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): August 13, 2019
VistaGen Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
| NEVADA | 001-37761 | 20-5093315 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
343 Allerton Ave. South San Francisco, California 94090 |
(Address of principal executive offices) |
(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 | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | VTGN | Nasdaq Capital Market |
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) ☐
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 2.02 Results of Operations and Financial Condition.
On August 13, 2019, VistaGen Therapeutics, Inc. (the “Company”) issued a press release to announce the Company’s financial results for its fiscal year 2020 first quarter ended June 30, 2019. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
Item 7.01 Regulation FD Disclosure.
See Item 8.01.
Item 8.01 Other Items.
On August 15, 2019, the Company announced that it has achieved completion of target patient enrollment of 180 patients in the Company’s Phase 2 ELEVATE clinical trial. ELEVATE is a multi-center, double-blind, placebo-controlled clinical study to evaluate the efficacy and safety of AV-101, the Company’s novel, oral NMDA (N-methyl-D-aspartate) receptor glycine site antagonist, as an adjunctive treatment (together with an FDA-approved oral antidepressant) for major depressive disorder in adult patients with an inadequate therapeutic response to their current antidepressants. The Company expects to report topline results from the ELEVATE study before the year end 2019. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.2.
On August 15, 2019, the Company began utilizing a new corporate presentation. A copy of the updated corporate presentation is attached to this Current Report on Form 8-K as Exhibit 99.3.
The information in this Current Report on Form 8-K, including the information set forth in Exhibits 99.1 and 99.3, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall Exhibits 99.1 and 99.3 filed herewith be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Index
| Exhibit No. | | Description |
| | | |
| | Press Release issued by VistaGen Therapeutics, Inc., dated August 13, 2019. |
| | Press Release issued by VistaGen Therapeutics, Inc., dated August 15, 2019. |
| | VistaGen Therapeutics, Inc. Corporate Presentation, dated August 2019. |
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.
| | VistaGen Therapeutics, Inc. |
| | | |
| Date: August 16, 2019 | By: | /s/ Shawn K. Singh
|
| | | Shawn K. Singh Chief Executive Officer |
EXHIBIT INDEX
| Exhibit No. | | Description |
| | | |
| | Press Release issued by VistaGen Therapeutics, Inc., dated August 13, 2019. |
| | Press Release issued by VistaGen Therapeutics, Inc., dated August 15, 2019. |
| | VistaGen Therapeutics, Inc. Corporate Presentation, dated August 2019. |
