Current Report Filing (8-k)
May 04 2021 - 4:36PM
Edgar (US Regulatory)
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): May 1, 2021
VistaGen Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
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:
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 5.02 Election of Directors.
On May
1, 2021, Ann M. Cunningham, MBA, who currently serves on the Board
of Directors (the “Board”) of VistaGen Therapeutics,
Inc. (the “Company”), was appointed to serve
as the Company’s Chief Commercial Officer. In addition to her
position as the Company’s Chief Commercial Officer, Ms.
Cunningham will continue to serve as a member of the Board, but
will be replaced on the Board’s Corporate Governance and
Nominating Committee by the Company’s recently appointed
independent director, Joanne Curley, Ph.D. A copy of the press
release announcing Ms. Cunningham’s appointment is attached
to this Current Report on Form 8-K as Exhibit 99.1.
Ms.
Cunningham, age 53, has served as a member of the Company’s
Board since January 10, 2019. Prior to joining the Company, Ms.
Cunningham was Founder and Managing Partner of i3 Strategy
Partners, a consulting firm founded in 2018 that specializes in
assisting companies in the pharmaceutical space. Prior to founding
i3 Strategy Partners, Ms. Cunningham served as Vice President,
Neurodegenerative Diseases and Psychiatry for Teva Pharmaceuticals
Industries, Ltd. from 2015 to 2018, as Senior Marketing Director
for Otsuka Pharmaceutical Companies from 2013 to 2015 and in
several marketing-focused positions for Eli Lily and Company from
1999 to 2013, including serving as Global Marketing Senior Director
from 2009 to 2013. Ms. Cunningham holds a B.A. degree in Psychology
from Yale University and an MBA, with a focus on marketing
management, from the University of Michigan.
There
are no arrangements or understandings between Ms. Cunningham and
any other person pursuant to which she was appointed as the
Company’s Chief Commercial Officer, and, except as discussed
herein, Ms. Cunningham is not a participant in any related party
transaction required to be reported pursuant to Item 404(a)
of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
See
Exhibit Index.
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:
May 4, 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
Exhibit No.
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Description
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Press
Release issued by VistaGen Therapeutics, Inc., dated May 4,
2021
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