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EX-99.2 - PRESS RELEASE - VistaGen Therapeutics, Inc. | ex99-2.htm |
EX-99.1 - EARNINGS RELEASE - 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): November 12, 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 2.02 Results of Operations and Financial
Condition.
On November 12, 2020, VistaGen Therapeutics, Inc.
(the “Company”) issued a press release to announce the
Company’s financial results for its fiscal year 2021 second
quarter ended September 30, 2020. A copy of the press release is
attached to this Current Report on Form 8-K as Exhibit
99.1.
Item 7.01. Regulation FD Disclosure.
On
November 13, 2020, the Company announced new in vitro electrophysiology data
demonstrating that the mechanism of action of PH94B, the
Company’s intranasal neuroactive steroid drug candidate,
which the Company is preparing for Phase 3 development as a
potential acute rapid-onset treatment of anxiety in adults with
social anxiety disorder, does not involve direct activation of
GABA-A receptors, in distinct contrast to the
mechanism of action of benzodiazepines. A copy of the press
release is attached to this Current Report on Form 8-K as Exhibit
99.2.
Disclaimer.
The information in this Current Report
on Form 8-K, including the information set forth in
Exhibits 99.1 and 99.2, are 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 Exhibits
99.1 and 99.2 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.
Forward-Looking Statements.
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Index
Exhibit No.
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Description
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Earnings
Release issued by VistaGen Therapeutics, Inc., dated November 12,
2020
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Press
Release issued by VistaGen Therapeutics, Inc., dated November 12,
2020
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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:
November 13, 2020
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By:
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/s/ Shawn K. Singh
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Shawn
K. Singh
Chief
Executive Officer
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