Issuer Free Writing Prospectus dated December 18, 2020
Filed Pursuant to Rule 433 of the Securities Act of
1933
Registration Statement No. 333-234025
Relating to the Preliminary Prospectus Supplement
Dated December 17, 2020
Term Sheet
VistaGen Therapeutics, Inc.
$100,280,000
Common Stock
Series D Convertible Preferred
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Issuer
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VistaGen
Therapeutics, Inc.
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Securities offered by us
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63,000,000
shares of common stock at a public offering price of $0.92 per
share
2,000,000
shares of Series D Convertible Preferred Stock at a public offering
price of $21.16 per share (the “Series D preferred
stock”).
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Series
D Preferred Stock
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Conversion Rights
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Each share of our Series D preferred stock is initially convertible
into 23 shares of our common stock at any time at the option of the
holder, provided that, the
Series D preferred stock shall not be convertible prior to the date
on which we have received approval of our stockholders to increase
the total authorized shares of our common stock by at least an
amount necessary to reserve shares sufficient to satisfy our
conversion obligations in respect of the Series D preferred stock
and an amendment to our Restated and Amended Articles of
Incorporation reflecting such increase becomes effective (the
“Approval Date”), provided further, that the holder will
be prohibited, subject to certain exceptions, from converting such
shares of Series D preferred stock into shares of our common stock
if, as a result of such conversion, the holder, together with its
affiliates and other attribution parties, would own more than 9.99%
of the total number of shares of our common stock then issued and
outstanding, which percentage may be changed at the holder’s
election to a lower percentage at any time or to a higher
percentage not to exceed 19.99%, in each case upon 61 days’
notice to us.
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Liquidation preference
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Prior
to the Approval Date, in the event of our liquidation, dissolution,
or winding up, holders of our Series D preferred stock will receive
a payment equal to $0.001 per share before any proceeds are
distributed to the holders of our common stock. On and after the
Approval Date, the Series D preferred stock will have no
liquidation preference.
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Voting rights
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Prior to the Approval Date, holders of shares of our Series D
preferred stock will have one vote per share of Series D preferred
stock and will vote as a single class with our shares of common
stock. On and after the Approval Date, shares of Series D preferred
stock will generally have no voting rights, except to the extent
expressly provided in our Restated and Amended Articles of
Incorporation or as otherwise required by law.
However,
for so long as shares of Series D preferred stock are outstanding,
the affirmative consent of holders of a majority of the outstanding
Series D preferred stock will be required before we
can:
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amend, alter, modify or repeal (whether by merger, consolidation or
otherwise) the certificate of designations relating to our Series D
preferred stock, our articles of incorporation or our bylaws in any
manner that adversely affects the rights, preferences, privileges
or the restrictions provided for the benefit of, the Series D
preferred stock;
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issue further shares of Series D preferred stock or increase or
decrease (other than by conversion) the number of authorized shares
of Series D preferred stock; or
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enter into any agreement to do any of the foregoing that is not
expressly made conditional on obtaining the affirmative vote or
written consent of the requisite holders.
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Ranking
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The
Series D preferred stock will rank:
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senior to any class or series of our capital stock hereafter
created specifically ranking by its terms junior to the preferred
stock;
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until the Approval Date, senior to our common stock;
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on parity to all shares of our Series A Convertible Preferred
Stock, Series B 10% Convertible Preferred Stock and Series C
Convertible Preferred Stock;
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on parity with any class or series of capital stock hereafter
created specifically ranking by its terms on parity with the
preferred stock; and
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junior to any class or series of capital stock hereafter created
specifically ranking by its terms senior to the preferred
stock;
in each
case, as to distributions of assets upon our liquidation,
dissolution or winding up, whether voluntarily or
involuntarily.
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Use of proceeds
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We
intend to use the net proceeds from this offering for research,
development and manufacturing and regulatory expenses associated
with continuing development of PH94B, PH10, AV-101, and potential
drug candidates to expand our CNS pipeline and for other working
capital and general corporate purposes.
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Joint Book-Running Managers
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Jefferies
LLC and William Blair & Company, L.L.C.
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Listing
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There
is no established public trading market for the Series D preferred
stock, and we do not expect a market to develop. In addition, we do
not intend to apply for listing of the Series D preferred stock on
the Nasdaq Capital Market or on any national securities or other
nationally recognized trading system. Our common stock is listed on
the Nasdaq Capital Market under the symbol
“VTGN.”
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Settlement
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December
22, 2020
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The issuer has filed a registration statement on Form S-3 (File No.
333-234025), previously filed with the Securities and Exchange
Commission (the “SEC”) and declared effective on
October 7, 2019. The securities may be offered only by means
of a prospectus supplement and accompanying prospectus that form a
part of the registration statement. In connection with the
offering, a preliminary prospectus supplement, including the
accompanying prospectus, describing the terms of the offering was
filed with the SEC on December 17, 2020. A final prospectus
supplement relating to and describing the terms of the offering
will be filed with the SEC and will be available on the SEC's
website at www.sec.gov.
When available, copies of the final prospectus supplement and the
accompanying prospectus relating to the offering may also be
obtained by contacting: Jefferies LLC,
Attention: Equity Syndicate Prospectus Department, 520
Madison Avenue, 2nd Floor, New York, NY 10022, or by
telephone at (877) 821-7388, or
by e-mail: Prospectus_Department@Jefferies.com
or William Blair & Company,
L.L.C., Attention: Prospectus Department, 150 North Riverside
Plaza, Chicago, IL 60606 or by email at prospectus@williamblair.com
or by telephone at +1-800-621-0687.