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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): September 14, 2018
VistaGen Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
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NEVADA
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001-37761
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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 5.07 Submission of Matters to a Vote of Security
Holders.
On
September 14, 2018, VistaGen Therapeutics, Inc.
(the “Company”) held its 2018 Annual
Meeting of Stockholders (the “Annual Meeting”). The matters
voted upon at the Annual Meeting and the results of the voting are
set forth below.
Proposal No. 1- Election of Directors
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Director
Nominees
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For
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Withheld
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Jon S.
Saxe
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4,915,906
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97,194
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Shawn K.
Singh
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4,899,517
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113,583
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H. Ralph
Snodgrass
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4,885,209
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127,891
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Brian J.
Underdown
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4,876,074
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137,026
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Jerry B.
Gin
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4,852,173
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160,927
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The
Company’s Directors are elected by the affirmative vote of a
plurality of the votes cast. Accordingly, the Company's
stockholders elected each of the nominees named above to serve on
the Company's Board of Directors until the 2019 Annual Meeting of
Stockholders, or until their successors are elected and
qualified.
Proposal No. 2- Ratification of Appointment of
Auditors
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For
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Against
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Abstain
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15,901,502
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902,448
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208,892
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The
vote required to approve this proposal was the affirmative vote of
a majority of the votes cast on the proposal. Accordingly,
stockholders ratified the appointment of OUM & Co, LLP as the
Company’s registered independent public accounting firm for
the fiscal year ending March 31, 2019.
For
more information about the foregoing proposals, please review the
Company’s definitive proxy statement, filed with the
Securities and Exchange Commission on July 27, 2018.
Item 7.01 Regulation FD
Disclosure.
On September 14, 2018, the Company utilized a new
corporate presentation at the Annual Meeting (the
“Corporate
Presentation”). A copy of
the Corporate Presentation is attached hereto as
Exhibit 99.1.
The information in this Item 7.01 of this Current
Report on Form 8-K, including the information set
forth in Exhibit 99.1, 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 Exhibit
99.1 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.
In
addition, this Current Report on Form 8-K and the exhibit(s)
attached hereto may contain, among other things, certain
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, including, without
limitation, (i) statements with respect to the Company's plans,
objectives, expectations and intentions; and (ii) other statements
identified by words such as "may", "could", "would", "should",
"believes", "expects", "anticipates", "estimates", "intends",
"plans" or similar expressions. These statements are based upon the
current beliefs and expectations of the Company's management and
are subject to significant risks and uncertainties.
Item 9.01 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:
September 18, 2018
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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
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Exhibit Number
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Description
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Corporate
Presentation, dated September 2018
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