vtgn8k_05012021
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): May 1, 2021
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 5.02 Election of Directors.
On May
1, 2021, Ann M. Cunningham, MBA, who currently serves on the Board
of Directors (the “Board”) of VistaGen Therapeutics,
Inc. (the “Company”), was appointed to serve
as the Company’s Chief Commercial Officer. In addition to her
position as the Company’s Chief Commercial Officer, Ms.
Cunningham will continue to serve as a member of the Board, but
will be replaced on the Board’s Corporate Governance and
Nominating Committee by the Company’s recently appointed
independent director, Joanne Curley, Ph.D. A copy of the press
release announcing Ms. Cunningham’s appointment is attached
to this Current Report on Form 8-K as Exhibit 99.1.
Ms.
Cunningham, age 53, has served as a member of the Company’s
Board since January 10, 2019. Prior to joining the Company, Ms.
Cunningham was Founder and Managing Partner of i3 Strategy
Partners, a consulting firm founded in 2018 that specializes in
assisting companies in the pharmaceutical space. Prior to founding
i3 Strategy Partners, Ms. Cunningham served as Vice President,
Neurodegenerative Diseases and Psychiatry for Teva Pharmaceuticals
Industries, Ltd. from 2015 to 2018, as Senior Marketing Director
for Otsuka Pharmaceutical Companies from 2013 to 2015 and in
several marketing-focused positions for Eli Lily and Company from
1999 to 2013, including serving as Global Marketing Senior Director
from 2009 to 2013. Ms. Cunningham holds a B.A. degree in Psychology
from Yale University and an MBA, with a focus on marketing
management, from the University of Michigan.
There
are no arrangements or understandings between Ms. Cunningham and
any other person pursuant to which she was appointed as the
Company’s Chief Commercial Officer, and, except as discussed
herein, Ms. Cunningham is not a participant in any related party
transaction required to be reported pursuant to Item 404(a)
of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
See
Exhibit Index.
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:
May 4, 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 INDEX
Exhibit No.
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Description
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Press
Release issued by VistaGen Therapeutics, Inc., dated May 4,
2021
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ex99-1
Exhibit
99.1
VistaGen Therapeutics Announces Appointment of Ann Cunningham as
Chief Commercial Officer
Ann Cunningham has a proven pharmaceutical commercial track record
of more than 25 years delivering sales, marketing, and global life
cycle product management expertise for many successful branded
product campaigns for large pharmaceutical companies
SOUTH
SAN FRANCISCO, Calif. – May 4,
2021 –
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, today announced the appointment of
Ann Cunningham as its Chief Commercial Officer. Ms. Cunningham has
a proven pharmaceutical commercial track record of more than 25
years delivering sales, marketing, and global life cycle product
management expertise in roles across several healthcare markets,
including neuropsychiatry and other CNS markets that VistaGen is
pursuing. She has been serving on VistaGen’s Board of
Directors (“Board”) since January 2019 and will remain
a member of the Board.
“Since
joining our Board, Ann’s commercial insight, expertise and
leadership experience has been tremendously helpful in support of
our pre-commercial planning for PH94B, with special emphasis on a
broad range of anxiety markets in the U.S. With the near term
launch of our Phase 3 clinical development program for PH94B, our
investigational product focused on the acute treatment of anxiety
in adults with social anxiety disorder, Ann’s appointment as
our Chief Commercial Officer adds considerable strength to the
world-class team we have assembled across all key functional areas
necessary to advance our company through the next phases of our
growth,” said Shawn Singh, Chief Executive Officer of
VistaGen. “Ann’s many
notable accomplishments throughout her distinguished career in the
pharmaceutical industry include leading campaigns
for prominent neuropsychiatric drug treatments in multiple
markets where we believe our investigational products, including
PH94B, have therapeutic and commercial potential. As we look
to transition from clinical development into a commercial growth
mode and steadfastly pursue our mission to create life-changing
medicines to improve mental health and well-being, Ann’s
leadership will make a difference.”
“Serving
on the VistaGen Board has allowed me to gain important insight into
the ongoing development of VistaGen’s potentially
life-changing CNS product candidates. I am thrilled to expand my
role, join the team full time, and lead the company’s
commercial efforts. The company’s innovative fast-acting, new
generation CNS drug candidates have exciting potential in large
markets where millions of individuals need novel products that are
safe and effective alternatives to current treatments,” said
Cunningham. “As VistaGen progresses its late-stage product
candidates, I am excited to ensure that the company will be well
prepared and strategically positioned to build brand awareness for
our lead product candidate, PH94B, and to accelerate its adoption,
as well as that of our other pipeline products, once approved,
across these large target markets.”
Most
recently, Ms. Cunningham served as Managing Partner of
i3 Strategy
Partners, where she guided pharmaceutical and biotechnology
executives in planning and executing successful portfolio
strategies and brand launches by evaluating key business questions
and unique strategies to unlock the full potential of each
organization served. Her experience in the pharmaceutical industry
includes multiple instrumental roles, including Vice President,
Neurodegenerative Disease and Psychiatry at Teva Pharmaceutical
Industries; Senior Director, Global Brand Lead, Rexulti, at Otsuka America
Pharmaceutical; and Senior Director, Global Brand Lead and Sales
Director in multiple therapeutic areas, including Psychiatry, at
Eli Lilly and Company. Ms. Cunningham holds a B.A. in Psychology
from Yale University and an M.B.A. from the University of Michigan,
Stephen M. Ross School of Business.
About VistaGen
VistaGen Therapeutics 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. For more
information, please visit www.VistaGen.com
and connect with VistaGen
on Twitter, LinkedIn, and Facebook.
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 delays in
launching and/or conducting our planned clinical trials, including
delays due to the impact of the COVID-19 pandemic; fluctuating
costs of materials and other resources required to conduct our
planned clinical and non-clinical trials; continued uncertainty
with respect to 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 December 31, 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.
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VistaGen Company Contacts
Mark
McPartland / Mark Flather
VistaGen
Therapeutics
Phone:
(650) 577-3606
Email: IR@vistagen.com