VistaGen Therapeutics and Excaliber Enterprises Announce Completion of Reverse Merger and $3.8 Million Financing
SOUTH SAN FRANCISCO, Calif.--(BUSINESS WIRE)--May 17, 2011 - Excaliber Enterprises, Ltd. (OTC Bulletin Board: EXCA) announced today that its wholly-owned subsidiary has merged (the Merger) with VistaGen Therapeutics, Inc. (VistaGen), a private biotechnology company focused on stem cell-based drug rescue and drug development. As a result of the Merger, VistaGen is a wholly-owned subsidiary of Excaliber. Excaliber, now headquartered in VistaGen's South San Francisco facility, will continue the business of VistaGen focused on development and commercial applications of VistaGen's stem cell technology platform, Human Clinical Trials in a Test Tube™, and AV-101, VistaGen's orally available prodrug candidate in Phase 1 clinical studies for treatment of neuropathic pain.
Upon the closing of the Merger: Jon S. Saxe and Shawn K. Singh were appointed as directors of Excaliber; Stephanie Jones and Matthew Jones resigned as officers of Excaliber; Shawn K. Singh was appointed as Chief Executive Officer; VistaGen's founder, H. Ralph Snodgrass, Ph.D., was appointed President and Chief Scientific Officer; and A. Franklin Rice was appointed as Chief Financial Officer.
Immediately prior to the Merger, VistaGen completed a $3.87 million financing (including cancellation of $1.0 million of debt) to accredited investors, including a $1.5 million investment by Platinum Long Term Growth Fund. The financing consisted of 1.10 million Units at a price of $3.50 per Unit (as adjusted to give effect to the Merger). Each Unit consisted of one share of VistaGen Common Stock and a 3-year warrant to purchase a one fourth of one share of VistaGen Common Stock at a price of $5.00 per share (as adjusted to give effect to the Merger). In addition, concurrently with the closing of the Unit financing, VistaGen converted approximately $6.17 million of convertible promissory notes into approximately 1.76 million Units and converted all of its outstanding shares of Preferred Stock into shares of Common Stock on a one-for-one (1:1) basis.
"The positioning of VistaGen as a public company through our strategic merger with Excaliber, together with the recent capital raise, are important milestones, each providing further opportunity for us to advance our core programs," said Shawn K. Singh, Chief Executive Officer. "Both in our labs in South San Francisco and through our collaboration with Dr. Gordon Keller in Toronto, we have assembled a dedicated and experienced team that is passionate about the transformative potential of our stem cell technology. We appreciate the essential vision and long-term loyalty of our early investors and the enthusiasm and support of our recent investors. Our goal is simple: use stem cell technology to make better medicine."
VistaGen's Human Clinical Trials in a Test Tube™ platform is based on a combination of proprietary and exclusively licensed stem cell technologies, including technologies developed over the last 20 years by Canadian scientist, Dr. Gordon Keller, and Dr. Ralph Snodgrass, VistaGen's founder, President and Chief Scientific Officer. Dr. Keller is currently the Director of the University Health Network's McEwen Centre for Regenerative Medicine in Toronto. Dr. Keller's research is focused on understanding and controlling stem cell differentiation (development) and production of multiple types of mature, functional, human cells from pluripotent stem cells, including heart cells and liver cells that can be used in VistaGen's biological assay systems (drug screening systems) for drug rescue. Dr. Snodgrass has nearly 20 years experience in both academia and industry in the development and application of stem cell differentiation systems for drug discovery and development. With mature heart cells produced from stem cells, VistaGen has developed CardioSafe 3D™, a three-dimensional bioassay system. VistaGen believes CardioSafe 3D™ is capable of predicting the in vivo cardiac effects, both toxic and non-toxic, of small molecule drug candidates before they are tested in humans. VistaGen's immediate goal is to leverage CardioSafe 3D™ to generate and monetize a pipeline of small molecule drug candidates through drug rescue collaborations focused on heart toxicity. VistaGen intends to expand its drug rescue capabilities by introducing LiverSafe 3D™, a human liver cell based toxicity and metabolism bioassay system. In parallel with its drug rescue activities, VistaGen plans to advance pilot preclinical cell therapy programs focused on heart, liver and cartilage repair, each based on the proprietary differentiation and production capabilities of its Human Clinical Trials in a Test Tube™ platform.
Prior to July 30, 2011, Excaliber intends to change its name to VistaGen Therapeutics, Inc. VistaGen Therapeutics, Inc. will receive a new ticker symbol on the OTC Bulletin Board once the name change is completed. Additional details about the Merger and VistaGen's pre-Merger financing can be found in Excaliber's Form 8-K filing on May 16, 2011 on the Securities and Exchange Commission's website. Additional information about VistaGen can be found at www.vistagen.com.
About Excaliber Enterprises and VistaGen Therapeutics
VistaGen is a wholly owned subsidiary of Excaliber based in South San Francisco, California. VistaGen is a biotechnology company applying human pluripotent stem cell technology for drug rescue and cell therapy. Drug rescue involves the combination of human pluripotent stem cell technology with modern medicinal chemistry to generate new chemical variants (drug rescue variants) of promising small molecule drug candidates that pharmaceutical companies have discontinued during preclinical development (put on the shelf) due to heart or liver toxicity, despite positive efficacy data demonstrating their potential therapeutic and commercial benefits.. VistaGen uses its pluripotent stem cell technology to generate early indications, or predictions, of how humans will ultimately respond to new drug candidates before they are ever tested in humans. VistaGen anticipates that its stem cell technology platform, Human Clinical Trials in a Test Tube™, will allow it to assess the heart and liver toxicity profile of new drug candidates with greater speed and precision than nonclinical in vitro techniques and technologies currently used in the drug development process. VistaGen's drug rescue model is designed to leverage both the pharmaceutical company's prior investment in preclinical development of promising drug candidates put on the shelf and the predictive toxicology and drug development capabilities of its Human Clinical Trials in a Test Tube™ platform. VistaGen's goal is to develop a broad pipeline of drug rescue variants (proprietary new small molecule drug candidates) that will be as effective as the original drug candidates discontinued in development by others due to toxicity concerns but without the toxicity that caused them to be put on the shelf.
Cautionary Statement Regarding Forward Looking Statements
The statements in this press release that are not historical facts may constitute forward-looking statements that are based on current expectations and are subject to risks and uncertainties that could cause actual future results to differ materially from those expressed or implied by such statements. Those risks and uncertainties include, but are not limited to, risks related to regulatory approvals and the success of VistaGen's ongoing studies, including the efficacy of its prodrug candidate, AV-101, the failure of future drug rescue and cell therapy programs related to VistaGen's stem cell technology-based Human Clinical Trial in a Test Tube™ platform, its ability to secure strategic drug rescue collaborations, risks and uncertainties relating to the availability of substantial additional equity or debt capital to support VistaGen's research, development and product commercialization activities, and the success of its research, development, regulatory approval, marketing and distribution plans and strategies, including those plans and strategies related to AV-101 and any drug rescue candidates identified and developed by VistaGen. These and other risks and uncertainties are identified and described in more detail in Excaliber's filings with the Securities and Exchange Commission, including, without limitation, its current report on Form 8-K filed on May 16, 2011. Excaliber undertakes no obligation to publicly update or revise any forward-looking statements.
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Contact: VistaGen Therapeutics, Inc.
Shawn K. Singh, JD
Chief Executive Officer
Posted: May 2011