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): October 13, 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 October 13, 2020, VistaGen Therapeutics, Inc.
(the “Company”) received a letter (the
“Extension Notice”) from the Listing Qualifications Staff of
The Nasdaq Stock Market, LLC (“Nasdaq”) notifying the Company that Nasdaq has
granted the Company a 180-day extension, until April 12, 2021 (the
“Extension
Period”), to regain
compliance with the requirement for the Company’s common
stock (“Common
Stock”) to maintain a
minimum bid price of $1.00 per share for continued
listing on the Nasdaq Capital Market, as set forth in Nasdaq
Listing Rule 5550(a)(2) (the “Minimum Bid Price
Requirement”).
The
Extension Notice has no immediate effect on the continued
listing status of the Company's Common Stock on the Nasdaq
Capital Market.
The
Company's listing remains fully effective.
As previously disclosed in the Company’s
Current Report on Form 8-K, filed on January 31, 2020, the Company
received notice from Nasdaq that the Company was not in compliance
with the Minimum Bid Price Requirement for a period of 30
consecutive business days (the “Initial
Notice”). As provided in
the Initial Notice, the Company had a 180-day period, until July
29, 2020, to regain compliance with the Minimum Bid Price
Requirement, which period was extended by Nasdaq until October 12,
2020 as a result of the impact on the global market caused by the
COVID-19 pandemic. The Company did not regain compliance with the
Minimum Bid Price Requirement before October 12, 2020, and instead
advised Nasdaq of its intent to cure the deficiency within the
Extension Period.
The Company will continue to monitor the
closing bid price of its Common Stock and seek to regain
compliance with the Minimum Bid Price Requirement within the
Extension Period. If the Company does not regain compliance
with the Minimum Bid Price Requirement within the Extension Period,
Nasdaq will provide written notification to the Company that its
Common Stock will be subject to delisting, at which time the
Company may appeal Nasdaq’s delisting determination to a
Nasdaq Hearing Panel (the “Panel”). There can be no assurance that, if the
Company does need to appeal a Nasdaq delisting determination to the
Panel, that such appeal would be successful.
Item 7.01 Regulation FD Disclosure.
On
October 13, 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 Item 7.01 of 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.
See
Exhibit Index.
Disclaimer.
This
Current Report on Form 8-K may contain, among other things, certain
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, including, without
limitation, (i) statements with respect to the Company's plans,
objectives, expectations and intentions; and (ii) other statements
identified by words such as "may", "could", "would", should",
"believes", "expects", "anticipates", "estimates", "intends",
"plans" or similar expressions. These statements are based upon the
current beliefs and expectations of the Company's management and
are subject to significant risks and uncertainties.
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:
October 13, 2020
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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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VistaGen
Therapeutics, Inc. Corporate Presentation, dated October
2020.
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Exhibit
99.1
