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): January 5, 2021
VistaGen Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
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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:
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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 8.01. Other Events.
On
January 5, 2021, VistaGen Therapeutics, Inc. (the
“Company”)
received a letter (the “Letter”) from the Listing
Qualifications Staff (the “Staff”) of The Nasdaq Stock
Market, LLC (“Nasdaq”) indicating that the
Staff has determined that, because the closing bid price of the
Company’s common stock, par value $0.001 per share
(“Common
Stock”), was greater than $1.00 per share for the
previous 10 consecutive trading days, the Company is now in full
compliance with the minimum bid price requirement set forth in
Nasdaq Listing Rule 5550(a)(2). Accordingly, Company has regained
full compliance with all previously outstanding deficiencies and
the matter is now closed. A press release issued by the Company on
January 6, 2021 regarding the Letter is attached to this Current
Report on Form 8-K as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Index
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Exhibit No.
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Description
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Press
Release issued by VistaGen Therapeutics, Inc., dated January 6,
2021.
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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:
January 6, 2021
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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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Exhibit
99.1
VistaGen
Therapeutics Regains Full Compliance with Nasdaq Listing
Requirements
SOUTH SAN FRANCISCO, Calif.,
January 6, 2021 (GLOBE NEWSWIRE) -- VistaGen
Therapeutics, Inc. (NASDAQ: VTGN), a
biopharmaceutical company committed to developing a new generation
of medicines with the potential to go beyond the current standard
of care for anxiety, depression and other central nervous system
(CNS) disorders, announced today that it received notice from The
Nasdaq Stock Market (Nasdaq) on January 5, 2021 that VistaGen has regained compliance with
the minimum bid price requirement under Nasdaq Listing Rule
5550(a)(2) (the Bid Price Rule) for continued listing on The Nasdaq
Capital Market. VistaGen is now in full compliance with all
applicable listing standards, and Nasdaq considers the matter
closed.
Nasdaq
previously notified VistaGen on January 31, 2020, that it
was not in compliance with the Bid Price Rule because its common
stock failed to meet the closing bid price of $1.00 or
more for 30 consecutive business days. In order to regain
compliance with the Bid Price Rule, VistaGen was required to
maintain a minimum closing bid price of $1.00 or more for
at least 10 consecutive trading days. This requirement was met
on January 4, 2021.
About VistaGen
VistaGen Therapeutics, Inc. is a biopharmaceutical company
committed to developing and commercializing innovative medicines
with the potential to go beyond the current standard of care for
anxiety, depression and other CNS disorders. Each of
VistaGen’s three drug candidates has a differentiated
potential mechanism of action, has been well-tolerated in all
clinical studies to date and has therapeutic potential in multiple
CNS markets.
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 us
and our management, are inherently uncertain. Our actual results or
developments may differ materially from those projected or implied
in these forward-looking statements. Factors that may cause such a
difference include, without limitation, risks and uncertainties
relating to the impact of the COVID-19 pandemic; market conditions;
the impact of general economic, industry or political conditions in
the United States or internationally; adverse healthcare reforms
and changes of laws and regulations; manufacturing and marketing
risks, including risks related to the COVID-19 pandemic, which may
include, but are not limited to, unavailability of or delays in
delivery of raw materials for manufacture of our CNS drug
candidates and difficulty in initiating or conducting clinical
trials; inadequate and/or untimely supply of one or more of our CNS
drug candidates to meet demand; entry of competitive products; and
other technical and unexpected hurdles in the development,
manufacture and commercialization of our CNS drug candidates; and
the risks more fully discussed in the section entitled "Risk
Factors" in our most recent Annual Report on Form 10-K for the year
ended March 31, 2020, and in our most recent Quarterly Report on
Form 10-Q for the quarter ended September 30, 2020, as well as
discussions of potential risks, uncertainties, and other important
factors in our other filings with the U.S. Securities and Exchange
Commission (SEC). Our SEC filings are available on the SEC’s
website at www.sec.gov. You should not place undue reliance on
these forward-looking statements, which apply only as of the date
of this press release and should not be relied upon as representing
our views as of any subsequent date. We explicitly disclaim any
obligation to update any forward-looking statements, other than as
may be required by law. If we do update one or more forward-looking
statements, no inference should be made that we will make
additional updates with respect to those or other forward-looking
statements.
Company
Contact
Mark A.
McPartland
VistaGen Therapeutics
Inc.
Phone: +1 (650)
577-3600
Email: IR@vistagen.com
Source: VistaGen Therapeutics,
Inc.