UNDERWRITING AGREEMENTUnderwriting Agreement • December 22nd, 2020 • VistaGen Therapeutics, Inc. • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 26th, 2020 • VistaGen Therapeutics, Inc. • Pharmaceutical preparations • Illinois
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 24, 2020, by and between VISTAGEN THERAPEUTICS, INC., a Nevada corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
OPEN MARKET SALE AGREEMENTSM May 14, 2021 JEFFERIES LLCOpen Market Sale Agreement • May 14th, 2021 • VistaGen Therapeutics, Inc. • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 13th, 2015 • VistaGen Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May __ 2015, between VistaGen Therapeutics, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 27th, 2020 • VistaGen Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of January 24, 2020, is by and among VistaGen Therapeutics, Inc., a Nevada corporation with headquarters located at 343 Allerton Avenue, Suite B, San Diego, CA 92121 (the ”Company”), Lincoln Park Capital Fund, LLC, an Illinois limited liability company ( “Lead Buyer”) and each buyer identified on the signature pages hereto (each, including its successors and assigns, a “Buyer” and collectively the “Buyers”).
VistaGen Therapeutics, Inc. Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • March 4th, 2019 • VistaGen Therapeutics, Inc. • Pharmaceutical preparations • New York
VistaGen Therapeutics, Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom William Blair & Company, L.L.C. is acting as representative (the “Representative” or “you”), an aggregate of 10,000,000 shares (the “Firm Securities”) and, at the election of the Underwriters, up to 1,500,000 additional shares (the “Optional Securities”) of common stock, par value $0.001 per share (the “Common Stock”) of the Company (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Securities”).
ContractWarrant Agreement • October 16th, 2012 • VistaGen Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
PURCHASE AGREEMENTPurchase Agreement • March 26th, 2020 • VistaGen Therapeutics, Inc. • Pharmaceutical preparations • Nevada
THIS PURCHASE AGREEMENT (this “Agreement”), dated as of March 24, 2020, by and between VISTAGEN THERAPEUTICS, INC., a Nevada corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
ContractCommon Stock Purchase Warrant • May 16th, 2016 • VistaGen Therapeutics, Inc. • Pharmaceutical preparations • New York
VISTAGEN THERAPEUTICS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • June 11th, 2024 • Vistagen Therapeutics, Inc. • Pharmaceutical preparations • California
THIS AGREEMENT is entered into, effective as of August 10, 2023 between Vistagen Therapeutics, Inc., a Nevada corporation (the "Company"), and Cynthia Anderson (“Indemnitee”).
VISTAGEN THERAPEUTICS, INC. Warrant To Purchase Common StockWarrant Agreement • December 7th, 2017 • VistaGen Therapeutics, Inc. • Pharmaceutical preparations • New York
VistaGen Therapeutics, Inc., a company organized under the laws of Nevada (the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER], the registered holder hereof or its permitted assigns (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the Issuance Date (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), ______________ (_____________)1 fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the "Warrant Shares"). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this "Warrant"), shall have the me
15,625,000 SHARES OF COMMON STOCK VISTAGEN THERAPEUTICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 6th, 2020 • VistaGen Therapeutics, Inc. • Pharmaceutical preparations • New York
The undersigned, VistaGen Therapeutics, Inc., a company incorporated under the laws of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of VistaGen Therapeutics, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
FORM OF PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • August 6th, 2014 • VistaGen Therapeutics, Inc. • Pharmaceutical preparations • New York
VistaGen Therapeutics, Inc. 10,000,000 Shares of Common Stock Warrants to Purchase up to 10,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 13th, 2017 • VistaGen Therapeutics, Inc. • Pharmaceutical preparations • New York
VistaGen Therapeutics, Inc., a Nevada corporation (the "Company") proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the "Underwriters"), for whom you are acting as Representative (the “Representative”), an aggregate of (i) 10,000,000 shares (the "Shares") of the Company's common stock, $0.001 par value per share (the "Common Stock"), and (ii) warrants (the “Warrants”) to purchase up to an aggregate of 10,000,000 shares of Common Stock (the “Warrant Shares”). Each Share is being sold together with a Warrant to purchase one Warrant Share. The Shares, the Warrants and the Warrant Shares are collectively referred to as the “Securities”. The Shares and the Warrants will be issued separately, but will be purchased together in the offering. The respective amounts of the Securities to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto.
SERIES A-2 WARRANT VISTAGEN THERAPEUTICS, INC. Warrant To Purchase Common StockWarrant Agreement • August 31st, 2017 • VistaGen Therapeutics, Inc. • Pharmaceutical preparations • New York
VistaGen Therapeutics, Inc., a company organized under the laws of Nevada (the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER], the registered holder hereof or its permitted assigns (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the Issuance Date (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), ______________ (_____________)1 fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the "Warrant Shares"). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this "Warrant"), shall have the me
BRITANNIA MODULAR LABS I LEASELease • July 18th, 2013 • VistaGen Therapeutics, Inc. • Pharmaceutical preparations • California
This Lease (the "Lease"), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the "Summary"), below, is made by and between BAYSIDE AREA DEVELOPMENT, LLC, a Delaware limited liability company ("Landlord"), and VISTAGEN THERAPEUTICS, INC., a California corporation ("Tenant").
VISTAGEN THERAPEUTICS, INC. Warrant To Purchase Common StockWarrant to Purchase Common Stock • December 13th, 2017 • VistaGen Therapeutics, Inc. • Pharmaceutical preparations • New York
VistaGen Therapeutics, Inc., a company organized under the laws of Nevada (the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER], the registered holder hereof or its permitted assigns (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the Issuance Date (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), ______________ (_____________)1 fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the "Warrant Shares"). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this "Warrant"), shall have the me
2,352,942 shares of Common Stock Warrants to purchase up to 2,352,942 shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 16th, 2016 • VistaGen Therapeutics, Inc. • Pharmaceutical preparations • New York
VistaGen Therapeutics, Inc., a Nevada corporation (collectively with its direct and indirect subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates (each, a “Subsidiary”) of VistaGen Therapeutics, Inc., the “Company”)), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters” or, each, an “Underwriter”), for whom you are acting as representatives (each, a “Representative” and together, the “Representatives”), an aggregate of 2,352,942 shares of common stock, $0.001 par value per share (the “Common Shares”) of the Company (the “Firm Shares”) and warrants to purchase up to an aggregate of 2,352,942 Common Shares (the “Firm Warrants”). The respective amounts of the Firm Shares and Firm Warrants to be so purchased by the several Underwriters are set forth opposite
ContractSenior Secured Convertible Promissory Note • October 16th, 2012 • VistaGen Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER THAT THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.
CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENTConvertible Note and Warrant Purchase Agreement • March 2nd, 2012 • VistaGen Therapeutics, Inc. • Pharmaceutical preparations • California
This Convertible Note and Warrant Purchase Agreement, dated as of February 28, 2012 (this “Agreement”), is entered into by and among VistaGen Therapeutics, Inc., a Nevada corporation (the “Company”), and the other signatories hereto (each a “Lender” and collectively, the “Lenders”).
Form of Subscription AgreementSubscription Agreement • July 28th, 2014 • VistaGen Therapeutics, Inc. • Pharmaceutical preparations • New York
This Subscription Agreement (this “Agreement”) is dated as of [___], 2014 between VistaGen Therapeutics, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser”).
VISTAGEN THERAPEUTICS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • July 18th, 2013 • VistaGen Therapeutics, Inc. • Pharmaceutical preparations • California
THIS AGREEMENT is entered into, effective as of May 20, 2013 between VistaGen Therapeutics, Inc., a Nevada corporation (the "Company"), and H. Ralph Snodgrass, Ph. D. (“Indemnitee”).
ContractWarrant Agency Agreement • May 16th, 2016 • VistaGen Therapeutics, Inc. • Pharmaceutical preparations • New York
LICENSE AGREEMENTLicense Agreement • October 30th, 2018 • VistaGen Therapeutics, Inc. • Pharmaceutical preparations • California
This License Agreement (“Agreement”), effective on October 24, 2018, is by and between Pherin Pharmaceuticals, Inc., a California corporation with offices at 1014 Barbara Avenue, Mountain View, CA 94040 (“LICENSOR”), and VistaGen Therapeutics, Inc., a Nevada corporation with offices at 343 Allerton Avenue, South San Francisco, California 94080 (“LICENSEE”).
Subscription AgreementSubscription Agreement • September 11th, 2007 • Excaliber Enterprises, Ltd. • Nevada
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 16th, 2011 • Excaliber Enterprises, Ltd. • Retail-catalog & mail-order houses • California
This SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of November 5, 2009, by and among VistaGen Therapeutics, Inc., a California corporation (the "Company"), and Platinum Long Term Growth VII, LLC (the "Purchaser").
LICENSE AND COLLABORATION AGREEMENT BETWEEN VISTAGEN THERAPEUTICS, INC. AND EVERINSIGHT THERAPEUTICS INC.License and Collaboration Agreement • August 13th, 2020 • VistaGen Therapeutics, Inc. • Pharmaceutical preparations • Hong Kong
This LICENSE AND COLLABORATION AGREEMENT (this “Agreement”) is made as of June 24, 2020 (“Effective Date”), by and among VistaGen Therapeutics, Inc., a company organized under the laws Nevada (“VistaGen”), and having an Affiliate of the same name, and EverInsight Therapeutics Inc., a company incorporated under the laws of the British Virgin Islands (“EverInsight”) and having a registered address at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. VistaGen and EverInsight are referred to individually as a “Party” and collectively as the “Parties.”
EXCLUSIVE LICENSE AND SUBLICENSE AGREEMENT by and between VISTAGEN THERAPEUTICS, INC. and APOLLO BIOLOGICS LP EXCLUSIVE LICENSE AND SUBLICENSE AGREEMENTExclusive License and Sublicense Agreement • May 11th, 2017 • VistaGen Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Agreement is effective as of December 9, 2016 (the “Effective Date”), by and between VistaGen Therapeutics, Inc., a California corporation located at 343 Allerton Avenue, South San Francisco, CA 94080 (“VistaGen”), and Apollo Biologics LP, a Delaware limited partnership located at c/o Versant Venture Management, LLC, One Sansome, Suite 3630, San Francisco, CA 94104 (“Apollo”). VistaGen and Apollo are each sometimes referred to herein as a “Party” or collectively as the “Parties.”
Amended and Restated Executive Employment AgreementExecutive Employment Agreement • May 16th, 2011 • Excaliber Enterprises, Ltd. • Retail-catalog & mail-order houses • California
This Amended and Restated Executive Employment Agreement (the "Agreement"), dated April 28, 2010 (the "Effective Date"), is entered into by and between VistaGen Therapeutics, Inc., a California corporation (the "Company") and A. Franklin Rice, MBA ("Executive").
SUBSCRIPTION AGREEMENT UNITSSubscription Agreement • November 7th, 2019 • VistaGen Therapeutics, Inc. • Pharmaceutical preparations • Nevada
Instructions: Complete and sign this Subscription Agreement. Please be sure to initial the appropriate “Accredited Investor” category in Box C. A completed and originally executed copy of, and the other documents required to be delivered with, this Subscription Agreement, must be delivered to the following address: Jerrold Dotson Chief Financial Officer VistaGen Therapeutics, Inc. 343 Allerton Avenue South San Francisco, CA 94080 (650) 577-3600 jdotson@vistagen.com
ESCROW AGREEMENTEscrow Agreement • September 11th, 2007 • Excaliber Enterprises, Ltd.
This escrow agreement is executed on the 5th day of September 2007 and is between Excaliber Enterprises, Ltd., (the “Issuer”) and William F. Doran, Esq. (the “Escrow Agent”).
FORM OF WARRANT TO PURCHASE SHARES OF COMMON STOCK OF VISTAGEN THERAPEUTICS, INC. Expires August __, 201_Warrant Agreement • July 28th, 2014 • VistaGen Therapeutics, Inc. • Pharmaceutical preparations • New York
FOR VALUE RECEIVED, subject to the provisions hereinafter set forth, the undersigned, VISTAGEN THERAPEUTICS, INC., a Nevada corporation (together with its successors and assigns, the “Issuer”), hereby certifies that ________________________, or its registered assigns, is entitled to subscribe for and purchase, during the period specified in this Warrant, up to _____________________ (___________) shares (subject to adjustment as hereinafter provided) of the duly authorized, validly issued, fully paid and non-assessable Common Stock of the Issuer, at an exercise price per share equal to the Warrant Price then in effect, subject, however, to the provisions and upon the terms and conditions hereinafter set forth. Capitalized terms used in this Warrant and not otherwise defined herein shall have the respective meanings specified in Article 7 hereof.
LICENSE AGREEMENT NUMBER 2 dated as of March 19,2012 between UNIVERSITY HEALTH NETWORK (as "Licensor") and VISTAGEN THERAPEUTICS, INC. (as "Licensee")License Agreement • July 2nd, 2012 • VistaGen Therapeutics, Inc. • Pharmaceutical preparations
THIS LICENSE AGREEMENT NUMBER 2 (this "Agreement") is dated as of March 19, 2012 (the "Effective Date"), and is entered into by and between (i) University Health Network, an Ontario corporation, incorporated under the Toronto Hospital Act 1997 ("Licensor"), having a research office at 610 University Avenue, Suite 7-504, Toronto, Ontario, Canada M5G 2M9, and (ii) VistaGen Therapeutics, Inc., a Nevada corporation ("Licensee"), having a place of business at 384 Oyster Point Boulevard, Suite 8, South San Francisco, California 94080.
ContractWarrant Exchange Agreement • February 16th, 2016 • VistaGen Therapeutics, Inc. • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 16th, 2011 • Excaliber Enterprises, Ltd. • Retail-catalog & mail-order houses • Delaware
This SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of April 27, 2011, by and among VistaGen Therapeutics, Inc., a California corporation (the "Company"), and Cato Holding Company, a North Carolina corporation (the "Purchaser").
