SC 13G/A 1 tm226174d14_sc13ga.htm SC 13G/A

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13G/A

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*

 

VistaGen Therapeutics, Inc.

(Name of Issuer)

 

Common Stock, $0.001 par value

(Title of Class of Securities)

 

92840H202

(CUSIP Number)

 

December 31, 2021

(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)

 

  x 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. 92840H202 Page 2 of 14

 

           
1.  

Name of reporting persons

 

Venrock Healthcare Capital Partners II, L.P.

2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) x1 (b) ¨

 

3.  

SEC USE ONLY

 

4.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 5.  

Sole Voting Power

 

0

6.  

Shared Voting Power

 

16,047,2862

7.  

Sole Dispositive Power

 

0

8.  

Shared Dispositive Power

 

16,047,2862

9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

16,047,2862

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

8.0%3

12.  

Type of Reporting Person (See Instructions)

 

PN

                 
1  Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.

 

2 Consists of (i) 4,201,183 shares of common stock held by Venrock Healthcare Capital Partners II, L.P., (ii) 1,702,606 shares of common stock held by VHCP Co-Investment Holdings II, LLC and (iii) 10,143,497 shares of common stock held by Venrock Healthcare Capital Partners EG, L.P.

 

3  This percentage is calculated based upon 199,702,333 shares of the Issuer’s common stock outstanding as of November 9, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2021.

 

 

 

 

CUSIP No. 92840H202 Page 3 of 14

 

           
1.  

Name of reporting persons

 

VHCP Co-Investment Holdings II, LLC

2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) x1 (b) ¨

 

3.  

SEC USE ONLY

 

4.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 5.  

Sole Voting Power

 

0

6.  

Shared Voting Power

 

16,047,2862

7.  

Sole Dispositive Power

 

0

8.  

Shared Dispositive Power

 

16,047,2862

9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

16,047,2862

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

8.0%3

12.  

Type of Reporting Person (See Instructions)

 

OO

                 
1  Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.

 

2 Consists of (i) 4,201,183 shares of common stock held by Venrock Healthcare Capital Partners II, L.P., (ii) 1,702,606 shares of common stock held by VHCP Co-Investment Holdings II, LLC and (iii) 10,143,497 shares of common stock held by Venrock Healthcare Capital Partners EG, L.P.

 

3  This percentage is calculated based upon 199,702,333 shares of the Issuer’s common stock outstanding as of November 9, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2021.

 

 

 

 

CUSIP No. 92840H202 Page 4 of 14

 

           
1.  

Name of reporting persons

 

Venrock Healthcare Capital Partners EG, L.P.

2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) x1 (b) ¨

 

3.  

SEC USE ONLY

 

4.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 5.  

Sole Voting Power

 

0

6.  

Shared Voting Power

 

16,047,2862

7.  

Sole Dispositive Power

 

0

8.  

Shared Dispositive Power

 

16,047,2862

9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

16,047,2862

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

8.0%3

12.  

Type of Reporting Person (See Instructions)

 

PN

                 
1  Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.

 

2 Consists of (i) 4,201,183 shares of common stock held by Venrock Healthcare Capital Partners II, L.P., (ii) 1,702,606 shares of common stock held by VHCP Co-Investment Holdings II, LLC and (iii) 10,143,497 shares of common stock held by Venrock Healthcare Capital Partners EG, L.P.

 

3  This percentage is calculated based upon 199,702,333 shares of the Issuer’s common stock outstanding as of November 9, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2021.

 

 

 

 

 CUSIP No. 92840H202 Page 5 of 14

 

           
1.  

Name of reporting persons

 

VHCP Management II, LLC

2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) x1 (b) ¨

 

3.  

SEC USE ONLY

 

4.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 5.  

Sole Voting Power

 

0

6.  

Shared Voting Power

 

16,047,2862

7.  

Sole Dispositive Power

 

0

8.  

Shared Dispositive Power

 

16,047,2862

9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

16,047,2862

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

8.0%3

12.  

Type of Reporting Person (See Instructions)

 

OO

                 
1  Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.

 

2 Consists of (i) 4,201,183 shares of common stock held by Venrock Healthcare Capital Partners II, L.P., (ii) 1,702,606 shares of common stock held by VHCP Co-Investment Holdings II, LLC and (iii) 10,143,497 shares of common stock held by Venrock Healthcare Capital Partners EG, L.P.

 

3  This percentage is calculated based upon 199,702,333 shares of the Issuer’s common stock outstanding as of November 9, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2021.

 

 

 

 

CUSIP No. 92840H202 Page 6 of 14

 

           
1.  

Name of reporting persons

 

VHCP Management EG, LLC

2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) x1 (b) ¨

 

3.  

SEC USE ONLY

 

4.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 5.  

Sole Voting Power

 

0

6.  

Shared Voting Power

 

16,047,2862

7.  

Sole Dispositive Power

 

0

8.  

Shared Dispositive Power

 

16,047,2862

9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

16,047,2862

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

8.0%3

12.  

Type of Reporting Person (See Instructions)

 

OO

                 
1  Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.

 

2 Consists of (i) 4,201,183 shares of common stock held by Venrock Healthcare Capital Partners II, L.P., (ii) 1,702,606 shares of common stock held by VHCP Co-Investment Holdings II, LLC and (iii) 10,143,497 shares of common stock held by Venrock Healthcare Capital Partners EG, L.P.

 

3  This percentage is calculated based upon 199,702,333 shares of the Issuer’s common stock outstanding as of November 9, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2021.

 

 

 

 

CUSIP No. 92840H202 Page 7 of 14

 

           
1.  

Name of Reporting Persons

 

Shah, Nimish

2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) x1 (b) ¨

 

3.  

SEC USE ONLY

 

4.  

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 5.  

Sole Voting Power

 

0

6.  

Shared Voting Power

 

16,047,2862

7.  

Sole Dispositive Power

 

0

8.  

Shared Dispositive Power

 

16,047,2862

9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

16,047,2862

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

8.0%3

12.  

Type of Reporting Person (See Instructions)

 

IN

                 
1  Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.

 

2 Consists of (i) 4,201,183 shares of common stock held by Venrock Healthcare Capital Partners II, L.P., (ii) 1,702,606 shares of common stock held by VHCP Co-Investment Holdings II, LLC and (iii) 10,143,497 shares of common stock held by Venrock Healthcare Capital Partners EG, L.P.

 

3  This percentage is calculated based upon 199,702,333 shares of the Issuer’s common stock outstanding as of November 9, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2021.

 

 

 

 

CUSIP No. 92840H202 Page 8 of 14

 

           
1.  

Name of Reporting Persons

 

Koh, Bong

2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) x1 (b) ¨

 

3.  

SEC USE ONLY

 

4.  

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 5.  

Sole Voting Power

 

0

6.  

Shared Voting Power

 

16,047,2862

7.  

Sole Dispositive Power

 

0

8.  

Shared Dispositive Power

 

16,047,2862

9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

16,047,2862

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

8.0%3

12.  

Type of Reporting Person (See Instructions)

 

IN

                 
1  Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.

 

2 Consists of (i) 4,201,183 shares of common stock held by Venrock Healthcare Capital Partners II, L.P., (ii) 1,702,606 shares of common stock held by VHCP Co-Investment Holdings II, LLC and (iii) 10,143,497 shares of common stock held by Venrock Healthcare Capital Partners EG, L.P.

 

3  This percentage is calculated based upon 199,702,333 shares of the Issuer’s common stock outstanding as of November 9, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2021.

 

 

 

 

CUSIP No. 92840H202 Page 9 of 14

 

Introductory Note: This Schedule 13G/A is filed on behalf of Venrock Healthcare Capital Partners II, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP II LP”), VHCP Co-Investment Holdings II, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Co-Investment II”), Venrock Healthcare Capital Partners EG, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP EG”), VHCP Management II, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Management II”), VHCP Management EG, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Management EG” and collectively with VHCP II LP, VHCP Co-Investment II, VHCP EG and VHCP Management II, the “Venrock Entities”), Nimish Shah (“Shah”) and Bong Koh (“Koh”) in respect of Common Stock of VistaGen Therapeutics, Inc.

 

Item 1.

 

  (a) Name of Issuer

 

VistaGen Therapeutics, Inc.

 

  (b) Address of Issuer’s Principal Executive Offices

 

343 Allerton Avenue

South San Francisco, CA 94090

 

Item 2.

 

  (a) Name of Person Filing

 

Venrock Healthcare Capital Partners II, L.P.

VHCP Co-Investment Holdings II, LLC

Venrock Healthcare Capital Partners EG, L.P.

VHCP Management II, LLC

VHCP Management EG, LLC

Nimish Shah

Bong Koh

 

  (b) Address of Principal Business Office or, if none, Residence

 

New York Office:   Palo Alto Office:  
     
7 Bryant Park   3340 Hillview Avenue  
23rd Floor   Palo Alto, CA 94304  
New York, NY 10018      

 

  (c) Citizenship

 

All of the Venrock Entities were organized in Delaware. The individuals are both United States citizens.

 

  (d) Title of Class of Securities

 

Common Stock, par value $0.001 per share

 

  (e) CUSIP Number

 

92840H202

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

 

Not applicable

 

 

 

 

CUSIP No. 92840H202 Page 10 of 14

 

Item 4. Ownership

 

  (a) Amount Beneficially Owned as of December 31, 2021:

 

Venrock Healthcare Capital Partners II, L.P.     16,047,286 (1)
VHCP Co-Investment Holdings II, LLC     16,047,286 (1)
Venrock Healthcare Capital Partners EG, L.P.     16,047,286 (1)
VHCP Management II, LLC     16,047,286 (1)
VHCP Management EG, LLC     16,047,286 (1)
Nimish Shah     16,047,286 (1)
Bong Koh     16,047,286 (1)

 

  (b) Percent of Class as of December 31, 2021:

 

Venrock Healthcare Capital Partners II, L.P.     8.0% (2)
VHCP Co-Investment Holdings II, LLC     8.0% (2)
Venrock Healthcare Capital Partners EG, L.P.     8.0% (2)
VHCP Management II, LLC     8.0% (2)
VHCP Management EG, LLC     8.0% (2)
Nimish Shah     8.0% (2)
Bong Koh     8.0% (2)

 

  (c) Number of shares as to which the person has, as of December 31, 2021:

 

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

 

Venrock Healthcare Capital Partners II, L.P.     0  
VHCP Co-Investment Holdings II, LLC     0  
Venrock Healthcare Capital Partners EG, L.P.     0  
VHCP Management II, LLC     0  
VHCP Management EG, LLC     0  
Nimish Shah     0  
Bong Koh     0  

 

 

 

 

CUSIP No. 92840H202 Page 11 of 14

 

  (ii) Shared power to vote or to direct the vote

 

Venrock Healthcare Capital Partners II, L.P.     16,047,286 (1)
VHCP Co-Investment Holdings II, LLC     16,047,286 (1)
Venrock Healthcare Capital Partners EG, L.P.     16,047,286 (1)
VHCP Management II, LLC     16,047,286 (1)
VHCP Management EG, LLC     16,047,286 (1)
Nimish Shah     16,047,286 (1)
Bong Koh     16,047,286 (1)

 

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

 

Venrock Healthcare Capital Partners II, L.P.     0  
VHCP Co-Investment Holdings II, LLC     0  
Venrock Healthcare Capital Partners EG, L.P.     0  
VHCP Management II, LLC     0  
VHCP Management EG, LLC     0  
Nimish Shah     0  
Bong Koh     0  

 

  (iv) Shared power to dispose or to direct the disposition of

 

Venrock Healthcare Capital Partners II, L.P.     16,047,286 (1)
VHCP Co-Investment Holdings II, LLC     16,047,286 (1)
Venrock Healthcare Capital Partners EG, L.P.     16,047,286 (1)
VHCP Management II, LLC     16,047,286 (1)
VHCP Management EG, LLC     16,047,286 (1)
Nimish Shah     16,047,286 (1)
Bong Koh     16,047,286 (1)

 

(1) Consists of (i) 4,201,183 shares of common stock held by Venrock Healthcare Capital Partners II, L.P., (ii) 1,702,606 shares of common stock held by VHCP Co-Investment Holdings II, LLC and (iii) 10,143,497 shares of common stock held by Venrock Healthcare Capital Partners EG, L.P. VHCP Management II, LLC is the general partner of Venrock Healthcare Capital Partners II, L.P. and the manager of VHCP Co-Investment Holdings II, LLC. VHCP Management EG, LLC is the general partner of Venrock Healthcare Capital Partners EG, L.P. Messrs. Shah and Koh are the voting members of VHCP Management II, LLC and VHCP Management EG, LLC.
   
(2) This percentage is calculated based upon 199,702,333 shares of the Issuer’s common stock outstanding as of November 9, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2021.

 

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

 

 

 

 

CUSIP No. 92840H202 Page 12 of 14

 

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 a 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, other than activities solely in connection with a nomination under § 240.14a-11. 

 

 

 

 

CUSIP No. 92840H202 Page 13 of 14

 

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: February 14, 2022

 

Venrock Healthcare Capital Partners II, L.P.   VHCP Management II, LLC
         
By: VHCP Management II, LLC      
Its: General Partner      
         
By: /s/ David L. Stepp   By: /s/ David L. Stepp
  Name:   David L. Stepp     Name:   David L. Stepp
  Its: Authorized Signatory     Its: Authorized Signatory
     
VHCP Co-Investment Holdings II, LLC   VHCP Management EG, LLC
         
By: VHCP Management II, LLC      
Its: Manager      
         
By: /s/ David L. Stepp   By: /s/ David L. Stepp
  Name: David L. Stepp     Name: David L. Stepp
  Its: Authorized Signatory     Its: Authorized Signatory
     
     
Venrock Healthcare Capital Partners EG, L.P.   Bong Koh
     
By:  VHCP Management EG, LLC   /s/ David L. Stepp
Its:   General Partner   David L. Stepp, Attorney-in-fact
     
/s/ David L. Stepp  
Name: David L. Stepp  
Its: Authorized Signatory  
     
Nimish Shah  
   
/s/ David L. Stepp  
David L. Stepp, Attorney-in-fact  

 

 

 

 

CUSIP No. 92840H202 Page 14 of 14

 

EXHIBITS

 

A: Joint Filing Agreement (incorporated by reference to Exhibit A to Schedule 13G filed February 16, 2021)

 

B: Power of Attorney for Nimish Shah (incorporated by reference to Exhibit B to Schedule 13G filed February 16, 2021)

 

C:

Power of Attorney for Bong Koh (incorporated by reference to Exhibit C to Schedule 13G filed February 16, 2021)