SEC Form SC 13G filed by VistaGen Therapeutics Inc.

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. )¹

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1) Includes 406,412 Shares (as defined in Item 2) underlying certain Pre-Funded Warrants (as defined in Item 4). The Pre-Funded Warrants are subject to the Pre-Funded Warrants Blocker (as defined in Item 4).

(1) Includes 406,412 Shares underlying certain Pre-Funded Warrants. The Pre-Funded Warrants are subject to the Pre-Funded Warrants Blocker.

(1) Includes 329,768 Shares underlying certain Pre-Funded Warrants. The Pre-Funded Warrants are subject to the Pre-Funded Warrants Blocker.

(1) Includes 329,768 Shares underlying certain Pre-Funded Warrants. The Pre-Funded Warrants are subject to the Pre-Funded Warrants Blocker.

(1) Includes 40,553 Shares underlying certain Pre-Funded Warrants. The Pre-Funded Warrants are subject to the Pre-Funded Warrants Blocker.

(1) Includes 40,553 Shares underlying certain Pre-Funded Warrants. The Pre-Funded Warrants are subject to the Pre-Funded Warrants Blocker.

(1) Includes 736,180 Shares underlying certain Pre-Funded Warrants. The Pre-Funded Warrants are subject to the Pre-Funded Warrants Blocker.

(1) Includes 777,245 Shares underlying certain Pre-Funded Warrants. The Pre-Funded Warrants are subject to the Pre-Funded Warrants Blocker.

(1) Includes 777,245 Shares underlying certain Pre-Funded Warrants. The Pre-Funded Warrants are subject to the Pre-Funded Warrants Blocker.

(1) Includes 777,245 Shares underlying certain Pre-Funded Warrants. The Pre-Funded Warrants are subject to the Pre-Funded Warrants Blocker.

Vistagen Therapeutics, Inc., a Nevada corporation (the “Issuer”).

343 Allerton Ave.

South San Francisco, California 94080

Biotechnology Value Fund, L.P. (“BVF”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF I GP LLC (“BVF GP”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

Biotechnology Value Fund II, L.P. (“BVF2”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF II GP LLC (“BVF2 GP”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

Biotechnology Value Trading Fund OS LP (“Trading Fund OS”)

PO Box 309 Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Citizenship: Cayman Islands

BVF Partners OS Ltd. (“Partners OS”)

PO Box 309 Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Citizenship: Cayman Islands

BVF GP Holdings LLC (“BVF GPH”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF Partners L.P. (“Partners”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF Inc.

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

Mark N. Lampert (“Mr. Lampert”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: United States

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Common Stock, par value $0.001 per share (the “Shares”)

92840H400

As of the close of business on October 16, 2023, the Reporting Persons held pre-funded warrants (the “Pre-Funded Warrants”) exercisable for an aggregate of 788,620 Shares, subject to the Pre-Funded Warrants Blocker. Each Pre-Funded Warrant is exercisable at an exercise price of $0.001 per Share. The Pre-Funded Warrants are exercisable at any time after October 4, 2023 and have no expiration date. Under the Pre-Funded Warrants, the Issuer may not effect the exercise of any Pre-Funded Warrant, and a holder thereof will not be entitled to exercise any portion of any Pre-Funded Warrant, which, upon giving effect to such exercise, would cause the aggregate number of Shares beneficially owned by the holder of the Pre-Funded Warrant (together with its affiliates) to exceed 9.99% of the number of Shares outstanding immediately after giving effect to the exercise (the “Pre-Funded Warrants Blocker”). However, any holder may increase or decrease such percentage to any other percentage (but not in excess of 19.99% if exceeding such percentage would result in a change of control under Nasdaq Listing Rule 5636(b) or any successor rule) upon at least 61 days’ prior notice from the holder to the Issuer subject to the terms of the Pre-Funded Warrant. As of the close of business on October 16, 2023, the Pre-Funded Warrants Blocker limited the exercise of the Pre-Funded Warrants by the Reporting Persons to 777,245 out of 788,620 Shares underlying the Pre-Funded Warrants owned by the Reporting Persons in the aggregate.

As of the close of business on October 16, 2023, the Reporting Persons held tranche 1 warrants (the “T1 Warrants”) exercisable for an aggregate of 1,394,310 Shares (or Pre-Funded Warrants in lieu thereof), subject to the T1 Warrants Blocker (as defined below). Each T1 Warrant is exercisable at an exercise price of $5.38 per Share, subject to certain adjustments. The T1 Warrants are exercisable at any time on or after October 4, 2023 and will expire 60 days after the later of (i) the date on which the Issuer first publicly discloses, whether by press release or Form 8-K filing, the top-line data for its PALISADE-3 Phase 3 clinical trial of fasedienol for the acute treatment of anxiety in adults with social anxiety disorder (“SAD”) and (ii) the date on which the Issuer first publicly discloses, whether by press release or Form 8-K filing, the top-line data for its PALISADE-4 Phase 3 clinical trial of fasedienol for the acute treatment of anxiety in adults with SAD. However, under the T1 Warrant, the Issuer may not effect the exercise of any T1 Warrant, and a holder thereof will not be entitled to exercise any portion of any T1 Warrant, which, upon giving effect to such exercise, would cause the aggregate number of Shares beneficially owned by the holder of the T1 Warrant (together with its affiliates) to exceed 9.99% of the number of Shares outstanding immediately after giving effect to the exercise (the “T1 Warrants Blocker”). However, any holder may increase or decrease such percentage to any other percentage (but not in excess of 19.99% if exceeding such percentage would result in a change of control under Nasdaq Listing Rule 5636(b) or any successor rule) upon at least 61 days’ prior notice from the holder to the Issuer subject to the terms of the T1 Warrant. As of the close of business on October 16, 2023, the T1 Warrants Blocker limited the exercise of the T1 Warrants by the Reporting Persons to 0 out of 1,394,310 Shares underlying the T1 Warrants owned by the Reporting Persons in the aggregate.

As of the close of business on October 16, 2023, the Reporting Persons held tranche 2 warrants (the “T2 Warrants”) exercisable for an aggregate of 1,690,014 Shares (or Pre-Funded Warrants in lieu thereof), subject to the T2 Warrants Blocker (as defined below). Each T2 Warrant is exercisable at an exercise price of $8.877 per Share, subject to certain adjustments. The T2 Warrants are exercisable at any time on or after October 4, 2023 and will expire on October 4, 2028. Under the T2 Warrant, the Issuer may not effect the exercise of any T2 Warrant, and a holder thereof will not be entitled to exercise any portion of any T2 Warrant, which, upon giving effect to such exercise, would cause the aggregate number of Shares beneficially owned by the holder of the T2 Warrant (together with its affiliates) to exceed 9.99% of the number of Shares outstanding immediately after giving effect to the exercise (the “T2 Warrants Blocker”). However, any holder may increase or decrease such percentage to any other percentage (but not in excess of 19.99% if exceeding such percentage would result in a change of control under Nasdaq Listing Rule 5636(b) or any successor rule) upon at least 61 days’ prior notice from the holder to the Issuer subject to the terms of the T2 Warrant. As of the close of business on October 16, 2023, the T2 Warrants Blocker limited the exercise of the T2 Warrants by the Reporting Persons to 0 out of 1,690,014 Shares underlying the T2 Warrants owned by the Reporting Persons in the aggregate.

As of the close of business on October 16, 2023 (i) BVF beneficially owned 1,437,104 Shares, including 406,412 Shares underlying certain Pre-Funded Warrants held by it, and excluding 718,552 Shares underlying certain T1 Warrants held by it and 870,943 Shares underlying certain T2 Warrants held by it; (ii) BVF2 beneficially owned 1,166,083 Shares, including 329,768 Shares underlying certain Pre-Funded Warrants held by it, and excluding 583,042 Shares underlying certain T1 Warrants held by it and 706,692 Shares underlying certain T2 Warrants held by it; and (iii) Trading Fund OS beneficially owned 143,400 Shares, including 40,553 Shares underlying certain Pre-Funded Warrants held by it, and excluding 71,700 Shares underlying certain T1 Warrants held by it and 86,906 Shares underlying certain T2 Warrants held by it.

BVF GP, as the general partner of BVF, may be deemed to beneficially own the 1,437,104 Shares beneficially owned by BVF.

BVF2 GP, as the general partner of BVF2, may be deemed to beneficially own the 1,166,083 Shares beneficially owned by BVF2.

Partners OS, as the general partner of Trading Fund OS, may be deemed to beneficially own the 143,400 Shares beneficially owned by Trading Fund OS.

BVF GPH, as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the 2,603,187 Shares beneficially owned in the aggregate by BVF and BVF2.

Partners, as the investment manager of BVF, BVF2 and Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the 2,777,245 Shares beneficially owned in the aggregate by BVF, BVF2 and Trading Fund OS and held in a certain Partners managed account (the “Partners Managed Account”), including 30,658 Shares held in the Partners Managed Account, including 512 Shares underlying certain Pre-Funded Warrants held by it, and excluding 11,375 Shares underlying certain Pre-Funded Warrants held by it, 21,016 Shares underlying certain T1 Warrants held by it, and 25,473 Shares underlying certain T2 Warrants held by it.

BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 2,777,245 Shares beneficially owned by Partners.

Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 2,777,245 Shares beneficially owned by BVF Inc.

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any Shares owned by another Reporting Person. BVF GP disclaims beneficial ownership of the Shares beneficially owned by BVF. BVF2 GP disclaims beneficial ownership of the Shares beneficially owned by BVF2. Partners OS disclaims beneficial ownership of the Shares beneficially owned by Trading Fund OS. BVF GPH disclaims beneficial ownership of the Shares beneficially owned by BVF and BVF2. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the Shares beneficially owned by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Account, and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.

The following percentages are based upon a denominator that is the sum of (i) 7,875,151 Shares outstanding as of June 30, 2023 as reported in the Issuer’s Prospectus Supplement filed with the SEC on October 3, 2023 (the “Prospectus Supplement”), (ii) 4,137,077 Shares sold under the Issuer’s ATM program since June 30, 2023, as reported in the Prospectus Supplement, (iii) 15,010,810 Shares issued following the closing of the Issuer’s direct offering, as reported in the Prospectus Supplement, and (iv) certain or all of the 777,245 Shares underlying the Pre-Funded Warrants held by the Reporting Persons that are currently exercisable, as applicable.

As of the close of business on October 16, 2023, (i) BVF beneficially owned approximately 5.2% of the outstanding Shares, (ii) BVF2 beneficially owned approximately 4.3% of the outstanding Shares, (iii) Trading Fund OS beneficially owned less than 1% of the outstanding Shares, (iv) BVF GP may be deemed to beneficially own approximately 5.2% of the outstanding Shares, (v) BVF2 GP may be deemed to beneficially own approximately 4.3% of the outstanding Shares, (vi) Partners OS may be deemed to beneficially own less than 1% of the outstanding Shares, (vii) BVF GPH may be deemed to beneficially own approximately 9.4% of the outstanding Shares, and (viii) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially own approximately 9.99% of the outstanding Shares (less than 1% of the outstanding Shares are held in the Partners Managed Account).

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

Not Applicable.

BVF GP, BVF GPH, Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by BVF. BVF GPH, Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by BVF2. Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by Trading Fund OS and held in the Partners Managed Account.

Not Applicable.

See Exhibit 99.1.

Not Applicable.

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: October 16, 2023