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 | 000-54014 | 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)
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.
| VistaGen Therapeutics, Inc. | ||
| Date: May 4, 2021 | By: | /s/ Shawn K. Singh |
Shawn K. Singh Chief Executive Officer | ||
EXHIBIT INDEX
| Exhibit No. | Description | |
| Press Release issued by VistaGen Therapeutics, Inc., dated May 4, 2021 |