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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 10, 2019
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))
Item 5.02 Election of Directors.
On
January 10, 2019, Ann Cunningham, M.B.A., was appointed to serve on
the Board of Directors (the “Board”) of VistaGen Therapeutics,
Inc. (the “Company”), and to serve as a
member of the Board’s Corporate Governance and Nominating
Committee. Ms. Cunningham was deemed to be an “independent
director,” as such term is defined in Rule 5605 of the
listing rules of the Nasdaq Stock Market. A copy of the press
release announcing Ms. Cunningham’s appointment is attached
to this Current Report on Form 8-K as Exhibit 99.1.
Ann Cunningham, age
51, currently serves as Managing Partner of I3 Strategy
Partners, an insights consulting team comprised of qualitative and
quantitative market researchers, analytics experts and
pharmaceutical industry strategists focused on planning and
executing successful portfolio strategies and commercial launches
in the pharmaceutical industry. Prior to founding I3 Strategy
Partners, Ms. Cunningham served as Vice President,
Neurodegenerative Diseases and Psychiatry for Teva Pharmaceuticals
Industries, Ltd. from 2015 to 2018, as Senior Marketing Director
for Otsuka America Pharmaceutical from 2013 to 2015 and in several
commercial marketing-focused positions for Eli Lily and Company
from 1999 to 2013, including serving as Global Marketing Senior
Director from 2009 to 2013. Ms. Cunningham holds a B.A. degree in
Psychology from Yale University and an M.B.A., with a focus on
marketing management, from the University of
Michigan.
There
are no arrangements or understandings between Ms. Cunningham and
any other person pursuant to which she was selected as a director,
and Ms. Cunningham is not a participant in any related party
transaction required to be reported pursuant to Item 404(a)
of Regulation S-K.
The Company entered
into an Indemnification Agreement (the
“Indemnification
Agreement”) with Ms. Cunningham in connection with her
appointment. The Indemnification Agreement requires the
Company to indemnify Ms. Cunningham 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:
January 15, 2019
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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 January 10, 2019, by and between VistaGen
Therapeutics, Inc. and Ann Cunningham
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Press
Release, dated January 15, 2019
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