0001415889-14-000048.txt : 20140107 0001415889-14-000048.hdr.sgml : 20140107 20140107161311 ACCESSION NUMBER: 0001415889-14-000048 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140106 ITEM INFORMATION: Other Events FILED AS OF DATE: 20140107 DATE AS OF CHANGE: 20140107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VistaGen Therapeutics, Inc. CENTRAL INDEX KEY: 0001411685 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 205093315 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54014 FILM NUMBER: 14513572 BUSINESS ADDRESS: STREET 1: 343 ALLERTON AVENUE CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 650-244-9990 MAIL ADDRESS: STREET 1: 343 ALLERTON AVENUE CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 FORMER COMPANY: FORMER CONFORMED NAME: Excaliber Enterprises, Ltd. DATE OF NAME CHANGE: 20070906 8-K 1 form8k-01072014_010104.htm VistaGen Therapeutics, Inc. - FORM 8-k



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  January 6, 2014

Commission File Number:  000-54014

VistaGen Therapeutics, Inc.
(Exact name of small business issuer as specified in its charter)

Nevada
(State or other jurisdiction of incorporation or organization)
205093315
(IRS Employer Identification No.)



343 Allerton Avenue, South San Francisco, California 94080
(Address of principal executive offices)

650-577-3600
(Registrant's Telephone number)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

We have an ongoing process of evaluating potential business opportunities that we expect will contribute to our future growth. Among our current opportunities, we have entered into a Securities Purchase Agreement, dated April 8, 2013 (as amended, the "Agreement"), with Autilion AG, a company organized and existing under the laws of Switzerland ("Autilion"). Pursuant to the Agreement, Autilion is contractually obligated to purchase a total of 72.0 million restricted shares of our Common Stock at a purchase price of $0.50 per share for aggregate cash proceeds to us of $36.0 million (the "Autilion Financing"). Through January 6, 2014, we have completed a nominal initial closing of the Autilion Financing. Although there can be no assurance that an additional closing of the Autilion Financing will occur, on January 6, 2014, Autilion informed us that it expects us to receive the full $36.0 million committed under the terms of the Agreement between mid-January and mid-February 2014.

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
VistaGen Therapeutics, Inc.


Date:   January 7, 2014
By: /s/ Shawn K. Singh, JD
Name: Shawn K. Singh, JD
Title: Chief Executive Officer