SEC Form 4/A · accession 0001415889-17-001635
Vistagen Therapeutics, Inc. · VTGN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Jerry B Gin
Director
Period of report
Sep 15, 2017
Accepted (ET)
Oct 6, 2017 · 5:30 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001411685
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F1 | $1.56 | Sep 19, 2017 | A | 50,000 | A | — | Sep 19, 2027 | Common Stock | 50,000 | 50,000 | D |
| WarrantF2 | $4.00 | Sep 15, 2017 | D | 25,000 | D | Dec 1, 2017 | Apr 30, 2021 | Common Stock | 25,000 | 0 | I |
| WarrantF2 | $4.00 | Sep 15, 2017 | D | 25,000 | D | Dec 1, 2017 | Apr 30, 2021 | Common Stock | 25,000 | 0 | I |
| WarrantF2 | $2.00 | Sep 15, 2017 | A | 25,000 | A | Dec 1, 2017 | Apr 30, 2021 | Common Stock | 25,000 | 25,000 | I |
| WarrantF2 | $2.00 | Sep 15, 2017 | A | 25,000 | A | Dec 1, 2017 | Apr 30, 2021 | Common Stock | 25,000 | 25,000 | I |
| WarrantF2 | $2.00 | Sep 15, 2017 | A | 25,000 | A | May 19, 2018 | Apr 30, 2021 | Common Stock | 25,000 | 25,000 | I |
| WarrantsF2 | $2.00 | Sep 15, 2017 | A | 25,000 | A | May 19, 2018 | Apr 30, 2021 | Common Stock | 25,000 | 25,000 | I |
Explanation of responses
- F11/3rd of the total number of shares shall be immediately vested upon the Vesting Start Date, 9/19/2017, and 1/24th of the remaining number of shares shall vest monthly thereafter until all awarded shares are fully vested two (2) years from the Vesting Start Date.
- F2This Amendment to the Form 4 originally filed by the Reporting Person on September 20, 2017 (the "Original Filing") is being filed to report (i) the reduction of the exercise price of warrants purchased by Jermax, LLC, an entity controlled by the Reporting Person ("Jermax"), and the Reporting Person's spouse from the Issuer on May 31, 2017 in a private placement transaction (the "Initial Warrants") and (ii) the issuance of additional warrants to Jermax and the Reporting Person's spouse (the "Additional Warrants"). The Issuer's Board of Directors approved the reduction of the exercise price from $4.00 per share to $2.00 per share for the Initial Warrants and all other warrants issued in the same private placement (the "Spring 2017 Private Placement"), and the issuance of the Additional Warrants and warrants similar to the Additional Warrants for all other participants in the Spring 2017 Private Placement.