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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): January 29, 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 (see General Instruction A.2.
below):
☐
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))
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 7.01
Regulation FD Disclosure
Issuance of Letter to Stockholders
On January 29, 2018, Shawn Singh, Chief Executive
Officer and Director of VistaGen Therapeutics, Inc. (the
“Company”), sent a letter to the Company’s
stockholders highlighting the Company’s recent milestones and
discussing the impending launch of the Company’s Phase 2
clinical study of its lead product candidate, AV-101, for the
adjunctive treatment of Major Depressive Disorder. A copy of the
press release announcing Mr. Singh’s issuance of the letter
is attached hereto as Exhibit 99.1, and a copy of Mr. Singh’s
letter is attached hereto as Exhibit 99.2.
Use of New Corporate Presentation
On January 29, 2018, the
Company utilized
a new corporate presentation (the “Corporate
Presentation”) for
business purposes. A copy of the Corporate Presentation is attached
hereto as Exhibit 99.3.
The information in this Current Report
on Form 8-K, including the information set forth in
Exhibits 99.1, 99.2 and 99.3 are 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 any
exhibit 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
Financial
Statements and 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:
January 30, 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 No.
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Description
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Press
Release issued by VistaGen Therapeutics, Inc., dated January 29,
2018
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Letter to Shareholders, dated January 29, 2018
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Corporate
Presentation, dated January 29, 2018
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