of our common stock, of which options to purchase 238,708 restricted shares are vested; and (iii) warrants to purchase 200,000 restricted shares of our common stock, of which 50,000 are exercisable.
|
|
(4)
|
Mr. Bonfiglio served as a member of our Board of Directors and a member of our Audit Committee until his resignation on January 6, 2013. At March 31, 2013, Mr. Bonfiglio owned vested options to purchase 175,833 restricted shares of our common stock, all of which expired on April 6, 2013 as a result of his resignation from the Board of Directors to pursue his venture capital duties on a full-time basis. Mr. Bonfiglio also holds a currently exercisable warrant to purchase 50,000 restricted shares of our common stock.
|
|
(5)
|
Dr. Underdown has served as a member of our Board of Directors and a member of our Audit Committee throughout our fiscal year ended March 31, 2013. At March 31, 2013, Dr. Underdown holds: (i) options to purchase 185,000 restricted shares of our common stock, of which options to purchase 158,958 restricted shares are vested; and (ii) warrants to purchase 200,000 restricted shares of our common stock, of which 50,000 are exercisable.
|
Name and Address |
Number of Shares
(1)
|
Percent of Class
|
||||
Shawn K. Singh, JD (2) |
2,834,059
|
11.91
|
% | |||
Chief Executive Officer and Director | ||||||
384 Oyster Point Blvd., No. 8 | ||||||
South San Francisco, CA 94080 | ||||||
2,244,163
|
10.06
|
%
|
||||
President, Chief Scientific Officer and Director
|
||||||
384 Oyster Point Blvd., No. 8
|
||||||
South San Francisco, CA 94080
|
||||||
Jerrold D. Dotson
(4)
|
159,418
|
*
|
||||
Principal Financial and Accounting Officer
|
||||||
384 Oyster Point Blvd., No. 8
|
||||||
South San Francisco, CA 94080
|
||||||
Jon S. Saxe
(5)
|
406,408
|
1.88
|
%
|
|||
Chairman of the Board of Directors
|
||||||
384 Oyster Point Blvd., No. 8
|
||||||
South San Francisco, CA 94080
|
||||||
Brian J. Underdown, Ph.D.
(6)
|
289,166
|
1.34
|
%
|
|||
Director
|
||||||
384 Oyster Point Blvd., No. 8
|
||||||
South San Francisco, CA 94080
|
||||||
Cato BioVentures
(7)
|
4,625,690
|
20.49
|
%
|
|||
4364 South Alston Avenue
|
||||||
Durham, NC 27713
|
||||||
Platinum Long Term Growth Fund VII, LLC
(8)
|
929,412
|
4.37
|
%
|
|||
152 W 57 St 54th Floor
|
||||||
New York, NY 10019
|
||||||
Morrison & Foerster LLP
(9)
|
2,090,256
|
9.03
|
%
|
|||
555 Market Street
|
||||||
San Francisco, CA 94105
|
||||||
University Health Network
(10)
|
1,717,251
|
7.86
|
%
|
|||
101 College St. Ste. 150
|
||||||
Toronto ON, Canada M5G 1L7
|
||||||
All Officers and Directors as a Group
|
5,933,214
|
23.13
|
%
|
|||
(7 persons)
(11)
|
(1)
|
This table is based upon information supplied by officers, directors and principal stockholders and Forms 3, Forms 4, and Schedule 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 stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. Applicable percentages are based on 21,265,967 shares of common stock outstanding on July 12, 2013.
|
(2)
|
Includes options to purchase 1,665,833 restricted shares of common stock exercisable within 60 days of July 12, 2013 and currently exercisable warrants to purchase 866,052 restricted shares of common stock.
|
(3)
|
Includes options to purchase 539,695 restricted shares of common stock exercisable within 60 days of July 12, 2013 and currently exercisable warrants to purchase 500,000 restricted shares of common stock.
|
(4)
|
Includes options to purchase 59,418 restricted shares of common stock exercisable within 60 days of July 12, 2013, including options to purchase 9,853 restricted shares of common stock held by Mr. Dotson’s wife, and currently exercisable warrants to purchase 100,000 restricted shares of common stock.
|
(5)
|
Includes options to purchase 243,916 restricted shares of common stock exercisable within 60 days of July 12, 2013 and currently exercisable warrants to purchase 125,000 restricted shares of common stock.
|
(6)
|
Includes options to purchase 164,166 restricted shares of common stock exercisable within 60 days of July 12, 2013 and currently exercisable warrants to purchase 125,000 restricted shares of common stock.
|
(7)
|
Based upon information contained in Form 4 filed on January 9, 2012. Includes currently exercisable warrants to purchase 1,314,854 restricted shares of common stock. Dr. Allen E. Cato, Ph.D., M.D. is deemed to have voting and investment authority over the shares held by Cato Holding Company.
|
(8)
|
Based upon information contained in Schedule 13G/A filed on February 15, 2013 reporting transactions through December 31, 2012, updated for transactions with Platinum occurring thereafter through July 12, 2013. The number of shares beneficially owned at July 12, 2013 includes 929,412 restricted shares of common stock owned by Platinum.
The number of shares beneficially owned excludes 15,000,000 restricted shares of common stock and a warrant to purchase 7,500,000 restricted shares of common stock that may currently be acquired by Platinum upon exchange of 500,000 restricted shares of our Series A Preferred Stock. Pursuant to that October 11, 2012 Note Exchange and Purchase Agreement by and between the Company and Platinum, there is a limitation on exchange such that the number of shares of common stock that may be acquired by Platinum upon exchange of the Series A Preferred Stock is limited to the extent necessary to ensure that, following such exchange, the total number of shares of common stock then beneficially owned by Platinum does not exceed 9.99% of the total number of our issued and outstanding shares of common stock without providing us with 61 days’ prior notice thereof.
Further, the number of shares beneficially owned also excludes 10,243,639 restricted shares of Common Stock that may be acquired by Platinum upon conversion of various Senior Secured Convertible Promissory Notes in the aggregate face amount of $3,272,577 (the “
Convertible Notes
”) plus accrued but unpaid interest or exercise of various common stock purchase warrants to purchase an aggregate of 3,272,577 restricted shares of common stock. Pursuant to the terms of the respective Convertible Notes and common stock purchase warrant agreements, there is a limitation on conversion of the Convertible Notes and exercise of the warrants such that the number of shares of common stock that Platinum may acquire upon such conversion or exercise is limited to the extent necessary to ensure that, following such conversion or exercise, the total number of shares of common stock then beneficially owned by Platinum does not exceed 4.99% or 9.99% of the total number of issued and outstanding shares of our common stock without providing us with 61 days’ prior notice thereof.
|
(9)
|
Includes currently exercisable warrants to purchase 1,890,256 restricted shares of common stock.
|
(10)
|
Includes currently exercisable warrants to purchase 579,196 restricted shares of common stock.
|
(11)
|
Includes options to purchase an aggregate of 2,673,028 restricted shares of common stock exercisable within 60 days of July 12, 2013, and currently exercisable warrants to purchase an aggregate of 1,716,052 restricted 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
|
4,442,133
|
$
|
1.33
|
257,687
|
||||||||
Equity compensation plans not approved by security holders
|
470,471
|
1.21
|
--
|
|||||||||
Total
|
4,912,604
|
$
|
1.32
|
257,687
|
Fiscal Years Ended March 31,
|
||||||||
2013
|
2012
|
|||||||
Audit fees
|
$ | 167,500 | $ | 152,500 | ||||
Audit-related fees
|
- | - | ||||||
Tax fees
|
18,747 | 15,000 | ||||||
All other fees
|
- | - | ||||||
Total fees
|
$ | 186,247 | $ | 167,500 |
|
Respectfully Submitted by:
|
|
MEMBERS OF THE AUDIT COMMITTEE
|
|
Jon S. Saxe, Audit Committee Chairman
|
|
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 in 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.
|
10.18 *
|
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 Therapeutics, Inc. 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. , incorporated by reference from the Company’s Annual Report on Form 10-K filed on July 2, 2012.
|
10.58
|
Exchange Agreement dated as of June 29, 2012 between Platinum Long Term Growth VII, LLC and VistaGen Therapeutics. Inc., incorporated by reference from the Company’s Annual Report on Form 10-K filed on July 2, 2012.
|
10.59
|
Secured Convertible Promissory Note, Dated as of July 2, 2012, issued to Platinum Long Term Growth VII, LLC., incorporated by reference from the Company’s Annual Report on Form 10-K filed on July 2, 2012.
|
10.60
|
Security Agreement between Platinum Long Term Growth VII, LLC and VistaGen Therapeutics. Inc., dated as of July 2, 2012, incorporated by reference from the Company’s Annual Report on Form 10-K filed on July 2, 2012.
|
10.61
|
Secured Convertible Promissory Note, Dated as of August 30, 2012, issued to Platinum Long Term Growth VII, LLC., incorporated by reference from the Company’s Current Report on Form 8-K filed on September 6, 2012.
|
10.62
|
Amendment to Security Agreement between Platinum Long Term Growth VII, LLC and VistaGen Therapeutics. Inc.as of August 30, 2012, incorporated by reference from the Company’s Current Report on Form 8-K filed on September 6, 2012.
|
10.63
|
Unsecured Promissory Note in the face amount of $1,000,000 issued to Morrison & Foerster LLP on August 31, 2012 (Replacement Note A), incorporated by reference from the Company’s Current Report on Form 8-K filed on September 6, 2012.
|
10.64
|
Unsecured Promissory Note in the face amount of $1,379,376 issued to Morrison & Foerster LLP on August 31, 2012 (Replacement Note B), incorporated by reference from the Company’s Current Report on Form 8-K filed on September 6, 2012.
|
10.65
|
Stock Purchase Warrant issued to Morrison & Foerster LLP on August 31, 2012 to purchase 1,379,376 shares of the Company’s common stock (New Morrison & Foerster Warrant), incorporated by reference from the Company’s Current Report on Form 8-K filed on September 6, 2012.
|
10.66
|
Warrant to Purchase Common Stock issued to Morrison & Foerster LLP on August 31, 2012 to purchase 425,000 shares of the Company’s common stock (Amended Morrison & Foerster Warrant), incorporated by reference from the Company’s Current Report on Form 8-K filed on September 6, 2012.
|
10.67
|
Note Exchange and Purchase Agreement dated as of October 11, 2012 by and between VistaGen Therapeutics, Inc. and Platinum Long Term Growth VII, LLP, incorporated by reference from the Company’s Current Report on Form 8-K filed on October 16, 2012.
|
10.68
|
Form of Senior Secured Convertible Promissory Note issued to Platinum Long Term Growth VII, LLP under the Note Exchange and Purchase Agreement, incorporated by reference from the Company’s Current Report on Form 8-K filed on October 16, 2012.
|
10.69
|
Form of Warrant to Purchase Shares of Common Stock issued to Platinum Long Term Growth VII, LLP under the Note Exchange and Purchase Agreement, incorporated by reference from the Company’s Current Report on Form 8-K filed on October 16, 2012.
|
10.70
|
Amended and Restated Security Agreement as of October 11, 2012 between VistaGen Therapeutics, Inc. and Platinum Long Term Growth VII, LLP, incorporated by reference from the Company’s Current Report on Form 8-K filed on October 16, 2012.
|
10.71
|
Intellectual Property Security and Stock Pledge Agreement as of October 11, 2012 between VistaGen California and Platinum Long Term Growth VII, LLP, incorporated by reference from the Company’s Current Report on Form 8-K filed on October 16, 2012.
|
10.72
|
Negative Covenant Agreement dated October 11, 2012 between VistaGen California, Artemis Neuroscience, Inc. and Platinum Long Term Growth VII, LLP, incorporated by reference from the Company’s Current Report on Form 8-K filed on October 16, 2012.
|
10.73
|
Amendment to Note Exchange and Purchase Agreement as of November 14, 2012 between VistaGen Therapeutics Inc. and Platinum Long Term Growth VII, LLP, incorporated by reference from the Company’s Current Report on Form 8-K filed on November 20, 2012.
|
10.74
|
Form of Note Exchange Agreement between VistaGen Therapeutics, Inc. and Holders of the Company’s Promissory Notes dated February 28, 2012, incorporated by reference from the Company’s Current Report on Form 8-K filed on November 20, 2012.
|
10.75
|
Amendment No. 2 to Note Exchange and Purchase Agreement as of January 31, 2013 between VistaGen Therapeutics Inc. and Platinum Long Term Growth VII, LLP, incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on February 14, 2013.
|
10.76
|
Amendment No. 3 to Note Exchange and Purchase Agreement as of February 22, 2013 between VistaGen Therapeutics Inc. and Platinum Long Term Growth VII, LLP, incorporated by reference from the Company’s Current Report on Form 8-K filed on February 28, 2013.
|
10.77
|
Form of Warrant to Purchase Common Stock issued to independent members of the Company’s Board of Directors and its executive officers on March 3, 2013, incorporated by reference from the Company’s Current Report on Form 8-K filed on March 6, 2013.
|
10.78
|
Securities Purchase Agreement between VistaGen Therapeutics, Inc., and Autilion AG dated April 8, 2013, incorporated by reference from the Company’s Current Report on Form 8-K filed on April 10, 2013.
|
10.79
|
Voting Agreement between VistaGen Therapeutics, Inc., and Autilion AG dated April 8, 2013, incorporated by reference from the Company’s Current Report on Form 8-K filed on April 10, 2013.
|
10.80
|
Note Conversion Agreement as of April 4, 2013 between VistaGen Therapeutics Inc. and Platinum Long Term Growth VII, LLP, incorporated by reference from the Company’s Current Report on Form 8-K filed on April 10, 2013.
|
10.81
|
Assignment and Assumption Agreement between Autilion AG and Bergamo Acquisition Corp. PTE LTD dated April 12, 2013.
|
10.82
|
Amendment No. 1 to Securities Purchase Agreement dated April 30, 2013 between VistaGen Therapeutics, Inc. and Bergamo Acquisition Corp. PTE LTD, incorporated by reference from the Company’s Current Report on Form 8-K filed on May 1, 2013.
|
10.83
|
Lease between Bayside Area Development, LLC and VistaGen Therapeutics, Inc. (California) dated April 24, 2013.
|
10.84
|
Indemnification Agreement effective May 20, 2013 between the Company and Jon S. Saxe.
|
10.85
|
Indemnification Agreement effective May 20, 2013 between the Company and Shawn K. Singh
|
10.86
|
Indemnification Agreement effective May 20, 2013 between the Company and H. Ralph Snodgrass.
|
10.87
|
Indemnification Agreement effective May 20, 2013 between the Company and Brian J. Underdown.
|
10.88
|
Indemnification Agreement effective May 20, 2013 between the Company and Jerrold D. Dotson.
|
10.89
|
Amendment and Waiver effective May 24, 2013 between the Company and Platinum Long Term Growth VII, LLC, incorporated by reference from the Company’s Current Report on Form 8-K filed on June 3, 2013.
|
10.90 | Amendment No. 2 to Securities Purchase Agreement dated June 27, 2013 between the Company and Autilion AG and Bergamo Acquisition Corp. PTE LTD, incorporated by reference from the Company's Current Report on Form 8-K filed on June 28, 2013. |
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 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
|
** Pursuant to Rule 406T of Regulation S-T, these interactive files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.
|
VistaGen Therapeutics, Inc.
|
||
By:
|
/s/
Shawn K. Singh
|
|
Shawn K. Singh, J.D.
Chief Executive Officer
|
Signature
|
|
Title
|
Date
|
|
/s/ Shawn K. Singh
Shawn K. Singh, JD
|
|
Chief Executive Officer, and Director
(Principal Executive Officer)
|
July 18, 2013
|
|
/s/ Jerrold D. Dotson
Jerrold D. Dotson
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
July 18, 2013
|
|
/s/ H. Ralph Snodgrass
H. Ralph Snodgrass, Ph.D
|
|
President, Chief Scientific Officer and Director
|
July 18, 2013
|
|
/s/ Jon S. Saxe
Jon S. Saxe
|
|
Chairman of the Board of Directors
|
July 18, 2013
|
|
/s/ Brian J. Underdown
Brian J. Underdown, Ph. D
|
|
Director
|
July 18, 2013
|
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 in 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.
|
10.18 *
|
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 Therapeutics, Inc. 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. , incorporated by reference from the Company’s Annual Report on Form 10-K filed on July 2, 2012.
|
10.58
|
Exchange Agreement dated as of June 29, 2012 between Platinum Long Term Growth VII, LLC and VistaGen Therapeutics. Inc., incorporated by reference from the Company’s Annual Report on Form 10-K filed on July 2, 2012.
|
10.59
|
Secured Convertible Promissory Note, Dated as of July 2, 2012, issued to Platinum Long Term Growth VII, LLC., incorporated by reference from the Company’s Annual Report on Form 10-K filed on July 2, 2012.
|
10.60
|
Security Agreement between Platinum Long Term Growth VII, LLC and VistaGen Therapeutics. Inc., dated as of July 2, 2012, incorporated by reference from the Company’s Annual Report on Form 10-K filed on July 2, 2012.
|
10.61
|
Secured Convertible Promissory Note, Dated as of August 30, 2012, issued to Platinum Long Term Growth VII, LLC., incorporated by reference from the Company’s Current Report on Form 8-K filed on September 6, 2012.
|
10.62
|
Amendment to Security Agreement between Platinum Long Term Growth VII, LLC and VistaGen Therapeutics. Inc.as of August 30, 2012, incorporated by reference from the Company’s Current Report on Form 8-K filed on September 6, 2012.
|
10.63
|
Unsecured Promissory Note in the face amount of $1,000,000 issued to Morrison & Foerster LLP on August 31, 2012 (Replacement Note A), incorporated by reference from the Company’s Current Report on Form 8-K filed on September 6, 2012.
|
10.64
|
Unsecured Promissory Note in the face amount of $1,379,376 issued to Morrison & Foerster LLP on August 31, 2012 (Replacement Note B), incorporated by reference from the Company’s Current Report on Form 8-K filed on September 6, 2012.
|
10.65
|
Stock Purchase Warrant issued to Morrison & Foerster LLP on August 31, 2012 to purchase 1,379,376 shares of the Company’s common stock (New Morrison & Foerster Warrant), incorporated by reference from the Company’s Current Report on Form 8-K filed on September 6, 2012.
|
10.66
|
Warrant to Purchase Common Stock issued to Morrison & Foerster LLP on August 31, 2012 to purchase 425,000 shares of the Company’s common stock (Amended Morrison & Foerster Warrant), incorporated by reference from the Company’s Current Report on Form 8-K filed on September 6, 2012.
|
10.67
|
Note Exchange and Purchase Agreement dated as of October 11, 2012 by and between VistaGen Therapeutics, Inc. and Platinum Long Term Growth VII, LLP, incorporated by reference from the Company’s Current Report on Form 8-K filed on October 16, 2012.
|
10.68
|
Form of Senior Secured Convertible Promissory Note issued to Platinum Long Term Growth VII, LLP under the Note Exchange and Purchase Agreement, incorporated by reference from the Company’s Current Report on Form 8-K filed on October 16, 2012.
|
10.69
|
Form of Warrant to Purchase Shares of Common Stock issued to Platinum Long Term Growth VII, LLP under the Note Exchange and Purchase Agreement, incorporated by reference from the Company’s Current Report on Form 8-K filed on October 16, 2012.
|
10.70
|
Amended and Restated Security Agreement as of October 11, 2012 between VistaGen Therapeutics, Inc. and Platinum Long Term Growth VII, LLP, incorporated by reference from the Company’s Current Report on Form 8-K filed on October 16, 2012.
|
10.71
|
Intellectual Property Security and Stock Pledge Agreement as of October 11, 2012 between VistaGen California and Platinum Long Term Growth VII, LLP, incorporated by reference from the Company’s Current Report on Form 8-K filed on October 16, 2012.
|
10.72
|
Negative Covenant Agreement dated October 11, 2012 between VistaGen California, Artemis Neuroscience, Inc. and Platinum Long Term Growth VII, LLP, incorporated by reference from the Company’s Current Report on Form 8-K filed on October 16, 2012.
|
10.73
|
Amendment to Note Exchange and Purchase Agreement as of November 14, 2012 between VistaGen Therapeutics Inc. and Platinum Long Term Growth VII, LLP, incorporated by reference from the Company’s Current Report on Form 8-K filed on November 20, 2012.
|
10.74
|
Form of Note Exchange Agreement between VistaGen Therapeutics, Inc. and Holders of the Company’s Promissory Notes dated February 28, 2012, incorporated by reference from the Company’s Current Report on Form 8-K filed on November 20, 2012.
|
10.75
|
Amendment No. 2 to Note Exchange and Purchase Agreement as of January 31, 2013 between VistaGen Therapeutics Inc. and Platinum Long Term Growth VII, LLP, incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on February 14, 2013.
|
10.76
|
Amendment No. 3 to Note Exchange and Purchase Agreement as of February 22, 2013 between VistaGen Therapeutics Inc. and Platinum Long Term Growth VII, LLP, incorporated by reference from the Company’s Current Report on Form 8-K filed on February 28, 2013.
|
10.77
|
Form of Warrant to Purchase Common Stock issued to independent members of the Company’s Board of Directors and its executive officers on March 3, 2013, incorporated by reference from the Company’s Current Report on Form 8-K filed on March 6, 2013.
|
10.78
|
Securities Purchase Agreement between VistaGen Therapeutics, Inc., and Autilion AG dated April 8, 2013, incorporated by reference from the Company’s Current Report on Form 8-K filed on April 10, 2013.
|
10.79
|
Voting Agreement between VistaGen Therapeutics, Inc., and Autilion AG dated April 8, 2013, incorporated by reference from the Company’s Current Report on Form 8-K filed on April 10, 2013.
|
10.80
|
Note Conversion Agreement as of April 4, 2013 between VistaGen Therapeutics Inc. and Platinum Long Term Growth VII, LLP, incorporated by reference from the Company’s Current Report on Form 8-K filed on April 10, 2013.
|
10.81
|
Assignment and Assumption Agreement between Autilion AG and Bergamo Acquisition Corp. PTE LTD dated April 12, 2013.
|
10.82
|
Amendment No. 1 to Securities Purchase Agreement dated April 30, 2013 between VistaGen Therapeutics, Inc. and Bergamo Acquisition Corp. PTE LTD, incorporated by reference from the Company’s Current Report on Form 8-K filed on May 1, 2013.
|
10.83
|
Lease between Bayside Area Development, LLC and VistaGen Therapeutics, Inc. (California) dated April 24, 2013.
|
10.84
|
Indemnification Agreement effective May 20, 2013 between the Company and Jon S. Saxe.
|
10.85
|
Indemnification Agreement effective May 20, 2013 between the Company and Shawn K. Singh
|
10.86
|
Indemnification Agreement effective May 20, 2013 between the Company and H. Ralph Snodgrass.
|
10.87
|
Indemnification Agreement effective May 20, 2013 between the Company and Brian J. Underdown.
|
10.88
|
Indemnification Agreement effective May 20, 2013 between the Company and Jerrold D. Dotson.
|
10.89
|
Amendment and Waiver effective May 24, 2013 between the Company and Platinum Long Term Growth VII, LLC, incorporated by reference from the Company’s Current Report on Form 8-K filed on June 3, 2013.
|
10.90 | Amendment No. 2 to Securities Purchase Agreement dated June 27, 2013 between the Company and Autilion AG and Bergamo Acquisition Corp. PTE LTD, incorporated by reference from the Company's Current Report on Form 8-K filed on June 28, 2013. |
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 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
|
** Pursuant to Rule 406T of Regulation S-T, these interactive files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.
|
1.
|
A
ss
i
g
n
m
en
t and Assumption
. Assignor hereby assigns to Assignee all of Assignor’s rights and obligations under the Underlying Agreements with respect to the Assigned Rights and Obligations, and Assignee hereby accepts the foregoing assignment and assumes all of the rights and obligations of Assignor under the Underlying Agreements with respect to the Assigned Rights and Obligations.
|
2.
|
E
ffe
c
ti
v
e
D
a
t
e
. The date on which the Assignment and Assumption Agreement is effective is April 11, 2013.
|
3.
|
S
ucces
s
ors
. All future transfers and assignments of the Assigned Rights and Obligations transferred and assigned hereby are subject to the transfer and assignment provisions of the Underlying Agreements. This Assignment and Assumption Agreement shall inure to the benefit of, and be binding upon, the permitted successors and assigns of the parties hereto.
|
4.
|
C
oun
t
e
rp
a
r
t
s
. This Assignment and Assumption Agreement may be executed in counterparts, each of which shall be an original, but all of which together constitute one and the same instrument.
|
ASSIGNOR: AUTILION AG | ASSIGNEE: BERGAMO ACQUISITION CORP PTE, LTD | |
By: /s/ Hillard Herzog | By: /s/ Hillard Herzog | |
Name: Hillard Herzog | Name: Hillard Herzog | |
Title: President | Title: President |
TERMS OF LEASE
|
DESCRIPTION
|
1. Date:
|
April 24, 2013
|
2. Premises
(
Article 1
).
|
|
2.1 Building:
|
333-353 Allerton Avenue
South San Francisco, California
Comprising 67,337 rentable square feet of space ("
RSF
") in the aggregate.
|
2.2 Premises:
|
Approximately 10,909 RSF consisting of
Suite 5
in the Building, with a street address of 343 Allerton Avenue, as further set forth in
Exhibit A
to the Lease.
|
3. Lease Term
(
A
rticle 2
).
|
|
3.1 Length of Term:
|
Forty eight (48) months.
|
3.2 Lease Commencement
Date:
|
The date that Landlord delivers the Premises to Tenant "Ready for Occupancy" as that term is defined in
Section 3(a)
of the Tenant Work Letter attached to the Lease as
Exhibit B
, which Lease Commencement Date is anticipated to be June 30, 2013. Notwithstanding the foregoing and any early access to the Premises by Tenant pursuant to Section 6 of the Tenant Work Letter, the Lease Commencement Date shall not be sooner than June 30, 2013.
|
3.3 Lease Expiration Date:
|
If the Lease Commencement Date shall be the first day of a calendar month, then the day immediately preceding the 48
th
month anniversary of the Lease Commencement Date; or, if the Lease Commencement Date shall be other than the first day of a calendar month, then the last day of the month in which the 48
th
month anniversary of the Lease Commencement Date occurs.
|
4. Base Rent (
Article 3
):
|
Lease Year
|
Annual
Base Rent
|
Monthly
Installment
of Base Rent
|
Monthly Base Rent
per RSF
|
|||||||||||
1* | $ | 242,179.80 | $ | 20,181.65 | $ | 1.85 | ||||||||
2 | $ | 255,270.60 | $ | 21,272.55 | $ | 1.95 | ||||||||
3 | $ | 268,361.40 | $ | 22,363.45 | $ | 2.05 | ||||||||
4 | $ | 281,452.20 | $ | 23,454.35 | $ | 2.15 |
10. Address of Tenant
(
Section 29.18
):
|
384 Oyster Point Blvd., Suite #8
South San Francisco, CA 94080
Attention: Shawn K. Singh
(Prior to Lease Commencement Date)
and
|
343 Allerton Avenue
South San Francisco, California 94080-4816
Attention: Shawn K. Singh
(After Lease Commencement Date)
|
|
11. Address of Landlord
(
Section 29.18
):
|
See
Section 29.18
of the Lease.
|
12. Broker(s)
(
Section 29.24
):
|
CBRE, Inc.
950 Tower Lane, Suite 870
Foster City, CA 94404
Attention: Christopher R. Jacobs
|
Bodily Injury and
Property Damage Liability
|
$5,000,000 each occurrence
$5,000,000 annual aggregate
|
Personal Injury Liability
|
$3,000,000 each occurrence
$3,000,000 annual aggregate
|
LANDLORD
:
BAYSIDE AREA DEVELOPMENT, LLC,
a Delaware limited liability company
By:
/s/ Jon M. Bergschneider
Jon M. Bergschneider
Executive Vice President
|
TENANT
:
VISTAGEN THERAPEUTICS, INC.,
a California corporation
By:
/s/ Shawn K. Singh
Shawn K. Singh
Chief Executive Officer
|
July 18, 2013
|
/s/ Shawn K. Singh
Shawn K. Singh, JD
Principal Executive Officer
|
July 18, 2013
|
/s/ Jerrold D. Dotson
Jerrold D. Dotson
Principal Financial Officer
|