Capital Stock | Common Stock At our Annual Meeting of Stockholders on September 15, 2017, as approved by and recommended to our stockholders by our Board of Directors ( Board Series A Preferred Stock In December 2011, our Board authorized the creation of a series of up to 500,000 shares of Series A Preferred, par value $0.001 ( Series A Preferred The Series A Preferred has no separate dividend rights, however, whenever the Board declares a dividend on the common stock, each holder of record of a share of Series A Preferred shall be entitled to receive an amount equal to such dividend declared on one share of common stock multiplied by the number of shares of common stock into which such share of Series A Preferred could be converted on the Record Date. Except with respect to transactions upon which the Series A Preferred shall be entitled to vote separately as a class, the Series A Preferred has no voting rights. The restricted common stock into which the Series A Preferred is convertible shall, upon issuance, have all of the same voting rights as other issued and outstanding shares of our common stock. In the event of the liquidation, dissolution or winding up of our affairs, after payment or provision for payment of our debts and other liabilities, the holders of Series A Preferred then outstanding shall be entitled to receive distributions out of our assets, if any, an amount per share of Series A Preferred calculated by taking the total amount available for distribution to holders of all of our outstanding common stock before deduction of any preference payments for the Series A Preferred, divided by the total of (x), all of the then outstanding shares of our common stock, plus (y) all of the shares of our common stock into which all of the outstanding shares of the Series A Preferred can be converted before any payment shall be made or any assets distributed to the holders of the common stock or any other junior stock. At March 31, 2018 and 2017, there were 500,000 restricted shares of Series A Preferred outstanding, convertible into 750,000 shares of our common stock at the option of the two respective holders. Series B Preferred Stock In July 2014, our Board authorized the creation of a class of Series B Preferred Stock. In May 2015, we filed a Certificate of Designation of the Relative Rights and Preferences of the Series B 10% Preferred Stock of VistaGen Therapeutics, Inc. ( Certificate of Designation Each share of Series B Preferred is convertible, at the option of the holder ( Voluntary Conversion Automatic Conversion Conversion Prior to Conversion, shares of Series B Preferred accrue in-kind dividends (payable only in unregistered shares of our common stock) at a rate of 10% per annum ( Accrued Dividends In the event of the liquidation, dissolution or winding-up of our affairs, after payment or provision for payment of our debts and other liabilities, the Holders of the Series B Preferred then outstanding shall be entitled to receive distributions out of our assets, if any, of an amount equal to the Stated Value of the Series B Preferred ($7.00 per share), plus any accrued and unpaid dividends thereon, before any distribution or payment shall be made to the holders of any junior securities, including holders of our common stock. If our assets are insufficient to pay, in full, such amounts, then the entire assets to be distributed to the holders of the Series B Preferred shall be ratably distributed among the holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. Upon liquidation, each share of Series B Preferred ranks pari-passu with our Series A Preferred and our Series C Preferred (defined below).The liquidation value of the Series B Preferred at March 31, 2018 is approximately $10,729,900. At March 31, 2018 and 2017, there were 1,160,240 shares of Series B Preferred outstanding, which shares are currently subject to beneficial ownership blockers and are exchangeable at the option of the two respective holders by Voluntary Conversion, or pursuant to Automatic Conversion to the extent not otherwise subject to beneficial ownership blockers, into an aggregate of 1,160,240 shares of our common stock. Series C Preferred Stock In January 2016, our Board authorized the creation of and, accordingly, we filed a Certificate of Designation of the Relative Rights and Preferences of the Series C Convertible Preferred Stock of VistaGen Therapeutics, Inc. (the Series C Preferred Certificate of Designation Series C Preferred In the event of the liquidation, dissolution or winding up of our affairs, after payment or provision for payment of our debts and other liabilities, the holders of Series C Preferred then outstanding shall be entitled to receive, out of our assets, if any, an amount per share of Series C Preferred calculated by taking the total amount available for distribution to holders of all of our outstanding common stock before deduction of any preference payments for the Series C Preferred, divided by the total of (x), all of the then outstanding shares of our common stock, plus (y) all of the shares of our common stock into which all of the outstanding shares of the Series C Preferred can be exchanged before any payment shall be made or any assets distributed to the holders of the common stock or any other junior stock. Upon liquidation, each share of Series C Preferred ranks pari-passu with our Series B Preferred and our Series A Preferred. Each share of Series C Preferred is convertible, at the option of the holder into one share of our common stock, subject to certain beneficial ownership limitations as set forth in the Series C Preferred Certificate of Designation. Shares of the Series C Preferred do not accrue dividends, and holders of the Series C Preferred have no voting rights. At March 31, 2018 and 2017, one holder and its affiliates held all 2,318,012 outstanding shares of Series C Preferred. Series B Preferred Unit Offering Between May 2015 and May 2016, in self-placed private placement transactions, we sold to accredited investors an aggregate of $5,303,800 of units in our Series B Preferred Unit Offering, which units consisted of Series B Preferred and Series B Warrants (together Series B Preferred Units The warrants issued in the Series B Preferred Unit Offering have no anti-dilution or other exercise price or share reset features, except as is customary with respect to a change in our capital structure in the event of a stock split or dividend, and, accordingly, we have accounted for them as equity warrants. We allocated the proceeds from the sale of the Series B Preferred Units sold during our fiscal year ended March 31, 2017 to the Series B Preferred and the Series B Warrants based on their relative fair values on the dates of the sales. We determined that the fair value of a share of Series B Preferred was equal to the quoted market value of a share of our common stock on the date of a Series B Preferred Unit sale. We calculated the fair value of the Series B Warrants using the Black Scholes Option Pricing Model and the weighted average assumptions indicated in the table below. The table below also presents the aggregate allocation of the Series B Preferred Unit sales proceeds based on the relative fair values of the Series B Preferred and the Series B Warrants as of their respective Series B Preferred Unit sales dates. The difference between the relative fair value per share of the Series B Preferred, approximately $4.20 per share, and its Conversion Price (or stated value) of $7.00 per share represents a deemed dividend to the purchasers of the Series B Preferred Units. Accordingly, we recognized a deemed dividend in the aggregate amount of $111,100 in arriving at net loss attributable to common stockholders in the accompanying Consolidated Statement of Operations and Comprehensive Loss for the fiscal year ended March 31, 2017. Unit Warrants Weighted Average Issuance Date Valuation Assumptions Per Share Aggregate Aggregate Aggregate Allocation of Proceeds Based Warrant Shares Market Exercise Term Risk free Interest Dividend Fair Value of Fair Value of Unit Proceeds of Unit on Relative Fair Value of: Issued Price Price (Years) Rate Volatility Rate Warrant Warrants Sales Unit Stock Unit Warrant 39,714 $ 8.45 $ 7.00 5.00 1.27% 78.43% 0.0% $ 5.63 $ 223,500 $ 278,000 $ 166,900 $ 61,100 May 2016 Public Offering and Listing of our Common Stock on the NASDAQ Capital Market Effective on May 16, 2016, we consummated an underwritten public offering of our securities, pursuant to which we issued units consisting of an aggregate of 2,570,040 registered shares of our common stock at a public sales price of $4.24 per share and five-year warrants exercisable at $5.30 per share to purchase an aggregate of 2,705,883 shares of our common stock at a public sales price of $0.01 per warrant share, including shares and warrants issued in June 2016 pursuant to the exercise of the underwriters’ over-allotment option (the May 2016 Public Offering The securities included in the May 2016 Public Offering were offered, issued and sold under a prospectus filed with the Securities and Exchange Commission (the Commission Primary Registration Statement In connection with the completion of our May 2016 Public Offering, NASDAQ approved our common stock for listing on the NASDAQ Capital Market. Our common stock began trading on the NASDAQ Capital Market under the symbol “VTGN” on May 11, 2016. Common Stock and Warrants Issued in September 2017 Public Offering On September 6, 2017, we completed the September 2017 Public Offering, resulting in gross proceeds of approximately $2.4 million, pursuant to which we offered and sold shares of our common stock and warrants to two of our existing institutional investors. We issued an aggregate of 1,371,430 shares of our common stock, Series A1 Warrants to purchase up to 1,388,931 shares of common stock and Series A2 Warrants to purchase up to 503,641 of common stock (collectively, the Warrants The Series A1 Warrants to purchase an aggregate of 1,388,931 shares of our common stock issued in the September 2017 Public Offering have no anti-dilution or other exercise price or share reset features, except as is customary with respect to a change in our capital structure in the event of a stock split or dividend, and, accordingly, we have accounted for them as equity warrants. The Series A2 Warrants to purchase an aggregate of 503,641 shares of our common stock contained anti-dilution protection provisions that would take effect upon the issuance of any common stock, securities convertible into common stock or certain other issuances at a price below the then-current ($1.82 per share) exercise price of the Series A2 Warrants, with certain exceptions; provided, however, that such anti-dilution protection would terminate automatically on the trading day following the date on which we raised at least $20.0 million in aggregate gross proceeds through one or more issuances of common stock or equity-linked securities. The anti-dilution protection provisions in the Series A2 Warrants constituted a down round feature subject to the guidance in ASU 2017-11. Since the Series A2 Warrants contained no other provisions which required their treatment as liability warrants rather than equity warrants, including exercise price or share reset features, except as is customary with respect to a change in our capital structure in the event of a stock split or dividend and which are also present in the Series A1 Warrants, we also accounted for the Series A2 Warrants as equity warrants. The anti-dilution protection provisions of the Series A2 Warrants were triggered upon our issuance of common stock and warrants in the December 2017 Public Offering (defined below) at a price below the Series A2 Warrants then-current $1.82 per share exercise price. Common Stock and Warrants Issued in December 2017 Public Offering and Trigger of Anti-Dilution Protection Provisions of Series A2 Warrants Issued in September 2017 Public Offering On December 13, 2017, we completed the December 2017 Public Offering, resulting in gross proceeds of $15.0 million, pursuant to which we offered and sold shares of our common stock and warrants to purchase shares of our common stock at a combined public offering price of $1.50 per shares and related warrant. We issued an aggregate of 10,000,000 shares of our common stock and warrants to purchase up to 10,000,000 shares of our common stock at an exercise price of $1.50 per share (the December 2017 Offering Warrants Our sale of units consisting of common stock and warrants in the December 2017 Public Offering at an offering price of $1.50 per unit triggered the anti-dilution provisions of the Series A2 Warrants. In accordance with the anti-dilution terms and formula contained in the Series A2 warrants, the exercise price of the Series A2 Warrants was reduced to $0.001 per share. In December 2017 and January 2018, the holders exercised the reset Series A2 warrants to purchase an aggregate of 503,641 shares of our common stock from which we received nominal cash proceeds. In accordance with the guidance in ASU 2017-11, we recognized the effect of triggering the down round feature as a deemed dividend in our Consolidated Statement of Stockholders’ Equity for the fiscal year ended March 31, 2018 and as an addition to net loss attributable to common stockholders and in our calculation of basic and fully diluted earnings per share in our Consolidated Statement of Operations for the fiscal year ended March 31, 2018. We calculated the dividend from the trigger of the down round provision feature, $199,200, using the Black Scholes Option Pricing Model and the assumptions indicated in the table below: Assumption: Pre-reset Post-reset Market price per share $ 1.17 $ 1.17 Exercise price per share $ 1.82 $ 0.001 Risk-free interest rate 2.09 % 2.09 % Remaining contractual term in years 4.73 4.73 Volatility 97.8 % 97.8 % Dividend rate 0.0 % 0.0 % Number of warrant shares 503,641 503,641 Fair value per share $ 0.77 $ 1.17 Common Stock and Warrants Issued in Private Placements During the quarter ended December 31, 2016, in self-placed private transactions, we sold to two individual accredited investors units, at a purchase price of $3.70 per unit, consisting of an aggregate of 67,000 unregistered shares of our common stock and warrants, exercisable through November 30, 2019, to purchase an aggregate of 16,750 unregistered shares of our common stock at an exercise price of $6.00 per share. The purchasers of the units have no registration rights with respect to the shares of common stock, warrants or the shares of common stock issuable upon exercise of the warrants comprising the units sold. We received aggregate cash proceeds of $247,900 in connection with this private placement, the entire amount of which was credited to stockholders’ equity. During the quarter ended March 31, 2017, in a self-placed private transaction, we sold to an accredited investor units, at a purchase price of $2.00 per unit, consisting of an aggregate of 57,250 unregistered shares of our common stock and warrants, exercisable through April 2021, to purchase an aggregate of 28,625 unregistered shares of our common stock at an exercise price of $4.00 per share. The purchaser of the units has no registration rights with respect to the shares of common stock, warrants or the shares of common stock issuable upon exercise of the warrants comprising the units sold. We received aggregate cash proceeds of $114,500 in connection with this private placement, the entire amount of which was credited to stockholders’ equity. During the quarter ended June 30, 2017, in self-placed private placement transactions, we accepted subscription agreements from individual accredited investors, pursuant to which we sold to such investors units, at a weighted average purchase price of $2.00 per unit, consisting of an aggregate of 437,751 unregistered shares of our common stock and warrants, exercisable through April 30, 2021, to purchase an aggregate of 218,875 unregistered shares of our common stock at a weighted average exercise price of $3.99 per share. The purchasers of the units have no registration rights with respect to the shares of common stock, warrants or the shares of common stock issuable upon exercise of the warrants comprising the units sold. The warrants are not exercisable until six months and one day following the date of issuance. We received aggregate cash proceeds of $873,300 in connection with these self-placed private placement transactions, and the entire amount of the proceeds was credited to stockholders’ equity. During the quarter ended September 30, 2017, in a self-placed private placement transaction, we sold to an accredited investor units consisting of 28,572 shares of our unregistered common stock and warrants exercisable through April 30, 2021 to purchase 28,572 unregistered shares of our common stock at an exercise price of $4.00 per share. The purchaser of the units has no registration rights with respect to the shares of common stock, warrants or the shares of common stock issuable upon exercise of the warrants comprising the units sold. The warrants are not exercisable until six months and one day following the date of issuance. We received cash proceeds of $50,000 from this sale of our securities, and the entire amount of the proceeds was credited to stockholders’ equity. During the quarter ended December 31, 2017, in a self-placed private placement transaction, we sold to an accredited investor units consisting of 150,000 shares of our unregistered common stock and warrants exercisable through November 30, 2021 to purchase 150,000 unregistered shares of our common stock at an exercise price of $2.00 per share. The purchaser of the units has no registration rights with respect to the shares of common stock, warrants or the shares of common stock issuable upon exercise of the warrants comprising the units sold. The warrants are not exercisable until six months and one day following the date of issuance. We received cash proceeds of $150,000 from this sale of our securities, and the entire amount of the proceeds was credited to stockholders’ equity. Issuance of Common Stock to Professional Services Providers and in Settlement of Accounts Payable During our fiscal years ended March 31, 2018 and 2017, we issued the following securities in private placement transactions as compensation for various professional services. Unless otherwise noted, we recorded the related non-cash expense as a component of general and administrative expense in the Consolidated Statement of Operations and Comprehensive Loss for the fiscal years ended March 31, 2018 and 2017, as appropriate. ● During the quarter ended September 30, 2016, we issued an aggregate of 170,000 shares of our unregistered common stock having an aggregate fair value on the date of issuance of $737,800 as compensation to various professional services providers. Of that amount, we issued 120,000 shares having a fair value of $520,800 on the date of issuance for services to be rendered from October 2016 to December 2016. ● During the quarter ended December 31, 2016, we issued an aggregate of 135,000 shares of our unregistered common stock having an aggregate fair value on the respective dates of issuance of $479,800 as compensation to various professional services providers. ● During the quarter ended March 31, 2017, we issued an aggregate of 200,000 unregistered shares of our common stock, of which 150,000 unregistered shares were issued from our 2016 Plan (defined below), having an aggregate fair value of $422,500 on the dates of issuance to various professional services providers. ● During the quarter ended September 30, 2017, we issued an aggregate of 927,500 unregistered shares of our common stock, of which 477,500 shares were issued from our 2016 Plan, for various professional services, including contract research, legal, investor relations and financial advisory services. The common stock issued had an aggregate fair value of $1,503,600 on the dates issued, of which all but $117,300 has been recognized as noncash expense through March 31, 2018. The un-expensed portion at March 31, 2018, which is included in prepaid expenses in our accompanying Consolidated Balance Sheet, is being recognized in expense ratably through July 2019 in accordance with the terms of work orders for certain contract research services to be provided through that period. ● During the quarter ended December 31, 2017, we issued an aggregate of 70,000 unregistered shares of our common stock, all of which were issued from our 2016 Plan for additional investor relations and financial advisory services. The common stock issued had an aggregate fair value of $140,800 on the dates issued. ● During the quarter ended December 31, 2017, we also issued 500,000 unregistered shares of our common stock having a fair value at the time of issuance of $585,000 and a cash payment of $76,500 to our contract manufacturing organization ( CMO ● During the quarter ended March 31, 2018, we issued 30,000 unregistered shares of our common stock to a provider of investor relations and financial advisory services. The common stock issued had an aggregate fair value of $39,000 on the date issued. Warrant Exchanges into Common Stock During our fiscal year ended March 31, 2017, we entered into Warrant Exchange Agreements with certain holders of outstanding warrants to purchase an aggregate of 224,693 shares of our common stock pursuant to which the holders agreed to cancel such warrants in exchange for the issuance of an aggregate of 156,246 unregistered shares of common stock. We accounted for the exchanges of these warrants as warrant modifications, comparing the fair value of the warrants immediately prior to the exchanges with the fair value of the unregistered common stock issued. We calculated the weighted average fair value of the warrants prior to the respective exchanges using the Black Scholes Option Pricing Model and the weighted average assumptions indicated in the table below. We determined the post-modification fair value based on the quoted market price of our common stock on the effective date of each exchange and the number of unregistered shares issued in the exchange, as also indicated in the table below. We recognized the incremental fair value of the unregistered common stock issued in excess of the fair value of the warrants cancelled, $350,700, as a component of warrant modification expense which is included in general and administrative expenses in our accompanying Consolidated Statement of Operations and Comprehensive Loss for the fiscal year ended March 31, 2017. Warrant Exchanges - FY 2017 April - May 2016 August 2016 October 2016 December 2016 Pre- Post- Pre- Post- Pre- Post- Pre- Post- modification modification modification modification modification modification modification modification Market Price per share $ 8.44 $ 8.45 $ 3.33 $ 3.33 $ 4.05 $ 4.05 $ 3.73 $ 3.73 Exercise price per share $ 7.37 $ 8.00 $ 8.15 $ 10.00 Risk-free interest rate 1.23 % 1.10 % 0.77 % 0.44 % Contractual term (years) 4.77 4.58 2.40 0.003 Volatility 79.0 % 87.0 % 93.0 % 100.3 % Dividend Rate 0 % 0 % 0 % 0 % Weighted average fair value per share $ 5.37 $ 1.64 $ 1.27 $ - Warrant shares cancelled and exchanged 41,649 20,000 113,944 49,100 Common shares issued in exchange 31,238 15,000 85,458 24,550 Fair Value $ 223,700 $ 264,000 $ 32,900 $ 50,000 $ 144,400 $ 346,100 $ - $ 91,600 Incremental fair value recognized as warrant modification expense $ 40,300 $ 17,100 $ 201,700 $ 91,600 Additional Warrant Modifications In addition to warrants modified in connection with the warrant exchange transactions described immediately above, we modified other outstanding warrants during our fiscal years ended March 31, 2018 and 2017. In December 2016, our Board authorized the modification of an outstanding warrant to both alter the exercise terms and increase the number of shares for which the warrant was exercisable. We calculated the fair value of the warrant immediately before and after the modification using the Black Scholes Option Pricing Model and the assumptions indicated in the table below. We recognized the incremental fair value, $76,900, as warrant modification expense, included as a component of general and administrative expenses, in our Consolidated Statement of Operations and Comprehensive Loss for the fiscal year ended March 31, 2017. Assumption: Pre-modification Post-modification Market price per share $ 3.51 $ 3.51 Exercise price per share $ 8.00 $ 3.51 Risk-free interest rate 1.88 % 2.07 % Remaining contractual term in years 4.26 5.03 Volatility 87.1 % 85.8 % Dividend rate 0.0 % 0.0 % Number of warrant shares 25,000 50,000 Weighted average fair value per share $ 1.71 $ 2.39 During the quarter ended September 30, 2017, the Board authorized the modification of outstanding warrants issued in private placement transactions between March 2017 and June 2017 to reduce the exercise prices and increase the number of shares issuable thereunder. We calculated the fair value of the warrant immediately before and after the modification using the Black Scholes Option Pricing Model and the weighted average assumptions indicated in the table below. We recognized the incremental fair value, $279,700, as warrant modification expense, included as a component of general and administrative expenses, in our Consolidated Statement of Operations and Comprehensive Loss for the fiscal year ended March 31, 2018. Assumption: Pre-modification Post-modification Market price per share $ 1.54 $ 1.54 Exercise price per share $ 3.99 $ 2.00 Risk-free interest rate 1.62 % 1.62 % Remaining contractual term in years 3.62 3.62 Volatility 95.5 % 95.5 % Dividend rate 0.0 % 0.0 % Number of warrant shares 247,500 495,001 Weighted average fair value per share $ 0.71 $ 0.92 During the quarter ended December 31, 2017, the Board authorized the modification of outstanding warrants issued in private placement transactions between August 2017 and November 2017 to reduce the exercise prices of the warrants. We calculated the fair value of the warrants immediately before and after the modification using the Black Scholes Option Pricing Model and the weighted average assumptions indicated in the table below. We recognized the incremental fair value, $13,000, as warrant modification expense, included as a component of general and administrative expenses, in our Consolidated Statement of Operations and Comprehensive Loss for the fiscal year ended March 31, 2018. Assumption: Pre-modification Post-modification Market price per share $ 1.14 $ 1.14 Exercise price per share $ 2.32 $ 1.58 Risk-free interest rate 2.12 % 2.12 % Remaining contractual term in years 3.85 3.85 Volatility 98.7 % 98.7 % Dividend rate 0.0 % 0.0 % Number of warrant shares 178,572 178,572 Weighted average fair value per share $ 0.64 $ 0.71 Warrants Outstanding The following table summarizes outstanding and exercisable warrants to purchase shares of our common stock as of March 31, 2018. The weighted average exercise price of outstanding and exercisable warrants at March 31, 2018 was $2.85 per share and $2.86 per share, respectively. Warrants Warrants Exercise Outstanding at Exercisable at Price Expiration March 31, March 31, per Share Date 2018 2018 $1.50 11/30/2021 to 12/13/2022 10,150,000 10,000,000 $1.82 3/7/2023 1,388,931 1,388,931 $2.00 4/30/2021 523,573 523,573 $3.51 12/31/2021 50,000 50,000 $4.50 9/26/2019 25,000 25,000 $5.30 5/16/2021 2,705,883 2,705,883 $6.00 9/26/2019 to 11/30/2019 97,750 97,750 $7.00 12/11/2018 to 3/3/2023 1,346,931 1,346,931 $8.00 3/25/2021 185,000 185,000 $10.00 1/11/2020 20,000 20,000 $20.00 9/15/2019 110,448 110,448 16,603,516 16,453,516 Reserved Shares At March 31, 2018, we have reserved shares of our common stock for future issuance as follows: Upon exchange of all shares of Series A Preferred Stock currently issued and outstanding (1) 750,000 Upon exchange of all shares of Series B Preferred Stock currently issued and outstanding (2) 1,823,700 Upon exchange of all shares of Series C Preferred Stock currently issued and outstanding 2,318,012 Pursuant to warrants to purchase common stock: Subject to outstanding warrants 16,603,516 Pursuant to stock incentive plan: Subject to outstanding options under the Amended and Restated 2016 Stock Incentive Plan 5,300,338 Available for future grants under the Amended and Restated 2016 Stock Incentive Plan 3,987,162 9,287,500 Total 30,782,728 ____________ (1) Assumes exchange under the terms of the October 11, 2012 Note Exchange and Purchase Agreement (2) Includes 663,460 common shares issuable in payment of accrued dividends on Series B Preferred upon conversion At March 31, 2018, we have 46,284,657 authorized shares of our common stock not subject to reserves and available for future issuance. |