Vistagen Announces Pricing of $100 Million Underwritten Offering

Vistagen Therapeutics, Inc. (“Vistagen”) (Nasdaq: VTGN), a late clinical-stage biopharmaceutical company aiming to transform the treatment landscape for individuals living with anxiety, depression, and other central nervous system (“CNS”) disorders, today announced the pricing of a $100 million underwritten offering of its common stock (or pre-funded warrants to purchase common stock) and warrants to purchase common stock (or pre-funded warrants in lieu thereof), before deducting underwriting discounts and commissions and estimated offering expenses.

The financing was led by BVF Partners LP with participation from Commodore Capital, Great Point Partners, Logos Capital, Nantahala Capital, Surveyor Capital (a Citadel company), and TCGX along with additional institutional investors.

At a combined purchase price of $5.38 per share of common stock, accompanying T1 Warrant and accompanying T2 Warrant (as defined below), the offering consists of 15,010,810 shares of Vistagen common stock, accompanying warrants to purchase up to 9,294,022 shares of Vistagen common stock (or pre-funded warrants in lieu thereof) at an exercise price of $5.38 per share or pre-funded warrant (the “T1 Warrants”), and accompanying warrants to purchase up to 11,265,086 shares of its common stock (or pre-funded warrants in lieu thereof) at an exercise price of $8.877 per share or pre-funded warrant (the “T2 Warrants”); and, to certain investors in lieu of common stock, pre-funded warrants to purchase up to 3,577,240 shares of Vistagen common stock, accompanying T1 Warrants and accompanying T2 Warrants at a combined price of $5.379 per pre-funded warrant, accompanying T1 Warrant and accompanying T2 Warrant, which represents the per share offering price for the common stock, accompanying T1 Warrant and accompanying T2 Warrant less the $0.001 per share exercise price for each such pre-funded warrant, in each case before deducting underwriting discounts and commissions. Each share of common stock or pre-funded warrant will be sold with an accompanying T1 Warrant and T2 Warrant.

The total gross proceeds to Vistagen from this offering are expected to be approximately $100 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by Vistagen and excluding any potential future proceeds of up to $50 million from the exercise of the T1 Warrants and up to $100 million from the exercise of the T2 Warrants. Vistagen intends to use the net proceeds from the offering, together with its existing cash and cash equivalents, for research, development, manufacturing, and regulatory expenses associated with development of its product candidates, including, primarily, its PALISADE Phase 3 program for fasedienol for the acute treatment of anxiety in adults with social anxiety disorder ("SAD"), and for other working capital and general corporate purposes. If its PALISADE Phase 3 program is successful, Vistagen believes the proceeds from this offering, together with its existing cash and cash equivalents, will be sufficient to fund its operations through its potential submission of a U.S. New Drug Application for fasedienol for the acute treatment of anxiety in adults with SAD. All of the shares of common stock, pre-funded warrants, T1 Warrants, and T2 Warrants to be sold in the offering are being sold by Vistagen. The offering is expected to close on October 4, 2023, subject to the satisfaction of customary closing conditions.