Amended Quarterly Report (10-q/a)
October 30 2018 - 4:38PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-Q/A
(Amendment No. 1)
(Mark
One)
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☑
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the quarterly period ended September 30, 2018
or
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the transition period from
to
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Commission File Number: 001-37761
VistaGen Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
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Nevada
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20-5093315
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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343 Allerton Avenue
South San Francisco, CA 94080
(Address of principal executive offices including zip
code)
(650) 577-3600
(Registrant’s telephone number, including area
code)
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past
90 days. Yes
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No
☐
Indicate by check mark whether the registrant has
submitted electronically every Interactive Data File required to be
submitted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to
submit such files). Yes
☒
No
☐
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange
Act.
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Large
accelerated filer
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[
]
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Accelerated
filer
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[
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Non-Accelerated
filer
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[
]
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Smaller
reporting company
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[X]
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Emerging
growth company
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[
]
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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.
[ ]
Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
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No
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As of October
26, 2018,
31,057,215
shares of the registrant’s common stock,
$0.001 par value, were issued and
outstanding.
EXPLANATORY NOTE
VistaGen Therapeutics, Inc.
(the
Company
) is filing this Amendment No. 1 to our Quarterly
Report on Form 10-Q for the fiscal quarter ended September 30,
2018, originally filed with the Securities and Exchange Commission
on October 29, 2018, to amend Exhibit 10.3, License Agreement
(PH10), by and between VistaGen Therapeutics, Inc. and Pherin
Pharmaceuticals, Inc., dated October 24, 2018
(the
Exhibit
). Item 6 of Part II of the original filing is
hereby amended to include a revised redacted version of the
Exhibit. All other items of our Quarterly Report on Form 10-Q for
the fiscal quarter ended September 30, 2018 are unaffected by the
change described above and have been omitted from this Amendment
No. 1.
Exhibit
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Number
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Description
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License
Agreement (PH94B), by and between VistaGen Therapeutics, Inc. and
Pherin Pharmaceuticals, Inc., dated September 11, 2018,
incorporated by reference from Exhibit 10.1 to the Company’s
Current Report on Form 8-K filed on September 13,
2018
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Option
Agreement, by and between VistaGen Therapeutics, Inc. and Pherin
Pharmaceuticals, Inc., dated September 11, 2018, incorporated by
reference from Exhibit 10.2 to the Company’s Current Report
on Form 8-K filed on September 13, 2018
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License
Agreement (PH10), by and between VistaGen Therapeutics, Inc. and
Pherin Pharmaceuticals, Inc., dated October 24, 2018, filed
herewith.
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F
orm of Fall
2018 Private Placement Subscription Agreement
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F
orm of Fall
2018 Private Placement Warrant
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Certification
of the Principal Executive Officer required by Rule 13a-14(a)
under the Securities Exchange Act of 1934, as amended, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
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Certification
of the Principal Financial Officer required by Rule 13a-14(a)
under the Securities Exchange Act of 1934, as amended, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
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Certification
of the Principal Executive and Financial Officers required by
Rule 13a-14(b) and Section 1350 of Chapter 63 of
Title 18 of the United States Code, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002
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101.INS**
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XBRL
Instance Document
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101.SCH**
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XBRL
Taxonomy Extension Schema
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101.CAL**
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XBRL
Taxonomy Extension Calculation Linkbase
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101.DEF**
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XBRL
Taxonomy Extension Definition Linkbase
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101.LAB**
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XBRL
Taxonomy Extension Label Linkbase
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101.PRE**
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XBRL
Taxonomy Extension Presentation Linkbase
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*
Confidential
treatment has been requested for certain confidential portions of
this exhibit pursuant to Rule 24b-2 under the Securities Exchange
Act of 1934. In accordance with Rule 24b-2, these confidential
portions have been omitted from this exhibit and filed separately
with the Securities and Exchange Commission.
+
Confidential
treatment has been granted for certain confidential portions of
this agreement.
**
Previously
filed as like numbered exhibits to the Company’s Quarterly
Report on Form 10-Q for the period ended September 30, 2018, filed
with the Securities and Exchange Commission on October 29,
2018.
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.
/s/
Shawn K. Singh
Shawn
K. Singh
Chief Executive Officer (Principal Executive Officer)
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/s/
Jerrold D. Dotson
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Jerrold
D. Dotson
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Chief Financial Officer (Principal Financial and Accounting
Officer)
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Dated:
October 30, 2018
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