Current Report Filing (8-k)
June 21 2019 - 5:01PM
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):
June 17, 2019
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))
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On June
17, 2019, VistaGen Therapeutics, Inc. (the “
Company
”) received a letter from
the Listing Qualifications Staff of The Nasdaq Stock Market, LLC
(“
Nasdaq
”)
indicating that, based upon the closing bid price of the
Company’s common stock, par value $0.001 per share
(“
Common
Stock
”), for the last 30 consecutive business days,
the Company is not currently in compliance with the requirement to
maintain a minimum bid price of $1.00 per share for
continued listing on the Nasdaq Capital Market, as set forth in
Nasdaq Listing Rule 5550(a)(2) (the “
Notice
”).
The
Notice
has no immediate effect on the
continued listing status of the Company's Common Stock
on
the Nasdaq Capital Market, and, therefore, the Company's listing
remains fully effective.
The Company will continue to monitor the
closing bid price of its Common Stock and seek to regain
compliance with all applicable Nasdaq requirements within the
allotted compliance periods.
To regain compliance, the
closing bid price of the Company's Common Stock must be
at least $1.00 per share for 10 consecutive business days at some
point during the period of 180 calendar days from the date of the
Notice, or until December 16, 2019.
If
the Company does not regain compliance with the minimum bid
price requirement by December 16, 2019, Nasdaq may grant the
Company a second period of 180 calendar days to regain compliance.
To qualify for this additional compliance period, the Company would
be required to meet the continued listing requirement for market
value of publicly held shares and all other initial listing
standards for the Nasdaq Capital Market, other than the
minimum bid price requirement. In addition, the Company
would also be required to notify Nasdaq of its intent to cure the
minimum bid price deficiency. If the Company does not
regain compliance within the allotted compliance periods, including
any extensions that may be granted by Nasdaq, Nasdaq will provide
notice that the Company's Common Stock will be subject to
delisting. The Company would then be entitled to appeal that
determination to a Nasdaq hearings panel.
There can be no
assurance that the Company will regain compliance with the
minimum bid price requirement during the 180-day compliance
period, secure a second period of 180 days to regain compliance or
maintain compliance with the other Nasdaq listing
requirements.
Item 8.01 Other Events.
On June
20, 2019, the Company announced positive results of recent
preclinical studies of the effects of AV-101, the Company’s
oral NMDA receptor glycine site antagonist, in a ”gold
standard” MPTP primate model for reproducing dyskinesia
(sudden uncontrolled movements) complications of standard
Parkinson’s disease therapy with levodopa. In the new
study, AV-101 significantly reduced levodopa-induced dyskinesia
(“
LID
”) and did
not cause adverse effects associated with amantadine therapy for
LID. 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.
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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|
|
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Date:
June 21, 2019
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By:
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/s/ Shawn K. Singh
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|
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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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|
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Press
Release, dated June 20, 2019
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