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

MissionIR would like to highlight VistaGen Therapeutics, Inc. (OTCQB: VSTA), a biotechnology company, focused on applying proprietary human pluripotent stem cell technology for drug rescue and cell therapy. Its Human Clinical Trials in a Test Tube is a pluripotent stem cell technology platform for predictive toxicology, drug development, and drug rescue.

In the company’s news,

VistaGen Therapeutics, in an 8-K filed with the SEC today, 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

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Forward-Looking Statement:

This release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All forward-looking statements are inherently uncertain as they are based on current expectations and assumptions concerning future events or future performance of the company. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. Risks and uncertainties applicable to the company and its business could cause the company's actual results to differ materially from those indicated in any forward-looking statements.

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