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): June 16, 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 8.01 Other Events.
On June 16, 2021,
VistaGen
Therapeutics, Inc. (the
“Company”) issued a press
release announcing that the Company expects to be added to the
Russell 2000® Index at
the conclusion of the 2021 Russell Indexes annual reconstitution,
effective after the U.S. market opens on Monday, June 28, 2021.
A copy of the press release is attached to this Current
Report on Form 8-K as Exhibit 99.1.
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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Press Release
issued
by VistaGen Therapeutics, Inc. dated June 16,
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:
June 16, 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 INDEX
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Exhibit
No.
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Description
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Press Release
issued
by VistaGen Therapeutics, Inc. dated June 16,
2021.
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Exhibit 99.1
VistaGen Therapeutics Set to Join the Russell 2000®
Index
SOUTH SAN FRANCISCO, CALIF. – June 16, 2021 – VistaGen Therapeutics, Inc.
(NASDAQ: VTGN), a
biopharmaceutical company committed to developing and
commercializing a new generation of medicines with the potential to
go beyond the current standard of care for anxiety, depression and
other central nervous system (CNS) disorders, today announced the
Company will be added to the Russell 2000® Index at the
conclusion of the 2021 Russell Indexes annual reconstitution,
effective after the U.S. market opens on Monday, June 28, 2021,
according to a preliminary list of additions posted on June 4,
2021.
"Inclusion
in the Russell 2000® Index, which is one of the most cited
performance benchmarks for small-cap companies, is another
important milestone for VistaGen and an achievement we expect will
increase overall awareness and exposure of our company within the
investment community,” stated Shawn K. Singh, Chief Executive
Officer of VistaGen. “Our late-stage anxiety and depression
programs have exciting potential to change lives. We look forward
to introducing our company to a wider investor audience as we
continue to execute on noteworthy milestones during the second half
of the year and beyond.”
Russell U.S. Indexes are widely used by investment managers and
institutional investors as the basis for index funds and as
benchmarks for active investment strategies.
Approximately $10.6 trillion in assets are benchmarked
against Russell U.S. Indexes. Russell U.S. Indexes are part of FTSE
Russell, a leading global index provider.
The
annual Russell reconstitution captures the 4,000 largest U.S.
stocks as of May 7, 2021, ranking them by total market
capitalization. Membership in the U.S. all-cap Russell 3000®
Index, which remains in place for one year, means automatic
inclusion in the large-cap Russell 1000® Index or small-cap
Russell 2000® Index, as well as the appropriate growth- and
value-style indexes. FTSE Russell determines membership for its
Russell Indexes primarily by objective, market-capitalization
rankings, and style attributes.
For
more information on the Russell Indexes, please visit the
“Russell Reconstitution” section on the FTSE Russell
website at www.ftserussell.com.
About VistaGen
VistaGen Therapeutics is a biopharmaceutical company committed to
developing and commercializing innovative medicines with the
potential to go beyond the current standard of care for anxiety,
depression, and other CNS disorders. Each of VistaGen's drug
candidates has a differentiated potential mechanism of action, has
been well-tolerated in all clinical studies to date and has
therapeutic potential in multiple CNS markets. For more
information, please visit www.VistaGen.com and connect with VistaGen
on Twitter, LinkedIn and Facebook.
About FTSE Russell
FTSE
Russell is a global index leader that provides innovative
benchmarking, analytics and data solutions for investors worldwide.
FTSE Russell calculates thousands of indexes that measure and
benchmark markets and asset classes in more than 70 countries,
covering 98% of the investable market globally.
FTSE
Russell index expertise and products are used extensively by
institutional and retail investors globally. Approximately $17.9
trillion is currently benchmarked to FTSE Russell Indexes. For over
30 years, leading asset owners, asset managers, ETF providers and
investment banks have chosen FTSE Russell Indexes to benchmark
their investment performance and create ETFs, structured products
and index-based derivatives.
A core
set of universal principles guides FTSE Russell Index design and
management: a transparent rules-based methodology is informed by
independent committees of leading market participants. FTSE Russell
is focused on applying the highest industry standards in index
design and governance and embraces the IOSCO Principles. FTSE
Russell is also focused on index innovation and customer
partnerships as it seeks to enhance the breadth, depth and reach of
its offering.
FTSE
Russell is wholly owned by London Stock Exchange
Group.
Forward Looking Statements
This
press release contains certain forward-looking statements within
the meaning of the federal securities laws. These forward-looking
statements involve known and unknown risks that are difficult to
predict and include all matters that are not historical facts. In
some cases, you can identify forward-looking statements by the use
of words such as “may,” “could,”
“expect,” “project,” “outlook,”
“strategy,” “intend,” “plan,”
“seek,” “anticipate,”
“believe,” “estimate,”
“predict,” “potential,”
“strive,” “goal,” “continue,”
“likely,” “will,” “would” and
variations of these terms and similar expressions, or the negative
of these terms or similar expressions. Such forward-looking
statements are necessarily based upon estimates and assumptions
that, while considered reasonable by us and our management, are
inherently uncertain. Our actual results or developments may differ
materially from those projected or implied in these forward-looking
statements. Factors that may cause such a difference include,
without limitation, risks and uncertainties relating to the trading
of our securities as it relates to the FTSE Russell Indexes annual
reconstitution and the inclusion of the Company on the Russell 2000
Index following such reconstitution, which statements reflects the
intent, belief, or current expectations of members of our
management team. These risks and others are more fully discussed in
the section entitled "Risk Factors" in our most recent Annual
Report on Form 10-K for the year ended March 31, 2020, and in our
most recent Quarterly Report on Form 10-Q for the quarter ended
December 31, 2020, as well as discussions of potential risks,
uncertainties, and other important factors in our other filings
with the U.S. Securities and Exchange Commission (SEC). Our SEC
filings are available on the SEC’s website at www.sec.gov.
You should not place undue reliance on these forward-looking
statements, which apply only as of the date of this press release
and should not be relied upon as representing our views as of any
subsequent date. We explicitly disclaim any obligation to update
any forward-looking statements, other than as may be required by
law. If we do update one or more forward-looking statements, no
inference should be made that we will make additional updates with
respect to those or other forward-looking statements.
###
VistaGen Company Contact
Mark
McPartland / Mark Flather
VistaGen
Therapeutics
Phone:
(650) 577-3606
Email:
IR@vistagen.com