Vistagen Announces the Two Leading Proxy Advisory Firms, Institutional Shareholder Services and Glass Lewis, Recommend Stockholders Vote “FOR” Proposal No. 5 to Provide its Board with the Option to Implement a Future Reverse Stock Split, if Necessary
Stockholders are encouraged to review certain frequently asked questions and answers about the potential Reverse Split below, as well as additional information about Proposal No. 5 that is available in the Company’s definitive proxy statement filed with the
ISS and Glass Lewis are the two leading independent, third-party proxy advisory and corporate governance firms that provide proxy voting recommendations to pension funds, investment managers, mutual funds and other institutional stockholders throughout
“We are pleased that both ISS and Glass Lewis, the leading independent proxy advisory firms, support our Board’s recommendation that stockholders vote “FOR” Proposal No. 5,” said
Frequently Asked Questions and Answers
If Proposal No. 5 is approved by stockholders at the Annual Meeting, will a Reverse Split be implemented immediately?
No, the Reverse Split will not be implemented immediately. If approved, Proposal No. 5 provides our Board with the option, but not the obligation, to implement a Reverse Split within the next 12 months, if, for example, it is needed to maintain our Nasdaq listing. Proposal No. 5 does not require our Board to implement the Reverse Split.
If Proposal No. 5 is approved at the Annual Meeting, and it becomes necessary and advisable to implement a Reverse Split to maintain our Nasdaq listing, our Board will carefully assess many factors, including timing, Company operations and market conditions to select a time for a Reverse Split that is most advantageous for the Company and its stockholders.
What will happen to Vistagen if Proposal No. 5 does not pass?
Nasdaq requires that a listed company maintain a minimum bid price of
Additionally, a reverse stock split that increases the price of the Company’s common stock has the potential to make the Company’s common stock more attractive and accessible to certain institutional investors and private wealth managers, which could enhance liquidity and provide for a stronger investor base.
What happens if I don’t vote?
If you don’t vote, or if you abstain, it may count the same as a vote AGAINST Proposal No. 5. Therefore, we strongly encourage each investor to follow the recommendations of ISS and Glass Lewis and vote “FOR” Proposal No. 5 as promptly as possible.
Who can help me vote?
Our proxy solicitor,
If I’ve already voted “AGAINST” Proposal No. 5, can I still change my vote to “FOR” Proposal No. 5?
Yes. If you previously submitted a proxy and voted AGAINST Proposal No. 5, you may still revoke your previously submitted proxy and reclaim your right to vote at any time before
The Company’s 2022 Annual Meeting of Stockholders will be held on
The deadline for stockholders to vote (or change their vote) is
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 odorless and tasteless 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.
Forward Looking Statements
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
Vice President, Investor Relations
If you have any questions or need assistance voting your shares, please call: