x
|
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
o
|
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
Nevada
|
20-5093315
|
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
Large accelerated filer
o
|
|
Accelerated filer
o
|
|
Non-accelerated filer
o
|
|
Smaller reporting company
x
|
|
(Do not check if a smaller
reporting company)
|
Item No.
|
Page No.
|
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2
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23
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52
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53
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||||||
|
I
tem
1.
|
Business
|
·
|
identify potential
Drug Rescue Candidates
with heart safety issues utilizing drug discovery and development information available in the public domain through open source, licensed databases, and published patents, as well as through our strategic relationships with our drug rescue and scientific advisors and consultants, including Synterys, Inc. and Cato Research Ltd., our preferred provider of contract medicinal chemistry and contract clinical development and regulatory services, respectively;
|
·
|
leverage substantial prior research and development investments made by global pharmaceutical companies and others to analyze internally the therapeutic and commercial potential of
Drug Rescue Candidates
, as important criteria for selection of
Drug Rescue Candidates
and potential lead
Drug Rescue Variants
;
|
·
|
use
CardioSafe
3D
to enhance our understanding of the cardiac liability profile of
Drug Rescue Candidates
, important and more comprehensive biological insights not available when the
Drug Rescue Candidates
were originally discovered and developed by pharmaceutical companies
;
|
·
|
leverage our internal knowledgebase about each
Drug Rescue Candidate’s
specific chemistry to design and produce a portfolio of novel potential lead
Drug Rescue Variants
for each
Drug Rescue Candidate
;
|
·
|
use
CardioSafe
3D and pre-existing
in vitro
efficacy models to assess the efficacy and cardiac safety of potential
Drug Rescue Variants
and identify and validate a lead
Drug Rescue Variant
; and
|
·
|
internally develop validated lead
Drug Rescue Variants
or out-license them to a global pharmaceutical company in revenue-generating agreements providing for the full development, market approval and commercial sale.
|
·
|
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 and/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 human cell type;
|
|
·
|
the experimentally controlled regulation of developmental genes, which is critical for determining what differentiation path a human cell will take; and
|
|
·
|
biological markers characteristic of precursor cells, which are committed to becoming specific human cells and tissues, and which can be used to identify, enrich and purify the desired mature human cell type.
|
1.
|
cell viability;
|
2.
|
apoptosis;
|
3.
|
mitochondrial membrane depolarization;
|
4.
|
oxidative stress; and
|
5.
|
energy metabolism disruption.
|
1.
|
Ion channel blockers: amiodarone, nifedipine;
|
2.
|
hERG trafficking blockers: pentamidine, amoxapine;
|
3.
|
α
-1 adrenoreceptors: doxazosin;
|
4.
|
Protein and DNA synthesis inhibitors: emetine;
|
5.
|
DNA intercalating agents: doxorubicin;
|
6.
|
Antibiotics: ampicillin, cefazolin;
|
7.
|
NSAID: aspirin; and
|
8.
|
Kinase inhibitors: staurosporine
|
1.
One FDA-approved drug (aspirin) without cardiac liability to serve as a negative control;
2.
Five FDA-approved drugs (astemizole, sotalol, cisapride, terfenadine and sertindole) that were withdrawn from the market due to heart toxicity concerns;
|
3.
Five FDA-approved drugs (fexofenadine, nifedipine, verapamil, lidocaine and propranolol) that have certain measurable clinical non-toxic cardiac effects. Note: fexofenadine is a non-cardiotoxic drug variant of terfenadine; and
|
4.
One research compound (E-4031) failed in Phase I human clinical study before being discontinued due to heart toxicity concerns.
|
1.
|
Inhibitors to growth factor receptors: sunitinib, axitinib, imatinib, dasatinib, sorafenib, erlotinib, Lapatinib, tyrphostin and AG1478;
|
2.
|
Inhibitors to the mTOR pathway: everolimus, temsirolimus;
|
3.
|
Inhibitors to cell cycle regulators: tozasertib, barasertib, alvocidib;
|
4.
|
Inhibitors to the PI3K pathway : perifosine, LY294002, XL765;
|
5.
|
Inhibitors to the MEK pathway: PD325901, AZD6264; and
|
6.
|
Inhibitors to the JAK and other pathways: lestaurtinib.
|
·
|
academic research institutions, such as Duke University and UHN, for hPSC technology research and development;
|
|
·
|
contract medicinal chemistry companies, such as Synterys, Inc., to analyze
Drug Rescue Candidates
and design, produce and analyze
Drug Rescue Variants
; and
|
|
·
|
contract clinical development and regulatory organizations (
CROs
), such as Cato Research, Ltd., for regulatory expertise and clinical development support.
|
·
|
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;
|
·
|
Human cardiomyocyte maturation in an optimized 3D patch environment is enhanced relative to that found in industry standard 2D cultures;
|
·
|
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;
|
·
|
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.
|
·
|
Optimize techniques to handle and maintain primary human cryopreserved primary liver cells as reference controls for various drug development assays;
|
·
|
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 human pluripotent stem cell-derived liver cells using many of the same industry-standardized assays used to characterize primary human liver cells; and
|
·
|
Produce a joint publication of the characterization of our pluripotent stem cell-derived human liver cells.
|
·
|
a combination of growth factors (molecules that stimulate the growth of cells);
|
|
·
|
the experimentally controlled regulation of developmental genes, which is critical for determining what differentiation path a human cell will take; 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 hESCs;
|
|
·
|
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 hESCs; and
|
|
·
|
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.
|
·
|
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).
|
Territory
|
Patent No.
|
General Subject Matter
|
Expiration
|
||||
US
|
7,763,466
|
Method to produce endoderm cells
|
May 2025
|
||||
US
|
7,955,849
|
Method of enriching population of mesoderm cells
|
May 2023
|
||||
US
|
8,143,009
|
Toxicity typing using liver stem cells
|
June 2023
|
||||
US
|
8,512,957
|
Toxicity typing using liver stem cells
|
June 2021
|
·
|
the drug candidate’s test results;
|
·
|
manufacturing information to demonstrate the company developing the drug candidate can properly manufacture it; and
|
·
|
the proposed label for the drug candidate, which provides necessary information about the drug candidate, including uses for which it has been shown to be effective, possible risks, and how to use it.
|
·
|
produce product candidates;
|
·
|
develop and obtain required regulatory approvals for commercialization of products we produce;
|
·
|
maintain, leverage and expand our intellectual property portfolio;
|
·
|
establish and maintain sales, distribution and marketing capabilities;
|
·
|
gain market acceptance for our products; and
|
·
|
obtain adequate capital resources and manage our spending as costs and expenses increase due to research, production, development, regulatory approval and commercialization of product candidates.
|
·
|
our research methodology may not be successful in identifying potential
Drug Rescue Candidates
;
|
·
|
competitors may develop alternatives that render our
Drug Rescue Variants
obsolete;
|
·
|
a
Drug Rescue Variant
may, on further study, be shown to have harmful side effects or other characteristics that indicate it is unlikely to be effective or otherwise does not meet applicable regulatory criteria;
|
·
|
a
Drug Rescue Variant
may not be capable of being produced in commercial quantities at an acceptable cost, or at all; or
|
·
|
a
Drug Rescue Variant
may not be accepted as safe and effective by regulatory authorities, patients, the medical community or third-party payors.
|
·
|
our ability to identify potential
Drug Rescue Candidates
in the public domain, obtain sufficient quantities of them, and assess them using our assay systems;
|
·
|
if we seek to rescue
Drug Rescue Candidates
that are not available to us in the public domain, the extent to which third parties may be willing to license or sell
Drug Rescue Candidates
to us on commercially reasonable terms;
|
·
|
our medicinal chemistry collaborator’s ability to design and produce proprietary
Drug Rescue Variants
based on the novel biology and structure-function insight we provide using
CardioSafe
3D or
LiverSafe
3D; and
|
·
|
financial resources available to us to develop and commercialize lead
Drug Rescue Variants
internally, or, if we license them to strategic partners, the resources such partners choose to dedicate to development and commercialization of any
Drug Rescue Variants
licensed from us.
|
·
|
design, develop, produce and commercialize, either on our own or with collaborators,
Drug Rescue Variants
that are superior to other products in development or in the market;
|
·
|
attract qualified scientific, medical, sales and marketing and commercial personnel or collaborators;
|
·
|
obtain patent and/or other proprietary protection for our
Drug Rescue Variants
; and
|
·
|
obtain, either on our own or in collaboration with strategic partners, required regulatory approvals for our
Drug Rescue Variants
.
|
·
|
decreased demand for our
Drug Rescue Variants
or other products that we may develop;
|
·
|
injury to our reputation;
|
·
|
withdrawal of clinical trial participants;
|
·
|
costs to defend the related litigation;
|
·
|
a diversion of management's time and our resources;
|
·
|
substantial monetary awards to trial participants or patients;
|
·
|
product recalls, withdrawals or labeling, marketing or promotional restrictions;
|
·
|
loss of revenue;
|
·
|
the inability to commercialize our product candidates; and
|
·
|
a decline in our stock price.
|
·
|
the federal healthcare anti-kickback statute prohibits, among other things, persons from knowingly and willfully soliciting, offering, receiving or providing remuneration, directly or indirectly, in cash or in kind, to induce or reward either the referral of an individual for, or the purchase, order or recommendation of, any good or service for which payment may be made under federal and state healthcare programs such as Medicare and Medicaid;
|
·
|
the federal False Claims Act imposes criminal and civil penalties, against individuals or entities for knowingly presenting, or causing to be presented, to the federal government, claims for payment that are false or fraudulent or making a false statement to avoid, decrease or conceal an obligation to pay money to the federal government and also includes provisions allowing for private, civil whistleblower or "qui tam" actions;
|
·
|
the federal Health Insurance Portability and Accountability Act of 1996 (
HIPAA
), as amended by the Health Information Technology for Economic and Clinical Health Act (
HITECH
), imposes criminal and civil liability for executing a scheme to defraud any healthcare benefit program. HIPAA and HITECH also regulate the use and disclosure of identifiable health information by health care providers, health plans and health care clearinghouses, and impose obligations, including mandatory contractual terms, with respect to safeguarding the privacy, security and transmission of identifiable health information as well as requiring notification of regulatory breaches. HIPAA and HITECH violations may prompt civil and criminal enforcement actions as well as enforcement by state attorneys general;
|
·
|
the federal false statements statute prohibits knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false statement in connection with the delivery of or payment for healthcare benefits, items or services;
|
·
|
the federal transparency requirements under the Health Care Reform Law requires manufacturers of drugs, devices, biologics and medical supplies to report to the Department of Health and Human Services information related to physician payments and other transfers of value and physician ownership and investment interests;
|
·
|
analogous state laws and regulations, such as state anti-kickback and false claims laws, may apply to sales or marketing arrangements and claims involving healthcare items or services reimbursed by non-governmental third-party payors, including private insurers, and some state laws require pharmaceutical companies to comply with the pharmaceutical industry's voluntary compliance guidelines and the relevant compliance guidance promulgated by the federal government in addition to requiring drug manufacturers to report information related to payments to physicians and other health care providers or marketing expenditures; and
|
·
|
analogous anti-kickback, fraud and abuse and healthcare laws and regulations in foreign countries.
|
·
|
clinical trials may not demonstrate the safety and efficacy of any
Drug Rescue Variant
, other new drug candidate, biological candidate or regenerative medicine product candidate;
|
·
|
completion of nonclinical or clinical trials may be delayed, or costs of nonclinical or clinical trials may exceed anticipated amounts;
|
·
|
we may not be able to obtain regulatory approval of any
Drug Rescue Variant
, other new drug candidate, biological candidate or regenerative medicine product candidate; or we may experience delays in obtaining any such approval;
|
·
|
we may not be able to manufacture, or have manufactured for us,
Drug Rescue Variants
, other new drug candidates, biological candidates or regenerative medicine product candidates economically, timely and on a commercial scale;
|
·
|
we and any licensees of ours may not be able to successfully market
Drug Rescue Variants
, other new drug candidates, biological candidates or regenerative medicine product candidates;
|
·
|
physicians may not prescribe our products, or patients or third party payors may not accept our
Drug Rescue Variants
, other drug candidates, biological candidates or regenerative medicine product candidates;
|
·
|
others may have proprietary rights which prevent us from marketing our
Drug Rescue Variants
, other new drug candidates, biological candidates or regenerative medicine product candidates; and
|
·
|
competitors may sell similar, superior or lower-cost products.
|
·
|
delays or failure reaching agreement on acceptable terms with prospective contract manufacturing organizations (
CMOs
), contract research organizations (
CROs
), and clinical trial sites, the terms of which can be subject to extensive negotiation and may vary significantly among different CROs and trial sites;
|
·
|
failure of third-party contractors, such as CROs and CMOs, or investigators to comply with regulatory requirements or otherwise meet their contractual obligations in a timely manner;
|
·
|
delays or failure in obtaining the necessary approvals from regulators or institutional review boards (IRBs) in order to commence a clinical trial at a prospective trial site;
|
·
|
inability to manufacture, or obtain from third parties, a supply of drug product sufficient to complete preclinical studies and clinical trials;
|
·
|
the FDA requiring alterations to study designs, preclinical strategy or manufacturing plans;
|
·
|
delays in patient enrollment, and variability in the number and types of patients available for clinical trials, or high drop-out rates of patients;
|
·
|
clinical trial sites deviating from trial protocols or dropping out of a trial and/or the inability to add new clinical trial sites;
|
·
|
difficulty in maintaining contact with patients after treatment, resulting in incomplete data;
|
·
|
poor effectiveness of our product candidates during clinical trials;
|
·
|
safety issues, including serious adverse events associated with our product candidates and patients' exposure to unacceptable health risks;
|
·
|
receipt by a competitor of marketing approval for a product targeting an indication that one of our product candidates targets, such that we are not "first to market" with our product candidate;
|
·
|
governmental or regulatory delays and changes in regulatory requirements, policy and guidelines; or
|
·
|
varying interpretations of data by the FDA and similar foreign regulatory agencies.
|
·
|
delays or failure reaching agreement on acceptable terms with prospective contract manufacturing organizations (
CMOs
), contract research organizations (
CROs
), and clinical trial sites, the terms of which can be subject to extensive negotiation and may vary significantly among different CROs and trial sites;
|
·
|
failure of third-party contractors, such as CROs and CMOs, or investigators to comply with regulatory requirements or otherwise meet their contractual obligations in a timely manner;
|
·
|
delays or failure in obtaining the necessary approvals from regulators or IRBs in order to commence a clinical trial at a prospective trial site;
|
·
|
inability to manufacture, or obtain from third parties, a supply of drug product sufficient to complete preclinical studies and clinical trials;
|
·
|
the FDA requiring alterations to study designs, preclinical strategy or manufacturing plans;
|
·
|
delays in patient enrollment, and variability in the number and types of patients available for clinical trials, or high drop-out rates of patients;
|
·
|
clinical trial sites deviating from trial protocols or dropping out of a trial and/or the inability to add new clinical trial sites;
|
·
|
difficulty in maintaining contact with patients after treatment, resulting in incomplete data;
|
·
|
poor effectiveness of our product candidates during clinical trials;
|
·
|
safety issues, including serious adverse events associated with our product candidates and patients' exposure to unacceptable health risks;
|
·
|
receipt by a competitor of marketing approval for a product targeting an indication that one of our product candidates targets, such that we are not "first to market" with our product candidate;
|
·
|
governmental or regulatory delays and changes in regulatory requirements, policy and guidelines; or
|
·
|
varying interpretations of data by the FDA and similar foreign regulatory agencies.
|
·
|
restrictions on the marketing or manufacturing of the product, withdrawal of the product from the market, or voluntary or mandatory product recalls;
|
·
|
warning letters or holds on clinical trials;
|
·
|
refusal by the FDA to approve pending applications or supplements to approved applications filed by us or our strategic partners, or suspension or revocation of product license approvals;
|
·
|
product seizure or detention, or refusal to permit the import or export of products; and
|
·
|
injunctions, fines or the imposition of other civil or criminal penalties.
|
·
|
the number and characteristics of the product candidates we pursue, including
Drug Rescue Candidates
;
|
·
|
the scope, progress, results and costs of researching and developing our product candidates, and conducting preclinical and clinical studies;
|
·
|
the timing of, and the costs involved in, obtaining regulatory approvals for our product candidates;
|
·
|
the cost of commercialization activities if any of our product candidates are approved for sale, including marketing, sales and distribution costs;
|
·
|
the cost of manufacturing our product candidates and any products we successfully commercialize;
|
·
|
our ability to establish and maintain strategic partnerships, licensing or other arrangements and the financial terms of such agreements;
|
·
|
market acceptance of our products;
|
·
|
the effect of competing technological and market developments;
|
·
|
our ability to obtain government funding for our programs;
|
·
|
the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing patent claims necessary to preserve our freedom to operate in the stem cell industry, including litigation costs associated with any claims that we infringe third-party patents or violate other intellectual property rights and the outcome of such litigation;
|
·
|
the timing, receipt and amount of potential future licensee fees, milestone payments, and sales of, or royalties on, our future products, if any; and
|
·
|
the extent to which we acquire or invest in businesses, products and technologies, although we currently have no commitments or agreements relating to any of these types of transactions.
|
·
|
Others may be able to make compounds that are the same as or similar to our product candidates but that are not covered by the claims of the patents that we may own or have exclusively licensed;
|
·
|
We or our licensors or any future strategic partners might not have been the first to make the inventions covered by the issued patent or pending patent application that we may own or have exclusively licensed;
|
·
|
We or our licensors or any future strategic partners might not have been the first to file patent applications covering certain of our inventions;
|
·
|
Others may independently develop similar or alternative technologies or duplicate any of our technologies without infringing our intellectual property rights;
|
·
|
It is possible that our pending patent applications will not lead to issued patents;
|
·
|
Issued patents that we own or have exclusively licensed may not provide us with any competitive advantages, or may be held invalid or unenforceable, as a result of legal challenges by our competitors;
|
·
|
Our competitors might conduct research and development activities in countries where we do not have patent rights and then use the information learned from such activities to develop competitive products for sale in our major commercial markets;
|
·
|
We may not develop additional proprietary technologies that are patentable; and
|
·
|
The patents of others may have an adverse effect on our business.
|
·
|
actual or anticipated quarterly variation in our results of operations or the results of our competitors;
|
·
|
announcements by us or our competitors of new commercial products, significant contracts, commercial relationships or capital commitments;
|
·
|
financial projections we may provide to the public, any changes to those projections, or our failure to meet those projections;
|
·
|
issuance of new or changed securities analysts’ reports or recommendations for our stock;
|
·
|
developments or disputes concerning our intellectual property or other proprietary rights;
|
·
|
commencement of, or our involvement in, litigation;
|
·
|
market conditions in the biopharmaceutical and life sciences sectors;
|
·
|
failure to complete significant sales;
|
·
|
changes in legislation and government regulation;
|
·
|
public concern regarding the safety, efficacy or other aspects of our products;
|
·
|
entering into, changing or terminating collaborative relationships;
|
·
|
any shares of our common stock or other securities eligible for future sale;
|
·
|
any major change to the composition of our board of directors or management; and
|
·
|
general economic conditions and slow or negative growth of our markets.
|
High
|
Low
|
|||||||
Year Ending March 31, 2014
|
||||||||
First quarter ending June 30, 2013
|
$ | 0.90 | $ | 0.60 | ||||
Second quarter ending September 30, 2013
|
$ | 0.89 | $ | 0.55 | ||||
Third quarter ending December 31, 2013
|
$ | 0.61 | $ | 0.26 | ||||
Fourth quarter ending March 31, 2014
|
$ | 0.50 | $ | 0.28 | ||||
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 |
·
|
identify potential
Drug Rescue Candidates
with heart safety issues utilizing drug discovery and development information available in the public domain through open source, licensed databases, and published patents, as well as through our strategic relationships with our drug rescue and scientific advisors and consultants, including Synterys, Inc. and Cato Research Ltd., our preferred provider of contract medicinal chemistry and contract clinical development and regulatory services, respectively;
|
·
|
leverage substantial prior research and development investments made by global pharmaceutical companies and others to analyse internally the therapeutic and commercial potential of
Drug Rescue Candidates
, as important criteria for selection of
Drug Rescue Candidates
and potential lead
Drug Rescue Variants
;
|
·
|
use
CardioSafe
3D to enhance our understanding of the cardiac liability profile of
Drug Rescue Candidates
, important and more comprehensive biological insights not available when the
Drug Rescue Candidates
were originally discovered and developed by pharmaceutical companies;
|
·
|
leverage our internal knowledge base about each
Drug Rescue Candidate’s
specific chemistry to design and produce a portfolio of novel potential lead
Drug Rescue Variants
for each
Drug Rescue Candidate
;
|
·
|
use
CardioSafe
3D and pre-existing
in vitro
efficacy models to assess the efficacy and cardiac safety of potential
Drug Rescue Variants
and identify and validate a lead
Drug Rescue Variant
; and
|
·
|
internally develop validated lead
Drug Rescue Variants
or out-license them to a global pharmaceutical company in revenue-generating agreements providing for the full development, market approval and commercial sale.
|
Fiscal Years Ended March 31,
|
||||||||
2014
|
2013
|
|||||||
Revenues:
|
|
|
||||||
Grant revenue
|
$ | - | $ | 200 | ||||
Operating expenses:
|
||||||||
Research and development
|
2,481 | 3,431 | ||||||
General and administrative
|
2,548 | 3,562 | ||||||
Total operating expenses
|
5,029 | 6,993 | ||||||
Loss from operations
|
(5,029 | ) | (6,793 | ) | ||||
Other expenses, net:
|
||||||||
Interest expense, net
|
(1,503 | ) | (921 | ) | ||||
Change in warrant liabilities
|
3,567 | (1,636 | ) | |||||
Loss on early extinguishment of debt
|
- | (3,568 | ) | |||||
Other income
|
- | 35 | ||||||
Loss before income taxes
|
(2,965 | ) | (12,883 | ) | ||||
Income taxes
|
(3 | ) | (4 | ) | ||||
Net loss
|
$ | (2,968 | ) | $ | (12,887 | ) | ||
Deemed dividend on Series A Preferred Stock
|
- | (10,193 | ) | |||||
Net loss attributable to common stockholders
|
$ | (2,968 | ) | $ | (23,080 | ) |
·
|
salaries, benefits, including stock-based compensation costs, travel and related expense for personnel associated with research and development activities;
|
·
|
fees 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 to third parties for access to licensed technology and costs associated with securing and maintaining patents related to our internally generated inventions:
|
·
|
laboratory supplies and materials;
|
·
|
leasing and depreciation of laboratory equipment; and
|
·
|
allocated costs of facilities and infrastructure.
|
|
·
|
Collaborative arrangements typically consist of non-refundable and/or exclusive technology access fees, cost reimbursements for specific research and development spending, and various milestone and future product royalty payments. If the delivered technology does not have stand-alone value, the amount of revenue allocable to the delivered technology is deferred. Non-refundable upfront fees with stand-alone value that are not dependent on future performance under these agreements are recognized as revenue when received, and are deferred if we have continuing performance obligations and have no objective and reliable evidence of the fair value of those obligations. We recognize non-refundable upfront technology access fees under agreements in which we have a continuing performance obligation ratably, on a straight-line basis, over the period in which we are obligated to provide services. Cost reimbursements for research and development spending are recognized when the related costs are incurred and when collectability is reasonably assured. Payments received related to substantive, performance-based “at-risk” milestones are recognized as revenue upon achievement of the milestone event specified in the underlying contracts, which represent the culmination of the earnings process. Amounts received in advance are recorded as deferred revenue until the technology is transferred, costs are incurred, or a milestone is reached.
|
|
·
|
Technology license agreements typically consist of non-refundable upfront license fees, annual minimum access fees and/or royalty payments. Non-refundable upfront license fees and annual minimum payments received with separable stand-alone values are recognized when the technology is transferred or accessed, provided that the technology transferred or accessed is not dependent on the outcome of the continuing research and development efforts. Otherwise, revenue is recognized over the period of our continuing involvement.
|
|
·
|
Government grant awards, which support our research efforts on specific projects, generally provide for reimbursement of approved costs as defined in the terms of grant awards. We recognize grant revenue when associated project costs are incurred.
|
Fiscal Years Ended March 31,
|
||||||||
2014
|
2013
|
|||||||
NIH - AV-101 grant
|
$ | - | $ | 187 | ||||
Subcontract revenue
|
- | 13 | ||||||
Total Revenue
|
$ | - | $ | 200 |
Fiscal Years Ended March 31,
|
||||||||
2014
|
2013
|
|||||||
Salaries and benefits
|
$ | 902 | $ | 792 | ||||
Stock-based compensation
|
453 | 510 | ||||||
UHN research under SRCA
|
160 | 466 | ||||||
Consulting services
|
53 | 14 | ||||||
Technology licenses and royalties
|
484 | 136 | ||||||
Project-related third-party research and supplies:
|
||||||||
AV-101
|
51 | 1,079 | ||||||
All other including CardioSafe and LiverSafe
|
145 | 293 | ||||||
196 | 1,372 | |||||||
Rent
|
185 | 115 | ||||||
Depreciation
|
44 | 26 | ||||||
All other
|
4 | - | ||||||
Total Research and Development Expense
|
$ | 2,481 | $ | 3,431 |
Fiscal Years Ended March 31,
|
||||||||
2014
|
2013
|
|||||||
Salaries and benefits
|
$ | 675 | $ | 617 | ||||
Stock-based compensation
|
684 | 731 | ||||||
Consulting Services
|
94 | 157 | ||||||
Legal, accounting and other professional fees
|
340 | 554 | ||||||
Investor relations
|
120 | 622 | ||||||
Insurance
|
130 | 122 | ||||||
Travel and entertainment
|
18 | 37 | ||||||
Rent and utilities
|
139 | 85 | ||||||
Warrant modification expense
|
205 | 507 | ||||||
All other expenses
|
143 | 130 | ||||||
Total General and Administrative Expense
|
$ | 2,548 | $ | 3,562 |
Fiscal Years Ended March 31,
|
||||||||
2014
|
2013
|
|||||||
Interest expense on promissory notes, including discount amortization
|
$ | 1,547 | $ | 796 | ||||
Charge for fair value of replacement warrants issued in connection
|
||||||||
with exercise of modified warrants
|
- | 36 | ||||||
Charge related to losses on accounts payable settled by issuance
|
||||||||
of common stock or notes payable
|
- | 80 | ||||||
Charge for investment banker warrants related to February 2012 Convertible
|
||||||||
promissory notes
|
- | 28 | ||||||
Charge for legal fees related to issuance of Senior Secured Promissory
|
||||||||
Notes to Platinum under June and October 2012 agreements
|
- | 59 | ||||||
Other interest expense, including on capital leases and premium financing
|
15 | 5 | ||||||
1,562 | 1,004 | |||||||
Effect of foreign currency fluctuations on notes payable
|
(49 | ) | (53 | ) | ||||
Interest Income
|
(10 | ) | (30 | ) | ||||
Interest Expense, net
|
$ | 1,503 | $ | 921 |
Fiscal Years Ended
|
||||||||
March 31,
|
||||||||
2014
|
2013
|
|||||||
Net cash used in operating activities
|
$ | (2,126 | ) | $ | (3,463 | ) | ||
Net cash used in investing activities
|
(10 | ) | (135 | ) | ||||
Net cash provided by financing activities
|
1,498 | 4,155 | ||||||
Net increase (decrease) in cash and cash equivalents
|
(638 | ) | 557 | |||||
Cash and cash equivalents at beginning of period
|
638 | 81 | ||||||
Cash and cash equivalents at end of period
|
$ | - | $ | 638 |
Page
|
|
F-1
|
|
F-2
|
|
F-3
|
|
F-4
|
|
F-6
|
|
F-7
|
|
F-9
|
March 31,
|
March 31,
|
|||||||
2014
|
2013
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | - | $ | 638,100 | ||||
Prepaid expenses and other current assets
|
40,500 | 33,700 | ||||||
Total current assets
|
40,500 | 671,800 | ||||||
Property and equipment, net
|
176,300 | 180,700 | ||||||
Security deposits and other assets
|
46,900 | 29,000 | ||||||
Total assets
|
$ | 263,700 | $ | 881,500 | ||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$ | 2,443,900 | $ | 1,353,600 | ||||
Accrued expenses
|
625,600 | 342,900 | ||||||
Advance from officer
|
3,600 | - | ||||||
Current portion of notes payable and accrued interest
|
1,442,300 | 617,200 | ||||||
Current portion of notes payable to related parties and accrued interest
|
290,400 | 93,000 | ||||||
Convertible promissory notes and accrued interest, net of discount of $697,400 at March 31, 2014
|
396,000 | - | ||||||
Capital lease obligations
|
3,900 | 7,600 | ||||||
Total current liabilities
|
5,205,700 | 2,414,300 | ||||||
Non-current liabilities:
|
||||||||
Senior secured convertible promissory notes, net of discount of $2,085,900 at March 31, 2014 and $1,963,100 at March 31, 2013 and accrued interest
|
1,929,800 | 1,425,700 | ||||||
Notes payable, net of discount of $848,100 at March 31, 2014 and $1,142,600 at March 31, 2013 and accrued interest
|
1,797,600 | 2,091,800 | ||||||
Notes payable to related parties, net of discount of $103,200 at March 31, 2014 and $147,200 at March 31, 2013 and accrued interest
|
1,057,100 | 1,106,000 | ||||||
Warrant liability
|
2,973,900 | 6,394,000 | ||||||
Deferred rent liability
|
97,400 | - | ||||||
Capital lease obligations
|
2,100 | 6,100 | ||||||
Total non-current liabilities
|
7,857,900 | 11,023,600 | ||||||
Total liabilities
|
13,063,600 | 13,437,900 | ||||||
Commitments and contingencies
|
||||||||
Stockholders’ deficit:
|
||||||||
Preferred stock, $0.001 par value; 10,000,000 shares, including 500,000 Series A shares, authorized at March 31, 2014 and 2013; 500,000 Series A shares issued and outstanding at March 31, 2014 and 2013
|
500 | 500 | ||||||
Common stock, $0.001 par value; 200,000,000 shares authorized at March 31, 2014 and 2013; 26,200,185 and 23,480,169 shares issued at March 31, 2014 and March 31, 2013, respectively
|
26,200 | 23,500 | ||||||
Additional paid-in capital
|
61,976,500 | 59,266,000 | ||||||
Treasury stock, at cost, 2,713,308 shares of common stock held at March 31, 2014 and 2013
|
(3,968,100 | ) | (3,968,100 | ) | ||||
Note receivable from sale of common stock
|
(198,100 | ) | (209,100 | ) | ||||
Deficit accumulated during development stage
|
(70,636,900 | ) | (67,669,200 | ) | ||||
Total stockholders’ deficit
|
(12,799,900 | ) | (12,556,400 | ) | ||||
Total liabilities and stockholders’ deficit
|
$ | 263,700 | $ | 881,500 |
May 26, 1998
|
||||||||||||
(Inception)
|
||||||||||||
Fiscal Years Ended
|
Through
|
|||||||||||
March 31,
|
March 31,
|
|||||||||||
2014
|
2013
|
2014
|
||||||||||
Revenues:
|
||||||||||||
Grant revenue
|
$ | - | $ | 200,400 | $ | 12,963,100 | ||||||
Collaboration revenue
|
- | - | 2,283,600 | |||||||||
Other
|
- | - | 1,123,500 | |||||||||
Total revenues
|
- | 200,400 | 16,370,200 | |||||||||
Operating expenses:
|
||||||||||||
Research and development
|
2,480,600 | 3,430,800 | 32,036,300 | |||||||||
Acquired in-process research and development
|
- | - | 7,523,200 | |||||||||
General and administrative
|
2,548,300 | 3,562,700 | 33,229,400 | |||||||||
Total operating expenses
|
5,028,900 | 6,993,500 | 72,788,900 | |||||||||
Loss from operations
|
(5,028,900 | ) | (6,793,100 | ) | (56,418,700 | ) | ||||||
Other expenses, net:
|
||||||||||||
Interest expense, net
|
(1,503,000 | ) | (920,700 | ) | (11,865,200 | ) | ||||||
Change in warrant and put and note extension option liabilities
|
3,566,900 | (1,635,800 | ) | 2,349,600 | ||||||||
Loss on early extinguishment of debt
|
- | (3,567,800 | ) | (4,761,300 | ) | |||||||
Other income
|
- | 34,400 | 81,900 | |||||||||
Loss before income taxes
|
(2,965,000 | ) | (12,883,000 | ) | (70,613,700 | ) | ||||||
Income taxes
|
(2,700 | ) | (3,700 | ) | (23,200 | ) | ||||||
Net loss
|
(2,967,700 | ) | (12,886,700 | ) | (70,636,900 | ) | ||||||
Deemed dividend on Series A Preferred stock
|
- | (10,193,200 | ) | (10,193,200 | ) | |||||||
Net loss attributable to common stockholders
|
$ | (2,967,700 | ) | $ | (23,079,900 | ) | $ | (80,830,100 | ) | |||
Basic net loss attributable to common
stockholders per common share
|
$ | (0.14 | ) | $ | (1.27 | ) | ||||||
|
||||||||||||
Diluted net loss attributable to common stockholders
per common share
|
$ | (0.19 | ) | $ | (1.27 | ) | ||||||
Weighted average shares used in computing: | ||||||||||||
Basic
net loss attributable to common stockholders per common share
|
21,973,149 | 18,108,444 | ||||||||||
Diluted net loss attributable to common
stockholders per common share
|
21,973,149 | 18,108,444 | ||||||||||
Comprehensive loss
|
$ | (2,967,700 | ) | $ | (12,886,700 | ) | $ | (70,636,900 | ) |
Period From May 26, 1998 (Inception) Through March 31, 2014 | ||||||||||||
Fiscal Years Ended March 31,
|
||||||||||||
2014
|
2013
|
|||||||||||
Cash flows from operating activities:
|
||||||||||||
Net loss
|
$ | (2,967,700 | ) | $ | (12,886,700 | ) | $ | (70,636,900 | ) | |||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||||||
Depreciation and amortization
|
54,600 | 33,800 | 832,100 | |||||||||
Amortization of discounts on convertible and promissory notes
|
640,000 | 254,800 | 5,315,500 | |||||||||
Change in warrant liability and put and note term extension option liabilities
|
(3,566,900 | ) | 1,635,800 | (2,349,700 | ) | |||||||
Stock-based compensation
|
1,137,300 | 1,241,300 | 6,732,900 | |||||||||
Expense related to modification of warrants
|
204,300 | 508,200 | 1,454,200 | |||||||||
Non-cash rent and relocation expense
|
56,800 | - | 56,800 | |||||||||
Interest income on note receivable for stock purchase
|
(1,200 | ) | (27,600 | ) | (28,800 | ) | ||||||
Fair value of common stock granted for services following the Merger
|
- | 340,000 | 852,700 | |||||||||
Fair value of warrants granted for services and interest following the Merger
|
60,700 | 183,800 | 748,300 | |||||||||
Gain on currency fluctuation
|
(48,600 | ) | (53,000 | ) | (101,600 | ) | ||||||
Fair value of additional warrants granted pursuant to exercises of modified warrants
|
- | 35,900 | 174,000 | |||||||||
Loss on settlements of accounts payable
|
- | 78,300 | 78,300 | |||||||||
Acquired in-process research and development
|
- | - | 7,523,200 | |||||||||
Loss on early extinguishment of debt
|
- | 3,567,800 | 4,761,300 | |||||||||
Fair value of Series C preferred stock, common stock, and warrants granted for services prior to the Merger
|
- | - | 3,150,900 | |||||||||
Fair value of common stock issued for note term modification
|
- | - | 22,400 | |||||||||
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 | - | |||||||||
Prepaid expenses and other current assets
|
92,700 | 46,200 | 134,400 | |||||||||
Security deposits and other assets
|
(17,900 | ) | - | (46,900 | ) | |||||||
Accounts payable and accrued expenses, including accrued interest
|
2,229,900 | 1,485,200 | 18,201,400 | |||||||||
Deferred revenues
|
- | (13,200 | ) | - | ||||||||
Net cash used in operating activities
|
(2,126,000 | ) | (3,463,200 | ) | (23,097,700 | ) | ||||||
Cash flows from investing activities:
|
||||||||||||
Purchases of equipment, net
|
(9,600 | ) | (135,400 | ) | (825,800 | ) | ||||||
Net cash used in investing activities
|
(9,600 | ) | (135,400 | ) | (825,800 | ) | ||||||
Cash flows from financing activities:
|
||||||||||||
Net proceeds from issuance of common stock and warrants, including Units
|
1,075,500 | 1,185,100 | 5,060,600 | |||||||||
Proceeds from exercise of modified warrants
|
264,200 | 262,100 | 1,692,600 | |||||||||
Net proceeds from issuance of Platinum notes and warrants
|
250,000 | 3,222,100 | 7,172,100 | |||||||||
Advance from officer
|
64,000 | - | 64,000 | |||||||||
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 preferred stock and warrants
|
- | - | 4,198,600 | |||||||||
Net proceeds from issuance of notes and warrants from 2006 to 2010
|
- | - | 4,851,800 | |||||||||
Net proceeds from issuance of February 2012 12% convertible notes and warrants
|
- | - | 466,500 | |||||||||
Repayment of capital lease obligations
|
(7,600 | ) | (16,900 | ) | (125,000 | ) | ||||||
Repayment of notes
|
(148,600 | ) | (496,700 | ) | (1,977,700 | ) | ||||||
Net cash provided by financing activities
|
1,497,500 | 4,155,700 | 23,923,500 | |||||||||
Net (decrease) increase in cash and cash equivalents
|
(638,100 | ) | 557,100 | - | ||||||||
Cash and cash equivalents at beginning of period
|
638,100 | 81,000 | - | |||||||||
Cash and cash equivalents at end of period
|
$ | - | $ | 638,100 | $ | - | ||||||
Supplemental disclosure of cash flow activities:
|
||||||||||||
Cash paid for interest
|
$ | 21,000 | $ | 225,900 | $ | 686,600 | ||||||
Cash paid for income taxes
|
$ | 2,700 | $ | 3,700 | $ | 23,200 |
Period From
|
||||||||||||
May 26, 1998
|
||||||||||||
(Inception)
|
||||||||||||
Twelve Months Ended March 31,
|
Through
|
|||||||||||
2014
|
2013
|
March 31, 2014
|
||||||||||
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 | $ | 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
|
$ | - | $ | - | $ | 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 | ||||||
Note discount upon issuance of February 2012 12% convertible notes
|
$ | - | $ | - | $ | 495,200 | ||||||
Conversion of 2006/2007 and 2008/2010 Notes into Units, including accrued
interest of $1,365,600
|
$ | - | $ | - | $ | 6,174,800 | ||||||
Conversion of all series of pre-Merger preferred stock into Units
|
$ | - | $ | - | $ | 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 | ||||||
Conversion of 7% note payable and accrued interest of $11,500 into common stock and warrants
|
$ | - | $ | - | $ | 19,500 | ||||||
Conversion of accounts payable to Morrison & Foerster, McCarthy Tetrault and Desjardins into notes payable
|
$ | - | $ | - | $ | 1,603,400 | ||||||
Accounts payable and cancellation premium converted into 2011 Private Placement Units
|
$ | - | $ | - | $ | 169,000 | ||||||
Accrued interest on Cato Holding Company note converted to note payable
|
$ | - | $ | - | $ | 90,800 | ||||||
Accounts payable settled in December 2011 and May/June 2012 warrant exercises
|
$ | - | $ | 12,500 | $ | 280,100 | ||||||
Insurance premiums settled by issuing note payable
|
$ | 98,300 | $ | 110,100 | $ | 296,900 | ||||||
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 and July 2013 Convertible Note
|
$ | 146,800 | $ | 1,690,000 | $ | 1,836,800 | ||||||
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 $29,500
|
431,930 | 964,700 | - | - | - | 964,700 | ||||||||||||||||||
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 accrued interest of $3,800, net of unamortized note discount of $70,800 and issuance costs of $137,000
|
515,568 | - | 2,651,100 | - | - | 2,651,100 | ||||||||||||||||||
Issuance of Series B-1 preferred stock at $5.545 per
share for acquired in-process research and
development
|
1,356,750 | - | - | 7,523,200 | - | 7,523,200 | ||||||||||||||||||
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 $47,900
|
533,658 | - | - | - | 3,140,800 | 3,140,800 | ||||||||||||||||||
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 | ||||||||||||||||||
Proceeds allocated to warrants issued in connection
with Series C preferred stock
|
- | - | - | - | (25,500 | ) | (25,500 | ) | ||||||||||||||||
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 VistaGen California
preferred stock into common stock at May 11, 2011
in connection with the Merger
|
(2,884,655 | ) | (964,700 | ) | (2,651,100 | ) | (7,523,200 | ) | (3,395,800 | ) | (14,534,800 | ) | ||||||||||||
Balances at May 11, 2011 through March 31, 2014
|
- | $ | - | $ | - | $ | - | $ | - | $ | - |
Series A Preferred Stock
|
Common Stock
|
Additional Paid-in Capital | Treasury Stock | Notes Receivable from Sale of Stock | Deficit Accumulated During the Development Stage | Total Stockholders’ Deficit | ||||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||||||||||||||||||||||
Balances at May 26, 1998(inception)
|
- | $ | - | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||||||
Sale of common stock for cash
|
- | - | 1,211,086 | 1,200 | 24,900 | - | - | - | 26,100 | |||||||||||||||||||||||||||
Fair value of common stock issued for services
|
- | - | 403,375 | 400 | 359,400 | - | - | - | 359,800 | |||||||||||||||||||||||||||
Fair value of warrants issued for services
|
- | - | - | - | 481,700 | - | - | - | 481,700 | |||||||||||||||||||||||||||
Common stock issued upon exercise of options
from 1999 and 2008 Stock Incentive Plans and SAB Plan
|
- | - | 410,863 | 400 | 314,900 | - | (149,800 | ) | - | 165,500 | ||||||||||||||||||||||||||
Common stock issued for cancellation of accounts payable
and accrued interest (FY 2010)
|
- | - | 1,646,792 | 1,600 | 2,468,600 | - | - | - | 2,470,200 | |||||||||||||||||||||||||||
Accrued interest on notes receivable
|
- | - | - | - | - | - | (34,300 | ) | - | (34,300 | ) | |||||||||||||||||||||||||
Proceeds allocated to warrants issued in connection with convertible
and other notes issued in fiscal years 2001 through 2011, including Original Platinum Notes, and Series C preferred stock
|
- | - | - | - | 1,059,100 | - | - | - | 1,059,100 | |||||||||||||||||||||||||||
Share-based compensation expense
|
- | - | - | - | 2,763,000 | - | - | - | 2,763,000 | |||||||||||||||||||||||||||
Incremental fair value of note conversion options from
debt modification (FY 2010 and 2011)
|
- | - | - | - | 1,891,200 | - | - | - | 1,891,200 | |||||||||||||||||||||||||||
Forgiveness of accrued compensation and accrued interest
payable to officers (FY 2007)
|
- | - | - | - | 799,900 | - | - | - | 799,900 | |||||||||||||||||||||||||||
Effect of reverse stock split (FY 2009)
|
- | - | (6 | ) | - | - | - | - | - | - | ||||||||||||||||||||||||||
Effect of the Merger
|
1,569,000 | 1,600 | (1,600 | ) | - | - | - | - | ||||||||||||||||||||||||||||
Cumulative effect of adopting new accounting standard
|
- | - | - | - | (293,700 | ) | - | - | 142,300 | (151,400 | ) | |||||||||||||||||||||||||
Net loss for fiscal years 1999 through 2011
|
- | - | - | - | - | - | - | (42,715,300 | ) | (42,715,300 | ) | |||||||||||||||||||||||||
Balances at March 31, 2011
|
- | $ | - | 5,241,110 | $ | 5,200 | $ | 9,867,400 | $ | - | $ | (184,100 | ) | $ | (42,573,000 | ) | $ | (32,884,500 | ) | |||||||||||||||||
Share-based compensation expense
|
- | - | - | - | 1,591,300 | - | - | - | 1,591,300 | |||||||||||||||||||||||||||
Accrued interest on notes receivable
|
- | - | - | - | - | (1,000 | ) | - | (1,000 | ) | ||||||||||||||||||||||||||
Reclassification of warrant liability to equity
|
- | - | - | - | 424,100 | - | - | - | 424,100 | |||||||||||||||||||||||||||
Incremental value of Platinum note modification
|
- | - | - | - | 1,070,600 | - | - | - | 1,070,600 | |||||||||||||||||||||||||||
Incremental value of Morrison & Foerster warrant modification
|
- | - | - | - | 58,700 | - | - | - | 58,700 | |||||||||||||||||||||||||||
Stock issued in May 2011 Private Placement, net of $202,000
placement fees
|
- | - | 2,216,106 | 2,200 | 3,674,000 | - | (500,000 | ) | - | 3,176,200 | ||||||||||||||||||||||||||
Payments on note receivable for sale of stock
|
- | - | 250,000 | 250,000 | ||||||||||||||||||||||||||||||||
Stock issued upon conversion of convertible promissory notes
|
- | - | 3,528,290 | 3,500 | 6,171,300 | - | - | - | 6,174,800 | |||||||||||||||||||||||||||
Stock issued upon conversion of all series of VistaGen California
preferred stock
|
- | - | 2,884,655 | 2,900 | 14,531,900 | - | - | - | 14,534,800 | |||||||||||||||||||||||||||
Fair value of stock issued for services prior to the Merger
|
- | - | 1,371,743 | 1,400 | 2,224,100 | - | - | - | 2,225,500 | |||||||||||||||||||||||||||
Forgiveness of notes at the Merger
|
- | - | - | - | - | - | 185,100 | - | 185,100 | |||||||||||||||||||||||||||
Stock issued upon exercise of modified warrants (including Platinum
exercises)
|
- | - | 3,121,259 | 3,100 | 3,426,200 | - | - | - | 3,429,300 | |||||||||||||||||||||||||||
Incremental value of warrant modifications (including modification
of Platinum warrants)
|
- | - | - | - | 1,028,900 | - | - | - | 1,028,900 | |||||||||||||||||||||||||||
Fair value of bonus warrants under FY 2012 Discounted Warrant
Exercise Program
|
- | - | - | - | 138,100 | - | - | - | 138,100 | |||||||||||||||||||||||||||
Stock issued in Fall 2011 Follow-on Offering
|
- | - | 63,570 | 100 | 111,200 | - | - | - | 111,300 | |||||||||||||||||||||||||||
Stock issued upon exercise of options from the 1999 Stock
Incentive Plan
|
- | - | 113,979 | 100 | 102,100 | - | - | - | 102,200 | |||||||||||||||||||||||||||
Fair value of stock issued for services following the Merger
|
- | - | 155,555 | 200 | 451,800 | - | - | - | 452,000 | |||||||||||||||||||||||||||
Fair value of warrants issued for services
|
- | - | - | - | 564,500 | - | - | - | 564,500 | |||||||||||||||||||||||||||
Proceeds allocated to warrants issued and beneficial conversion
feature in connection with 12% convertible notes
|
- | - | - | - | 461,700 | - | - | - | 461,700 | |||||||||||||||||||||||||||
Stock issued in connection with note term extension
|
- | - | 8,000 | - | 22,400 | - | - | - | 22,400 | |||||||||||||||||||||||||||
Stock issued upon conversion of Platinum Note to equity (net of
Platinum warrant exercise reflected above)
|
231,090 | 200 | - | - | 3,387,700 | - | - | - | 3,387,900 | |||||||||||||||||||||||||||
Common stock exchanged for Series A Preferred under agreements
with Platinum:
Common Stock Exchange Agreement
|
45,980 | - | - | - | 750,600 | (750,600 | ) | - | - | - | ||||||||||||||||||||||||||
Note and Warrant Exchange Agreement
|
159,985 | 200 | - | 2,480,900 | (2,481,100 | ) | - | |||||||||||||||||||||||||||||
Net loss for fiscal year 2012
|
- | - | - | - | - | - | - | (12,209,500 | ) | (12,209,500 | ) | |||||||||||||||||||||||||
Balances at March 31, 2012
|
437,055 | $ | 400 | 18,704,267 | $ | 18,700 | $ | 52,539,500 | $ | (3,231,700 | ) | $ | (250,000 | ) | $ | (54,782,500 | ) | $ | (5,705,600 | ) |
Series A Preferred Stock
|
Common Stock
|
Additional
Paid-in
|
Treasury
|
Notes
Receivable
|
Deficit
Accumulated
|
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 moddified 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 restructuring
|
- | - | - | - | 120,500 | - | - | - | 120,500 | |||||||||||||||||||||||||||
Fair value of warrant issued to Cato Research, Ltd. in connection
accounts payable restructuring
|
- | - | - | - | 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 in October 2012
|
- | - | - | - | 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 | ) | ||||||||||||||||
Share-based compensation expense
|
- | - | - | - | 1,137,300 | - | - | - | 1,137,300 | |||||||||||||||||||||||||||
Proceeds from sale of common stock for cash, including exercises of warrants under Discount Warrant Exercise Program
|
- | - | 655,016 | 700 | 335,200 | - | - | - | 335,900 | |||||||||||||||||||||||||||
Beneficial conversion feature on note issued to Platinum in July 2013
|
- | - | - | - | 100,700 | - | - | - | 100,700 | |||||||||||||||||||||||||||
Payment on note receivable from sale of stock
|
- | - | - | - | - | - | 11,000 | - | 11,000 | |||||||||||||||||||||||||||
Allocated proceeds from sale of Units for cash under Winter
2013/2014 Private Placement, including beneficial conversion feature
|
- | - | 2,015,000 | 2,000 | 836,200 | - | - | - | 838,200 | |||||||||||||||||||||||||||
Allocated proceeds from sale of Units for cash under Spring 2014
Private Placement, including beneficial conversion feature
|
- | - | 50,000 | - | 36,000 | 36,000 | ||||||||||||||||||||||||||||||
Incremental fair value of warrant modifications
|
- | - | - | - | 204,300 | - | - | - | 204,300 | |||||||||||||||||||||||||||
Fair value of warrants issued to Morrison & Foerster, Cato Research Ltd. and University Health Network in connection with accrued
interest on underlying notes
|
- | - | - | - | 60,800 | - | - | - | 60,800 | |||||||||||||||||||||||||||
Net loss for fiscal year 2014
|
- | - | - | - | - | - | - | (2,967,700 | ) | (2,967,700 | ) | |||||||||||||||||||||||||
Balances at March 31, 2014
|
500,000 | $ | 500 | 26,200,185 | $ | 26,200 | $ | 61,976,500 | $ | (3,968,100 | ) | $ | (198,100 | ) | $ | (70,636,900 | ) | $ | (12,799,900 | ) |
Years Ended March 31,
|
||||||||
2014
|
2013
|
|||||||
Numerator:
|
||||||||
Net loss attributable to common stockholders for basic earnings per share
|
$ | (2,967,700 | ) | $ | (23,079,900 | ) | ||
less: change in fair value of warrant liability attributable to Exchange,
|
||||||||
Investment and July 2013 Warrants issued to Platinum
|
(1,219,500 | ) | - | |||||
Net loss for diluted earnings per share attributable to common stockholders
|
$ | (4,187,200 | ) | $ | (23,079,900 | ) | ||
Denominator:
|
||||||||
Weighted average basic common shares outstanding
|
21,973,149 | 18,108,444 | ||||||
Assumed conversion of dilutive securities:
|
||||||||
Warrants to purchase common stock
|
- | - | ||||||
Potentially dilutive common shares assumed converted
|
- | - | ||||||
Denominator for diluted earnings per share - adjusted
|
||||||||
weighted average shares
|
21,973,149 | 18,108,444 | ||||||
Basic net loss attributable to common stockholders per common share
|
$ | (0.14 | ) | $ | (1.27 | ) | ||
Diluted net loss attributable to common stockholders per common share
|
$ | (0.19 | ) | $ | (1.27 | ) |
Fiscal Years Ended March 31,
|
||||||||
2014
|
2013
|
|||||||
Series A preferred stock issued and outstanding
(1)
|
15,000,000 | 15,000,000 | ||||||
Warrant shares issuable to Platinum upon exercise of common stock warrants by Platinum upon exchange of Series A preferred stock under the terms of the October 11, 2012 Note Purchase and Exchange Agreement
|
7,500,000 | 7,500,000 | ||||||
Outstanding options under the 2008 and 1999 Stock Incentive Plans
|
4,249,271 | 4,912,604 | ||||||
Outstanding warrants to purchase common stock
|
17,095,633 | 14,660,335 | ||||||
10% convertible Exchange Note and Investment Notes issued to Platinum in October 2012, February 2013 and March 2013, including accrued interest through March 31, 2014
(2)
|
7,495,957 | 6,775,682 | ||||||
10% convertible note issued to Platinum on July 26, 2013, including accrued interest through March 31, 2014
|
535,506 | - | ||||||
10% convertible notes issued as a component of Unit Private Placements, including accrued interest through March 31, 2014
|
2,186,811 | - | ||||||
Total
|
54,063,178 | 48,848,621 |
(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
|
|
●
|
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
|
||||||||||||||||
|
Total Carrying Value | Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | ||||||||||||
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
|||||||||||||
March 31, 2014:
|
||||||||||||||||
Warrant liability
|
$ | 2,973,900 | $ | - | $ | - | $ | 2,973,900 | ||||||||
March 31, 2013:
|
||||||||||||||||
Warrant liability
|
$ | 6,394,000 | $ | - | $ | - | $ | 6,394,000 |
(Level 3)
|
||||
Warrant Liability
|
||||
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 | |||
Recognition of warrant liability in connection with Series A Exchange Warrant
potentially issuable to Platinum under October 2012 Agreement
|
3,068,200 | |||
Mark to market loss included in net loss
|
1,635,800 | |||
Balance at March 31, 2013
|
6,394,000 | |||
Recognition of warrant liability upon issuance of Senior Secured Convertible
Promissory Note and warrant to Platinum on July 26, 2013
|
146,800 | |||
Mark to market gain included in net loss
|
(3,566,900 | ) | ||
Balance at March 31, 2014
|
$ | 2,973,900 | ||
March 31, | ||||||||
2014 | 2013 | |||||||
Insurance | $ | 21,800 | $ | 19,700 | ||||
Legal fees | 3,400 | 3,400 | ||||||
Interest receivable on note receivable from sale of common stock | 2,800 | 1,600 | ||||||
Technology license fees and all other | 12,500 | 9,000 | ||||||
$ | 40,500 | $ | 33,700 |
March 31,
|
||||||||
2014
|
2013
|
|||||||
Laboratory equipment
|
$ | 653,600 | $ | 649,500 | ||||
Tenant improvements
|
27,000 | - | ||||||
Computers and network equipment
|
32,100 | 12,900 | ||||||
Office furniture and equipment
|
69,600 | 69,600 | ||||||
782,300 | 732,000 | |||||||
Accumulated depreciation and amortization
|
(606,000 | ) | (551,300 | ) | ||||
Property and equipment, net
|
$ | 176,300 | $ | 180,700 |
March 31,
|
||||||||
2014
|
2013
|
|||||||
Accrued professional services
|
$ | 135,700 | $ | 67,800 | ||||
Accrued compensation
|
489,900 | 219,300 | ||||||
Accrued royalties and license fees
|
- | 25,000 | ||||||
All other
|
- | 30,800 | ||||||
$ | 625,600 | $ | 342,900 |
July 2013
|
||||||||||||||||||||||||
Exchange
|
Investment Warrants Issued on:
|
Warrant
|
||||||||||||||||||||||
Warrant
|
10/11/2012
|
10/19/2012
|
2/22/2013
|
3/12/2013
|
7/26/2013
|
|||||||||||||||||||
Market price of common stock
|
$ | 0.75 | $ | 0.75 | $ | 0.75 | $ | 0.60 | $ | 0.80 | $ | 0.75 | ||||||||||||
Exercise price
|
$ | 1.50 | $ | 1.50 | $ | 1.50 | $ | 1.50 | $ | 1.50 | $ | 0.50 | ||||||||||||
Risk-free interest rate
|
0.67 | % | 0.67 | % | 0.67 | % | 0.84 | % | 0.88 | % | 1.36 | % | ||||||||||||
Volatility
|
85.0 | % | 85.0 | % | 85.0 | % | 85.0 | % | 85.0 | % | 96.9 | % | ||||||||||||
Term (years)
|
5.0 | 5.0 | 5.0 | 5.0 | 5.0 | 5.0 | ||||||||||||||||||
Dividend rate
|
0 | % | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | ||||||||||||
Fair value per share
|
$ | 0.53 | $ | 0.53 | $ | 0.53 | $ | 0.39 | $ | 0.52 | $ | 0.59 | ||||||||||||
Number of shares
|
1,272,577 | 500,000 | 500,000 | 250,000 | 750,000 | 250,000 | ||||||||||||||||||
Fair value at date of issuance
|
$ | 672,000 | $ | 264,000 | $ | 264,000 | $ | 97,000 | $ | 393,000 | $ | 146,800 |
Inception Date Carrying Value of
|
||||||||||||||||||||||||
Exchange
|
Investment Notes Issued on:
|
July 2013
|
||||||||||||||||||||||
Note
|
10/11/2012
|
10/19/2012
|
2/22/2013
|
3/12/2013
|
Note
|
|||||||||||||||||||
Face value
|
$ | 1,272,600 | $ | 500,000 | $ | 500,000 | $ | 250,000 | $ | 750,000 | $ | 250,000 | ||||||||||||
Discount attributable to:
|
||||||||||||||||||||||||
Fair value of warrant
|
- | (264,000 | ) | (264,000 | ) | (97,000 | ) | (393,000 | ) | (146,800 | ) | |||||||||||||
Beneficial conversion feature
|
- | (231,000 | ) | (231,000 | ) | (147,000 | ) | (349,500 | ) | (100,700 | ) | |||||||||||||
Inception date carrying value
|
$ | 1,272,600 | $ | 5,000 | $ | 5,000 | $ | 6,000 | $ | 7,500 | $ | 2,500 | ||||||||||||
Effective Interest Rate
|
10.00 | % | 159.05 | % | 159.05 | % | 127.27 | % | 159.05 | % | 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
|
·
|
December 2011 Common Stock Exchange Agreement with Platinum
|
·
|
December 2011 Note and Warrant Exchange Agreement with Platinum
|
·
|
2012 Exchange Agreement with Platinum
|
2013/2014 Unit Warrants
|
||||||||||||
Weighted Average Issuance Date Valuation Assumptions
|
Per Share
|
Aggregate
|
Aggregate
|
Aggregate Allocation of Proceeds
|
||||||||
Warrant
|
Risk free
|
Fair
|
Fair Value
|
Proceeds
|
Based on Relative Fair Value of:
|
|||||||
Shares
|
Market
|
Exercise
|
Term
|
Interest
|
Dividend
|
Value of
|
of Unit
|
of Unit
|
Unit
|
|||
Issued
|
Price
|
Price
|
(Years)
|
Rate
|
Volatility
|
Rate
|
Warrant
|
Warrants
|
Sales
|
Unit Stock
|
Warrant
|
Unit Note
|
2,015,000
|
$ 0.45
|
$ 1.00
|
2.68
|
0.58%
|
76.29%
|
0.0%
|
$ 0.13
|
$ 254,700
|
$ 1,007,500
|
$ 415,000
|
$ 111,400
|
$ 481,100
|
2014 Unit Warrants
|
|||||||||||||||
Weighted Average Issuance Date Valuation Assumptions
|
Per Share
|
Aggregate
|
Aggregate
|
Aggregate Allocation of Proceeds
|
|||||||||||
Warrant
|
Risk free
|
Fair
|
Fair Value
|
Proceeds
|
Based on Relative Fair Value of:
|
||||||||||
Shares
|
Market
|
Exercise
|
Term
|
Interest
|
Dividend
|
Value of
|
of Unit
|
of Unit
|
Unit
|
||||||
Issued
|
Price
|
Price
|
(Years)
|
Rate
|
Volatility
|
Rate
|
Warrant
|
Warrants
|
Sales
|
Unit Stock
|
Warrant
|
Unit Note
|
|||
50,000
|
$ 0.46
|
$ 0.50
|
2.80
|
0.66%
|
74.94%
|
0.0%
|
$ 0.21
|
$ 10,400
|
$ 50,000
|
$ 13,800
|
$ 6,200
|
$ 30,000
|
March 31, | ||||||||
2014 | 2013 | |||||||
Market price of common stock | $ | 0.46 | $ | 0.83 | ||||
Exercise price per share | $ | 0.49 to $0.50 | $ | 0.50 | ||||
Risk-free interest rate | 1.73 | % | 0.77 | % | ||||
Volatility | 75 | % | 85 | % | ||||
Term (years) | 3.5 to 5.0 | 4.5 to 5.0 | ||||||
Dividend rate | 0 | % | 0 | % | ||||
Probability of Series A Preferred exchange | 95 | % | 95 | % | ||||
Fair value per share | $ | 0.26 to $0.29 | $ | 0.59 to $0.62 |
Assumption:
|
Pre-modification
|
Post-modification
|
||||||
Market price per share at modification date
|
$
|
0.50
|
$
|
0.50
|
||||
Exercise price per share (weighted average)
|
$
|
1.50
|
$
|
1.23
|
||||
Risk-free interest rate (weighted average)
|
0.33%
|
0.44%
|
||||||
Contractual term in years (weighted average)
|
1.40
|
2.10
|
||||||
Volatility (weighted average)
|
74.4%
|
75.8%
|
||||||
Dividend rate
|
0.0%
|
0.0%
|
||||||
Weighted Average Fair Value per share
|
$
|
0.05
|
$
|
0.11
|
Assumption:
|
Pre-modification
|
Post-modification
|
||||||
Market price per share at modification date
|
$
|
0.40
|
$
|
0.40
|
||||
Exercise price per share (weighted average)
|
$
|
1.67
|
$
|
0.50
|
||||
Risk-free interest rate (weighted average)
|
0.51%
|
0.57%
|
||||||
Contractual term in years (weighted average)
|
2.06
|
2.34
|
||||||
Volatility (weighted average)
|
73.6%
|
74.4%
|
||||||
Dividend rate
|
0.0%
|
0.0%
|
||||||
Weighted Average Fair Value per share
|
$
|
0.05
|
$
|
0.14
|
Assumption:
|
Pre-modification
|
Post-modification
|
||||||
Market price per share at modification date
|
$
|
0.46
|
$
|
0.46
|
||||
Exercise price per share (weighted average)
|
$
|
1.41
|
$
|
1.19
|
||||
Risk-free interest rate (weighted average)
|
0.07%
|
0.18%
|
||||||
Contractual term in years (weighted average)
|
0.40
|
1.34
|
||||||
Volatility (weighted average)
|
68.7%
|
69.9%
|
||||||
Dividend rate
|
0.0%
|
0.0%
|
||||||
Weighted Average Fair Value per share
|
$
|
0.01
|
$
|
0.06
|
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 (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
|
Shares Subject to
|
|||||||||||
Exercise
|
Weighted Average
|
Purchase at
|
|||||||||
Price
|
Expiration
|
Years to
|
March 31,
|
||||||||
per Share
|
Date
|
Expiration
|
2014
|
||||||||
$ | 0.50 |
12/31/2014 to 3/19/2019
|
3.34 | 5,856,983 | |||||||
$ | 0.64 |
3/3/2023
|
8.92 | 2,940,000 | |||||||
$ | 0.88 |
5/31/2015
|
1.17 | 15,428 | |||||||
$ | 1.00 |
7/30/2016 to 9/30/2017
|
3.05 | 5,326,029 | |||||||
$ | 1.25 |
12/31/2014 to 5/31/2015
|
0.8 | 50,280 | |||||||
$ | 1.50 |
11/4/2014 to 3/4/2018
|
2.45 | 2,353,052 | |||||||
$ | 2.00 |
9/15/2017
|
3.46 | 425,000 | |||||||
$ | 2.50 |
5/31/2015
|
1.17 | 42,443 | |||||||
$ | 2.625 |
1/31/2015
|
0.84 | 61,418 | |||||||
$ | 3.00 |
2/13/2016
|
1.87 | 25,000 | |||||||
4.07 | 17,095,633 |
(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,
|
||||||||
2014
|
2013
|
|||||||
Computed expected tax benefit
|
-34.0 | % | -34.0 | % | ||||
Tax effect of Warrant Liability mark to market
|
41.5 | % | -4.3 | % | ||||
Other losses not benefitted
|
-7.5 | % | 38.2 | % | ||||
Other
|
0.1 | % | 0.1 | % | ||||
Income tax expense
|
0.1 | % | 0.0 | % |
March 31,
|
||||||||
2014
|
2013
|
|||||||
Deferred tax assets:
|
||||||||
Net operating loss carryovers
|
$ | 19,733 | $ | 19,010 | ||||
Basis differences in fixed assets
|
37 | 9 | ||||||
Accruals and reserves
|
17 | 8 | ||||||
Total deferred tax assets
|
19,787 | 19,027 | ||||||
Valuation allowance
|
(19,787 | ) | (19,027 | ) | ||||
Net deferred tax assets
|
$ | - | $ | - |
Fiscal Years Ended
|
||||||||
March 31,
|
||||||||
2014
|
2013
|
|||||||
Research and development expense:
|
||||||||
Stock option grants, including expense related to modifications
|
$ | 296,900 | $ | 242,300 | ||||
Warrants granted to officer in March 2014
|
22,800 | - | ||||||
Warrants granted to officer in March 2013
|
133,700 | 267,500 | ||||||
453,400 | 509,800 | |||||||
General and administrative expense:
|
||||||||
Stock option grants, including expense related to modifications
|
385,100 | 196,600 | ||||||
Warrants granted to officer and directors in March 2014
|
31,300 | - | ||||||
Warrants granted to officers and directors in March 2013
|
267,500 | 534,900 | ||||||
683,900 | 731,500 | |||||||
Total stock-based compensation expense
|
$ | 1,137,300 | $ | 1,241,300 |
Options Outstanding
|
Options Exercisable
|
|||||||||||||||||||||
Weighted
|
||||||||||||||||||||||
Average
|
Weighted
|
Weighted
|
||||||||||||||||||||
Remaining
|
Average
|
Average
|
||||||||||||||||||||
Exercise
|
Number
|
Years until
|
Exercise
|
Number
|
Exercise
|
|||||||||||||||||
Price
|
Outstanding
|
Expiration
|
Price
|
Exercisable
|
Price
|
|||||||||||||||||
$ | 0.40 | 1,041,550 | 8.53 | $ | 0.40 | 810,560 | $ | 0.40 | ||||||||||||||
$ | 0.50 | 2,988,695 | 5.90 | $ | 0.50 | 2,657,665 | $ | 0.50 | ||||||||||||||
$ | 0.72 - $ 1.80 | 219,026 | 5.46 | $ | 1.06 | 186,836 | $ | 1.00 | ||||||||||||||
4,249,271 | 6.52 | $ | 0.50 | 3,655,061 | $ | 0.50 |
March 31,
|
||||||||
2014
|
2013
|
|||||||
Laboratory equipment
|
$ | 19,000 | $ | 19,000 | ||||
Office equipment
|
4,500 | 4,500 | ||||||
23,500 | 23,500 | |||||||
Accumulated depreciation
|
(11,100 | ) | (6,400 | ) | ||||
Net book value
|
$ | 12,400 | $ | 17,100 |
Equipment
|
||||
Capital
|
||||
Fiscal Years Ending March 31,
|
Leases
|
|||
2015
|
$ | 4,300 | ||
2016
|
1,200 | |||
2017
|
1,200 | |||
2018
|
100 | |||
Future minimum lease payments
|
6,800 | |||
Less imputed interest included in minimum lease payments
|
(800 | ) | ||
Present value of minimum lease payments
|
6,000 | |||
Less current portion
|
(3,900 | ) | ||
Non-current capital lease obligation
|
$ | 2,100 |
Fiscal Years Ending March 31,
|
Amount
|
|||
2015
|
$ | 250,900 | ||
2016
|
264,000 | |||
2017
|
277,100 | |||
2018
|
93,800 | |||
$ | 885,800 |
Fiscal Years Ending March 31,
|
Amount
|
|||
2015
|
$ | 1,562,500 | ||
2016
|
461,300 | |||
2017
|
10,000 | |||
2018
|
10,700 | |||
Thereafter through June 2019
|
13,000 | |||
$ | 2,057,500 |
Three Months Ended
|
Total
|
|||||||||||||||||||
June 30, 2013
|
September 30, 2013
|
December 31, 2013
|
March 31, 2014
|
Fiscal Year 2014
|
||||||||||||||||
Revenues:
|
||||||||||||||||||||
Grant revenue
|
$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
Total revenues
|
- | - | - | - | - | |||||||||||||||
Operating expenses:
|
||||||||||||||||||||
Research and development
|
695 | 669 | 551 | 566 | 2,481 | |||||||||||||||
General and administrative
|
605 | 546 | 897 | 500 | 2,548 | |||||||||||||||
Total operating expenses
|
1,300 | 1,215 | 1,448 | 1,066 | 5,029 | |||||||||||||||
Loss from operations
|
(1,300 | ) | (1,215 | ) | (1,448 | ) | (1,066 | ) | (5,029 | ) | ||||||||||
Other expenses, net:
|
||||||||||||||||||||
Interest expense, net
|
(316 | ) | (323 | ) | (361 | ) | (503 | ) | (1,503 | ) | ||||||||||
Change in warrant liabilities
|
1,805 | 79 | 1,940 | (257 | ) | 3,567 | ||||||||||||||
Income (loss) before income taxes
|
189 | (1,459 | ) | 131 | (1,826 | ) | (2,965 | ) | ||||||||||||
Income taxes
|
(3 | ) | - | - | - | (3 | ) | |||||||||||||
Net income (loss)
|
$ | 186 | $ | (1,459 | ) | $ | 131 | $ | (1,826 | ) | $ | (2,968 | ) | |||||||
Basic net income (loss) per common share
|
$ | 0.01 | $ | (0.07 | ) | $ | 0.01 | $ | (0.08 | ) | $ | (0.14 | ) | |||||||
Diluted net loss per common share
|
$ | (0.02 | ) | $ | (0.07 | ) | $ | (0.02 | ) | $ | (0.08 | ) | $ | (0.19 | ) | |||||
Weighted average shares used in computing:
|
||||||||||||||||||||
Basic net income (loss) per common share
|
20,839,941 | 21,630,587 | 22,210,573 | 23,251,044 | 21,973,149 | |||||||||||||||
Diluted net loss per common share
|
21,229,190 | 21,630,587 | 22,210,573 | 23,251,044 | 21,973,149 |
Three Months Ended
|
Total
|
|||||||||||||||||||
June 30, 2012
|
September 30, 2012
|
December 31, 2012
|
March 31, 2013
|
Fiscal Year 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 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 income (loss) attributable to common stockholders
|
$ | (1,826 | ) | $ | (1,956 | ) | $ | (15,528 | ) | $ | (3,770 | ) | $ | (23,080 | ) | |||||
|
||||||||||||||||||||
Basic and diluted net loss attributable to common
stockholders per common share
|
$ | (0.11 | ) | $ | (0.11 | ) | $ | (0.85 | ) | $ | (0.19 | ) | $ | (1.27 | ) | |||||
Weighted average shares used in computing basic
and diluted net loss attributable to common
stockholders per common share
|
16,842,655 | 17,094,833 | 18,292,301 | 20,236,491 | 18,108,444 |
Name
|
Age
|
Position
|
|||
Shawn K. Singh, J.D.
|
51
|
Chief Executive Officer and Director
|
|||
H. Ralph Snodgrass, Ph.D.
|
64
|
Founder, President, Chief Scientific Officer and Director
|
|||
Jerrold D. Dotson
|
60
|
Vice President, Chief Financial Officer and Secretary
|
|||
Jon S. Saxe (1)
|
77
|
Director
|
|||
Brian J. Underdown, PhD. (2)
|
73
|
Director
|
(1)
|
Chairman of the audit committee and member of the compensation committee and corporate governance and nominating committee
|
(2)
|
Member of the audit committee and chairman of the compensation committee and corporate governance and nominating committee
|
·
|
overseeing our accounting and financial reporting process;
|
·
|
selecting, retaining and replacing our independent auditors and evaluating their qualifications, independence and performance;
|
·
|
reviewing and approving scope of the annual audit and audit fees;
|
·
|
monitoring rotation of partners of independent auditors on engagement team as required by law;
|
·
|
discussing with management and independent auditors the results of annual audit and review of quarterly financial statements;
|
·
|
reviewing adequacy and effectiveness of internal control policies and procedures;
|
·
|
approving retention of independent auditors to perform any proposed permissible non-audit services;
|
·
|
overseeing internal audit functions and annually reviewing audit committee charter and committee performance; and
|
·
|
preparing the audit committee report that the SEC requires in our annual proxy statement.
|
·
|
Reviewing and approving our compensation programs and arrangements applicable to our executive officers (as defined in Rule I 6a-I (f) of the Exchange Act), including all employment-related agreements or arrangements under which compensatory benefits are awarded or paid to, or earned or received by, our executive officers, including, without limitation, employment, severance, change of control and similar agreements or arrangements;
|
·
|
Determining the objectives of our executive officer compensation programs;
|
·
|
Ensuring corporate performance measures and goals regarding executive officer compensation are set and determining the extent to which they are achieved and any related compensation earned;
|
·
|
Establishing goals and objectives relevant to CEO compensation, evaluating CEO performance in light of such goals and objectives, and determining CEO compensation based on the evaluation; and
|
·
|
Endeavoring to ensure that our executive compensation programs are effective in attracting and retaining key employees and reinforcing business strategies and objectives for enhancing stockholder value; monitoring the administration of incentive-compensation plans and equity-based incentive plans as in effect and as adopted from time to time by the board.
|
·
|
Reviewing and approving any new equity compensation plan or any material change to an existing plan.
|
·
|
Reviewing and approving any stock option award or any other type of award as may be required for complying with any tax, securities, or other regulatory requirement, or otherwise determined to be appropriate or desirable by the committee or board.
|
·
|
Monitoring the size and composition of the board;
|
·
|
Making recommendations to the board with respect to the nominations or elections of our directors;
|
·
|
Reviewing the adequacy of our corporate governance policies and procedures and our Code of Business Conduct and Ethics, and recommending any proposed changes to the board for approval; and
|
·
|
Considering any requests for waivers from our Code of Business Conduct and Ethics and ensure that we disclose such waivers as may be required by the exchange on which we are listed, if any, and rules and regulations of the SEC.
|
·
|
compiling names of potentially eligible candidates;
|
·
|
conducting background and reference checks;
|
·
|
conducting interviews with candidates and/or others;
|
·
|
meeting to consider and approve final candidates; and, as appropriate,
|
·
|
preparing and presenting to the full Board an analysis with regard to particular recommended candidates.
|
·
|
personal and professional integrity;
|
·
|
broad experience in business, finance or administration;
|
·
|
familiarity with our industry; and
|
·
|
prominence and reputation.
|
Name and Principal Position
|
Fiscal
Year
|
Salary
($)
|
Bonus
($)
|
Option and Warrant
Awards
(7)
($)
|
All Other Compensation
($)
|
Total
($)
|
||||||||||||||||
Shawn K. Singh, J.D.
(1)
|
2014
|
250,000 | (4) | - | 159,802 | (8) | - | 409,802 | ||||||||||||||
Chief Executive Officer
|
2013
|
201,646 | - | 802,411 | (9)(10) | - | 1,004,057 | |||||||||||||||
H. Ralph Snodgrass, Ph.D.
(2)
|
2014
|
250,000 | (5) | - | 102,353 | (8) | - | 352.353 | ||||||||||||||
President, Chief Scientific Officer
|
2013
|
203,086 | - | 534,941 | (10) | - | 738,027 | |||||||||||||||
Jerrold D. Dotson
(3)
|
2014
|
200,000 | (6) | - | 36,846 | (8) | - | 236,846 | ||||||||||||||
Vice President, Chief Financial Officer, Secretary |
2013
|
97,269 | - | 134,316 | (11) | 62,333 | (12) | 293,918 |
(1)
|
Mr. Singh became VistaGen California’s Chief Executive Officer on August 20, 2009 and our Chief Executive Officer in May 2011, in connection with the Merger. In our fiscal years ended March 31, 2014 and 2013, 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, 2014 and 2013, 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, 2014 and 2013, Mr. Singh voluntarily refrained from receiving any cash bonus from us.
|
(2)
|
Through August 20, 2009, Dr. Snodgrass served as VistaGen California’s President and Chief Executive Officer, at which time he became its President and Chief Scientific Officer. He became our President and Chief Scientific Officer in May 2011, in connection with the Merger. In our fiscal years ended March 31, 2014 and 2013, 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, 2014 and 2013, 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, 2014 and 2012, Dr. Snodgrass voluntarily refrained from receiving any cash bonus from us.
|
(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)
|
Mr. Singh received only $125,000 in cash in our fiscal year ended March 31, 2014 and the remaining balance has been accrued for future payment.
|
(5)
|
Dr. Snodgrass received only $149,606 in cash in our fiscal year ended March 31, 2014 and the remaining balance has been accrued for future payment.
|
(6)
|
Mr. Dotson received only $143,333 in cash in our fiscal year ended March 31, 2014 and the remaining balance has been accrued for future payment.
|
(7)
|
The amounts in the Option and Warrant Awards column represent 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, or the effect of modifications to prior grants of options or warrants occurring 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 or modified during the periods presented
. Except as indicated in note (9) below, 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.
|
(8)
|
The table below provides information regarding the option and warrant awards and modifications we granted to Mr. Singh, Dr. Snodgrass and Mr. Dotson during fiscal 2014 and the assumptions used in the Black Scholes Option Pricing Model to determine the grant date fair values of the respective awards and modifications.
|
Option
|
Warrant
|
Option/Warrant | ||||||||||||||||
Grant
|
Grant
|
Option Modification
|
Warrant Modification
|
Exchange (a)
|
||||||||||||||
10/27/2013
|
3/19/2014
|
12/20/2013
|
12/20/2013
|
3/19/2014
|
Total
|
|||||||||||||
Singh
|
$ -
|
$ -
|
$ 134,436
|
$ 25,366
|
$ -
|
$ 159,802
|
||||||||||||
Snodgrass
|
-
|
14,560
|
56,835
|
-
|
30,958
|
102,353
|
||||||||||||
Dotson
|
6,380
|
29,120
|
1,346
|
-
|
-
|
36,846
|
||||||||||||
$ 6,380
|
$ 43,680
|
$ 192,617
|
$ 25,366
|
$ 30,958
|
$ 299,001
|
|||||||||||||
Before
|
After
|
Before
|
After
|
Before
|
After
|
|||||||||||||
Market price per share
|
$ 0.40
|
$ 0.46
|
$ 0.40
|
$ 0.40
|
$ 0.40
|
$ 0.40
|
$ 0.46
|
$ 0.46
|
||||||||||
Exercise price per share
|
$ 0.40
|
$ 0.50
|
$ 0.75 to
$2.10
|
$ 0.50
|
$ 0.50
to $1.75
|
$ 0.50
|
$ 0.50
|
$ 0.50
|
||||||||||
Risk-free interest rate
|
1.675%
|
1.750%
|
0.7% to
2.68%
|
0.12% to
2.68%
|
0.07% to
1.18%
|
0.75% to
1.18%
|
0.106%
|
1.750%
|
||||||||||
Volatility
|
99.53%
|
80.57%
|
68.8% to
97.6%
|
68.8% to
97.6%
|
68.76% to
78.21%
|
76.51% to
78.21%
|
68.96%
|
80.57%
|
||||||||||
Expected term (years)
|
6.25
|
5.00
|
0.25 to
8.86
|
0.87 to
8.86
|
0.03 to
3.96
|
3.03 to
3.96
|
0.63
|
5.00
|
||||||||||
Dividend rate
|
0%
|
0%
|
0%
|
0%
|
0%
|
0%
|
0%
|
0%
|
||||||||||
Fair value per share
|
$ 0.32
|
$ 0.29
|
$ 0.00 to
$0.32
|
$ 0.07 to
$0.34
|
$ 0.00 to
$0.11
|
$0.18 to
$0.21
|
$ 0.08
|
$ 0.29
|
||||||||||
Aggregate shares
|
20,000
|
150,000
|
2,322,500
|
2,322,500
|
166,052
|
166,052
|
150,000
|
150,000
|
(a) On March 19, 2014, the Board and Dr. Snodgrass agreed to cancel a fully-vested option to purchase 150,000 shares of our restricted common stock at a price of $0.50 per share and expiring on November 4, 2014 in exchange for the grant of a five-year warrant to purchase 150,000 shares of our restricted common stock at a price of $0.50 per share. Shares subject to the cancelled option grant were returned to the 2008 Stock Incentive Plan for potential future grants. The cancellation of the option and grant of the warrant was accounted for as a modification of an award under ASC 718 and, accordingly, the difference in the fair value of the two instruments at the modification date was recorded in stock compensation expense and is the amount reported in the table above.
|
(9)
|
In June and October 2013, Mr. Singh exercised warrants granted to him in March 2013, described in Note 10, below, to purchase an aggregate of 60,000 shares of our restricted common stock at $0.64 per share. Mr. Singh continues to hold the shares of our restricted common stock issued upon his exercise of the warrants.
|
(10)
|
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 in March 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
|
|
Mr. Singh, Dr. Snodgrass and Mr. Dotson were granted warrants to purchase 1,500,000, 1,000,000 and 200,000 restricted shares of our common stock, respectively.
|
(11)
|
In October 2012, we 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, $1,943.
|
(12) |
Amount shown represent cash compensation paid to Mr. Dotson under the terms of the consulting agreement between us and Mr. Dotson for the period April 2012 through August 2012.
|
Stock Options
|
|||||||||||||
Name |
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
|||||||||
Shawn K. Singh, J.D.
|
20,000 | - | 0.80 |
12/21/2016
|
|||||||||
40,000 | - | 0.72 |
5/17/2017
|
||||||||||
20,000 | - | 0.50 |
1/17/2018
|
||||||||||
20,000 | - | 0.50 |
1/17/2018
|
||||||||||
60,000 | - | 0.50 |
3/24/2019
|
||||||||||
22,500 | - | 0.50 |
6/17/2019
|
||||||||||
1,000,000 | - | 0.50 |
11/4/2019
|
||||||||||
425,000 | - | 0.50 |
12/30/2019
|
||||||||||
72,916 | 27,084 | 0.50 |
4/25/2021
|
||||||||||
80,338 | - | 0.50 |
12/31/2016
|
||||||||||
35,714 | - | 0.50 |
12/31/2016
|
||||||||||
50,000 | - | 0.50 |
12/6/2017
|
||||||||||
100,000 | - | 1.00 |
7/30/2016
|
||||||||||
690,000 | 750,000 | (1) | 0.64 |
3/3/2023
|
|||||||||
Total:
|
2,636,468 | 777,084 | |||||||||||
H. Ralph Snodgrass, Ph.D.
|
50,000 | - | 0.50 |
3/24/2019
|
|||||||||
25,000 | - | 0.50 |
6/17/2014
|
||||||||||
6,362 | - | 0.88 |
12/20/2016
|
||||||||||
250,000 | - | 0.50 |
12/30/2019
|
||||||||||
72,916 | 27,084 | 0.50 |
4/25/2021
|
||||||||||
500,000 | 500,000 | (1) | 0.64 |
3/3/2023
|
|||||||||
- | 50,000 | (2) | 0.50 |
3/19/2024
|
|||||||||
- | 150,000 | (2) | 0.50 |
3/19/2024
|
|||||||||
Total:
|
904,278 | 727,084 | |||||||||||
Jerrold D. Dotson
|
74,782 | 25,218 | 0.50 |
10/30/2022
|
|||||||||
4,166 | 15,834 | 0.40 |
10/27/2023
|
||||||||||
100,000 | 100,000 | (1) | 0.64 |
3/3/2023
|
|||||||||
- | 100,000 | (2) | 0.50 |
3/19/2024
|
|||||||||
Total:
|
178,948 | 241,052 |
(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.
|
(2)
|
Represents warrant to purchase restricted shares of our common stock granted on March 19, 2014 when the market price of our common stock was $0.46 per share. The warrant becomes exercisable for 50% of the shares on April 1, 2014, 25% of the shares on April 1, 2015 and 25% of the shares on April 1, 2016, provided that the warrant will become fully vested upon a change in control of the Company, as defined, or upon the consummation by the Company and a third party of a license or sale transaction involving at least one new drug rescue variant.
|
●
|
twelve months of his then-current base salary payable in the form of salary continuation;
|
●
|
a pro-rated portion of the incentive cash bonus that the board of directors determines in good faith that Mr. Singh earned prior to his termination; and
|
●
|
such amounts required to reimburse him for Consolidated Omnibus Budget Reconciliation Act (
COBRA
) payments for continuation of his medical health benefits for such twelve-month period.
|
●
|
twelve months of his then-current base salary payable in the form of salary continuation;
|
●
|
a pro-rated portion of the incentive bonus that the board of directors determines in good faith that Dr. Snodgrass earned prior to his termination; and
|
●
|
such amounts required to reimburse him for COBRA payments for continuation of his medical health benefits for such twelve-month period.
|
●
|
a material reduction in the executive’s responsibility; or
|
●
|
a material reduction in the executive’s base salary following the Merger except for reductions that are comparable to reductions generally applicable to similarly situated executives of VistaGen.
|
Fees Earned or
Paid in Cash
(1)
|
Option and Warrant
Awards
(2)
|
Other
Compensation
|
Total
|
|||||||||||||
Name
|
($)
|
($)
|
($)
|
($)
|
||||||||||||
Jon S. Saxe
(3)
|
14,000
|
40,683
|
(5)
|
-
|
54,683
|
|||||||||||
Brian J. Underdown, Ph.D
. (4)
|
12,000
|
32,267
|
(5)
|
-
|
44,267
|
(1)
|
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, 2014.
|
|
(2)
|
The amounts in this column represent the aggregate grant date fair value of warrants to purchase restricted shares of our common stock awarded to Mr. Saxe and Dr. Underdown or the effect of modifications to prior grants of options or warrants occurring during the fiscal year ended March 31, 2014, 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 payment actually received by Mr. Saxe or Dr. Underdown with respect to any of such options or warrants to purchase restricted shares of our common stock awarded to them or modified during the fiscal year ended March 31, 2014. To date, Mr. Saxe and Dr. Underdown have not exercised such options or warrants to purchase common stock, and there can be no assurance that either of them will ever realize any of the ASC 718 grant date fair value amounts presented in the Option and Warrant Awards column.
|
|
(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, 2014. At March 31, 2014, 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 251,208 restricted shares are vested; and (iii) warrants to purchase 265,000 restricted shares of our common stock, of which 125,000 are exercisable.
|
|
(4)
|
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, 2014. At March 31, 2014, Dr. Underdown holds: (i) options to purchase 185,000 restricted shares of our common stock, of which options to purchase 171,458 restricted shares are vested; and (ii) warrants to purchase 250,000 restricted shares of our common stock, of which 125,000 are exercisable.
|
|
(5)
|
The table below provides information regarding the warrant awards and option and warrant modifications we granted to Mr. Saxe and Dr. Underdown during fiscal 2014 and the assumptions used in the Black Scholes Option Pricing Model to determine the grant date fair values of the respective awards and modifications.
|
Warrant
|
||||||||||||||||||||||||
Grant
|
Option Modification
|
Warrant Modification
|
||||||||||||||||||||||
3/19/2014
|
12/20/2013
|
12/20/2013
|
Total
|
|||||||||||||||||||||
Saxe
|
$ | 18,928 | $ | 15,291 | $ | 6,464 | $ | 40,683 | ||||||||||||||||
Underdown
|
14,560 | 11,243 | 6,464 | 32,267 | ||||||||||||||||||||
$ | 33,488 | $ | 26,534 | $ | 12,928 | $ | 72,950 | |||||||||||||||||
Before
|
After
|
Before
|
After
|
|||||||||||||||||||||
Market price per share
|
$ | 0.46 | $ | 0.40 | $ | 0.40 | $ | 0.40 | $ | 0.40 | ||||||||||||||
Exercise price per share
|
$ | 0.50 | $ | 1.13 to $2.10 | $ | 0.50 | $ | 3.00 | $ | 0.50 | ||||||||||||||
Risk-free interest rate | 1.750 | % |
1.24% to 2.40%
|
1.24% to 2.40%
|
4.25 | % | 4.25 | % | ||||||||||||||||
Volatility | 80.57 | % |
78.9% to 97.62%
|
78.9% to 97.62% | 76.10 | % | 76.10 | % | ||||||||||||||||
Expected term (years)
|
5.00 |
4.08 to 7.35
|
4.08 to 7.35
|
2.15 | 2.15 | |||||||||||||||||||
Dividend rate
|
0 | % | 0 | % | 0 | % | 0 | % | 0 | % | ||||||||||||||
Fair value per share
|
$ | 0.29 | $ | 0.10 to $0.27 | $ | 0.21 to $0.32 | $ | 0.02 | $ | 0.14 | ||||||||||||||
Aggregate shares
|
115,000 | 422,500 | 422,500 | 100,000 | 100,000 |
·
|
each stockholder known by us to be the beneficial owner of more than 5% of our common stock;
|
·
|
each of our directors;
|
·
|
each of our named executive officers; and
|
·
|
all of our directors and executive officers as a group.
|
Name and address of beneficial owner
|
Number of shares beneficially owned
|
Percent of shares beneficially owned
|
||||
Executive officers and directors
|
||||||
Shawn K. Singh, JD
(1)
|
3,476,575
|
12.19
|
%
|
|||
H. Ralph Snodgrass, PhD
(2)
|
2,467,079
|
9.23
|
%
|
|||
Jerrold D. Dotson
(3)
|
309,410
|
1.20
|
%
|
|||
Jon S. Saxe
(4)
|
473,116
|
1.83
|
%
|
|||
Brian J. Underdown, PhD
(5)
|
363,124
|
1.41
|
%
|
|||
5% Stockholders
|
||||||
Cato BioVentures
(6)
|
4,687,165
|
17.47
|
%
|
|||
Platinum Long Term Growth Fund VII
(7)
|
1,540,000
|
6.05
|
%
|
|||
Morrison & Foerster LLP
(8)
|
2,199,567
|
8.01
|
%
|
|||
David Young
(9)
|
2,100,498
|
7.88
|
%
|
|||
University Health Network
(10)
|
1,748,188
|
6.71
|
%
|
|||
All executive officers and directors as a group (5 persons)
(11)
|
7,089,304
|
23.95
|
%
|
(1)
|
Includes options to purchase 1,688,749 restricted shares of common stock exercisable within 60 days of June 19, 2014; warrants to purchase 1,331,052 restricted shares of common stock exercisable within 60 days of June 16, 2014, and 44,600 restricted shares of common stock upon conversion of a currently convertible promissory note and accrued interest.
|
(2)
|
Includes options to purchase 412,611 restricted shares of common stock exercisable within 60 days of June 19, 2014 and warrants to purchase 850,000 restricted shares of common stock exercisable within 60 days of June 19, 2014.
|
(3)
|
Includes options to purchase 109,410 restricted shares of common stock exercisable within 60 days of June 19, 2014, including options to purchase 12,718 shares of common stock held by Mr. Dotson’s wife, and warrants to purchase 200,000 restricted shares of common stock exercisable within 60 days of June 19, 2014.
|
(4)
|
Includes options to purchase 240,624 restricted shares of common stock exercisable within 60 days of June 19, 2014 and warrants to purchase 195,000 restricted shares of common stock exercisable within 60 days of June 19, 2014.
|
(5)
|
Includes options to purchase 175,624 restricted shares of common stock exercisable within 60 days of June 19, 2014 and warrants to purchase 187,500 restricted shares of common stock exercisable within 60 days of June 19, 2014.
|
(6)
|
Based upon information contained in Form 4 filed on January 9, 2012. Includes currently exercisable warrants to purchase 1,376,329 shares of restricted 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. The primary business address of Cato BioVentures is 4364 South Alston Avenue, Durham, North Carolina 27713.
|
(7)
|
Based upon information contained
in Schedule 13G/A filed on February 14, 2014, we believe that Platinum has transferred or assigned 15% of its holdings of our common stock and other securities as of December 31, 2013 to another party. The figures reported in the table above and in this note reflect the impact of Platinum’s transfer or assignment and are adjusted for securities sold to Platinum in transactions on April 1, 2014, May 14, 2014 and June 18, 2014, including an aggregate of 750,000 restricted shares of our common stock, currently exercisable warrants to purchase 750,000 shares of our restricted common stock (subject to beneficial ownership restrictions noted below); and three currently convertible promissory notes (subject to beneficial ownership restrictions noted below). The number of beneficially owned shares reported at June 19, 2014 includes 1,540,000 restricted shares of common stock owned by
Platinum.
The reported number of shares beneficially owned excludes 12,750,000 restricted shares of common stock and a warrant to purchase 6,375,000 restricted shares of common stock that may currently be acquired by Platinum upon exchange of 425,000 restricted shares of our Series A Preferred Stock. Pursuant to the October 11, 2012 Note Exchange and Purchase Agreement by and between us and Platinum, there is a limitation on exchange such that the number of shares of our 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 our 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 reported number of shares beneficially owned also excludes an aggregate of 10,942,464 restricted shares of our Common Stock that may be acquired by Platinum upon (i) conversion of various Senior Secured Convertible Promissory Notes in the aggregate face amount of $3,522,577 and a Subordinate Convertible Promissory Note in the face amount of $250,000 (together, the “
Convertible Notes
”) plus accrued but unpaid interest or (ii) exercise of various common stock purchase warrants to purchase an aggregate of 3,494,190 restricted shares of our 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.
Including
the shares otherwise excluded due to the beneficial ownership restrictions noted above, Platinum beneficially owns 31,857,464 shares or 57.12% of our common stock. The primary business address of Platinum Long Term Growth Fund VII is 152 West 57
th
Street, 54
th
Floor, New York, New York 10019. Mark Nordlicht has voting and investment control over the shares held by
Platinum.
|
(8)
|
Includes currently exercisable warrants to purchase 1,999,567 restricted shares of common stock. The primary business address of Morrison & Foerster is 555 Market Street, San Francisco, California 94105.
|
(9)
|
Includes currently exercisable warrants to purchase 658,728 restricted shares of common stock and 537,556 restricted shares of common stock upon conversion of currently convertible promissory notes and accrued interest. Mr. Young’s primary business address is c/o Coldwell Banker Residential Brokerage, 580 El Camino Real, San Carlos, California 94070.
|
(10)
|
Includes currently exercisable warrants to purchase 610,133 restricted shares of common stock. The primary business address of University Health Network is 101 College Street, Suite 150, Toronto, Ontario Canada M5G 1L7.
|
(11)
|
Includes options to purchase an aggregate of 2,627,018 restricted shares of common stock exercisable within 60 days of June 19, 2014, warrants to purchase an aggregate of 2,763,552 restricted shares of common stock exercisable within 60 days of June 19, 2014 and 44,600 restricted shares of common stock upon conversion of a currently convertible promissory note and accrued interest.
|
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
|
3,964,800
|
$
|
0.50
|
735,200
|
||||||||
Equity compensation plans not approved by security holders
|
284,471
|
0.59
|
--
|
|||||||||
Total
|
4,249,271
|
$
|
0.50
|
735,200
|
•
|
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.
|
Fiscal Years Ended March 31,
|
||||||||
2014
|
2013
|
|||||||
Audit fees
|
$ | 172,500 | $ | 167,500 | ||||
Audit-related fees
|
4,600 | - | ||||||
Tax fees
|
12,643 | 18,747 | ||||||
All other fees
|
- | - | ||||||
Total fees
|
$ | 189,743 | $ | 186,247 |
|
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, dated October 6, 2005. | |
3.2 | Certificate of Amendment filed with the Nevada Secretary of State on December 6, 2011, incorporated by reference from Exhibit 3.3 to the Company's Annual Report on Form 10-K, filed July 2, 2012. | |
3.3
|
Amended and Restated Bylaws as of February 5, 2014, incorporated by reference from the Company’s Report on Form 8-K filed on February 7, 2014.
|
|
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 | Articles of Merger filed with the Nevada Secretary of State on May 24, 2011, incorporated by reference from Exhibit 3.1 to the Company's Current Report on Form 8-K filed on May 31, 2011. | |
3.6
|
Certificate of Designations Series A Preferred, incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 23, 2011.
|
|
10.1 *
|
VistaGen’s 1999 Stock Incentive Plan.
|
|
10.2 *
|
Form of Option Agreement under VistaGen’s 1999 Stock Incentive Plan.
|
|
10.5 *
|
VistaGen’s 2008 Stock Incentive Plan.
|
|
10.6 *
|
Form of Option Agreement under VistaGen’s 2008 Stock Incentive Plan.
|
|
10.20 *
|
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 and Amendment No. 2, dated April 19, 2010 and December 15, 2010, respectively.
|
|
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.
|
|
10.31 *
|
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.
|
|
10.34 *
|
Promissory Note dated February 25, 2010 issued by VistaGen to The Regents of the University of California.
|
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.
|
|
10.46
|
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 Exhibit 10.46 to 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 Exhibit 10.47 to 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 Exhibit 10.2 to the Company’s Current Report on Form 8-K 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 Exhibit 10.1 to the Company’s Current Report on Form 8-K 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 Exhibit 10.1 to the Company’s Current Report on Form 8-K 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 Exhibit 10.1 to the Company’s Current Report on Form 8-K 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 Exhibit 10.1 to the Current Report on Form 8-K filed on January 4, 2012.
|
|
10.55
|
Form of Warrant to Purchase Common Stock, dated as of February 28, 2012, incorporated by reference from Exhibit 10.3 to the Company’s Current Report on Form 8-K 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 Exhibit 10.57 to 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 Exhibit 10.58 to the Company’s Annual Report on Form 10-K filed on July 2, 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 Exhibit 10.3 to 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 Exhibit 10.4 to 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 Exhibit 10.5 to 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 Exhibit 10.6 to 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 Exhibit 10.1 to 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 Exhibit 10.2 to 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 Exhibit 10.3 to 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 Exhibit 10.4 to 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 Exhibit 10.5 to 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 Exhibit 10.6 to 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 Exhibit 10.1 to 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 Exhibit 10.1 to 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 Exhibit 10.1 to 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 Exhibit 10.1 to 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 Exhibit 10.1 to 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 Exhibit 10.2 to 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 Exhibit 10.3 to 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, incorporated by reference from Exhibit 10.81 to the Company’s Annual Report on Form 10-K filed July 18, 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 Exhibit 10.1 to 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, incorporated by reference from Exhibit 10.83 to the Company’s Annual Report on Form 10-K filed July 18, 2013.
|
|
10.84
|
Indemnification Agreement effective May 20, 2013 between the Company and Jon S. Saxe, incorporated by reference from Exhibit 10.84 to the Company's Annual Report on Form 10-K filed on July 18, 2013.
|
|
10.85
|
Indemnification Agreement effective May 20, 2013 between the Company and Shawn K. Singh,
incorporated by reference from Exhibit 10.85 to the Company’s Annual Report on Form 10-K filed on July 18, 2013.
|
|
10.86
|
Indemnification Agreement effective May 20, 2013 between the Company and H. Ralph Snodgrass,
incorporated by reference from Exhibit 10.86 to the Company’s Annual Report on Form 10-K filed on July 18, 2013
.
|
|
10.87
|
Indemnification Agreement effective May 20, 2013 between the Company and Brian J. Underdown,
incorporated by reference from Exhibit 10.87 to the Company’s Annual Report on Form 10-K filed on July 18, 2013
.
|
|
10.88
|
Indemnification Agreement effective May 20, 2013 between the Company and Jerrold D. Dotson,
incorporated by reference from Exhibit 10.88 to the Company’s Annual Report on Form 10-K filed on July 18, 2013
.
|
|
10.89
|
Amendment and Waiver effective May 24, 2013 between the Company and Platinum Long Term Growth VII, LLC, incorporated by reference from Exhibit 10.1 to 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, Autilion AG and Bergamo Acquisition Corp. PTE LTD, incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 28, 2013.
|
|
10.91
|
Senior Secured Convertible Promissory Note, dated July 26, 2013 issued to Platinum Long Term Growth VII, LLP, incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 2, 2013.
|
|
10.92
|
Common Stock Warrant, dated July 26, 2013 issued to Platinum Long Term Growth VII, LLP, incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 2, 2013.
|
|
10.93
|
Form of Subscription Agreement between the Company and investors in the Fall 2013 Unit Private Placement.
|
|
10.94
|
Form of Convertible Promissory Note between the Company and investors in the Fall 2013 Unit Private Placement.
|
|
10.95
|
Form of Common Stock Purchase Warrant between the Company and investors in the Fall 2013 Unit Private Placement.
|
|
10.96
|
Form of Amendment to Convertible Promissory Note and Warrant between the Company and investors in the Fall 2013 Unit Private Placement, effective May 31, 2014.
|
|
10.97
|
Form of Unit Subscription Agreement between the Company and investors in the Spring 2014 Unit Private Placement dated April 1, 2014, incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 8, 2014.
|
|
10.98
|
Form of Subordinate Convertible Promissory Note between the Company and investors in the Spring 2014 Unit Private Placement dated April 1, 2014, incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 8, 2014.
|
|
10.99
|
Form of Common Stock Purchase Warrant between the Company and investors in the Spring 2014 Unit Private Placement dated April 1, 2014, incorporated by reference from Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on April 8, 2014.
|
|
10.100
|
Common Stock Purchase Warrant between the Company and Platinum Long Term Growth Fund VII dated May 14, 2014, incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 19, 2014.
|
|
10.101
|
Subordinate Convertible Promissory Note between the Company and Platinum Long Term Growth Fund VII dated May 14, 2014, incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 19, 2014.
|
|
10.102
|
Form of Promissory Note and Form of Warrant issued by the Company to Icahn School of Business at Mount Sinai effective April 10, 2014 in satisfaction of technology license maintenance fees and reimbursable patent costs.
|
|
10.103 |
Amendment No. 3 to Sponsored Research Collaboration Agreement, dated April 25, 2011, by and between VistaGen and University Health Network.
|
|
10.104 |
Amendment No. 5 to Sponsored Research Collaboration Agreement, dated October 10, 2012, by and between VistaGen and University Health Network.
|
|
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
|
|
|
VistaGen Therapeutics, Inc.
|
|||
By:
|
/s/
Shawn K. Singh
|
||
Shawn K. Singh, J.D.
Chief Executive Officer
|
Signature
|
|
Title
|
Date
|
|
/s/ Shawn K. Singh
|
|
Chief Executive Officer, and Director
|
June 24, 2014
|
|
Shawn K. Singh, JD | (Principal Executive Officer) | |||
/s/ Jerrold D. Dotson
|
|
Vice President and Chief Financial Officer
|
June 24, 2014
|
|
Jerrold D. Dotson | (Principal Financial and Accounting Officer) | |||
/s/ H. Ralph Snodgrass
|
|
President, Chief Scientific Officer and Director
|
June 24, 2014
|
|
H. Ralph Snodgrass, Ph.D | ||||
/s/ Jon S. Saxe
|
|
Chairman of the Board of Directors
|
June 24, 2014
|
|
Jon S. Saxe | ||||
/s/ Brian J. Underdown
|
|
Director
|
June 24, 2014
|
|
Brian J. Underdown, Ph. D |
TO: |
VistaGen Therapeutics, Inc., a Nevada corporation, (the “
Co
r
po
r
a
ti
on
”)
|
RE: | Purchase of Units of VistaGen Therapeutics, Inc. |
I
n
st
ruc
ti
on
s
:
|
Complete and sign this Subscription Agreement. Please be sure to initial the appropriate
“accredited investor” category in Box C.
|
A completed and originally executed copy of, and the other documents required to be delivered with, this Subscription Agreement, must be delivered to the following address:
|
|
Shawn K. Singh, JD
Chief Executive Officer
VistaGen Therapeutics, Inc.
343 Allerton Avenue
South San Francisco, CA 94080
(650) 627-3483
ssi
ngh
@
v
ista
g
e
n
.c
o
m
|
|
(a) it is authorized to consummate the purchase of the Units;
|
|
(b) it understands that the Note, the Shares, the Warrants and the Shares issuable upon conversion of the Note or exercise of the Warrants (collectively, the “
S
ec
u
rities
”) have not been and will not be registered under the Securities Act of 1933 (the “
S
ec
u
riti
e
s
Ac
t
”), or any applicable state securities laws, and that the offer and sale of the Note, the Shares and Warrants to it is being made in reliance on a private placement exemption available under Section 4(2) of the Securities Act and Rule 506 of Regulation D under the Securities Act (“
R
e
gu
l
a
ti
o
n
D
”) to accredited investors (“
A
ccre
d
ite
d
I
n
vest
o
r
s
”), as defined in Rule 501(a) of Regulation D;
|
|
(c) it has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Units and is able to bear the economic risks of, and withstand the complete loss of, such investment;
|
|
(d) it is an Accredited Investor acquiring the Units for its own account or, if the Units are to be purchased for one or more accounts (“
I
n
vest
o
r
A
cc
oun
ts
”) with respect to whom it is exercising sole investment discretion, each such investor account is an Accredited Investor on a like basis. In
each case, the undersigned has completed Box C of Section 6 to indicate under which category of
Rule 501(a) the investor qualifies as an Accredited Investor;
|
|
(e) it is not acquiring the Units with a view to any resale, distribution or other disposition of the Units in violation of federal or applicable state securities laws, and, in particular, it has no intention to distribute either directly or indirectly any of the Units in the U.S. or to U.S. persons; provided, however, that the holder may sell or otherwise dispose of any of the Units pursuant to registration thereof under the Securities Act and any applicable state securities laws or pursuant to an exemption from such registration requirements;
|
|
(f) in the case of the purchase by the Subscriber of the Units as agent or trustee for any other person, the Subscriber has due and proper authority to act as agent or trustee for and on behalf of such beneficial purchaser in connection with the transactions contemplated hereby;
|
|
(g) it is not purchasing the Units as a result of any general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act), including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;
|
|
(h) it understands that the Securities are “restricted securities” as defined in Rule 144(a)(3) under the Securities Act and agrees that if it decides to offer, sell or otherwise transfer the Securities, such Securities may be offered, sold or otherwise transferred only (A) to the Corporation, (B) outside the U.S. in accordance with Rule 904 of Regulation S under the Securities Act, (C) within the U.S. or to or for the account or benefit of a U.S. Person in accordance with an exemption from the registration requirements of the Securities Act and all applicable state securities laws, (D) in a transaction that does not require registration under the Securities Act or any applicable U.S. state securities laws or (E) pursuant to an effective registration statement under the Securities Act, and in each case in accordance with any applicable state securities laws in the U.S. or securities laws of any other applicable jurisdiction; provided that with respect to sales or transfers under clauses (C) or (D), only if the holder has furnished to the Corporation a written opinion of counsel, reasonably satisfactory to the Corporation, prior to such sale or transfer;
|
|
(i) it has been independently advised as to the applicable holding period and resale restrictions with respect to trading imposed in respect of the Securities, by securities legislation in the jurisdiction in which it resides or to which it is otherwise subject, and confirms that no representation has been made respecting the applicable holding periods for the Securities and is aware of the risks and other characteristics of the Securities and of the fact that the undersigned may not be able to resell the Securities except in accordance with applicable securities legislation and regulations;
|
|
(j) no person has made to the Subscriber any written or oral representations:
|
|
(k) it understands and acknowledges that certificates representing the Note, the Shares and the
Warrants shall bear the following legend:
|
|
“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “
SECUR
I
T
I
E
S
ACT
”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THESE SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION, THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED
|
|
OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE U.S. IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (C) IN COMPLIANCE WITH AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND, IN THE CASE OF (C) AND (D), THE SELLER FURNISHES TO THE CORPORATION A WRITTEN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION TO SUCH EFFECT.”
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(l) it consents to the Corporation making a notation on its records or giving instructions to any transfer agent of the Shares in order to implement the restrictions on transfer set forth and described herein;
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(m) the office or other address of the undersigned at which the undersigned received and accepted the offer to purchase the Units is the address listed in Box B of Section 6 below;
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(n) if required by applicable securities laws, regulations, rule or order or by any securities commission, stock exchange or other regulatory authority, it will execute, deliver and file, within the approved time periods, all documentation as may be required thereunder, and otherwise assist the Corporation in filing reports, questionnaires, undertakings and other documents with respect to the issuance of the Units;
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(o) this subscription agreement has been duly and validly authorized, executed and delivered by and constitutes a legal, valid, binding and enforceable obligation of the Subscriber; and
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(p) it is not an affiliate (as defined in Rule 144 under the Securities Act) of the Corporation and is not acting on behalf of an affiliate of the Corporation.
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B
O
X
A
Pa
rtic
u
l
a
r
s
o
f
Pu
rc
ha
s
e
o
f
Un
it
s
Number of Units subscribed for: ___________________________________________
Subscription Price ($5,000 X number of Units) __________________________________
|
B
O
X
B
Sub
scri
b
e
r
I
n
f
o
r
m
a
ti
o
n
|
||
Name
|
||
Street Address
|
||
Street Address (2)
|
||
City and State
|
||
Zip Code
|
||
Contact Name
|
||
Alternate Contact
|
||
Phone No.
|
||
E-mail Address
|
||
0
|
Category 7.
|
A trust, with total assets in excess of $5,000,000, not formed for the specific
purpose of acquiring the Shares, whose purchase is directed by a sophisticated
person as described in Rule 506(b)(2)(ii) of Regulation D under the U.S. Securities Act
|
.
|
||
0 | Category 8. | An entity in which each of the equity owners is an accredited investor. |
|
||
(Full Name of Subscriber) | ||
|
||
(Authorized Signature) | ||
|
||
(Name and Official Capacity – PLEASE PRINT) |
(Signature) | ||
|
||
Shawn K. Singh, JD, Chief Executive Officer |
$_____________________
|
August __, 2013
|
Dated: August ___, 2013
|
Warrant Number: CSW-___
|
Where
|
X =
|
the number of shares of Common Stock to be issued to the Holder.
|
Y =
|
the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised.
|
A =
|
the Warrant Price.
|
|
B =
|
the Per Share Market Value of one share of Common Stock.”
|
VISTAGEN THERAPEUTICS, INC.
|
|
By:____________________________________
Shawn K. Singh
Chief Executive Officer
|
|
|
INVESTOR:
|
By:_____________________________________
|
|
Original Note Number:
Original Note Issue Date:
Initial Principal Amount of Original Note:
Original Warrant Number:
|
|
$300,000.00
|
April 10, 2014
|
·
|
This Promissory Note (the “
Note
”);
|
·
|
Three hundred thousand (300,000) shares of unregistered Company common stock (the “Shares”), which Shares the Company shall, concurrently with the issuance of this Note, instruct its stock transfer agent to cause to be issued to Holder as soon as practicable following the date of this Note, , but in no event later April 30, 2014; and
|
·
|
Warrants to purchase three hundred thousand (300,000) shares of unregistered Company common stock at a purchase price of $0.50 per share (the “
Warrants
”), which Warrants shall be issued to Holder concurrently with the issuance of this Note.
|
Invoice date
|
Invoice amount
|
||||
Maintenance Fee 2012
|
9/1/2012
|
$ | 20,000.00 | ||
Maintenance Fee 2013
|
9/1/2012
|
20,000.00 | |||
Legal Fee reimbursement
|
6/20/2013
|
129,224.88 | |||
Legal Fee reimbursement
|
8/29/2013
|
58,497.33 | |||
Legal Fee reimbursement
|
10/16/2013
|
12,455.26 | |||
Legal Fee reimbursement
|
12/11/2013
|
6,562.06 | |||
Legal Fee reimbursement
|
2/5/2014
|
19,712.76 | |||
Legal Fee reimbursement
|
3/14/2014
|
21,978.12 | |||
$ | 288,430.41 | ||||
Strategic premium
|
11,569.59 | ||||
Initial Promissory Note balance
|
$ | 300,000.00 | |||
Subsequent additions to note:
|
|||||
Legal Fee reimbursement
|
6/2/2014
|
7,528.87 | |||
Amount subject to Note
|
$ | 307,528.87 |
Dated: April 10, 2014
|
Warrant Number: CSW-___
|
/s/ Shawn K. Singh | |
Shawn K. Singh, JD | |
Principal Executive Officer |
/s/ Jerrold D. Dotson | |
Jerrold D. Dotson | |
Principal Financial Officer |