Item 1.01. Entry into a Material Definitive Agreement

Securities Purchase Agreement

On January 24, 2020, VistaGen Therapeutics, Inc. (the "Company") entered into a securities purchase agreement with certain accredited investors (the "Purchase Agreement"), pursuant to which the Company agreed to sell, in a self-placed registered direct offering, an aggregate of 3,870,077 shares of the Company's common stock, par value $0.001 per share ("Common Stock"), at a purchase price of $0.71058 per share (the "Offering"). Concurrently with the Offering, and pursuant to the Purchase Agreement, the Company also commenced a private placement whereby it agreed to issue and sell warrants (the "Warrants") exercisable for an aggregate of 3,870,077 unregistered shares of Common Stock (the "Warrant Shares"), which represents 100% of the shares of Common Stock sold in the Offering, with an exercise price of $0.73 per Warrant Share (the "Private Placement").

The Warrants contain customary provisions allowing for adjustment to the exercise price and number of Warrant Shares issuable only in the event of any stock dividend and split, reverse stock split, recapitalization, reorganization or similar transaction, as described in the Warrants. In addition, subject to limited exceptions, holders of the Warrants will not have the right to exercise any portion of their respective Warrants if the holder, together with any affiliates, would beneficially own in excess of 4.99% of the number of shares of the Company's Common Stock outstanding immediately after giving effect to such exercise. The Warrants are exercisable from any time after the six month anniversary of issuance (the "Initial Exercise Date") and will expire on the fifth year anniversary of the Initial Exercise Date. The Warrants and the Warrants Shares have not been registered with the Securities and Exchange Commission.

The 3,870,077 shares of Common Stock sold in the Offering (but not the Warrants or the Warrant Shares) were offered and sold pursuant to a prospectus, dated September 30, 2019, and a prospectus supplement dated January 24, 2020, in connection with a takedown from the Company's shelf registration statement ("Registration Statement") on Form S-3 (File No. 333-234025).

The issuance and sale of the Warrants pursuant to the Purchase Agreement and the issuance and sale of the Warrant Shares upon exercise of the Warrants are not being registered under the Securities Act of 1933, as amended (the "Securities Act"), are not being offered pursuant to the Registration Statement and are being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder. The Company expects to use the proceeds from the Offering for research and development expenses associated with continuing development of PH94B, PH10, AV-101, potential drug rescue candidates, and for other working capital and capital expenditures.

The foregoing descriptions of the Purchase Agreement and the Warrants are not complete and are qualified in their entirety by references to the full text of the Form of Purchase Agreement and the Form of Warrant which are filed as exhibits to this report and are incorporated by reference herein.

A copy of the opinion of Disclosure Law Group, a Professional Corporation, relating to the validity of the securities issued in the Offering is filed herewith as Exhibit 5.1.

Item 3.02. Unregistered Sales of Equity Securities

The disclosures in Item 1.01 of this Current Report on Form 8-K regarding the issuance of the Warrants and the Warrant Shares issuable upon exercise of the Warrants are incorporated by reference into this Item 3.02.

Item 9.01. Financial Statements and Exhibits



(d) Exhibits

Exhibit
 Number    Description

  5.1      Opinion of Disclosure Law Group, a Professional Corporation
  10.1     Form of Securities Purchase Agreement, dated January 24, 2020, between
           the Company and each purchaser named in the signature pages thereto
  10.2     Form of Warrant
  23.1     Consent of Disclosure Law Group, a Professional Corporation (included
           in Exhibit 5.1)

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