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): September 15, 2017
VistaGen Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
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NEVADA
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001-37761
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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))
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
See
Item 5.07 below.
Item 5.07 Submission of Matters to a Vote of Security
Holders.
On
September 15, 2017, VistaGen Therapeutics, Inc.
(the “Company”) held its annual meeting
of stockholders (the “Annual Meeting”). The matters
voted upon at the Annual Meeting and the results of the voting are
set forth below.
Proposal No. 1- Election of Directors
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For
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Withheld
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Votes
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%
Voted
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Votes
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%
Voted
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Jon S.
Saxe
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3,922,660
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95.75%
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174,159
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4.25%
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Shawn K.
Singh
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4,077,051
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99.52%
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19,768
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0.48%
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H.
Ralph Snodgrass
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3,981,028
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97.17%
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115,791
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2.83%
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Brian J. Underdown
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4,050,168
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98.86%
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46,651
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1.14%
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Jerry
B. Gin
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4,050,168
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98.86%
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46,651
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1.14%
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The
Company’s Directors are elected by a plurality of the votes
cast. Accordingly, each of the nominees named above were elected to
serve on the Board of Directors until the 2018 annual meeting of
stockholders, or until their successors are elected and
qualified.
Proposal No. 2- Approval of an Amendment to the Company’s
Restated and Amended Articles of Incorporation
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For
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Against
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Abstain
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Votes
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5,864,179
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243,307
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510,447
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% of Total
Outstanding Shares Voted
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62.71%
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2.60%
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5.46%
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The
vote required to approve this proposal was the affirmative vote
of a majority of the outstanding
shares of the Company’s common stock entitled to vote as of
July 17, 2017, the record date for the Annual
Meeting. Accordingly, the
amendment to increase the number of authorized shares of common
stock under the Company’s Restated and Amended Articles of
Incorporation from 30.0 million to 100.0 million (the
“Charter
Amendment”) was approved.
Following the
approval of the Charter Amendment at the Annual Meeting, the
Charter Amendment was filed with the Nevada Secretary of State on
September 15, 2017. A copy of the Charter Amendment is attached to
this Current Report on Form 8-K as Exhibit 3.1.
Proposal No. 3- Approval of an Amendment to the Company’s
Amended and Restated 2016 Stock Incentive Plan
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For
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Against
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Abstain
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Broker
Non-Votes
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Votes
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3,522,373
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500,417
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74,029
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2,521,114
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%
Voted
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85.98%
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12.21%
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1.81%
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The
vote required to approve this proposal was the affirmative vote of
a majority of the votes cast on the proposal. Accordingly, the
amendment to increase the number of authorized shares issuable
under the Company’s Amended and Restated 2016 Stock Incentive
Plan from 3.0 million to 10.0 million was approved.
Proposal No. 4- Ratification of Appointment of
Auditors
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For
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Against
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Abstain
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Votes
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6,192,477
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255,945
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169,511
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%
Voted
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93.57%
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3.87%
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2.56%
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The
vote required to approve this proposal was the affirmative vote of
a majority of the votes cast on the proposal. Accordingly,
stockholders ratified the appointment of OUM & Co, LLP as the
Company’s registered independent public accounting firm for
the fiscal year ending March 31, 2018.
For
more information about the foregoing proposals, please review the
Company’s definitive proxy statement, filed with the
Securities and Exchange Commission on August 4, 2017.
Item 9.01 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:
September 20, 2017
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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
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Exhibit Number
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Description
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Certificate
of Amendment to the Restated and Amended Articles of Incorporation
of VistaGen Therapeutics, Inc., dated September 15,
2017.
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Exhibit
3.1
CERTIFICATE OF AMENDMENT
TO THE
RESTATED AND AMENDED
ARTICLES OF INCORPORATION
OF
VISTAGEN THERAPEUTICS, INC.
VistaGen
Therapeutics, Inc., a Nevada corporation (the "Corporation"), does hereby certify that:
FIRST: This
Certificate of Amendment amends the provisions of the Corporation's
Restated and Amended Articles of Incorporation (the
"Articles
of Incorporation").
SECOND: The
terms and provisions of this Certificate of Amendment have been
duly adopted in accordance with Section 78.380 of the Nevada
Revised Statutes and shall become effective immediately upon filing
this Certificate of Amendment.
THIRD: The
first paragraph of Article V of the Articles of Incorporation is
hereby amended in its entirety and replaced with the
following:
“This
corporation is authorized to issue two classes of capital stock, to
be designated “Common Stock” and “Preferred
Stock.” The total number of shares of Common Stock
which this corporation is authorized to issue is One Hundred
Million (100,000,000), each having a par value of $0.001. The total
number of shares of Preferred Stock which this corporation is
authorized to issue is Ten Million (10,000,000), each having a par
value of $0.001. The holders of the Common Stock shall
have one (1) vote per share on each matter submitted to a vote of
stockholders. The capital stock of this corporation,
after the amount of the subscription price has been paid in, shall
never be assessable, or assessed to pay debts of this
corporation.”
IN WITNESS
WHEREOF, the Corporation has caused this Certificate of Amendment
to be signed by its officers thereunto duly authorized this 15th
day of September, 2017.
By:
/s/ Shawn
K. Singh
Name: Shawn
K. Singh
Title:
Chief Executive Officer