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 5, 2019
 
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 5.03    Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
See Item 5.07 below.
 
Item 5.07    Submission of Matters to a Vote of Security Holders.
 
On September 5, 2019, VistaGen Therapeutics, Inc. (the “Company”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”). All proposals were approved by the Company’s stockholders. The matters voted upon at the Annual Meeting and the detailed results of the stockholder voting approving all such matters are set forth below.
 
Proposal No. 1 – Election of Directors
 
 
 
For  
 
 
Against  
 
 
 
Votes
 
 
% Voted   
 
 
Votes
 
 
% Voted  
 
Shawn K. Singh
  14,657,935 
  91.91%
  1,290,719 
  8.09%
H. Ralph Snodgrass
  14,711,550 
  92.24%
  1,237,104 
  7.76%
Jon S. Saxe
  13,312,707 
  83.47%
  2,635,947 
  16.53%
Brian J. Underdown
  13,306,184 
  83.43%
  2,642,470 
  16.57%
Jerry B. Gin
  13,318,049 
  83.51%
  2,630,605 
  16.49%
Ann M. Cunningham
  14,727,093 
  92.34%
  1,221,561 
  7.66%
 
Each of the members of the Company’s Board of Directors is elected by a plurality of the votes cast. Accordingly, each of the directors named above was re-elected to serve on the Company’s Board of Directors until the Company’s 2020 Annual Meeting of Stockholders, or until his or her successor is qualified and elected.
 
Proposal No. 2 – Approval of an Amendment to the Company’s Restated Articles of Incorporation
 
 
 
For  
 
 
Against  
 
 
Abstained 
 
Votes
  26,509,066 
  4,963,523 
  470,091 
% Voted
  82.99%
  15.54%
  1.47%
 
The vote required to approve Proposal No. 2 was the affirmative vote of a majority of the outstanding shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), entitled to vote as of July 12, 2019, the record date for the Annual Meeting (the “Record Date”). Accordingly, the amendment to increase the number of authorized shares of Common Stock under the Company’s Restated Articles of Incorporation from 100.0 million to 175.0 million (the “Charter Amendment”) was approved.
 
As approved at the Annual Meeting, the Charter Amendment will be filed with the Nevada Secretary of State on or about September 6, 2019. A copy of the Charter Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1.
 
Proposal No. 3 – Approval of the Adoption of the Company’s 2019 Omnibus Equity Incentive Plan
 
 
 
For  
 
 
Against  
 
 
Abstained
 
Votes
  12,884,874 
  2,992,767 
  71,013 
% Voted
  80.79%
  18.77%
  0.44%
 
The vote required to approve Proposal No. 3 was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, the Company’s stockholders approved the 2019 Omnibus Equity Incentive Plan and ratification of all issuances thereunder to date, as described in the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on July 23, 2019 (the “Proxy Statement”).
 
Proposal No. 4 – Approval of the Adoption of the Company’s 2019 Employee Stock Purchase Plan
 
         
 
 For  
 
 
   Against  
 
 
    Abstained 
 
Votes
  14,572,422 
  1,315,128 
  61,104 
% Voted
  91.37%
  8.25%
  0.38%
    
The vote required to approve Proposal No. 4 was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, the Company’s stockholders approved the 2019 Employee Stock Purchase Plan, as described in the Proxy Statement.
 
 
 
 
 
Proposal No. 5 – Advisory Vote to Approve Executive Compensation (Say-on-Pay Proposal)
 
 
 
 For  
 
 
   Against  
 
 
    Abstained 
 
Votes
  13,883,367 
  1,965,028 
  100,259 
% Voted
  87.05%
  12.32%
 0.63%
    
The vote required to approve this non-binding advisory Proposal No. 5 was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, the Company’s stockholders approved the compensation paid to the Company’s named executive officers, as disclosed in the Proxy Statement.
 
Proposal No. 6 – Ratification of Appointment of Auditors
 
 
 
For  
 
 
Against  
 
 
Abstained 
 
Votes
  30,257,040 
  849,405 
  836,235 
% Voted
  94.72%
  2.66%
  2.62%
 
The vote required to approve Proposal No. 6 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 independent auditors for the fiscal year ending March 31, 2020.
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits.

Exhibit No.
 
Description
3.1
 
Certificate of Amendment to the Restated and Amended Articles of Incorporation, as amended, of VistaGen Therapeutics, Inc., dated September 6, 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: September 6, 2019
By:  
/s/  Shawn K. Singh
 
 
 
Shawn K. Singh
 
 
 
Chief Executive Officer
 
 
 
 

 

 
 
Exhibit 3.1
 
CERTIFICATE OF AMENDMENT
TO THE
RESTATED AND AMENDED
ARTICLES OF INCORPORATION
OF
VISTAGEN THERAPEUTICS, INC.
 
 
         VistaGen Therapeutics, Inc., a Nevada corporation (the "Corporation"), does hereby certify that:
 
         FIRST: This Certificate of Amendment amends the provisions of the Corporation's Restated and Amended Articles of Incorporation, as amended (the "Articles of Incorporation").
 
         SECOND: The terms and provisions of this Certificate of Amendment have been duly adopted in accordance with Section 78.380 of the Nevada Revised Statutes and shall become effective immediately upon filing this Certificate of Amendment.
 
         THIRD: The first paragraph of Article V of the Articles of Incorporation is hereby amended in its entirety and replaced with the following:
 
“This corporation is authorized to issue two classes of capital stock, to be designated “Common Stock” and “Preferred Stock.”  The total number of shares of Common Stock which this corporation is authorized to issue is One Hundred Seventy Five Million (175,000,000), each having a par value of $0.001. The total number of shares of Preferred Stock which this corporation is authorized to issue is Ten Million (10,000,000), each having a par value of $0.001.  The holders of the Common Stock shall have one (1) vote per share on each matter submitted to a vote of stockholders.  The capital stock of this corporation, after the amount of the subscription price has been paid in, shall never be assessable, or assessed to pay debts of this corporation.”
 
         IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its officers thereunto duly authorized this 5th day of September, 2019.
 
                                    By:  /s/ Jerrold D. Dotson
                                    Name:  Jerrold D. Dotson
                                    Title: Chief Financial Officer