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 5, 2019
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 5.03 Amendments to the 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 5, 2019,
VistaGen Therapeutics, Inc. (the “Company”) held its 2019 Annual
Meeting of Stockholders (the “Annual Meeting”). All proposals
were approved by the Company’s stockholders. The matters
voted upon at the Annual Meeting and the detailed results of the
stockholder voting approving all such matters are set forth
below.
Proposal No. 1 – Election of Directors
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For
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Against
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Votes
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%
Voted
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Votes
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% Voted
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Shawn K.
Singh
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14,657,935
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91.91%
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1,290,719
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8.09%
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H. Ralph
Snodgrass
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14,711,550
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92.24%
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1,237,104
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7.76%
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Jon S.
Saxe
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13,312,707
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83.47%
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2,635,947
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16.53%
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Brian J.
Underdown
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13,306,184
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83.43%
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2,642,470
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16.57%
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Jerry B.
Gin
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13,318,049
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83.51%
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2,630,605
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16.49%
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Ann M.
Cunningham
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14,727,093
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92.34%
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1,221,561
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7.66%
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Each of the members
of the Company’s Board of Directors is elected by a plurality
of the votes cast. Accordingly, each of the directors named above
was re-elected to serve on the Company’s Board of Directors
until the Company’s 2020 Annual Meeting of Stockholders, or
until his or her successor is qualified and
elected.
Proposal No. 2 – Approval of an Amendment to the
Company’s Restated Articles of Incorporation
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For
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Against
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Abstained
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Votes
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26,509,066
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4,963,523
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470,091
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%
Voted
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82.99%
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15.54%
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1.47%
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The
vote required to approve Proposal No. 2 was the affirmative
vote of a majority of the outstanding shares of the
Company’s common stock, par value $0.001 per share
(“Common
Stock”), entitled to vote as of July 12, 2019, the
record date for the Annual Meeting (the “Record Date”). Accordingly, the
amendment to increase the number of authorized shares of Common
Stock under the Company’s Restated Articles of Incorporation
from 100.0 million to 175.0 million (the “Charter Amendment”) was
approved.
As
approved at the Annual Meeting, the Charter Amendment will be filed
with the Nevada Secretary of State on or about September 6, 2019. 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 the Adoption of the
Company’s 2019 Omnibus Equity Incentive Plan
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For
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Against
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Abstained
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Votes
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12,884,874
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2,992,767
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71,013
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%
Voted
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80.79%
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18.77%
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0.44%
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The
vote required to approve Proposal No. 3 was the affirmative vote of
a majority of the votes cast on the proposal. Accordingly, the
Company’s stockholders approved the 2019 Omnibus Equity
Incentive Plan and ratification of all issuances thereunder to
date, as described in the Company’s definitive proxy
statement, filed with the Securities and Exchange Commission on
July 23, 2019 (the “Proxy
Statement”).
Proposal No. 4 – Approval of the Adoption of the
Company’s 2019 Employee Stock Purchase Plan
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For
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Against
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Abstained
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Votes
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14,572,422
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1,315,128
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61,104
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% Voted
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91.37%
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8.25%
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0.38%
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The
vote required to approve Proposal No. 4 was the affirmative vote of
a majority of the votes cast on the proposal. Accordingly, the
Company’s stockholders approved the 2019 Employee Stock
Purchase Plan, as described in the Proxy Statement.
Proposal No. 5 – Advisory Vote to Approve Executive
Compensation (Say-on-Pay Proposal)
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For
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Against
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Abstained
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Votes
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13,883,367
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1,965,028
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100,259
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%
Voted
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87.05%
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12.32%
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0.63%
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The
vote required to approve this non-binding advisory Proposal No. 5
was the affirmative vote of a majority of the votes cast on the
proposal. Accordingly, the Company’s stockholders approved
the compensation paid to the Company’s named executive
officers, as disclosed in the Proxy Statement.
Proposal No. 6 – Ratification of Appointment of
Auditors
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For
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Against
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Abstained
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Votes
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30,257,040
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849,405
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836,235
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%
Voted
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94.72%
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2.66%
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2.62%
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The
vote required to approve Proposal No. 6 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 independent auditors for the fiscal year ending
March 31, 2020.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit No.
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Description
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Certificate
of Amendment to the Restated and Amended Articles of Incorporation,
as amended, of VistaGen Therapeutics, Inc., dated September 6,
2019.
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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: September 6,
2019
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By:
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/s/ Shawn K.
Singh
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Shawn K.
Singh
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Chief Executive
Officer
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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, as amended (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
Seventy Five Million (175,000,000), 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 5th day
of September, 2019.
By:
/s/
Jerrold D. Dotson
Name:
Jerrold D. Dotson
Title:
Chief Financial Officer