Attached files
| file | filename |
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| EX-99 - EXHIBIT 99.1 - VistaGen Therapeutics, Inc. | ex99-1.htm |
| EX-10 - EXHIBIT 10.1 - VistaGen Therapeutics, Inc. | ex10-1.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): April 23, 2021
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 5.02 Election of Directors.
On
April 23, 2021, Joanne Curley, Ph.D. was appointed to serve on the
Board of Directors (the “Board”) of VistaGen Therapeutics,
Inc. (the “Company”). Dr. Curley was deemed
to be an “independent director,” as such term is
defined in Listing Rule 5605 of the Nasdaq Stock Market and will
also serve as a member of the Board’s Corporate Governance
and Nominating Committee. A copy of the press release announcing
Dr. Curley’s appointment is attached to this Current Report
on Form 8-K as Exhibit 99.1.
Dr. Curley, age 52,
brings more than 25 years of
experience in the development and commercialization of
pharmaceutical products, including research and development
governance. Dr. Curley currently serves as the Chief Development
Officer at Vera Therapeutics, Inc., a position she has held since
March 2020. Prior to joining Vera, from June 2005 to March 2020,
Dr. Curley held various director-level position with Gilead
Sciences, Inc., during which time the anti-viral portfolio grew
from four to seventeen commercial products. While at Gilead, Dr.
Curley led Project and Portfolio Management with oversight of the
development pipeline across four therapeutic areas and was
responsible for research and development governance. Before Gilead,
Dr. Curley worked as an aerosol formulation scientist and
subsequently as a project leader at Nektar Therapeutics. Dr. Curley
received a BSc in Physics and Chemistry from Trinity College,
Ireland, a Ph.D. in Polymer Science and Engineering from the
University of Massachusetts, Amherst and completed a post-doctorate
at Massachusetts Institute of Technology and Harvard Medical
School, focused on long-acting biodegradable
formulations.
There
are no arrangements or understandings between Dr. Curley and any
other person pursuant to which she was selected as a director, and
Dr. Curley is not a participant in any related party transaction
required to be reported pursuant to Item 404(a) of Regulation
S-K.
In
connection with her appointment to the Board, the Company entered
into an Indemnification Agreement (the
“Indemnification
Agreement”) with Dr. Curley. The Indemnification
Agreement requires the Company to indemnify Dr. Curley to the
fullest extent permitted under Nevada law against liability that
may arise by reason of her service to the Company and to advance
certain expenses incurred as a result of any proceeding against her
as to which she could be indemnified.
The
foregoing description of the Indemnification Agreement is
not complete and is qualified in its entirety by reference to the
full text of the Indemnification Agreement, which is attached
as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated into this Item 5.02 by reference.
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.
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VistaGen
Therapeutics, Inc.
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Date:
April 27, 2021
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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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Indemnification
Agreement, dated April 26, 2021, by and between VistaGen
Therapeutics, Inc. and Joanne Curley, Ph.D.
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Press
Release issued by VistaGen Therapeutics, Inc., dated April 27,
2021
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