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 5, 2021
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 and Exhibit 3.1 with respect to the filing of the
Charter Amendment (defined below).
Item 5.07 Submission of Matters to a Vote of
Security Holders.
On
March 5, 2021, VistaGen Therapeutics, Inc., a Nevada corporation
(the “Company”), held a virtual special
meeting of stockholders (the “Special Meeting”). The matters
voted upon at the Special Meeting and the results of the voting are
set forth below.
Proposal No. 1 – Approval of an Amendment to the
Company’s Restated Articles of Incorporation to Increase the
Company’s Authorized Share of Common Stock from 175.0 Million
to 325.0 million
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For
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Against
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Abstained
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Votes
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82,555,822
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8,624,844
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349,761
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% of Shares
Voted
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90.20%
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9.42%
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0.38%
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The
vote required to approve Proposal No. 1 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”) and Series D Convertible Preferred
Stock, voting together as a single class, entitled to vote
as of January 4, 2021, the record date for the Special 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,
as amended, from 175.0 million shares to 325.0 million shares (the
“Charter
Amendment”) was approved by the Company’s
stockholders.
As
approved by the Company’s stockholders at the Special
Meeting, the Charter Amendment was filed with the Nevada Secretary
of State on March 5, 2021. A copy of the Charter Amendment is
attached to this Current Report on Form 8-K as Exhibit
3.1.
Proposal No. 2 – Approval of a Proposal to Grant
Discretionary Authority to Adjourn the Special Meeting, if
Necessary, to Solicit Additional Proxies
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For
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Against
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Abstain
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Votes
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83,013,669
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8,056,166
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460,592
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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 in person, excluding abstentions,
via virtual attendance at the Special Meeting or by proxy, if
a quorum present. Proposal No. 2 was approved by the
Company’s stockholders.
For
more information about the foregoing proposals, please review the
Company’s definitive proxy statement, filed with the
Securities and Exchange Commission on January 14,
2021.
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 March 5,
2021.
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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:
March 5, 2021
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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
3.1
