VistaGen Therapeutics, Inc. (VSTA) Announces New Agreement with Largest Shareholder

In an 8-K filed with the SEC today, VistaGen Therapeutics announced that Platinum Long Term Growth VII, LLC, the company’s largest investor, has entered into an Amended and Restated Note Conversion Agreement and Warrant Amendment.

According the SEC filing, Platinum has agreed to convert all senior secured convertible promissory notes currently held into unregistered equity securities upon the consummation on or before August 31, 2014, of either a private equity financing resulting in aggregate gross proceeds of at least $36.0 million, or a registered equity financing resulting in gross proceeds of $10.0 million or more. The deal would significantly improve VistaGen’s balance sheet.

Additionally, pursuant to the terms and conditions of the amendment and consummation of a qualified financing on or before August 31, 2014, the exercise price of all warrants issued by VistaGen to Platinum in connection with the notes, and warrants that still may be issued pursuant to the note exchange and purchase agreement dated October 11, 2012, if any, will be fixed at $0.50 per share or the purchase price of common stock sold in the qualified financing, whichever is lower. Finally, the anti-dilutive provisions contained in the warrants, other than typical adjustments for stock splits, combinations and dividends, will be terminated.

Platinum also agreed to terminate the amended and restated security agreement, intellectual property security and stock pledge agreement and negative covenant agreement, each dated October 11, 2012, related to the Notes, and release all of its security interests in the assets of VistaGen and its subsidiaries in connection with the company’s completion of a Qualified Financing and conversion of the Notes.

To read the whole filing, visit www.dtg.fm/vsta-8k-7-22-14

For more information on VistaGen, visit www.vistagen.com

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