UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
Vistagen
Therapeutics, Inc.
(Name
of Issuer)
Common
Stock, par value $0.001 per share
(Title
of Class of Securities)
92840H400
(CUSIP
Number)
October
4, 2023
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
☐
Rule 13d-1(b) |
|
☒
Rule 13d-1(c) |
|
☐
Rule 13d-1(d) |
*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 the disclosures provided in a prior cover
page.
The
information required in 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).
CUSIP
No. 92840H400 |
SCHEDULE
13G |
|
1 |
NAME
OF REPORTING PERSONS
Commodore
Capital LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
USA |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE
VOTING POWER
0 |
6 |
SHARED
VOTING POWER
2,367,884* |
7 |
SOLE
DISPOSITIVE POWER
0 |
8 |
SHARED
DISPOSITIVE POWER
2,367,884* |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,367,884* |
10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%* |
12 |
TYPE
OF REPORTING PERSON
IA |
*See
Item 4 for additional information.
CUSIP
No. 92840H400 |
SCHEDULE
13G |
|
1 |
NAME
OF REPORTING PERSONS
Commodore
Capital Master LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE
VOTING POWER
0 |
6 |
SHARED
VOTING POWER
2,367,884* |
7 |
SOLE
DISPOSITIVE POWER
0 |
8 |
SHARED
DISPOSITIVE POWER
2,367,884* |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,367,884* |
10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%* |
12 |
TYPE
OF REPORTING PERSON
OO |
*See
Item 4 for additional information.
CUSIP
No. 92840H400 |
SCHEDULE
13G |
|
Item
1. |
(a)
Name of Issuer |
Vistagen
Therapeutics, Inc. (the “Issuer”)
Item
1. |
(b)
Address of Issuer’s Principal Executive Offices |
343
Allerton Ave., South San Francisco, California 94080
Item
2. |
(a,
b, c) Names of Person Filing, Address of Principal Business Office, Citizenship: |
|
|
|
This
report on Schedule 13G is being filed by Commodore Capital LP, a Delaware limited partnership (the “Firm”) and Commodore
Capital Master LP, a Cayman Islands exempted limited partnership (“Commodore Master”). The address for the Firm and Commodore
Master is: 444 Madison Avenue, Floor 35, New York, New York 10022. |
Item
2. |
(d)
Title of Class of Securities |
Common
Stock, par value $0.001 per share (the “Common Stock”)
92840H400
Item
3. |
If
this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person filing is a: |
N/A
CUSIP
No. 92840H400 |
SCHEDULE
13G |
|
As
reported in the cover pages to this report, the ownership information with respect to the Firm is as follows: |
|
(a)
Amount Beneficially Owned: 2,367,884* |
|
(b)
Percent of Class: 9.9%* |
|
(c)
Number of Shares as to which such person has: |
(i)
Sole power to vote or to direct the vote: 0 |
|
(ii)
Shared power to vote or to direct the vote: 2,367,884* |
|
(iii)
Sole power to dispose or to direct the disposition of: 0 |
|
(iv)
Shared power to dispose or to direct the disposition of: 2,367,884* |
As
reported in the cover pages to this report, the ownership information with respect to Commodore Master is as follows:
(a)
Amount Beneficially Owned: 2,367,884* |
|
(b)
Percent of Class: 9.9%* |
|
(c)
Number of Shares as to which such person has: |
(i)
Sole power to vote or to direct the vote: 0 |
|
(ii)
Shared power to vote or to direct the vote: 2,367,884* |
|
(iii)
Sole power to dispose or to direct the disposition of: 0 |
|
(iv)
Shared power to dispose or to direct the disposition of: 2,367,884* |
*On
October 4, 2023, the Issuer closed an offering of 15,010,810 shares of Common Stock with accompanying common 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 “Tranche 1 Warrants”) and accompanying common warrants to purchase up to 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 “Tranche 2 Warrants”). In lieu of shares
of Common Stock, the Issuer offered pre-funded warrants to purchase up to 3,577,240 shares of Common Stock (the “Pre-Funded Warrants”)
with accompanying Tranche 1 Warrants and accompanying Tranche 2 Warrants. As a result of the offering and certain ownership limitations
described below, the Firm’s beneficial ownership in the Issuer is currently limited to 9.99%.
The
Tranche 1 Warrants are exercisable from the date of issuance and 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 study 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 study. The Tranche
1 Warrants contain an exercise limitation prohibiting Commodore Master from exercising the Tranche 1 Warrants until such time as the
holder, together with certain related parties, would not beneficially own after any such exercise more than 9.99% of the then issued
and outstanding Common Stock. Due to this blocker, the Tranche 1 Warrants owned by Commodore Master are not fully exercisable at this
time. The blocker percentage may be increased up to 19.99% or decreased by Commodore Master upon 61 days’ notice to the Issuer.
CUSIP
No. 92840H400 |
SCHEDULE
13G |
|
The
Tranche 2 Warrants are exercisable from the date of issuance and expire on October 4, 2028. The Tranche 2 Warrants contain an
exercise limitation prohibiting Commodore Master from exercising the Tranche 2 Warrants until such time as the holder, together with
certain related parties, would not beneficially own after any such exercise more than 9.99% of the then issued and outstanding Common
Stock. Due to this blocker, the Tranche 2 Warrants owned by Commodore Master are not fully exercisable at this time. The blocker percentage
may be increased up to 19.99% or decreased by Commodore Master upon 61 days’ notice to the Issuer.
The
Pre-Funded Warrants are exercisable from the date of issuance until fully exercised. The Pre-funded Warrants contain an exercise limitation
prohibiting Commodore Master from exercising the Pre-Funded Warrants until such time as the holder, together with certain related parties,
would not beneficially own after any such exercise more than 9.99% of the then issued and outstanding Common Stock. Due to this blocker,
the Pre-funded Warrants owned by Commodore Master are not fully exercisable at this time. The blocker percentage may be increased up
to 19.99% or decreased by Commodore Master upon 61 days’ notice to the Issuer.
As
of October 4, 2023, Commodore Master owns (i) 1,575,000 shares of Common Stock, (ii) Pre-Funded Warrants to purchase up to 2,788,620
shares of Common Stock, (iii) Tranche 1 Warrants to purchase up to 1,394,310 shares of Common Stock, and (iv) Tranche 2 Warrants to purchase
up to 1,690,014 shares of Common Stock.
The
Firm is the investment manager to Commodore Master. As of October 4, 2023, the Firm may be deemed to beneficially own an aggregate of
2,367,884 shares of Common Stock of the Issuer. The Firm, as the investment manager to Commodore Master, may be deemed to beneficially
own these securities. Michael Kramarz and Robert Egen Atkinson are the managing partners of the Firm and exercise investment discretion
with respect to these securities. Ownership percentages are based on 22,885,961 shares of Common Stock reported as issued and outstanding
in the Issuer’s Rule 424(b)(5) Prospectus, filed with the Securities and Exchange Commission on October 3, 2023 (the “Prospectus”).
CUSIP
No. 92840H400 |
SCHEDULE
13G |
|
Item
5. |
Ownership
of Five Percent or Less of a Class |
|
|
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following [ ]. |
Item
6. |
Ownership
of More Than Five Percent on Behalf of Another Person |
Not
Applicable.
Item
7. |
Identification
and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person |
Not
Applicable.
Item
8. |
Identification
and Classification of Members of the Group |
Not
Applicable.
Item
9. |
Notice
of Dissolution of Group |
Not
Applicable.
Item
10. |
Certification |
|
|
|
By
signing below I certify that, to the best of my 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. |
Exhibit
Index
1. Joint Filing Agreement dated as of August 9, 2023, by and between Commodore Capital LP and Commodore Capital Master LP (incorporated by reference to Exhibit 1 to the Schedule 13G filed with the Securities and Exchange Commission on August 9, 2023).
CUSIP
No. 92840H400 |
SCHEDULE
13G |
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated:
October 6, 2023
Commodore
Capital LP |
|
|
|
|
By: |
/s/
Michael Kramarz |
|
Michael
Kramarz, Managing Partner |
|
|
|
|
Commodore
Capital Master LP |
|
|
|
|
By: |
/s/
Michael Kramarz |
|
Michael
Kramarz, Authorized Signatory |
|
Vistagen Therapeutics (NASDAQ:VTGN)
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