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): July 15, 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 4.01 Change in Registrant's Certifying
Accountant.
On July
15, 2021, WithumSmith+Brown, PC, an independent registered public
accounting firm (“Withum”), acquired certain assets
of OUM & Co. LLP (“OUM”), the independent registered
public accounting firm for VistaGen Therapeutics, Inc., a
Nevada corporation (the “Company”) (the
“Acquisition”).
As a result of this transaction, on July 15, 2021, OUM resigned as
the Company’s independent registered public accounting firm.
Concurrent with such resignation, the Company, with the approval of
its Audit Committee, consented to the engagement of Withum. Withum
is the Company’s new independent registered public accounting
firm, effective July 15, 2021.
Prior
to the Acquisition, the Company did not consult with Withum
regarding the application of accounting principles to any specific
completed or contemplated transaction or regarding the type of
audit opinion that might be rendered by Withum on the
Company’s financial statements, and Withum did not provide
any written or oral advice that was an important factor considered
by the Company in reaching a decision as to any accounting,
auditing or financial reporting issue.
OUM’s Report
of Independent Registered Public Accounting Firm (the
“Audit Report”)
on the Company’s financial statements for the fiscal years
ended March 31, 2021 and 2020 did not contain any adverse
opinion or disclaimer of opinion and was not qualified or modified
as to uncertainty, audit scope or accounting principles, except
that the Audit Report for the year ended March 31, 2020 included in
the Company’s Annual Report on Form 10-K for the year ended
March 31, 2020 and filed with the Securities and Exchange
Commission (the “Commission”) contained an
explanatory paragraph disclosing uncertainty regarding the
Company's ability to continue as a going concern. The Audit
Report for the year ended March 31, 2021 contained no such
explanatory paragraph.
During
the years ended March 31, 2021 and 2020, and during the
interim period from the end of the most recently completed fiscal
year through July 15, 2021, the date of resignation, there were no
“disagreements” (as such
term is defined in Item 304(a)(1)(iv) of Regulation S-K and the
related instructions to Item 304) with OUM on any matter of
accounting principles or practices, financial statement disclosure
or auditing scope or procedures, which disagreements, if not
resolved to the satisfaction of OUM would have caused it to make
reference to such disagreement in its reports. During the fiscal
years ended March 31, 2021 and March 31, 2020, and the subsequent
interim period through July 15, 2021, there have been no
“reportable events” (as such term is defined in Item
304 (a)(1)(v) of Regulation S-K), except for the material
weaknesses described in Item 9A of the Company's Annual Report
on Form 10-K for the fiscal year ended March 31,
2021.
The
Company provided OUM with a copy of this Current Report on Form 8-K
prior to its filing with the Commission and requested that OUM
furnish the Company with a letter addressed to the Commission
confirming that it agrees with the above statements. A copy of the
letter, dated July 21, 2021, is filed as Exhibit
16.1 (which is incorporated by reference herein) to this
Current Report on Form 8-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:
July 21, 2021
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By:
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/s/ Shawn K. Singh
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Shawn
K. Singh, J.D.
Chief
Executive Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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Letter
from OUM & Co. LLP dated July 21, 2021
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Exhibit
16.1
July
21, 2021
Securities
and Exchange Commission
100 F
Street, N.E.
Washington,
DC 20549-7561
Ladies
and Gentlemen:
We have
read VistaGen Therapeutics, Inc.’s statements included under
Item 4.01 of its Form 8-K dated July 21, 2021, and are in
agreement with the statements contained therein concerning our firm
in response to Item 304(a) of Regulation S-K.
Very
truly yours,
/s/ OUM
& Co. LLP