UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2)
Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Item 2.02 Results of Operations and Financial Condition.
On August 12, 2021, VistaGen Therapeutics, Inc. (the “Company”) issued a press release to announce the Company’s financial results for its fiscal year 2022 first quarter ended June 30, 2021. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
Item 7.01 Regulation FD Disclosure.
On August 12, 2021, the Company began utilizing a new corporate presentation, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.2.
Disclaimer.
The information in this Current Report on Form 8-K, including the information set forth in Exhibits 99.1 and 99.2, are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall Exhibit 99.1 filed herewith be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Index
Exhibit No. |
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| Press Release issued by VistaGen Therapeutics, Inc., dated August 12, 2021 | |
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| VistaGen Therapeutics, Inc. Corporate Presentation, dated August 2021. |
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
VistaGen Therapeutics, Inc. |
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Date: August 12, 2021 | By: | /s/ Shawn K. Singh |
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| Shawn K. Singh Chief Executive Officer |
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EXHIBIT 99.1
VistaGen Therapeutics Reports Fiscal Year 2022 First Quarter Financial Results and Provides Corporate Update
PALISADE Phase 3 Program to evaluate PH94B for rapid-onset acute treatment of anxiety in adults with social anxiety disorder (SAD) progressing on plan
Additional potential NDA-enabling clinical studies expected to initiate in 2021
SOUTH SAN FRANCISCO, Calif., August 12, 2021 – VistaGen Therapeutics, Inc. (NASDAQ: VTGN), a biopharmaceutical company committed to developing and commercializing a new generation of medicines with the potential to go beyond the current standard of care for anxiety, depression and other central nervous system (CNS) disorders, today reported financial results for its fiscal year 2022 first quarter ended June 30, 2021 and provided a corporate update.
“The strong momentum we generated in fiscal 2021 leading up to the launch of our PALISADE Phase 3 Program for PH94B as a potential rapid-onset acute treatment of anxiety in adults with social anxiety disorder continued throughout the first quarter of fiscal 2022. The initiation of PALISADE-1 was a major milestone in the program. That study is proceeding as planned, with topline data anticipated in mid-2022. We remain on track to initiate PALISADE-2, which will be a counterpart of PALISADE-1, later this year, together with several other planned clinical studies we believe will be supportive of a potential U.S. New Drug Application for PH94B if our PALISADE Phase 3 Program is successful. We have also made progress in our Phase 2A clinical development program for PH94B, which is focused on additional anxiety disorders beyond SAD. We recently received from the U.S. Food and Drug Administration notice that we may proceed with our proposed exploratory Phase 2A clinical study of PH94B for treatment of adjustment disorder with anxiety. We expect to initiate that study in the U.S. before year end,” said Shawn Singh, Chief Executive Officer of VistaGen.
“Our core mission is to improve mental health and well-being for individuals around the world. As we continue to advance on that goal and into the next phases of our corporate development, we have enhanced diversity and collective expertise on our Board and across all key internal functions. We are well-positioned to drive our clinical-stage programs through multiple development and regulatory milestones, as well as appropriately-timed pre-commercial activities, and, if our PALISADE Phase 3 Program is successful, PH94B commercial launch operations in the U.S.,” continued Singh.
Recent Corporate Highlights
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| · | Initiated PALISADE Phase 3 Program for PH94B with PALISADE-1, a U.S., multi-center, randomized, double-blind, placebo-controlled Phase 3 clinical study to evaluate the efficacy, safety and tolerability of PH94B for the acute treatment of anxiety in adults with SAD. Topline results from PALISADE-1 are anticipated in mid-2022. |
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| · | Received notice from the U.S. Food and Drug Administration (FDA) that we may proceed with our exploratory Phase 2A clinical study of PH94B in adults experiencing adjustment disorder with anxiety (AjDA). |
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| · | Appointed Mary L. Rotunno, J.D. to our Board of Directors, adding significant healthcare industry expertise as a leader and strategist as we advance late-stage development of our CNS product candidates for anxiety and depression disorders. |
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| · | Appointed Maggie FitzPatrick to our Board of Directors, bringing extensive leadership in healthcare consumer-focused engagement, marketing and public relations. Ms. FitzPatrick has driven marketing communications initiatives for some of the world’s largest and most successful companies, including Johnson & Johnson and Cigna. |
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| · | Included in the Russell 2000® Index, one of the most cited performance benchmarks for small-cap companies, increasing overall awareness and exposure for VistaGen within the investment community. |
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CNS Pipeline Updates
PH94B Nasal Spray
In May, VistaGen initiated its PALISADE Phase 3 Program with PALISADE-1, a U.S., multi-center, randomized, double-blind, placebo-controlled Phase 3 clinical study to evaluate the efficacy, safety and tolerability of PH94B for the acute treatment of anxiety in adults with SAD. The Company expects to initiate PALISADE-2, a replicate of PALISADE-1, in the second half of calendar 2021. If successful, these clinical studies are designed to be among the studies necessary to support a potential PH94B U.S. New Drug Application (NDA) to the FDA. PH94B has been granted Fast Track designation status by the FDA for development as an acute treatment of anxiety in adults with SAD.
Recently, the Company received a notice from the FDA allowing commencement of its exploratory Phase 2A clinical study of PH94B in adults experiencing AjDA. The study is expected to start by the end of 2021. In addition to studies of PH94B in SAD and AjDA, the Company is also preparing for exploratory Phase 2A clinical studies of PH94B in adults experiencing other anxiety disorders, including postpartum anxiety, post-traumatic stress disorder and pre-procedural anxiety.
PH10 Nasal Spray
Exploratory Phase 2A clinical development of PH10 as a potential rapid-onset treatment of major depressive disorder (MDD) has been completed. VistaGen is preparing to initiate a U.S. Phase 2B multi-center, randomized, double-blind, placebo-controlled study to evaluate the efficacy, safety and tolerability of PH10 as a potential rapid-onset, stand-alone treatment for MDD in mid-2022. PH10 also has potential as a novel treatment for treatment-resistant depression, postpartum depression and suicidal ideation.
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AV-101
VistaGen is currently preparing to initiate a Phase 1B clinical study to evaluate AV-101 in combination with probenecid during the second half of calendar 2021. The FDA has granted Fast Track designation for development of AV-101 as a potential adjunctive treatment for MDD and as a non-opioid treatment for neuropathic pain. AV-101 also has the potential to be developed as a treatment for levodopa-induced dyskinesia, suicidal ideation, epilepsy and other neurological disorders involving the NMDA (N-methyl-D-aspartate) receptor.
Fiscal Year 2022 First Quarter Financial Results
Revenue: The Company recognized $0.4 million in sublicense revenue from its $5 million upfront payment pursuant to its PH94B development and commercialization agreement with EverInsight Therapeutics (now AffaMed Therapeutics) during the quarter ended June 30, 2021, compared to none in the quarter ended June 30, 2020.
Research and development (R&D) expense: Research and development expense increased by $3.9 million, from $1.7 million to $5.6 million for the quarters ended June 30, 2020 and 2021, respectively. The increase in R&D expense is primarily related to the commencement of our PALISADE Phase 3 Program for PH94B in SAD with PALISADE-1, as well as other clinical and nonclinical developmental and manufacturing activities for both PH94B and PH10, which accounted for increased expenses of approximately $2.7 million during the quarter ended June 30, 2021 in comparison to the same quarter in the prior year. Salaries and benefits expense for the quarter ended June 30, 2021 increased by approximately $1.0 million versus the comparable prior-year quarter, primarily due to the hiring of additional senior management and other personnel focused on clinical operations, outsourced manufacturing activities and regulatory affairs.
General and administrative (G&A) expense: General and administrative expense increased to approximately $2.5 million for the quarter ended June 30, 2021 compared to approximately $1.4 million for the quarter ended June 30, 2020. Salaries and benefits expense for the quarter ended June 30, 2021 increased by approximately $0.6 million versus the comparable prior-year quarter, primarily due to the hiring of additional senior management and other administrative personnel.
Net loss: Net loss for the quarters ended June 30, 2021 and 2020 was approximately $7.7 million and $3.1 million, respectively.
Cash Position: At June 30, 2021, the Company had cash and cash equivalents of approximately $97.8 million.
As of August 11, 2021, the Company had 192,903,896 shares of common stock outstanding.
Conference Call
VistaGen will host a conference call and live audio webcast this afternoon at 2:00 p.m. Pacific Time to provide a corporate update and discuss its financial results for its fiscal year 2022 first quarter ended June 30, 2021.
U.S. Dial-in (Toll Free): 1-800-935-5014
International Dial-in Number (Toll): 1-212-231-2920
Conference ID: 21996610
Webcast Link: http://public.viavid.com/index.php?id=146257
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A telephone playback of the conference call will be available after approximately 5:00 p.m. Pacific Time on August 12, 2020. To listen to the replay, call toll free 1-844-512-2921 within the United States or 1-412-317-6671 when calling internationally (toll). Please use the replay PIN number 21996610.
About VistaGen
VistaGen Therapeutics is a biopharmaceutical company committed to developing and commercializing innovative medicines with the potential to go beyond the current standard of care for anxiety, depression, and other CNS disorders. Each of VistaGen's drug candidates has a differentiated potential mechanism of action, has been well-tolerated in all clinical studies to date and has therapeutic potential in multiple CNS indications. For more information, please visit www.VistaGen.com and connect with VistaGen on Twitter, LinkedIn, and Facebook.
Forward Looking Statements
This press release contains certain forward-looking statements within the meaning of the federal securities laws. These forward-looking statements involve known and unknown risks that are difficult to predict and include all matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “project,” “outlook,” “strategy,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “strive,” “goal,” “continue,” “likely,” “will,” “would” and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by us and our management, are inherently uncertain. Our actual results or developments may differ materially from those projected or implied in these forward-looking statements. Factors that may cause such a difference include, without limitation, risks and uncertainties relating to delays in launching and/or conducting our planned clinical trials, including delays due to the impact of the ongoing COVID-19 pandemic; fluctuating costs of materials and other resources required to conduct our planned clinical and non-clinical trials; market conditions; the impact of general economic, industry or political conditions in the United States or internationally; adverse healthcare reforms and changes of laws and regulations; manufacturing and marketing risks, which may include, but are not limited to, unavailability of or delays in delivery of raw materials for manufacture of our CNS drug candidates and difficulty in initiating or conducting clinical trials due to the ongoing COVID-19 pandemic or otherwise; inadequate and/or untimely supply of one or more of our CNS drug candidates to meet demand; entry of competitive products; and other technical and unexpected hurdles in the development, manufacture and commercialization of our CNS drug candidates; and the risks more fully discussed in the section entitled "Risk Factors" in our most recent Annual Report on Form 10-K for the fiscal year ended March 31, 2021 and in our most recent Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, as well as discussions of potential risks, uncertainties, and other important factors in our other filings with the U.S. Securities and Exchange Commission (SEC). Our SEC filings are available on the SEC’s website at www.sec.gov. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this press release and should not be relied upon as representing our views as of any subsequent date. We explicitly disclaim any obligation to update any forward-looking statements, other than as may be required by law. If we do update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to those or other forward-looking statements.
VistaGen Company Contacts
Media:
Mark McPartland
Phone: (650) 577-3606
Email: markmcp@vistagen.com
Investors:
Mark Flather
Phone: (650) 577-3617
Email: mflather@vistagen.com
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| VISTAGEN THERAPEUTICS, INC. | ||||||||
| CONSOLIDATED BALANCE SHEETS | ||||||||
| (unaudited) | ||||||||
| (Amounts in dollars, except share amounts) | ||||||||
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| June 30, |
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| March 31, |
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| 2021 |
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| 2021 |
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| ASSETS |
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| Current assets: |
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| Cash and cash equivalents |
| $ | 97,776,900 |
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| $ | 103,108,300 |
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| Receivable from collaboration partner |
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| 44,000 |
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| 40,600 |
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| Prepaid expenses and other current assets |
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| 1,871,400 |
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| 835,100 |
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| Deferred contract acquisition costs - current portion |
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| 133,500 |
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| 133,500 |
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| Total current assets |
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| 99,825,800 |
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| 104,117,500 |
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| Property and equipment, net |
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| 482,800 |
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| 367,400 |
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| Right of use asset - operating lease |
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| 3,125,300 |
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| 3,219,600 |
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| Deferred offering costs |
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| 224,700 |
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| 294,900 |
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| Deferred contract acquisition costs - non-current portion |
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| 200,800 |
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| 234,100 |
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| Security deposits and other assets |
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| 47,800 |
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| 47,800 |
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| Total assets |
| $ | 103,907,200 |
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| $ | 108,281,300 |
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| LIABILITIES AND STOCKHOLDERS EQUITY | ||||||||
| Current liabilities: |
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| Accounts payable |
| $ | 2,316,200 |
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| $ | 838,300 |
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| Accrued expenses |
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| 2,150,000 |
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| 1,562,700 |
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| Deferred revenue - current portion |
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| 1,420,200 |
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| 1,420,200 |
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| Operating lease obligation - current portion |
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| 378,400 |
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| 364,800 |
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| Financing lease obligation - current portion |
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| 2,200 |
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| 3,000 |
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| Total current liabilities |
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| 6,267,000 |
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| 4,189,000 |
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| Non-current liabilities: |
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| Accrued dividends on Series B Preferred Stock |
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| 6,634,500 |
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| 6,272,700 |
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| Deferred revenue - non-current portion |
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| 2,136,200 |
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| 2,490,300 |
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| Operating lease obligation - non-current portion |
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| 3,252,700 |
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| 3,350,800 |
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| Total non-current liabilities |
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| 12,023,400 |
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| 12,113,800 |
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| Total liabilities |
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| 18,290,400 |
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| 16,302,800 |
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| Commitments and contingencies |
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| Stockholders equity: |
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| Preferred stock, $0.001 par value; 10,000,000 shares authorized at June 30, 2021 and March 31, 2021: |
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| Series A Preferred, 500,000 shares authorized, issued and outstanding at June 30, 2021 and March 31, 2021 |
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| 500 |
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| 500 |
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| Series B Preferred; 4,000,000 shares authorized at June 30, 2021 and March 31, 2021; 1,131,669 shares issued and outstanding at June 30, 2021 and March 31, 2021 |
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| 1,100 |
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| 1,100 |
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| Series C Preferred; 3,000,000 shares authorized at June 30, 2021 and March 31, 2021; 2,318,012 shares issued and outstanding at June 30, 2021 and March 31, 2021 |
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| 2,300 |
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| 2,300 |
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| Series D Preferred; 2,000,000 shares authorized at June 30, 2021 and March 31, 2021; no shares and 402,149 shares issued and outstanding at June 30, 2021 and March 31, 2021, respectively |
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| - |
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| 400 |
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| Common stock, $0.001 par value; 325,000,000 shares authorized at June 30, 2021 and March 31, 2021; 191,632,008 and 180,751,234 shares issued at June 30, 2021 and March 31, 2021, respectively |
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| 191,600 |
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| 180,800 |
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| Additional paid-in capital |
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| 316,975,600 |
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| 315,603,100 |
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| Treasury stock, at cost, 135,665 shares of common stock held at June 30, 2021 and March 31, 2021 |
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| (3,968,100 | ) |
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| (3,968,100 | ) |
| Accumulated deficit |
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| (227,586,200 | ) |
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| (219,841,600 | ) |
| Total stockholders equity |
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| 85,616,800 |
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| 91,978,500 |
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| Total liabilities and stockholders equity |
| $ | 103,907,200 |
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| $ | 108,281,300 |
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| VISTAGEN THERAPEUTICS, INC. | ||||||||
| CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS | ||||||||
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| Three Months Ended June 30, |
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| 2021 |
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| 2020 |
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| Sublicense revenue |
| $ | 354,100 |
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| $ | - |
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| Total revenues |
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| 354,100 |
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| - |
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| Operating expenses: |
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| Research and development |
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| 5,603,600 |
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| 1,731,200 |
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| General and administrative |
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| 2,496,700 |
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| 1,390,600 |
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| Total operating expenses |
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| 8,100,300 |
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| 3,121,800 |
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| Loss from operations |
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| (7,746,200 | ) |
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| (3,121,800 | ) |
| Other income (expenses), net: |
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| Interest income (expense), net |
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| 5,100 |
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| (3,200 | ) |
| Other income |
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| - |
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| 600 |
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| Loss before income taxes |
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| (7,741,100 | ) |
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| (3,124,400 | ) |
| Income taxes |
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| (3,400 | ) |
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| (2,400 | ) |
| Net loss and comprehensive loss |
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| (7,744,500 | ) |
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| (3,126,800 | ) |
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| Accrued dividends on Series B Preferred stock |
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| (361,800 | ) |
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| (335,800 | ) |
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| Net loss attributable to common stockholders |
| $ | (8,106,300 | ) |
| $ | (3,462,600 | ) |
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| Basic and diluted net loss attributable to common stockholders per common share |
| $ | (0.04 | ) |
| $ | (0.07 | ) |
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| Weighted average shares used in computing basic and diluted net loss attributable to common stockholders per common share |
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| 189,924,158 |
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| 51,321,355 |
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EXHIBIT 99.2
