Attached files
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| EX-99 - PRESS RELEASE - VistaGen Therapeutics, Inc. | ex99-1.htm |
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 30, 2020
VistaGen Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
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NEVADA
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000-54014
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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))
Securities
registered pursuant to Section 12(b) of the
Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common
Stock, par value $0.001 per share
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VTGN
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Nasdaq
Capital Market
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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 3.01 Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of
Listing.
On
January 31, 2020, VistaGen Therapeutics, Inc. (the
“Company”)
received a letter from the Listing Qualifications Staff of The
Nasdaq Stock Market, LLC (“Nasdaq”) indicating that, based
upon the closing bid price of the Company’s common
stock, par value $0.001 per share (“Common Stock”), for the last 30
consecutive business days, the Company is not currently in
compliance with the requirement to maintain a minimum bid
price of $1.00 per share for continued listing on the Nasdaq
Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the
“Notice”).
The
Notice has no immediate effect on the
continued listing status of the Company's Common Stock on
the Nasdaq Capital Market, and, therefore, the Company's listing
remains fully effective.
The
Company is provided a compliance period of 180 calendar days from
the date of the Notice, or until July 29, 2020, to regain
compliance with the minimum closing bid requirement, pursuant to
Nasdaq Listing Rule 5810(c)(3)(A). If at any time before July 29,
2020, the closing bid price of the Company’s Common Stock
closes at or above $1.00 per share for 10 consecutive business
days, Nasdaq will provide written notification that the Company has
achieved compliance with the minimum bid price requirement, and the
matter would be resolved. If the Company does not regain compliance
during the compliance period ending July 29, 2020, then Nasdaq may
grant the Company a second 180 calendar day period to regain
compliance, provided the Company (i) meets the continued listing
requirement for market value of publicly-held shares and all other
initial listing standards for the Nasdaq Capital Market, other than
the minimum closing bid price requirement and (ii)
notifies Nasdaq of its intent to cure the deficiency.
The Company will continue to monitor the
closing bid price of its Common Stock and seek to regain
compliance with all applicable Nasdaq requirements within the
allotted compliance periods. If
the Company does not regain compliance within the allotted
compliance periods, including any extensions that may be granted by
Nasdaq, Nasdaq will provide notice that the Company's Common Stock
will be subject to delisting. The Company would then be entitled to
appeal that determination to a Nasdaq hearings panel. There
can be no assurance that the Company will regain compliance with
the minimum bid price requirement during the 180-day
compliance period, secure a second period of 180 days to regain
compliance or maintain compliance with the other Nasdaq listing
requirements.
Item 8.01. Other Events.
On
January 30, 2019, the Company announced that its Investigational
New Drug application for AV-101, the Company’s oral NMDAR
(N-methyl-D-aspartate receptor) glycine site antagonist, as a
potential treatment of dyskinesia in patients with
Parkinson’s disease receiving levodopa-based therapy has been
cleared by the U.S. Food and Drug Administration. The Company also
announced that it has received a notice of allowance from the U.S.
Patent and Trademark Office for a new AV-101 U.S. Patent for
treatment of dyskinesia induced by the administration of levodopa.
A copy of the press release is attached to this Current Report on
Form 8-K as Exhibit 99.1.
Item 9.01. Exhibits.
(d)
Exhibits
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Exhibit Number
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Description
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Press Release issued
by VistaGen Therapeutics, Inc., dated January 30,
2019.
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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 31,
2020
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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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