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): March 30, 2020
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 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On March 30, 2020, VistaGen Therapeutics, Inc. (the
“Company”)
received a letter (the “Letter”) from the Listing
Qualifications Staff of The Nasdaq Stock Market, LLC
(“Nasdaq”)
notifying the Company that the listing of its shares of common
stock, par value $0.001 per share (“Common Stock”), was not in
compliance with Nasdaq Listing Rule 5550(b)(2) (the
“MVLS Rule”)
for continued listing on the Nasdaq Capital Market, as the market
value of the Company's listed securities was less than $35 million
for the previous 30 consecutive business days. Under Nasdaq Listing
Rule 5810(c)(3)(C), the Company has a period of 180 calendar days,
or until September 28, 2020, to regain compliance with the MVLS
Rule. To regain compliance, during this 180-day compliance period,
the market value of the Company's listed securities must
be $35 million or more for a minimum of 10 consecutive business
days.
The
Letter has no immediate effect on the continued listing status
of the Company's Common Stock on the Nasdaq Capital Market,
and, therefore, the Company's listing remains fully
effective.
There
can be no assurance that the Company will regain compliance with
the MVLS Rule during the 180-day period in which to regain
compliance or maintain compliance with the other Nasdaq listing
requirements. Regardless of any outcome in connection with the MVLS
Rule, as disclosed in the Company’s Current Report on Form
8-K, filed on January 31, 2020, if the Company fails to regain
compliance with the minimum bid price requirement set forth in
Nasdaq Listing Rule 5550(a)(2) for at least ten consecutive
business days prior to July 29, 2020, its Common Stock will
continue to be subject to delisting by Nasdaq, provided, however,
that, if such requirement is not met by July 29, 2020, Nasdaq may
grant the Company a second 180 calendar day period to regain
compliance if, by such date, the Company (i) is in compliance with
the MVLS Rule and all other initial listing standards for the
Nasdaq Capital Market, other than the minimum closing bid price
requirement and (ii) notifies Nasdaq of its intent to cure the
deficiency.
Item 8.01 Other Items.
On
April 3, 2020, the Company began utilizing a new corporate
presentation. A copy of the updated corporate presentation is
attached to this Current Report on Form 8-K as Exhibit
99.1.
The information in this Current Report
on Form 8-K, including the information set forth in
Exhibit 99.1, is being furnished and shall not be deemed
“filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the
“Exchange
Act”), nor shall Exhibit
99.1 filed herewith be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Index
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Exhibit No.
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Description
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VistaGen
Therapeutics, Inc. Corporate Presentation, dated April
2020.
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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:
April 3, 2020
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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
99.1
