Sec Form 13G Filing - GREAT POINT PARTNERS LLC filing for VISTAGEN THERAPEUTICS INC (VTGN) - 2023-10-12

The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover pages for the Reporting Persons and is incorporated herein by reference.

The percentage set forth in Row (11) of the cover pages for the Reporting Persons are based on a total of 27,957,230 shares outstanding, which is the sum of (i) 22,885,961 common shares outstanding as reported by the Issuer in its 424B Prospectus filed with the Securities and Exchange Commission (the "SEC") on October 2, 2023, (ii) 4,137,077 shares of common stock sold under the Issuer’s ATM program since June 30, 2023 as reported in the same Prospectus, and (iii) 934,192 shares of the Common Stock issuable upon exercise of warrants held by the reporting persons (subject to the Beneficial Ownership Cap).

Biomedical Value Fund, L.P. (“BVF”) is the record holder of 1,055,761 shares of Common Stock (the “BVF Shares”). Such shares constitute 3.78% of t he shares of Common Stock outstanding, computed in accordance with Rule 13d-3. BVF is the record holder of warrants to purchase an additional 1,167,713 shares of Common Stock (the “BVF Warrants”). As a result of the Beneficial Ownership Cap, 530,621 shares underlying such warrants are exercisable, which constitutes 1.90% of the shares of Common Stock outstanding, computed in accordance with Rule 13d-3. Each of Dr. Jeffrey R. Jay, M.D. (“Dr. Jay”), as Senior Managing Member of Great Point, and Mr. Ortav Yehudai (“Mr. Yehudai”), as Managing Director of Great Point, has voting and investment power with respect to the BVF Shares, and therefore may be deemed to be the beneficial owner of the BVF Shares.

Biomedical Offshore Value Fund, Ltd. (“BOVF”) is the record holder of 676,580 shares of Common Stock (the “BOVF Shares”). Such shares constitute 2.42% of the shares of Common Stock outstanding, computed in accordance with Rule 13d-3. BOVF is the record holder of warrants to purchase an additional 748,324 shares of Common Stock (the “BOVF Warrants”). As a result of the Beneficial Ownership Cap, 340,046 shares underlying such warrants are exercisable, which constitutes 1.21% of the shares of Common Stock outstanding, computed in accordance with Rule 13d-3. Each of Dr. Jeffrey R. Jay, M.D. (“Dr. Jay”), as Senior Managing Member of Great Point, and Mr. Ortav Yehudai (“Mr. Yehudai”), as Managing Director of Great Point, has voting and investment power with respect to the BOVF Shares, and therefore may be deemed to be the beneficial owner of the BOVF Shares.

Cheyne Global Equity Fund (an Open-Ended Fund of Cheyne Select Master Fund ICAV) (“CGEF”) is the record holder of 126,394 shares of Common Stock (the “CGEF Shares”). Such shares constitute 0.45% of the shares of Common Stock outstanding, computed in accordance with Rule 13d-3. CGEF is the record holder of warrants to purchase an additional 139,797 shares of Common Stock (the “CGEF Warrants”). As a result of the Beneficial Ownership Cap, 63,525 shares underlying such warrants are exercisable, which constitutes 0.23% of the shares of Common Stock outstanding, computed in accordance with Rule 13d-3. Each of Dr. Jeffrey R. Jay, M.D. (“Dr. Jay”), as senior managing member of Great Point, and Mr. Ortav Yehudai (“Mr. Yehudai”), as Managing Director of Great Point, has voting and investment power with respect to the CGEF Shares, and therefore may be deemed to be the beneficial owner of the CGEF Shares.

Notwithstanding the above, Great Point, Dr. Jay and Mr. Yehudai disclaim beneficial ownership of the BVF Shares, the BOVF Shares, and the CGEF Shares, except to the extent of their respective pecuniary interests.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

1. Great Point Partners, LLC

(a) Amount beneficially owned: 2,792,927 

(b) Percent of class: 9.99%¹ 

(c) Number of shares as to which the person has:

(i) Sole power to vote or direct the vote: 0

(ii) Shared power to vote or direct the vote: 2,792,927

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 2,792,927

2. Dr. Jeffrey R. Jay, M.D.

(a) Amount beneficially owned: 2,792,927 

(b) Percent of class: 9.99%¹ 

(c) Number of shares as to which the person has:

(i) Sole power to vote or direct the vote: 0

(ii) Shared power to vote or direct the vote: 2,792,927

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 2,792,927

3. Mr. Ortav Yehudai

(a) Amount beneficially owned: 2,792,927 

(b) Percent of class: 9.99%¹ 

(c) Number of shares as to which the person has:

(i) Sole power to vote or direct the vote: 0

(ii) Shared power to vote or direct the vote: 2,792,927

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 2,792,927

¹ Based on a total of 27,957,230 shares outstanding, which is the sum of (i) 22,885,961 common shares outstanding as reported by the Issuer in its 424B Prospectus filed with the Securities and Exchange Commission (the "SEC") on October 2, 2023, (ii) 4,137,077 shares of common stock sold under the Issuer’s ATM program since June 30, 2023 as reported in the same Prospectus, and (iii) 934,192 shares of the Common Stock issuable upon exercise of warrants held by the reporting persons (subject to the Beneficial Ownership Cap).

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.