UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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, 2017
Commission File Number: 001-37761
VistaGen Therapeutics, Inc.
(Exact name of registrant as specified in its charter.)
(Exact name of registrant as specified in its charter.)
Nevada
(State or other jurisdiction of incorporation or organization)
(State or other jurisdiction of incorporation or organization)
205093315
(IRS Employer Identification No.)
(IRS Employer Identification No.)
343 Allerton Avenue, South San Francisco, California 94080
(Address of principal executive offices)
(Address of principal executive offices)
650-577-3600
(Registrant's Telephone number)
(Registrant's Telephone number)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
(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 (see General Instruction A.2. below):
[ ] 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))
Item 8.01 Other Events.
VistaGen Therapeutics, Inc. (the "Company") today announced that its largest institutional stockholder entered into a 6-month lock-up agreement. Under the agreement, the stockholder and its affiliates agreed not to enter into any transaction involving the Company's securities during the term of the agreement, which runs through late-October 2017 and covers approximately 36% of the Company's issued and outstanding equity securities on an as converted basis. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1, and is incorporated herein by reference.
Item 9.01 Financial Statements and 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 hereunto duly authorized.
| VistaGen Therapeutics, Inc. |
Date: May 1, 2017
| By: | /s/ Shawn K. Singh |
| Name: Shawn K. Singh | |
| Title: Chief Executive Officer |
Exhibit Index
|
Exhibit No.
|
Description
|
|
|
EX-99.1
|
Press release issued by VistaGen Therapeutics Inc., dated May 1, 2017.
|
VistaGen Therapeutics’ Largest Stockholder Signs
6-Month Lock-Up Agreement
SOUTH
SAN FRANCISCO, CA -- (Marketwired – May 1, 2017)
-- VistaGen Therapeutics
Inc. (NASDAQ: VTGN), a clinical-stage biopharmaceutical
company focused on developing new generation medicines for
depression and other central nervous system (CNS) disorders,
announced today that its largest institutional stockholder, holding
both common stock and substantially all (99.3%) of the
Company’s outstanding preferred stock, entered into a 6-month
lock-up agreement. Under the agreement, the stockholder and its
affiliates agreed to not enter into any transaction involving the
Company's securities during the term of the agreement, which runs
through late-October 2017 and covers approximately 36% of the
Company’s issued and outstanding equity securities on an as
converted basis.
About VistaGen
VistaGen
Therapeutics, Inc. (NASDAQ: VTGN), is a clinical-stage
biopharmaceutical company focused on developing new generation
medicines for depression and other central nervous system (CNS)
disorders. VistaGen's lead CNS product candidate, AV-101, is in
Phase 2 development as a new generation oral antidepressant drug
candidate for major depressive disorder (MDD).
AV-101's mechanism of
action is fundamentally differentiated from all
FDA-approved antidepressants and atypical antipsychotics used
adjunctively to treat MDD, with potential to drive a paradigm shift
towards a new generation of safer and faster-acting
antidepressants. AV-101 is currently being evaluated by the U.S.
National Institute of Mental Health (NIMH) in a Phase 2 monotherapy
study in MDD being fully funded by the NIMH and conducted by Dr.
Carlos Zarate Jr., Chief, Section on the Neurobiology and Treatment
of Mood Disorders and Chief of Experimental Therapeutics and
Pathophysiology Branch at the NIMH. VistaGen is preparing to launch
a 180-patient Phase 2 study of AV-101 as an adjunctive treatment
for MDD patients with inadequate response to standard, FDA-approved
antidepressants. Dr. Maurizio Fava of Harvard University will be
the Principal Investigator of the Company's Phase 2 adjunctive
treatment study. AV-101 may also have the potential to treat
multiple CNS disorders and neurodegenerative diseases in addition
to MDD, including chronic neuropathic pain, epilepsy, and symptoms
of Parkinson's disease and Huntington's disease, where modulation
of the NMDAR, AMPA pathway and/or key active metabolites of AV-101
may achieve therapeutic benefit.
VistaStem
Therapeutics is VistaGen's wholly owned subsidiary focused on
applying human pluripotent stem cell technology, internally and
with collaborators, to discover, rescue, develop and commercialize
proprietary new chemical entities (NCEs), including small molecule
NCEs with regenerative potential, for CNS and other diseases, and
cellular therapies involving stem cell-derived blood, cartilage,
heart and liver cells. In December 2016, VistaGen exclusively
sublicensed to BlueRock Therapeutics LP, a next generation
regenerative medicine company established by Bayer AG and Versant
Ventures, rights to certain proprietary technologies relating to
the production of cardiac stem cells for the treatment of heart
disease.
For
more information, please visit www.vistagen.com and
connect with VistaGen on Twitter, LinkedIn and Facebook.
Forward-Looking Statements
The statements in this press release that are not historical facts
may constitute forward-looking statements that are based on current
expectations and are subject to risks and uncertainties that could
cause actual future results to differ materially from those
expressed or implied by such statements. Those risks and
uncertainties include, but are not limited to, risks related to the
successful launch, continuation and results of the NIMH's Phase 2
(monotherapy) and/or the Company's planned Phase 2 (adjunctive
therapy) clinical studies of AV-101 in MDD, and other CNS diseases
and disorders, protection of its intellectual property, and the
availability of substantial additional capital to support its
operations, including the Phase 2 clinical development activities
described above. These and other risks and uncertainties are
identified and described in more detail in VistaGen's filings with
the Securities and Exchange Commission (SEC). These filings are
available on the SEC's website at www.sec.gov.
VistaGen undertakes no obligation to publicly update or revise any
forward-looking statements.
Company Contact:
Mark A.
McPartland
VistaGen
Therapeutics Inc.
Phone:
+1 (650) 577-3600
Email: IR@vistagen.com