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EX-99.1 - EXHIBIT 99.1 - VistaGen Therapeutics, Inc. | ex99-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF
1934
Date of Report (Date of earliest event reported): September 17, 2020
VistaGen Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
NEVADA
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000-54014
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20-5093315
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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343 Allerton Ave.
South San Francisco, California 94090
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(Address of principal executive offices)
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(650) 577-3600
(Registrant’s telephone number, including area
code)
Not Applicable
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
☐ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a
-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d -2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e -4(c))
Securities registered pursuant to Section 12(b) of the
Act:
Title
of each class
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Trading
Symbol(s)
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Name of
each exchange on which registered
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Common
Stock, par value $0.001 per share
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VTGN
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Nasdaq
Capital Market
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17
CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR 240.12b-2)
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act ☐
Item 5.07 Submission of Matters to a Vote of
Security Holders.
On
September 17, 2020, VistaGen Therapeutics, Inc. (the “Company”) held its 2020
Virtual Annual Meeting of Stockholders
(the “Annual
Meeting”). The matters voted upon at the Annual
Meeting and the results of the voting are set forth
below.
Proposal No. 1 – Election of Directors
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For
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Withheld
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Jon S. Saxe, J.D.,
LL.M.
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14,242,885
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7,608,782
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Ann M. Cunningham,
MBA
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15,498,222
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6,353,445
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Jerry B. Gin,
Ph.D., MBA
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14,243,764
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7,607,903
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Shawn K. Singh,
J.D.
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15,387,738
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6,463,929
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H. Ralph Snodgrass,
Ph.D.
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15,518,454
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6,333,213
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Brian J. Underdown,
Ph.D.
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14,244,113
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7,607,554
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The
Company’s Directors are elected by a plurality of the votes
cast. Accordingly, each of the nominees named above was elected to
serve on the Board of Directors until the 2021 Annual Meeting of
Stockholders, or until her or his successor is elected and
qualified.
Proposal No. 2 – Ratification of Appointment of
Auditors
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For
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Against
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Abstain
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Votes
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34,045,984
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6,434,176
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142,139
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The
vote required to approve this proposal was the affirmative vote of
a majority of the votes cast on the proposal. Accordingly,
stockholders ratified the appointment of OUM & Co. LLP as the
Company’s independent auditors for the fiscal year ending
March 31, 2021.
Item 7.01 Regulation FD Disclosure.
Following the adjournment of the formal portion of the Annual Meeting, Mr. Shawn
Singh, the Company’s Chief Executive Officer, delivered
closing remarks. A copy of Mr. Singh’s closing remarks is
attached to this Current Report on Form 8-K as Exhibit
99.1.
The information in this Item 7.01 of this Current
Report on Form 8-K, including the information set
forth in Exhibit 99.1, is being furnished and shall not be
deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the
“Exchange
Act”), nor shall Exhibit
99.1 filed herewith be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
See
Exhibit Index.
Disclaimer.
This
Current Report on Form 8-K may contain, among other things, certain
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, including, without
limitation, (i) statements with respect to the Company's plans,
objectives, expectations and intentions; and (ii) other statements
identified by words such as "may", "could", "would", should",
"believes", "expects", "anticipates", "estimates", "intends",
"plans" or similar expressions. These statements are based upon the
current beliefs and expectations of the Company's management and
are subject to significant risks and uncertainties.
Signatures
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
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VistaGen
Therapeutics, Inc.
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Date:
September 18, 2020
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By:
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/s/ Shawn K. Singh
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Shawn
K. Singh, JD
Chief
Executive Officer
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EXHIBIT INDEX
Exhibit No.
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Description
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Closing
Remarks made by Mr. Shawn Singh at the VistaGen Therapeutics, Inc.
2020 Annual Meeting of Stockholders, dated September 17,
2020
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