Annual Meeting to resume October 28, 2022 to vote on Proposal
No. 5 to provide Vistagen’s Board of Directors the option to
implement a future reverse stock split of the Company’s issued and
outstanding common stock, if necessary to maintain the Company’s
listing on the Nasdaq Capital Market, and Proposal No. 6 to allow
for an amendment to the Company’s Bylaws
Vistagen Therapeutics, Inc. (Nasdaq: VTGN) (the Company), a late
clinical-stage biopharmaceutical company aiming to transform the
treatment landscape for individuals living with anxiety, depression
and other central nervous system (CNS) disorders, today announced
results of voting and the partial adjournment of the Company’s 2022
Annual Meeting of Stockholders (the Annual Meeting) to Friday,
October 28, 2022. Four of the six proposals described in the
Company's definitive proxy statement for the Annual Meeting that
was filed with the Securities and Exchange Commission (SEC) on
August 31, 2022 (the Proxy Statement) were submitted for a vote and
stockholders (i) elected each of the director nominees presented in
Proposal No. 1, (ii) approved, on an advisory basis, of the
compensation paid to the Company’s named executive officers
(Say-on-Pay) in Proposal No. 2, (iii) advised that the Company hold
a Say-on-Pay vote every year in Proposal No. 3 and (iv) ratified
the appointment of WithumSmith+Brown, PC as the Company’s
independent registered public accounting firm for the year ending
March 31, 2023 in Proposal No. 4. The Annual Meeting was then
adjourned to provide the Company with additional time to solicit
and collect proxies in favor of Proposal Nos. 5 and 6. Proposal
Nos. 5 and 6 have not yet received sufficient votes for approval,
therefore, the Annual Meeting will be reconvened at 1:00 p.m.
Pacific Time on Friday, October 28, 2022 solely with respect to
Proposal Nos. 5 and 6.
As described in the Definitive Proxy Statement:
- A vote "FOR" Proposal No. 5 grants discretionary authority to,
but does not require, Vistagen's Board of Directors (the Board) to
implement a reverse stock split of the Company's issued and
outstanding shares of common stock (the Reverse Split) in the
future as the Board may deem necessary and advisable prior to the
one-year anniversary of the Annual Meeting to, among other things,
maintain the Company's listing on the NASDAQ Capital Market
(Nasdaq). As further described in the Proxy Statement, if Proposal
No. 5 is approved, the Board does not intend to immediately
implement the Reverse Split. Instead, the Board plans to carefully
consider several factors before using, or not using at all, the
authority provided by Proposal No. 5.
- As noted in the press release issued by the Company on October
6, 2022, the two leading independent proxy advisory firms,
Institutional Shareholder Services Inc. (ISS) and Glass Lewis &
Co. (Glass Lewis), have recommended that Vistagen stockholders
entitled to vote at the Annual Meeting vote "FOR" Proposal No. 5.
ISS and Glass Lewis are independent proxy advisory firms and do not
have any business or other relationship with Vistagen. Vistagen did
not engage or compensate either firm for their analysis or
recommendations.
- A vote "FOR" Proposal No. 6 will approve an amendment of the
Company's Second Amended and Restated Bylaws (the Bylaw Amendment)
to allow the Board in its sole discretion, to determine, from time
to time, the number of directors constituting the Board of
Directors.
- The Board believes that the flexibility provided by the
proposed Bylaw Amendment will better enable it to quickly and
efficiently accommodate the Company’s needs of the Board in the
future, particularly as it relates to diversity of background,
represented communities and skillsets of the directors.
Approval of Proposal Nos. 5 and 6 require that a majority of the
outstanding shares of Vistagen’s common stock as of August 16, 2022
vote "FOR" each Proposal. As of the adjournment of the Annual
Meeting, approximately 45.5% of the shares eligible to vote have
voted "FOR" Proposal No. 5 and approximately 15.3% of the shares
eligible to vote have voted against Proposal No. 5; approximately
28.9% of the shares eligible to vote have voted "FOR" Proposal No.
6 and approximately 11.6% of the shares eligible to vote have voted
against Proposal No. 6.
Stockholders are encouraged to review additional information
about Proposal Nos. 5 and 6 that is available in the Company's
definitive proxy statement filed with the SEC on August 31,
2022.
The Company will reconvene the 2022 Annual Meeting of
Stockholders on Friday, October 28, 2022 at 1:00 p.m. Pacific Time.
Vistagen stockholders as of August 16, 2022, the record date for
the Annual Meeting, may access all materials related to the Annual
Meeting, including the Company's definitive proxy statement, by
visiting: http://www.envisionreports.com/VTGN.
The deadline for stockholders to vote (or change their vote) is
8:59 p.m. Pacific Time on Thursday, October 27, 2022.
The Company and its Board encourage all stockholders of record
on the record date who have not yet voted to vote “FOR” Proposal
Nos. 5 and 6 prior to 8:59 p.m. Pacific Time on October 27, 2022.
Stockholders may vote on Proposal Nos. 5 and 6 online at
http://www.envisionreports.com/VTGN or by contacting the
Company's proxy solicitation agent, Saratoga Proxy Consulting, at
(212) 257-1311 or (888) 368-0379 or by email at
info@saratogaproxy.com.
Stockholders who have already voted do not need to vote again.
Proxies already given will be voted in the manner specified in
respect of Proposal Nos. 5 and 6 at the reconvened Annual Meeting
unless properly revoked in accordance with the procedures described
in the Proxy Statement.
Stockholders Questions and Voting Assistance
The Company has engaged Saratoga Proxy Consulting to act as its
proxy solicitation agent in connection with the proxy voting for
the Annual Meeting. Vistagen stockholders that have any questions
or need assistance in voting their shares should contact the
Company's proxy solicitation agent, Saratoga Proxy Consulting, at
(212) 257-1311 or (888) 368-0379 or by email at
info@saratogaproxy.com.
Investors are strongly encouraged to read the proxy materials
that were filed with the SEC.
About Vistagen
Vistagen (Nasdaq: VTGN) is a late clinical-stage
biopharmaceutical company aiming to transform the treatment
landscape for individuals living with anxiety, depression and other
CNS disorders. The Company is advancing therapeutics with the
potential to be faster-acting, and with fewer side effects and
safety concerns, than those that are currently available. PH94B and
PH10 belong to a new class of drugs known as pherines, which are
investigational neuroactive steroid nasal sprays designed with a
novel rapid-onset mechanism of action that activates chemosensory
neurons in the nasal passages and can impact the olfactory-amygdala
neural circuits without systemic uptake or direct activity on CNS
neurons in the brain. Vistagen is passionate about transforming
mental health care and redefining what is possible in the treatment
of anxiety and depression. Connect at www.Vistagen.com.
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 Vistagen and its management,
are inherently uncertain. These risks are fully discussed in the
section entitled "Risk Factors" in the Company’s most recent Annual
Report on Form 10-K for the fiscal year ended March 31, 2022 and in
the Company’s most recent Quarterly Report on Form 10-Q for the
quarter ended June 30, 2022, 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). The
Company’s 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 the
Company’s views as of any subsequent date. The Company explicitly
disclaims any obligation to update any forward-looking statements,
other than as may be required by law. If the Company does update
one or more forward-looking statements, no inference should be made
that the Company will make additional updates with respect to those
or other forward-looking statements.
Additional Information and Where to Find It
In connection with the Annual Meeting described above, the
Company filed a definitive proxy statement (Proxy Statement) with
the SEC on August 31, 2022. This press release does not contain all
the information that should be considered concerning the matters to
be considered at the Annual Meeting, including the reverse stock
split authorization presented in Proposal No. 5, and is not
intended to form the basis of any investment decision or any other
decision in respect of such matters. The Company’s stockholders and
other interested persons are advised to read the Proxy Statement
and other documents filed in connection with the Annual Meeting, as
these materials contain important information about the Company and
the proposals to be considered at the Annual Meeting. The Company’s
stockholders may also obtain copies of the Proxy Statement and
other documents filed with the Commission, without charge, at the
Commission’s website at www.sec.gov, or by directing a request to
the Company’s corporate secretary c/o Vistagen Therapeutics, Inc.,
343 Allerton Avenue, South San Francisco, CA 94080.
Participants in Solicitation
The Company and its directors and executive officers may be
deemed participants in the solicitation of proxies from the
Company’s stockholders with respect to the proposals to be
considered at the Annual Meeting. A list of the names of those
directors and executive officers and a description of their
interests in the Company is contained in the Company’s definitive
Proxy Statement for the Annual Meeting, which was filed with the
SEC and is available free of charge at the SEC’s web site at
www.sec.gov, as well as any proxy supplement or amendments thereto.
To the extent such holdings of the Company’s securities may have
changed since that time, such changes have been or will be
reflected on Statements of Change in Ownership on Form 4 filed with
the SEC, to the extent required by applicable laws.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20221019005973/en/
Investors: Mark Flather Vice President, Investor
Relations (650) 577-3617 mflather@vistagen.com
Media: Nate Hitchings SKDK nhitchings@skdknick.com
If you have any questions or need assistance voting your
shares, please call: Saratoga Proxy Consulting LLC (212)
257-1311 (888) 368-0379 info@saratogaproxy.com
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