Vistagen Announces Results of Voting from 2022 Annual Meeting of Stockholders and Partial Adjournment to October 28, 2022
Annual Meeting to resume
As described in the Definitive Proxy Statement:
A vote "FOR" Proposal No. 5 grants discretionary authority to, but does not require, Vistagen's Board of Directors (the Board) to implement a reverse stock split of the Company's issued and outstanding shares of common stock (the Reverse Split) in the future as the Board may deem necessary and advisable prior to the one-year anniversary of the Annual Meeting to, among other things, maintain the Company's listing on the NASDAQ Capital Market (Nasdaq). As further described in the Proxy Statement, if Proposal No. 5 is approved, the Board does not intend to immediately implement the Reverse Split. Instead, the Board plans to carefully consider several factors before using, or not using at all, the authority provided by Proposal No. 5.
As noted in the press release issued by the Company on
October 6, 2022, the two leading independent proxy advisory firms, Institutional Shareholder Services Inc.(ISS) and Glass Lewis & Co.(Glass Lewis), have recommended that Vistagen stockholders entitled to vote at the Annual Meeting vote "FOR" Proposal No. 5. ISS and Glass Lewis are independent proxy advisory firms and do not have any business or other relationship with Vistagen. Vistagen did not engage or compensate either firm for their analysis or recommendations.
- As noted in the press release issued by the Company on
A vote "FOR" Proposal No. 6 will approve an amendment of the Company's Second Amended and Restated Bylaws (the Bylaw Amendment) to allow the Board in its sole discretion, to determine, from time to time, the number of directors constituting the Board of Directors.
- The Board believes that the flexibility provided by the proposed Bylaw Amendment will better enable it to quickly and efficiently accommodate the Company’s needs of the Board in the future, particularly as it relates to diversity of background, represented communities and skillsets of the directors.
Approval of Proposal Nos. 5 and 6 require that a majority of the outstanding shares of Vistagen’s common stock as of
Stockholders are encouraged to review additional information about Proposal Nos. 5 and 6 that is available in the Company's definitive proxy statement filed with the
The Company will reconvene the 2022 Annual Meeting of Stockholders on
The deadline for stockholders to vote (or change their vote) is
The Company and its Board encourage all stockholders of record on the record date who have not yet voted to vote “FOR” Proposal Nos. 5 and 6 prior to
Stockholders who have already voted do not need to vote again. Proxies already given will be voted in the manner specified in respect of Proposal Nos. 5 and 6 at the reconvened Annual Meeting unless properly revoked in accordance with the procedures described in the Proxy Statement.
Stockholders Questions and Voting Assistance
The Company has engaged
Investors are strongly encouraged to read the proxy materials that were filed with the
Vistagen (Nasdaq: VTGN) is a late clinical-stage biopharmaceutical company aiming to transform the treatment landscape for individuals living with anxiety, depression and other CNS disorders. The Company is advancing therapeutics with the potential to be faster-acting, and with fewer side effects and safety concerns, than those that are currently available. PH94B and PH10 belong to a new class of drugs known as pherines, which are investigational neuroactive steroid nasal sprays designed with a novel rapid-onset mechanism of action that activates chemosensory neurons in the nasal passages and can impact the olfactory-amygdala neural circuits without systemic uptake or direct activity on CNS neurons in the brain. Vistagen is passionate about transforming mental health care and redefining what is possible in the treatment of anxiety and depression. Connect at www.Vistagen.com.
This press release contains certain forward-looking statements within the meaning of the federal securities laws. These forward-looking statements involve known and unknown risks that are difficult to predict and include all matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of words such as "may," “could,” “expect,” “project,” “outlook,” “strategy,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “strive,” “goal,” “continue,” “likely,” “will,” “would” and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by Vistagen and its management, are inherently uncertain. These risks are fully discussed in the section entitled "Risk Factors" in the Company’s most recent Annual Report on Form 10-K for the fiscal year ended
Additional Information and Where to Find It
In connection with the Annual Meeting described above, the Company filed a definitive proxy statement (Proxy Statement) with the
Participants in Solicitation
The Company and its directors and executive officers may be deemed participants in the solicitation of proxies from the Company’s stockholders with respect to the proposals to be considered at the Annual Meeting. A list of the names of those directors and executive officers and a description of their interests in the Company is contained in the Company’s definitive Proxy Statement for the Annual Meeting, which was filed with the
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Vice President, Investor Relations
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