---
schema_version: "secwatch.filing_event.v1"
accession: "0001437749-23-027662"
form_type: "8-K"
ticker: "VTGN"
cik: "0001411685"
company_name: "Vistagen Therapeutics, Inc."
filed_at: "2023-10-04T23:59:59+00:00"
generated_at: "2026-06-10T04:40:57.862545+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# Vistagen raises $100M via underwritten offering with warrants; proceeds fund fasedienol Phase 3

## Summary
- Gross proceeds ~$100M; net proceeds ~$93.5M after underwriting discounts and expenses.
- Offering includes 15.0M shares of common stock and up to 20.6M warrants (T1: $5.38 strike, T2: $8.877 strike).
- Led by BVF Partners with participation from Commodore Capital, Great Point Partners, Logos Capital, Nantahala Capital, Surveyor Capital, and TCGX.
- Proceeds to fund PALISADE Phase 3 for fasedienol in social anxiety disorder; expected to support operations through potential NDA submission.
- Offering closed October 4, 2023.

## SEC filing metadata
- accession: 0001437749-23-027662
- form_type: 8-K
- ticker: VTGN
- cik: 0001411685
- company_name: Vistagen Therapeutics, Inc.
- filed_at: 2023-10-04T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 1.01, 7.01, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1411685/000143774923027662/0001437749-23-027662-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1411685/000143774923027662/vtgn20231003_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001437749-23-027662
- JSON: https://secwatch.observer/filing/0001437749-23-027662.json
- Plain text: https://secwatch.observer/filing/0001437749-23-027662.txt

## Key facts
- Material Agreements
  Vistagen Therapeutics, Inc. entered into Underwriting Agreement with Jefferies LLC, Stifel, Nicolaus & Company, Incorporated, and William Blair & Company, L.L.C. valued at combined offering price for each share of Common Stock, accompanying T1 Warrant and accompanying T2 (effective 2023-10-02).
  - Action: entry
  - Agreement: underwriting
  - Counterparty: Jefferies LLC, Stifel, Nicolaus & Company, Incorporated, and William Blair & Company, L.L.C.
  - Value: combined offering price for each share of Common Stock, accompanying T1 Warrant and accompanying T2
  - Effective: 2023-10-02
  source text: On October 2, 2023, Vistagen Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC, Stifel, Nicolaus & Company, Incorporated, and William Blair & Company, L.L.C., as the representatives of the underwriters listed on Schedule A attached thereto (the “Underwriters”), in connection with the underwritten offering, issuance and sale by the Company of 15,010,810 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), pre-funded warrants to purchase up to 3,577,240 shares of Common Stock (the “Pre-Funded Warrants”), warrants to purchase up to 9,294,022 shares of Common Stock (or pre-funded warrants to purchase up to 9,294,022 shares of Common Stock in lieu thereof) (the “T1 Warrants”) and warrants to purchase 11,265,086 shares of Common Stock (or pre-funded warrants to purchase up to 11,265,086 shares of Common Stock in lieu thereof) (the “T2 Warrants”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1411685/000143774923027662/0001437749-23-027662-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.