VISTAGEN THERAPEUTICS, INC.
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed
by the Registrant [X]
Filed
by a Party other than the Registrant [ ]
Check
the appropriate box:
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[ ]
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Preliminary
Proxy Statement
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[ ]
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Confidential,
for Use of the SEC Only (as permitted by
Rule 14a-6(e)(2))
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[X]
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Definitive
Proxy Statement
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[ ]
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Definitive
Additional Materials
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[ ]
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Soliciting
Material Pursuant to 14a-12
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VistaGen Therapeutics, Inc.
(Name
of Registrant as Specified In Its Charter)
_________________________________
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment
of Filing Fee (Check the appropriate box):
[X]
No fee required.
[ ]
Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
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Title
of each class of securities to which transaction
applies:
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Aggregate
number of securities to which transaction applies:
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3.
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Per
unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was
determined):
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4.
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Proposed
maximum aggregate value of transaction:
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5.
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Total
fee paid:
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[ ] Fee
paid previously with preliminary materials.
[ ]
Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
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Amount
Previously Paid:
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2.
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Form,
Schedule or Registration Statement No.:
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Filing
Party:
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4.
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Date
Filed:
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July
27, 2018
Dear
Stockholders of VistaGen Therapeutics, Inc.:
You are
cordially invited to attend the 2018 Annual Meeting of Stockholders
of VistaGen Therapeutics, Inc. (the
Annual Meeting
). The Annual Meeting
will be held at the San Francisco Airport Marriott Waterfront
Hotel, located at 1800 Old Bayshore Highway, Burlingame, California
94010, on Friday, September 14, 2018, at 10:00 a.m. local
time.
Details
of the business to be conducted at the Annual Meeting are described
both in the Notice of Internet Availability of Proxy Materials (the
Notice
) you have received
in the mail and in this Proxy Statement. We have also made our
Annual Report on Form 10-K for our fiscal year ended March 31, 2018
(
Annual Report
) available
to you with this Proxy Statement. We encourage you to read our
Annual Report. It includes our audited financial statements and
provides information about recent company highlights, upcoming
milestones and progress executing on key priorities of our
corporate strategy.
As part
of our efforts to conserve environmental resources and prevent
unnecessary corporate expenses, we have elected to provide access
to our proxy materials electronically over the Internet, rather
than producing and mailing paper copies. We believe that providing
our proxy materials over the Internet increases our
stockholders’ ability to access information they need, while
also conserving natural resources and reducing the costs of our
Annual Meeting.
Regardless of
whether you plan to attend our Annual Meeting in person,
please read the accompanying Proxy
Statement and then vote by Internet, telephone or postal mail as
promptly as possible.
Please refer to the Notice for
instructions on submitting your votes. Voting promptly will save us
additional expense in further soliciting proxies and will ensure
that your shares are represented at the Annual
Meeting.
Our
Board of Directors has unanimously approved the proposals set forth
in the accompanying Proxy Statement and we recommend that you vote
in favor of each such proposal.
We look
forward to seeing you at our Annual Meeting.
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Sincerely,
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Jon
S. Saxe
Chairman of the Board of Directors
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VistaGen Therapeutics, Inc.
343 Allerton Avenue
South San Francisco, CA 94080
Tel. (650) 577-3600
Fax (888) 482-2602
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on September 14, 2018
Dear
Stockholders of VistaGen Therapeutics, Inc.:
We are
pleased to invite you to attend the 2018 Annual Meeting of
Stockholders (the
Annual
Meeting
) of VistaGen Therapeutics, Inc., a Nevada
corporation (the
Company
,
us
,
we
or
our
), which will be held at the San
Francisco Airport Marriott Waterfront Hotel, located at 1800 Old
Bayshore Highway, Burlingame, California 94010, on Friday,
September 14, 2018, at 10:00 a.m. local time, for the following
purposes:
1.
to
elect five directors to our Board of Directors, each to serve until
our 2019 Annual Meeting of Stockholders, or until his respective
successor is elected and qualified;
2.
to
ratify the appointment of OUM & Co. LLP as our independent
registered public accounting firm for our fiscal year ending March
31, 2019; and
3.
to vote
upon such other matters as may properly come before the Annual
Meeting or any adjournment or postponement of the Annual
Meeting.
These
matters are more fully discussed in the attached Proxy
Statement.
We have
elected to provide access to our proxy materials primarily
electronically over the Internet, pursuant to the U.S. Securities
and Exchange Commission’s (
SEC
) “notice and access”
rules. We believe this process expedites stockholders’
receipt of proxy materials, conserves natural resources and reduces
the costs of our Annual Meeting. On or about July 27, 2018, we
mailed a Notice of Internet Availability of Proxy Materials (the
Notice
) to each of our
stockholders entitled to notice of and to vote at the Annual
Meeting, which contained instructions for accessing the attached
Proxy Statement, our Annual Report on Form 10-K for our fiscal year
ended March 31, 2018 (the
Annual
Report
) and voting instructions. The Notice also included
instructions on how you can receive a paper copy of your proxy
materials.
The Proxy Statement and
the Annual Report both are available on the Internet at:
www.envisionreports.com/VTG
N
The
close of business on Friday, July 20, 2018 (the
Record Date
) has been fixed as the
Record Date for the determination of stockholders entitled to
notice of and to vote at the Annual Meeting or any adjournments or
postponements thereof. Only holders of record of our common stock
at the close of business on the Record Date are entitled to notice
of and to vote at the Annual Meeting. A complete list of these
stockholders will be available for examination by any of our
stockholders for purposes pertaining to the Annual Meeting at our
corporate offices, located at 343 Allerton Avenue, South San
Francisco, California 94080, during normal business hours for a
period of ten days prior to the Annual Meeting, and at the time and
place of the Annual Meeting.
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YOUR VOTES ARE IMPORTANT
A
ll stockholders are cordially invited to attend the Annual
Meeting in person. However, to ensure your representation at the
Annual Meeting, you are urged to vote by Internet, telephone or
postal mail as promptly as possible. Submitting your votes assures
that a quorum will be present at the Annual Meeting and will avoid
the additional expense of duplicate proxy solicitations. Any
stockholder attending the Annual Meeting may vote in person, even
if he or she has returned a proxy prior to the Annual
Meeting.
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Wh
ether or not you expect to attend our Annual
Meeting in person, we urge you to vote your shares as promptly as
possible by Internet, telephone or postal mail so that your shares
may be represented and voted at the Annual Meeting.
If your
shares are held in the name of a bank, broker or other fiduciary,
please follow the instructions on the voting instruction card
furnished by the record holder.
Our
Board of Directors has unanimously recommended that you vote
“FOR” Annual Meeting Proposal Nos. 1 and 2, each of
which is described in detail in the accompanying Proxy
Statement.
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL
MEETING:
THE ANNUAL REPORT AND PROXY STATEMENT ARE
AVAILABLE ON THE INTERNET AT
www.envisionreports.com/VTGN
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By
Order of the Board of Directors,
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Shawn
K. Singh
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Chief Executive Officer and Director
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South
San Francisco, California
July
27, 2018
VistaGen Therapeutics, Inc.
343 Allerton Avenue
South San Francisco, CA 94080
Tel. (650) 577-3600
Fax (888) 482-2602
PROXY STATEMENT
The
enclosed proxy is solicited on behalf of the Board of Directors
(the
Board
) of VistaGen
Therapeutics, Inc., a Nevada corporation (the
Company
), for use at the
Company’s 2018 Annual Meeting of Stockholders (
Annual Meeting
) to be held on Friday,
September 14, 2018, at 10:00 a.m. local time, and at any
adjournment or postponement thereof, at the San Francisco Airport
Marriott Waterfront Hotel, located at 1800 Old Bayshore Highway,
Burlingame, California 94010.
We have
elected to provide access to the proxy materials for the Annual
Meeting primarily over the Internet in accordance with the U.S.
Securities and Exchange Commission’s (
SEC
) “notice and access”
rules. On or about July 27, 2018, we mailed a Notice of Internet
Availability of Proxy Materials (the
Notice
) to each of our stockholders
entitled to notice of and to vote at our Annual Meeting. The Notice
contained instructions for accessing this Proxy Statement, our
Annual Report on Form 10-K for our fiscal year ended March 31, 2018
(
Annual Report
) and Annual
Meeting voting instructions. The Notice also included instructions
on how you can receive a paper copy of your proxy materials.
This Proxy Statement and our Annual
Report are available on the Internet at:
www.envisionreports.com/VTGN
Voting
The specific proposals to be considered and
acted upon at our Annual Meeting are each described in this Proxy
Statement. Only holders of our common stock as of the
close of business on Friday, July 20, 2018 (the
Record Date
) are entitled to notice of and to vote at the
Annual Meeting. On the Record Date, there were 23,347,615 shares of
our common stock issued and outstanding. Each holder of common
stock is entitled to one vote for each share held as of the Record
Date.
Quorum
In
order for any business to be conducted at the Annual Meeting, the
holders of more than 50% of the shares entitled to vote must be
represented at the Annual Meeting, either in person or by properly
executed proxy. If a quorum is not present at the scheduled time of
the Annual Meeting, the stockholders who are present may adjourn
the Annual Meeting until a quorum is present. The time and place of
the adjourned Annual Meeting will be announced at the time the
adjournment is taken, and no other notice will be given. An
adjournment will have no effect on the business that may be
conducted at the Annual Meeting.
Required Vote for Approval
Proposal No. 1: Election
of Directors.
The five nominees
who receive the greatest number of votes cast at the Annual Meeting
by the shares present, either in person or by proxy, and entitled
to vote will be elected to serve on our Board of Directors until
our next annual meeting of stockholders, or until his successor is
duly elected and qualified.
Proposal No. 2: Ratification of Appointment of
our Independent Registered Public Accounting Firm.
The
affirmative “FOR” vote of a majority of the shares
present in person or by proxy at the Annual Meeting and entitled to
vote is required for the ratification of the selection of OUM &
Co. LLP as our independent registered public accounting firm for
our current fiscal year.
-1-
Abstentions and Broker Non-Votes
All
votes will be tabulated by the inspector of election appointed for
the Annual Meeting, who will separately tabulate affirmative and
negative votes, abstentions and broker non-votes. An abstention is
the voluntary act of not voting by a stockholder who is present at
a meeting and entitled to vote. A broker “non-vote”
occurs when a broker nominee holding shares for a beneficial owner
does not vote on a particular proposal because the nominee does not
have discretionary power for that particular item and has not
received instructions from the beneficial owner. If you hold your
shares in “street name” through a broker or other
nominee, your broker or nominee may not be permitted to exercise
voting discretion with respect to some of the matters to be acted
upon. If you do not give your broker or nominee specific
instructions regarding such matters, your proxy will be deemed a
“broker non-vote.”
As
noted above, the five director nominees identified under Proposal
No. 1 who receive the most votes at the Annual Meeting will be
elected, thus abstentions and broker non-votes will have no effect
on the outcome of Proposal No. 1.
Under
Nevada law and our Amended and Restated Bylaws, Proposal No. 2 will
be determined by the vote of the holders of a majority of the
voting power present or represented by proxy at the Annual Meeting.
For this matter, abstentions and any broker non-votes cast will not
be counted as votes in favor of such proposal, and will also not be
counted as shares voting on such matter.
Voting and Revocation of Proxies
If your
proxy is properly returned to the Company, the shares represented
thereby will be voted at the Annual Meeting in accordance with the
instructions specified thereon. If you return your proxy without
specifying how the shares represented thereby are to be voted, the
proxy will be voted in the manner unanimously approved by our Board
of Directors, as follows: (i)
FOR
the election of the five director
nominees proposed by our Board; (ii)
FOR
ratification of the appointment of
OUM & Co. LLP as our independent registered public accounting
firm for our current fiscal year; and (iii) at the discretion of
the proxy holders on any other matter that may properly come before
the Annual Meeting or any adjournment or postponement
thereof.
You
may revoke or change your proxy at any time before the Annual
Meeting by filing, with our Corporate Secretary at our principal
executive offices, located at 343 Allerton Avenue, South San
Francisco, California 94080, a notice of revocation or another
signed proxy with a later date. You may also revoke your proxy by
attending the Annual Meeting and voting in
person. Attendance at the Annual Meeting alone will not
revoke your proxy. If you are a stockholder whose shares
are not registered in your own name, you will need additional
documentation from your broker or record holder to vote personally
at the Annual Meeting.
Solicitation
We will
bear the entire cost of solicitation, including the preparation,
assembly, printing and mailing of the Notice, as well as the
preparation and posting on the Internet of this Proxy Statement and
any additional solicitation materials furnished to the
stockholders. Copies of any solicitation materials will be
furnished to brokerage houses, fiduciaries and custodians holding
shares in their names that are beneficially owned by others so that
they may forward the solicitation materials to such beneficial
owners. In addition, we may reimburse such persons for their costs
in forwarding the solicitation materials to such beneficial owners.
The original solicitation of proxies may be supplemented by a
solicitation, by telephone, email or other means, by our directors,
officers or employees. No additional compensation will be paid to
these individuals for any such services. Except as described above,
we do not presently intend to solicit proxies other than by the
Internet, telephone, email and postal mail.
-2-
MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
PROPOSAL NO. 1
ELECTION OF DIRECTORS
General
Our
Bylaws provide that our Board of Directors (
Board
) shall consist of not less than
one, nor more than seven directors, and that upon any change in the
number of directors, any newly created directorships or eliminated
directorships shall be apportioned by the remaining members of the
Board or by stockholders. Our Board currently consists of five
directors, and these five directors are nominated for election at
the Annual Meeting to serve until our next annual meeting of
stockholders, or until his successor is duly elected and qualified.
Each nominee has confirmed that he is able and willing to continue
serving as a director if elected. If any of the nominees becomes
unable or unwilling to serve, your proxy will be voted for the
election of a substitute nominee recommended by the current
Board.
Upon
recommendation of the members of its Corporate Governance and
Nominating Committee, the Board has nominated for election as
directors at our Annual Meeting Mr. Shawn K. Singh, Dr. H. Ralph
Snodgrass, Mr. Jon S. Saxe, Dr. Brian J. Underdown, and Dr. Jerry
B. Gin.
Required Vote and Recommendation
The
election of directors requires the affirmative vote of a plurality
of the voting shares present or represented by proxy and entitled
to vote at the Annual Meeting. The five nominees receiving the
highest number of affirmative votes will be elected. Unless
otherwise instructed or unless authority to vote is withheld,
shares represented by executed proxies will be voted
“FOR” the election of the nominees.
The Board recommends that the stockholders vote
“
FOR
” the election of Mr. Singh, Dr. Snodgrass,
Mr. Saxe, Dr. Underdown, and Dr. Gin.
The
following sections sets forth certain information regarding the
nominees for election as directors of the Company. There are no
family relationships between any of the directors and the
Company’s executive officers.
BOARD OF DIRECTORS
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Name
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Age
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Position
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Shawn
K. Singh
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55
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Chief
Executive Officer and Director
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H.
Ralph Snodgrass, Ph.D.
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68
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President,
Chief Scientific Officer and Director
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Jon S. Saxe
(1)
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82
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Director
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Brian J. Underdown, Ph.D.
(2)
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77
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Director
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Jerry B. Gin, Ph.D, MBA
(3)
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75
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Director
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(1)
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Chairman
of the Audit Committee and member of the Compensation Committee and
Corporate Governance and Nominating Committee.
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(2)
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Chairman
of the Compensation Committee and member of the Audit Committee and
Corporate Governance and Nominating Committee.
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(3)
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Chairman
of the Corporate Governance and Nominating Committee and member of
the Audit Committee and Compensation Committee.
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-3-
Shawn K. Singh
has
served as our Chief Executive Officer since August 2009, first as
the Chief Executive Officer of VistaGen Therapeutics, Inc., a
California corporation (
VistaGen
California
), then as Chief Executive Officer of the Company
after the merger by and between VistaGen California and the Company
on May 11, 2011 (the
Merger
), at which time VistaGen
California became a wholly-owned subsidiary of the Company. Mr.
Singh first joined the Board of Directors of VistaGen California in
2000 and served on the VistaGen California management team
(part-time) from late-2003, following VistaGen California’s
acquisition of Artemis Neuroscience, of which he was President, to
August 2009. In connection with the Merger, Mr. Singh was appointed
as a member of our Board in 2011. Mr. Singh has over 25 years of
experience working with biotechnology, medical device and
pharmaceutical companies, both private and public. From February
2001 to August 2009, Mr. Singh served as Managing Principal of Cato
BioVentures, a life science venture capital firm, and as Chief
Business Officer and General Counsel of Cato Research Ltd, a
contract research organization (
CRO
) affiliated with Cato BioVentures.
Mr. Singh served as President (part-time) of Echo Therapeutics, a
medical device company, from September 2007 to June 2009, and as a
member of its Board of Directors from September 2007 to December
2011. He also served as Chief Executive Officer (part- time) of
Hemodynamic Therapeutics, a private biopharmaceutical company
affiliated with Cato BioVentures, from November 2004 to August
2009. From late-2000 to February 2001, Mr. Singh served as Managing
Director of Start-Up Law, a management consulting firm serving
biotechnology companies. Mr. Singh also served as Chief Business
Officer of SciClone Pharmaceuticals (formerly NASDAQ: SCLN), a
specialty pharmaceutical company with a substantial commercial
business in China, from late-1993 to late-2000, and as a corporate
finance associate of Morrison & Foerster LLP, an international
law firm, from 1991 to late-1993. Mr. Singh earned a B.A. degree,
with honors, from the University of California, Berkeley, and a
Juris Doctor degree from the University of Maryland School of Law.
Mr. Singh is a member of theState Bar of California.
We
selected Mr. Singh to serve on our Board of Directors due to his
substantial practical experience and expertise in senior leadership
roles with multiple private and public biotechnology,
pharmaceutical and medical device companies, and his extensive
experience in corporate finance, venture capital, corporate
governance, drug development, intellectual property, regulatory
affairs and strategic collaborations.
H. Ralph
Snodgrass, Ph.D.
co-founded VistaGen California with Dr.
Gordon Keller in 1998 and served as the Chief Executive Officer of
VistaGen California until August 2009. Dr. Snodgrass has served as
the President and Chief Scientific Officer of VistaGen California
from inception to the present, and in the same positions with the
Company following the completion of the Merger. He served as a
member of the Board of Directors of VistaGen California from 1998
to 2011, and was appointed to serve on our Board after the
completion of the Merger. Prior to founding VistaGen California,
Dr. Snodgrass served as a key member of the executive management
team that led Progenitor, Inc., a biotechnology company focused on
developmental biology, through its initial public offering, and was
its Chief Scientific Officer from June 1994 to May 1998, and its
Executive Director from July 1993 to May 1994. He received his
Ph.D. in immunology from the University of Pennsylvania, and has 25
years of experience in senior biotechnology management and over 10
year’s research experience as an assistant professor at the
Lineberger Comprehensive Cancer Center, University of North
Carolina Chapel Hill School of Medicine, and as a member of the
Institute for Immunology, Basel, Switzerland. Dr. Snodgrass is a
past Board Member of the Emerging Company Section of the
Biotechnology Industry Organization (
BIO
), and past member of the
International Society Stem Cell Research (
ISSCR
) Industry Committee. Dr.
Snodgrass has published more than 95 scientific papers, is the
inventor on more than 21 patents and a number of patent
applications, has been, the Principal Investigator on U.S. federal
and private foundation sponsored research grants with budgets
totaling more than $14.5 million and is recognized as an expert in
stem cell biology with more than 32 years’ experience in the
uses of stem cells as biological tools for research, drug discovery
and development.
We
selected Dr. Snodgrass to serve on our Board of Directors due to
his expertise in biotechnology focused on developmental biology,
including stem cell biology, his extensive senior management
experience leading biotechnology companies at all stages of
development, as well as his reputation and standing in the fields
of biotechnology and stem cell research, allow him to bring to us
and the Board of Directors a unique understanding of the challenges
and opportunities associated with pluripotent stem cell biology, as
well as credibility in the markets in which we
operate.
Jon S.
Saxe, J.D., LL.M.
has served as Chairman of our Board since
2000, first as Chairman of the Board of Directors of VistaGen
California, then as Chairman of our Board after completion of the
Merger. He also serves as the Chairman of our Audit
Committee. Mr. Saxe is the retired President and was a
director of PDL BioPharma from 1989 to 2008. From 1989 to 1993, he
was President, Chief Executive Officer and a director of Synergen,
Inc. (acquired by Amgen). Mr. Saxe served as Vice President,
Licensing & Corporate Development for Hoffmann-Roche from
1984 through 1989, and Head of Patent Law for Hoffmann-Roche from
1978 through 1989. Mr. Saxe currently is a director of Durect
Corporation (NASDAQ: DRRX), and six private life science companies,
Arbor Vita Corporation, Arcuo Medical, LLC, Cancer Prevention
Pharmaceuticals, Inc., Lumos Pharma, Inc., Trellis Bioscience, Inc.
and Epalex Corporation. Mr. Saxe has also served as a director
of other biotechnology and pharmaceutical companies, including ID
Biomedical (acquired by GlaxoSmithKline), Sciele Pharmaceuticals,
Inc. (acquired by Shionogi), Amalyte (acquired by Kemin
Industries), Cell Pathways (acquired by OSI Pharmaceuticals), and
other companies, both public and private. Mr. Saxe has a
B.S.Ch.E. from Carnegie-Mellon University, a J.D. degree from
George Washington University and an LL.M. degree from New York
University.
-4-
We
selected Mr. Saxe to serve as Chairman of our Board of Directors
due to his numerous years of experience as a senior executive with
major pharmaceutical and biotechnology companies, including Protein
Design Labs, Inc., Synergen, Inc. and Hoffmann-Roche, Inc., as well
as his extensive experience serving as a director of numerous
private and public biotechnology and pharmaceutical companies,
serving as Chairman, and Chair and member of audit, compensation
and governance committees of both private and public
companies. Mr. Saxe provides us and our Board of
Directors with highly valuable insight and perspective into the
biotechnology and pharmaceutical industries, as well as the
strategic opportunities and challenges that we face.
Brian J.
Underdown, Ph.D.
has served as a member of our Board of
Directors since November 2009, first as a director of VistaGen
California, then as a member of our Board after the completion of
the Merger. Dr. Underdown retired as a Venture Partner with
Lumira Capital Corp. in December 2016, after having served as a
Managing Director with Lumira from September 1997 through December
2015. His investment focus has been on therapeutics in both new and
established companies in both Canada and the United States. Prior
to joining Lumira and its antecedent company MDS Capital Corp.,
Dr. Underdown held a number of senior management positions in
the biopharmaceutical industry and at universities.
Dr. Underdown’s current board positions include the
following private companies: Kisoji Biotechnology Inc., Naegis
Pharmaceuticals, Inc. and Osteo QC. Some of Dr. Underdown’s
previous board roles include: Argos Therapeutics (NASDAQ: ARGS), ID
Biomedical (acquired by GlaxoSmithKline), enGene Inc. and Ception
Therapeutics (acquired by Cephalon). He has served on a
number of Boards and advisory bodies of government-sponsored
research organizations including CANVAC, the Canadian National
Centre of Excellence in Vaccines, Ontario Genomics Institute
(Chair), Allergen Plc., the Canadian National Centre of Excellence
in Allergy and Asthma. Dr. Underdown obtained his Ph.D. in
immunology from McGill University and undertook post-doctoral
studies at Washington University School of Medicine.
We
selected Dr. Underdown to serve on our Board of Directors due to
his extensive background working in the biotechnology and
pharmaceutical industries, as a director of numerous private and
public companies, as well as his substantial corporate finance and
venture capital experience funding and advising startup and
established biopharmaceutical companies focused on development and
commercialization of novel therapeutics.
Jerry B.
Gin, Ph.D., M.B.A
was appointed to serve on our Board of
Directors on March 29, 2016. Dr. Gin is currently the co-founder
and CEO of Nuvora, Inc., a private company founded in 2006 with a
drug delivery platform for the sustained release of
ingredients through the mouth for such indications as dry mouth,
biofilm reduction and sore throat/cough relief. Dr. Gin is also
co-founder and Chairman of Livionex, a private platform technology
company founded in 2009 and focused on oral care, ophthalmology and
wound care. Previously, Dr. Gin co-founded Oculex Pharmaceuticals
in 1993, which developed technology for controlled release delivery
of drugs to the interior of the eye, specifically to treat macular
edema, and served as President and CEO until it was acquired by
Allergan in 2003. Prior to forming Oculex, Dr. Gin co-founded and
took public ChemTrak, which developed a home cholesterol test
commonly available in drug stores today. Prior to ChemTrak, Dr. Gin
was Director of New Business Development and Strategic Planning for
Syva, the diagnostic arm of Syntex Pharmaceuticals, Director for
Pharmaceutical and Diagnostic businesses for Dow Chemical, and
Director of BioScience Labs (now Quest Laboratories), the clinical
laboratories of Dow Chemical. Dr. Gin received his
Bachelor’s degree in Chemistry from the University of
Arizona, his Ph.D. in Biochemistry from the University of
California, Berkeley, his M.B.A. from Loyola College, and conducted
his post-doctoral research at the National Institutes of
Health.
We
selected Dr. Gin to serve on our Board of Directors due to his
extensive experience in the healthcare industry, focusing his
substantial business and scientific expertise on founding and
developing numerous biopharmaceutical, diagnostic and biotechnology
companies and propelling them to their next platforms of growth and
value.
Director Compensation
We
adopted a director compensation policy for the independent
directors of our board, as “independent” is defined by
NASDAQ Stock Market rules, which policy became effective for our
fiscal year beginning April 1, 2014. Under our independent director
compensation policy, our independent directors are entitled to
receive a $25,000 annual retainer, payable in cash or shares of our
common stock. For service on a committee of the Board, an
independent director is entitled to receive an additional annual
cash retainer of $7,500 for service on our Audit Committee and
Compensation Committee and $5,000 for service on our Corporate
Governance and Nominating Committee. In lieu of the annual cash
retainer for committee participation, each independent director
serving as a chair of a Board committee shall receive an annual
cash retainer of $15,000 for the Audit Committee and Compensation
Committee chairs and $10,000 for the Corporate Governance and
Nominating Committee chair. In addition, each independent director
will also receive an annual grant of an option or warrant to
purchase a minimum of 12,000 shares of our common stock, which will
vest monthly over a one year period from the date of grant.
Prorated grants are made for partial years of service.
-5-
We
paid our independent directors cash compensation consistent with
the policy noted above during our fiscal year ended March 31,
2018.
During
the year ended March 31, 2018, we granted to each of our three
independent directors options to purchase: (i) 35,000 shares of our
common stock at $1.96 per share in April 2017; (ii) 50,000 shares
of our common stock at $1.56 per share in September 2017; and (iii)
100,000 shares of our common stock at $1.16 per share in February
2018. Each grant expires ten years after the date of grant. We have
not granted any options to our three independent directors
subsequent to March 31, 2018.
The
following table sets forth a summary of the compensation earned by
our independent, non-employee directors in our fiscal year ended
March 31, 2018.
|
|
|
Fees
Paid in Cash
(1)
|
|
|
Option
Awards
(2)
|
|
|
Other
Compensation
|
|
|
Total
|
|
||||
|
Name
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Jon S. Saxe
(3)
|
|
$
|
52,500
|
|
|
$
|
229,969
(6)
|
|
|
$
|
-
|
|
|
$
|
282,469
|
|
|
Brian J. Underdown, Ph.D.
(4)
|
|
$
|
52,500
|
|
|
$
|
229,969
(6)
|
|
|
$
|
-
|
|
|
$
|
282,469
|
|
|
Jerry B. Gin, Ph.D., M.B.A
(5)
|
|
$
|
50,000
|
|
|
$
|
229,969
(6)
|
|
|
$
|
-
|
|
|
$
|
279,969
|
|
|
(1)
|
The
amounts shown represent fees earned for service on our Board of
Directors, and Audit Committee, Compensation Committee and
Corporate Governance and Nominating Committee during the fiscal
year ended March 31, 2018, which amounts were paid in full during
the fiscal year then ended.
|
|
|
|
|
(2)
|
The amounts in the “Option Awards”
column represent the aggregate grant date fair value of options to
purchase shares of our common stock awarded to Mr. Saxe, Dr.
Underdown and Dr. Gin during our fiscal year ended March 31, 2018,
computed in accordance with the Financial Accounting Standards
Board’s Accounting Standards Codification Topic 718,
Compensation – Stock Compensation (
ASC 718
). The amounts in this column do not represent any
cash payments actually received by Mr. Saxe, Dr. Underdown or Dr.
Gin with respect to any of such stock options awarded to them
during the fiscal year ended March 31, 2018. To date,
Mr. Saxe, Dr. Underdown and Dr. Gin have not exercised such stock
options, and there can be no assurance that any of them will ever
realize any of the ASC 718 grant date fair value amounts presented
in the “Option Awards” column.
|
|
(3)
|
Mr.
Saxe has served as the Chairman of our Board of Directors, the
Chairman of our Audit Committee and a member of our Compensation
Committee and Corporate Governance and Nominating Committee
throughout our fiscal year ended March 31, 2018. At
March 31, 2018, Mr. Saxe held: (i) 1,875 restricted shares of our
common stock; (ii) options to purchase 46,375 registered shares of
our common stock, of which options to purchase 86,547 shares were
exercisable; and (iii) warrants to purchase 83,250 restricted
shares of our common stock, all of which are
exercisable.
|
|
(4)
|
Dr.
Underdown has served as a member of our Board of Directors, as the
Chairman of our Compensation Committee and as a member of our Audit
Committee and Corporate Governance and Nominating Committee
throughout the fiscal year ended March 31, 2018. At
March 31, 2018, Dr. Underdown held: (i) options to purchase 244,250
registered shares of our common stock, of which options to purchase
84,422 shares were exercisable; and (ii) warrants to purchase
82,500 restricted shares of our common stock, all of which are
exercisable.
|
|
(5)
|
Dr.
Gin has served as a member of our Board of Directors, as the
Chairman of our Corporate Governance and Nominating Committee and
as a member of our Audit Committee and Compensation Committee
throughout the fiscal year ended March 31, 2018. At March 31, 2018,
Dr. Gin held: (i) options to purchase 260,000 registered shares of
our common stock of which 100,172 were exercisable; and (ii)
warrants to purchase 50,000 restricted shares of our common stock,
all of which are exercisable.
|
|
(6)
|
The
table below provides information regarding the option awards we
granted to Mr. Saxe, Dr. Underdown and Dr. Gin during fiscal 2018
and the assumptions used in the Black Scholes Option Pricing Model
to determine the grant date fair values of the respective awards
and modifications.
|
-6-
|
|
Option
|
Option
|
Option
|
|
|
|
Grant
|
Grant
|
Grant
|
|
|
|
4/26/2017
|
9/19/2017
|
2/2/2018
|
Total
|
|
|
|
|
|
|
|
Saxe
|
$
59,265
|
$
68,666
|
$
102,038
|
$
229,969
|
|
Underdown
|
59,265
|
68,666
|
102,038
|
$
229,969
|
|
Gin
|
59,265
|
68,666
|
102,038
|
$
229,969
|
|
|
$
177,795
|
$
205,998
|
$
306,114
|
$
689,907
|
|
|
|
|
|
|
|
Exercise
Price
|
$
1.96
|
$
1.56
|
$
1.16
|
|
|
Grant
Date stock price
|
$
1.96
|
$
1.56
|
$
1.16
|
|
|
Risk
free interest rate
|
2.32
%
|
2.24
%
|
2.84
%
|
|
|
Expected
Term (years)
|
10.00
|
10.00
|
10.00
|
|
|
Volatility
|
90.38
%
|
94.78
%
|
93.58
%
|
|
|
Dividend
rate
|
0.00
%
|
0.00
%
|
0.00
%
|
|
|
|
|
|
|
|
|
Fair
value per share
|
$
1.69
|
$
1.37
|
$
1.02
|
|
|
Aggregate
option shares
|
105,000
|
150,000
|
300,000
|
|
|
|
|
Mr.
Saxe, Dr. Underdown and Dr. Gin were each granted options to
purchase 35,000 shares, 50,000 shares, and 100,000 shares of our
common stock on April 26, 2017, September 19, 2017 and February 2,
2018, respectively.
|
Board Attendance at Board of Directors, Committee and Stockholder
Meetings
Our
Board met six times and acted by unanimous written consent three
times during our fiscal year ended March 31, 2018. Our Audit
Committee met four times. Our Compensation Committee requested
action by the entire Board twice and acted by unanimous written
consent three times with respect to grants of various equity
securities and executive compensation matters. Our Corporate
Governance and Nominating Committee requested action by the entire
Board with respect to resolutions to be presented to our
stockholders at the annual meeting of stockholders and Board
committee assignments. With the exception of Dr. Underdown, who was
unable to attend one Board meeting due to international travel,
each director serving during Fiscal 2018 attended all of the
meetings of the Board and the committees of the Board upon which
such director served that were held during the term of his
service.
We do
not have a formal policy regarding attendance by members of the
Board at our annual meetings of stockholders, but directors are
encouraged to attend. With the exception of Dr. Underdown, who was
unavailable due to international travel, each of our directors
attended our 2017 Annual Meeting of Stockholders in
person.
Independent
Directors
Our
securities are currently listed on the NASDAQ Capital Market, which
requires that a majority of our directors be independent.
Accordingly, we evaluate director independence under the standards
established by the SEC and the NASDAQ Stock Market.
Subject
to some exceptions, these standards generally provide that a
director will not be independent if (a) the director is, or in the
past three years has been, an employee of ours; (b) a member of the
director’s immediate family is, or in the past three years
has been, an executive officer of ours; (c) the director or a
member of the director’s immediate family has received more
than $120,000 per year in direct compensation from us other than
for service as a director (or for a family member, as a
non-executive employee); (d) the director or a member of the
director’s immediate family is, or in the past three years
has been, employed in a professional capacity by our independent
public accountants, or has worked for such firm in any capacity on
our audit; (e) the director or a member of the director’s
immediate family is, or in the past three years has been, employed
as an executive officer of a company where one of our executive
officers serves on the compensation committee; or (f) the director
or a member of the director’s immediate family is an
executive officer of a company that makes payments to, or receives
payments from, us in an amount which, in any twelve-month period
during the past three years, exceeds the greater of $1,000,000 or
two percent of that other company’s consolidated gross
revenues.
-7-
Our
Board has undertaken a review of its composition, the composition
of its committees and the independence of each director. Based upon
information requested from and provided by each director concerning
his background, employment and affiliations, including family
relationships, our Board has determined that Mr. Saxe, Dr.
Underdown and Dr. Gin are each “independent” as that
term is defined by the rules of the NASDAQ Stock Market. Our Board
has also determined that Mr. Saxe, Dr. Underdown and Dr. Gin, who
together comprise our Audit Committee, Compensation Committee, and
Corporate Governance and Nominating Committee, satisfy the
independence standards set forth in the NASDAQ Stock Market rules.
In making these determinations, our Board considered the current
and prior relationships that each nonemployee director has with the
Company and all other facts and circumstances that our Board deemed
relevant.
Board
Committees and Charters
Our
Board has established an Audit Committee, a Compensation Committee
and a Corporate Governance and Nominating Committee. The
composition and responsibilities of each committee are described
below. Members serve on these committees until their resignation or
until otherwise determined by our Board. Beginning on April 1,
2017, only our independent directors, Mr. Saxe, Dr. Underdown and
Dr. Gin, serve as members of each of these committees.
The
Audit Committee of our Board is comprised of Mr. Saxe, who serves
as the committee chairman, Dr. Underdown and Dr. Gin. Mr. Saxe is
also our Audit Committee financial expert, as that term is defined
under SEC rules implementing Section 407 of the Sarbanes Oxley Act
of 2002, and possesses the requisite financial sophistication, as
defined under applicable rules. The Audit Committee operates under
a written charter. Our Audit Committee charter is available on our
website
at
www.vistagen.com
.
Under its charter, our Audit Committee is primarily responsible
for, among other things, the following:
●
overseeing our
accounting and financial reporting
process;
●
selecting, retaining and replacing our independent auditors and
evaluating their qualifications, independence and
performance;
●
reviewing and approving scope of the annual audit and audit
fees;
●
monitoring rotation of partners of independent auditors on
engagement team as required by law;
●
discussing with management and independent auditors the results of
annual audit and review of quarterly financial
statements;
●
reviewing adequacy and effectiveness of internal control policies
and procedures;
●
approving retention of independent auditors to perform any proposed
permissible non-audit services;
●
overseeing internal audit functions and annually reviewing audit
committee charter and committee performance; and
●
preparing the audit committee report that the SEC requires in our
annual proxy statement.
-8-
Compensation Committee
The
Compensation Committee of our Board is comprised of Dr. Underdown,
who serves as the committee chairman, Mr. Saxe, and Dr. Gin. Our
Compensation Committee charter is available on our website
at
www.vistagen.com
.
Under its charter, the Compensation Committee is primarily
responsible for, among other things, the following:
●
reviewing and approving our compensation
programs and arrangements applicable to our executive officers (as
defined in Rule I 6a-I (f) of the Securities Exchange Act of 1934,
as amended (the “
Exchange
Act
”)), including
all employment-related agreements or arrangements under which
compensatory benefits are awarded or paid to, or earned or received
by, our executive officers, including, without limitation,
employment, severance, change of control and similar agreements or
arrangements;
●
determining the objectives of our executive officer compensation
programs;
●
ensuring corporate performance measures and goals regarding
executive officer compensation are set and determining the extent
to which they are achieved and any related compensation
earned;
●
establishing goals and objectives relevant
to Chief Executive Officer compensation, evaluating
Chief Executive Officer
performance in light of such goals and objectives, and
determiningChief Executive Officer compensation based on the
evaluation;
●
endeavoring to ensure that our executive compensation programs are
effective in attracting and retaining key employees and reinforcing
business strategies and objectives for enhancing stockholder value,
monitoring the administration of incentive-compensation plans and
equity-based incentive plans as in effect and as adopted from time
to time by the Board;
●
reviewing and approving any new equity compensation plan or any
material change to an existing plan; and
●
reviewing and approving any stock option award or any other type of
award as may be required for complying with any tax, securities, or
other regulatory requirement, or otherwise determined to be
appropriate or desirable by the committee or Board.
Corporate Governance and Nominating Committee
The
Corporate Governance and Nominating Committee of our Board is
comprised of Dr. Gin, who serves as the committee chairman, Mr.
Saxe and Dr. Underdown. Our Corporate Governance and Nominating
Committee charter is available on our website
at
www.vistagen.com
.
Under its charter, the Corporate Governance and Nominating
Committee is primarily responsible for, among other things, the
following:
●
monitoring the size and composition of the Board;
●
making recommendations to the board with respect to the nominations
or elections of our directors;
●
reviewing the adequacy of our corporate governance policies and
procedures and our Code of Business Conduct and Ethics, and
recommending any proposed changes to the board for approval;
and
●
considering any requests for waivers from our Code of Business
Conduct and Ethics and ensure that we disclose such waivers as may
be required by the exchange on which we are listed, if any, and
rules and regulations of the SEC.
-9-
Compensation Committee Interlocks and Insider
Participation
The
Compensation Committee of our Board consists of Dr. Underdown, Mr.
Saxe and Dr. Gin, each of whom is an independent, nonemployee
director. None of the members of the Compensation Committee has a
relationship that would constitute an interlocking relationship
with executive officers or directors of another
entity.
Board Leadership Structure
The
Board currently separates the roles of Chief Executive Officer and
Chairman of the Board in recognition of the differences between the
two roles. Our Chief Executive Officer, who is also a member of our
Board, is responsible for setting the strategic direction of the
Company and the day-to-day leadership and performance of the
Company, while the Chairman of the Board provides guidance to the
Chief Executive Officer and sets the agenda for the Board meetings
and presides over meetings of the Board. Although these roles are
currently separate, the Board believes it should be able to freely
select the Chairman of the Board based on criteria that it deems to
be in the best interest of the Company and its stockholders, and
therefore one person may, in the future, serve as both the Chief
Executive Officer and Chairman of the Board.
Board Role in Risk Assessment
Management,
in consultation with outside professionals, as applicable,
identifies risks associated with the Company’s operations,
strategies and financial statements. Risk assessment is also
performed through periodic reports received by the Audit Committee
from management, counsel and the Company’s independent
registered public accountants relating to risk assessment and
management. Audit Committee members meet privately in executive
sessions with representatives of the Company’s independent
registered public accountants. The Board also provides risk
oversight through its periodic reviews of the financial and
operational performance of the Company.
Code of Ethics
We have adopted a Code of Business Conduct and
Ethics applicable to our employees, officers and
directors. Our Code of Business Conduct and Ethics is
available on our website at
www.vistagen.com
. We
intend to disclose any future amendments to certain provisions of
our Code of Business Conduct and Ethics, or waivers of these
provisions, on our website or in filings with the SEC under the
Exchange Act.
Stockholder Communications
If
you wish to communicate with the Board, you may send your
communication in writing to:
VistaGen
Therapeutics, Inc.
343
Allerton Avenue
South
San Francisco, California 94080
Attn:
Corporate Secretary
You
must include your name and address in the written communication and
indicate whether you are a stockholder of the Company. The
Corporate Secretary will review any communication received from a
stockholder, and all material and appropriate communications from
stockholders will be forwarded to the appropriate director or
directors or committee of the Board based on the subject
matter.
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF
DIRECTORS
The Audit Committee has reviewed and discussed
with management and OUM & Co. LLP (
OUM
), our independent registered public accounting
firm, the audited consolidated financial statements in the VistaGen
Therapeutics, Inc. Annual Report on Form 10-K for the year ended
March 31, 2018. The Audit Committee has also discussed with OUM
those matters required to be discussed by Public Company Accounting
Oversight Board (
PCAOB
) Auditing Standard No. 16.
OUM
also provided the Audit Committee with the written disclosures and
the letter required by the applicable requirements of the PCAOB
regarding the independent auditor’s communication with the
Audit Committee concerning independence. The Audit Committee has
discussed with the registered public accounting firm their
independence from our Company.
-10-
Based
on its discussions with management and the registered public
accounting firm, and its review of the representations and
information provided by management and the registered public
accounting firm, including as set forth above, the Audit Committee
recommended to our Board of Directors that the audited financial
statements be included in our Annual Report on Form 10-K for the
year ended March 31, 2018.
|
|
Respectfully
Submitted by:
MEMBERS OF THE AUDIT
COMMITTEE
Jon
S. Saxe, Audit Committee Chairman
Jerry
B. Gin
Brian
J. Underdown
|
Dated:
June 22, 2018
The information contained above under the caption
“
Report of the Audit Committee
of the Board of Directors
” shall not be deemed to be soliciting
material or to be filed with the SEC, nor shall such information be
incorporated by reference into any future filing under the
Securities Act of 1933, as amended, or the Exchange Act, except to
the extent that we specifically incorporate it by reference into
such filing.
PROPOSAL NO. 2
RATIFICATION OF THE APPOINTMENT OF
OUM & CO. LLP TO SERVE AS THE COMPANY'S
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT FISCAL
YEAR
Upon recommendation of the Audit Committee of the
Board, the Board appointed OUM & Co. LLP (
OUM
) as our independent registered public
accounting firm for the current fiscal year and hereby recommends
that the stockholders ratify such appointment.
The
Board may terminate the appointment of OUM as the Company’s
independent registered public accounting firm without the approval
of the Company’s stockholders whenever the Board deems such
termination necessary or appropriate.
Representatives
of OUM will be present at the Annual Meeting or available by
telephone and will have an opportunity to make a statement if they
so desire and to respond to appropriate questions from
stockholders.
Fees and Services
OUM
served as our independent registered public accounting firm for the
fiscal years ended March 31, 2018 and 2017. Information provided
below includes fees for professional services provided to us by OUM
for our fiscal years ended March 31, 2018 and 2017.
|
|
Fiscal
Years Ended
March
31,
|
|
|
|
2018
|
2017
|
|
|
|
|
|
Audit
fees
|
$
216,041
|
$
204,250
|
|
Audit-related
fees
|
114,609
|
69,250
|
|
Tax
fees
|
14,897
|
16,000
|
|
All other
fees
|
-
|
-
|
|
Total
fees
|
$
345,547
|
$
289,500
|
Audit
Fees:
Audit
fees include fees billed for the annual audit of the
Company’s financial statements and quarterly reviews for the
fiscal years ended March 31, 2018 and 2017, and for services
normally provided by OUM in connection with routine statutory and
regulatory filings or engagements.
-11-
Audit-Related Fees:
Audit-related fees include fees billed for
assurance and related services that are reasonably related to the
performance of the annual audit or reviews of the Company’s
financial statements and are not reported under
“
Audit Fees
.” During our fiscal years ended
March 31, 2018 and 2017, OUM billed the Company for services
related to consents for the use of its audit opinion in the
Company’s filings of Registration Statements on Form S-3,
Form S-1, and Form S-8 that included or incorporated by reference
the Company’s audited financial statements for the fiscal
years ended March 31, 2017 and
2016.
Tax Fees:
Tax
fees include fees for professional services for tax compliance, tax
advice and tax planning for the tax years ended March 31, 2018 and
2017.
All Other Fees:
All
other fees include fees for products and services other than those
described above. During our fiscal years ended March 31,
2018 and 2017, no such fees were billed by OUM.
Required Vote and Recommendation
Ratification of the
selection of OUM as the Company’s independent registered
public accounting firm for our fiscal year ending March 31, 2019
requires the affirmative vote of a majority of the shares present
or represented by proxy and entitled to vote at the Annual Meeting.
Unless otherwise instructed on the proxy or unless authority to
vote is withheld, shares represented by executed proxies will be
voted “FOR” the ratification of OUM as the
Company’s independent registered public accounting firm for
our fiscal year ending March 31, 2019.
The
Board unanimously recommends that stockholders vote
“
FOR
”
the ratification of the selection of OUM as our independent
registered public accounting firm for our fiscal year ending March
31, 2019.
-12-
EXECUTIVE COMPENSATION
Executive Officers
The
Company’s executive officers are appointed by the Board and
serve at the discretion of the Board, subject to the terms of any
employment agreements they may have with the Company. The following
is a brief description of the present and past business experience
of each of the Company’s current executive
officers.
|
Name
|
|
Age
|
|
Position
|
|
Shawn
K. Singh, JD
|
|
55
|
|
Chief
Executive Officer and Director
|
|
H.
Ralph Snodgrass, Ph.D.
|
|
68
|
|
Founder,
President, Chief Scientific Officer and Director
|
|
Mark
A. Smith, M.D., Ph.D.
|
|
62
|
|
Chief
Medical Officer
|
|
Jerrold
D. Dotson, CPA
|
|
65
|
|
Vice
President, Chief Financial Officer and Secretary
|
|
Mark
A. McPartland
|
|
52
|
|
Vice
President, Corporate Development
|
Shawn K.
Singh, JD
Please see Mr.
Singh’s biography on page 3 of this Proxy Statement, under
the section titled “
Directors
.”
H. Ralph
Snodgrass, Ph.D.
Please see Dr.
Snodgrass’s biography on page 4 of this Proxy Statement,
under the section titled “
Directors
.”
-13-
Mark A.
Smith, M.D., Ph.D.
joined VistaGen as our Chief Medical Officer
effective June 18, 2016. Dr. Smith served as the
Clinical Lead for Neuropsychiatry at Teva Pharmaceuticals from
November 2013 through June 2016. He served as Senior
Director of Experimental Medicine, Global Clinical Development and
Innovation at Shire Pharmaceuticals from September 2012 to
October 2013 and at AstraZeneca Pharmaceutical Company as
Executive Director of Clinical Development and in other senior
positions from June 2000 through September 2012. He served as
a Senior Investigator and Principal Research Scientist in CNS
Diseases Research at DuPont Pharmaceutical Company from 1996 to
2000 and in the Biological Psychiatry and Clinical
Neuroendocrinology Branches of the National Institute of Mental
Health from 1987 through 1996. Dr. Smith has significant
expertise in drug discovery and development and clinical trial
design and execution, having directed approximately fifty clinical
trials from Phase 0 through Phase II B and served as
project leader in both the discovery and development of
approximately twenty investigational new drugs aimed at depression,
anxiety, schizophrenia and other disorders. Dr. Smith
received his Bachelor of Science and Master of Science degrees in
Molecular Biophysics and Biochemistry from Yale University; his M.D
and Ph.D. in Physiology and Pharmacology from the University of
California, San Diego and completed his residency at Duke
University Medical Center.
Jerrold D.
Dotson, CPA
has served as our Chief Financial Officer since
September 2011, as our Corporate Secretary since October 2013 and
as a Vice President since February 2014. Mr. Dotson served as
Corporate Controller for Discovery Foods Company, a privately held
Asian frozen foods company from January 2009 to September
2011. From February 2007 through September 2008, Mr.
Dotson served as Vice President, Finance and Administration
(principal financial and accounting officer) for Calypte Biomedical
Corporation (OTCBB: CBMC), a publicly held biotechnology
company. Mr. Dotson served as Calypte’s Corporate
Secretary from 2001 through September 2008. He also
served as Calypte’s Director of Finance from January 2000
through July 2005 and was a financial consultant to Calypte from
August 2005 through January 2007. Prior to joining
Calypte, from 1988 through 1999, Mr. Dotson worked in various
financial management positions, including Chief Financial Officer,
for California & Hawaiian Sugar Company, a privately held
company. Mr. Dotson is licensed as a CPA in California
and received his B.S. degree in Business Administration with a
concentration in accounting from Abilene Christian
College.
Mark A.
McPartland
has served as
our
Vice-President, Corporate
Development since October 2016. Mr. McPartland previously served as
the Vice President of Corporate Development and Communications at
Stellar Biotechnologies, Inc. (NASDAQ: SBOT), a leader in
sustainable manufacture of KLH, an immune-stimulating protein
widely used in the field of active immunotherapy, from November
2013 to September 2016. While at Stellar, Mr. McPartland was
responsible for transforming and expanding its capital markets and
corporate communications strategy, while also supporting its global
business development activities. From September 2011 to November
2013, Mr. McPartland served as Senior Vice President at MZ Group, a
subsidiary of @titude Global, the world's largest independent
global investor relations consulting firm, and from January 2005 to
January 2011, he served as Vice President and Partner at Alliance
Advisors, LLC where he specialized in the implementation of capital
markets strategy, market positioning and financial communications,
and Regional Vice President of Hayden Communications, Inc. where he
led investor relations and corporate communications programs for
micro and small cap companies. Mr. McPartland received his
Bachelors in Business Administration and Marketing from Coastal
Carolina University.
Our Compensation Objectives
Our
compensation practices are designed to attract key employees and to
retain, motivate and reward our executive officers for their
performance and contribution to our long-term success. Our Board of
Directors, through the Compensation Committee, seeks to compensate
our executive officers by combining short and long-term cash and
equity incentives. It also seeks to reward the achievement of
corporate and individual performance objectives, and to align
executive officers’ incentives with stockholder value
creation. When possible, the compensation committee seeks to tie
individual goals to the area of the executive officer’s
primary responsibility. These goals may include the achievement of
specific financial or business development goals. Also, when
possible and appropriate taking into account the Company’s
financial condition and other related facts and circumstances, the
compensation committee seeks to set performance goals that reach
across all business areas and include achievements in
finance/business development and corporate
development.
The
Compensation Committee makes decisions regarding salaries, annual
bonuses, if any, and equity incentive compensation for our
executive officers, approves corporate goals and objectives
relevant to the compensation of the Chief Executive Officer and our
other executive officers. The Compensation Committee solicits input
from our Chief Executive Officer regarding the performance of our
other executive officers. Finally, the Compensation Committee also
administers our incentive compensation and benefit
plans.
-14-
Although
we have no formal policy for a specific allocation between current
and long-term compensation, or cash and non-cash compensation, when
possible and appropriate taking into account the Company’s
financial condition and other related facts and circumstances, we
seek to implement a pay mix for our officers with a relatively
equal balance of both, providing a competitive salary with a
significant portion of compensation awarded on both corporate and
personal performance.
Compensation Components
As
a general rule, and when possible and appropriate taking into
account the Company’s financial condition and other related
facts and circumstances, our compensation consists primarily of
three elements: base salary, annual bonus and long-term equity
incentives. We describe each element of compensation in more detail
below.
Base Salary
Base
salaries for our executive officers are established based on the
scope of their responsibilities and their prior relevant
experience, taking into account competitive market compensation
paid by other companies in our industry for similar positions and
the overall market demand for such executives, both initially at
the time of hire and thereafter, to ensure that we retain our
executive management team. An executive officer’s base salary
is also determined by reviewing the executive officer’s other
compensation to ensure that the executive officer’s total
compensation is in line with our overall compensation
philosophy.
Base
salaries are reviewed periodically as deemed necessary by the
Compensation Committee and increased for merit reasons, based on
the executive officers’ success in meeting or exceeding
individual objectives. Additionally, we may adjust base salaries as
warranted throughout the year for promotions or other changes in
the scope or breadth of an executive officer’s role or
responsibilities.
Annual Bonus
The Compensation Committee assesses the level of
the executive officer’s achievement of meeting individual
goals, as well as that executive officer’s contribution
towards our corporate-wide goals. The amount of the cash bonus
depends on the level of achievement of the individual performance
goals, with a target bonus generally set as a percentage of base
salary and based on the achievement of pre-determined
milestones. During the years ended March 31, 2018 and
2017, each Named Executive Officer (
NEO
) serving during those periods was awarded a bonus
by the Compensation Committee in the amount set forth in the
Summary Compensation Table below.
Long-Term Equity Incentives
The
Compensation Committee believes that to attract and retain
management, key employees and non-management directors the
compensation paid to these persons should include, in addition to
base salary and potential annual cash incentives, equity-based
compensation that is competitive with peer
companies. The Compensation Committee determines the
amount and terms of equity-based compensation granted under our
stock option plans or pursuant to other awards made to our
executives and key employees.
-15-
Summary Compensation Table
The
following table shows information regarding the compensation of our
NEOs for services performed in the fiscal years ended March 31,
2018 and 2017.
|
|
|
|
|
|
|
All
|
|
|
|
|
|
|
|
Option
|
Other
|
|
|
|
|
Fiscal
|
Salary
|
Bonus
|
Awards
(6)
|
Compensation
|
Total
|
|
Name and Principal Position
|
|
Year
|
Year
|
($)
|
($)
|
($)
|
($)
|
|
|
|
|
|
|
|
|
|
|
Shawn K. Singh
(1)
|
|
2018
|
424,597
|
197,500
|
641,934
(7)
|
-
|
1,264,031
|
|
Chief Executive Officer
|
|
2017
|
385,107
|
173,750
|
757,210
(8)
|
-
|
1,316,067
|
|
|
|
|
|
|
|
|
|
|
H. Ralph Snodgrass, Ph.D.
(2)
|
|
2018
|
376,224
|
125,000
|
436,980
(7)
|
-
|
938,204
|
|
President. Chief Scientific Officer
|
|
2017
|
340,625
|
152,500
|
520,946
(8)
|
-
|
1,014,071
|
|
|
|
|
|
|
|
|
|
|
Mark A. Smith, M.D., Ph.D.
(3)
|
|
2018
|
376,224
|
125,000
|
458,461
(7)
|
-
|
959,685
|
|
Chief Medical Officer
|
|
2017
|
275,737
|
-
|
654,238
(8)
|
-
|
929,975
|
|
|
|
|
|
|
|
|
|
|
Jerrold D. Dotson
(4)
|
|
2018
|
322,477
|
125,000
|
423,935
(7)
|
-
|
871,412
|
|
Vice President, Chief Financial
|
|
2017
|
289,583
|
100,000
|
318,018
(8)
|
-
|
707,601
|
|
Officer and Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark A. McPartland
(5)
|
|
2018
|
240,833
|
60,000
|
323,984
(8)
|
-
|
624,817
|
|
Vice President, Corporate Development
|
|
|
|
|
|
|
|
|
(1)
|
Mr. Singh became Chief Executive Officer of
VistaGen Therapeutics, Inc. (a California corporation)
(
VistaGen
California
) on August 20, 2009
and our Chief Executive Officer in May 2011, in connection with the
Merger. In our fiscal years ended March 31, 2018 and
2017, Mr. Singh’s annual base cash salary, pursuant to his
January 2010 employment agreement, as amended in June 2016, was
contractually set at $395,000. The Compensation Committee adjusted
Mr. Singh’s base annual salary to $434,460 effective in July
2017. Pursuant to his employment agreement, Mr. Singh is eligible
to receive an annual cash incentive bonus of up to fifty percent
(50%) of his base cash salary. The base salary amount for the
fiscal year ended March 31, 2017 excludes $226,207 paid to Mr.
Singh in fiscal 2017 for accrued but unpaid salary earned and
expensed in years prior to fiscal 2016.
|
|
|
|
|
(2)
|
Through
August 20, 2009, Dr. Snodgrass served as VistaGen
California’s President and Chief Executive Officer, at which
time he became its President and Chief Scientific
Officer. He became our President and Chief Scientific
Officer in May 2011, in connection with the Merger. In
our fiscal years ended March 31, 2018 and 2017, Dr.
Snodgrass’ annual base cash salary, pursuant to his January
2010 employment agreement, as amended in June 2016, was
contractually set at $350,000. The Compensation Committee adjusted
Dr. Snodgrass’ base annual salary to $384,965 effective in
July 2017. Pursuant to his employment agreement, Dr. Snodgrass
is eligible to receive an annual cash incentive bonus of up to
fifty percent (50%) of his base cash salary. The base salary
amount for the fiscal year ended March 31, 2017 excludes $75,359
paid to Dr. Snodgrass in fiscal 2017 for accrued but unpaid salary
earned and expensed in years prior to fiscal
2016.
|
|
|
|
|
(3)
|
Dr.
Smith became our Chief Medical Officer upon his employment
effective June 18, 2016. During our fiscal year ended March 31,
2017, Dr. Smith’s annual base cash salary was $350,000. The
Compensation Committee adjusted Dr. Smith’s base annual
salary to $384,965 effective in July 2017.
|
|
|
|
|
(4)
|
Mr.
Dotson served as Chief Financial Officer on a contract basis from
September 19, 2011 through August 2012, at which time he became our
full-time employee. During our fiscal year ended March
31, 2017, Mr. Dotson’s annual base cash salary was $300,000.
The Compensation Committee adjusted Mr. Dotson’s base annual
salary to $329,970 effective in July 2017.
|
|
|
|
|
(5)
|
Mr. McPartland
has served as our
Vice-President, Corporate Development since
October 2016 and was designated a NEO in September 2017.
Accordingly, no compensation information is provided for Mr.
McPartland for our fiscal year ended March 31, 2017. The
Compensation Committee adjusted Mr. McPartland’s base annual
salary to $250,000 effective in July 2017.
|
|
|
|
|
(6)
|
The amounts in the Option Awards column represent
the aggregate grant date fair value of options to purchase shares
of our common stock awarded to Mr. Singh, Dr. Snodgrass, Dr. Smith,
Mr. Dotson and Mr. McPartland during the fiscal year presented,
computed in accordance with the Financial Accounting Standards
Board’s Accounting Standards Codification Topic 718,
Compensation – Stock Compensation (
ASC 718
). The amounts in this column do not represent any
cash payments actually received by the NEOs with respect to any of
such options to purchase shares of our common stock awarded to them
during the periods presented. To date, none of the NEOs have
exercised any of such options to purchase common stock, and there
can be no assurance that any of them will ever realize any of the
ASC 718 grant date fair value amounts presented in the Option
Awards column.
|
|
(7)
|
The
table below provides information regarding the option awards we
granted to Mr. Singh, Dr. Snodgrass, Dr. Smith, Mr. Dotson and Mr.
McPartland during Fiscal 2018 and the assumptions used in the Black
Scholes Option Pricing Model to determine the grant date fair
values of the respective awards and modifications
|
-16-
|
Option Award
Compensation – Fiscal Year Ended March 31, 2018
|
Option
Grant
|
Option
Grant
|
Option
Grant
|
|
|
|
4/26/2017
|
9/19/2017
|
2/2/2018
|
Total
|
|
|
|
|
|
|
|
Singh
|
$
241,685
|
$
142,474
|
$
257,775
|
$
641,934
|
|
Snodgrass
|
172,632
|
113,979
|
150,369
|
436,980
|
|
Smith
|
172,632
|
113,979
|
171,850
|
458,461
|
|
Dotson
|
138,106
|
113,979
|
171,850
|
423,935
|
|
McPartland
|
138,106
|
56,990
|
128,888
|
323,984
|
|
|
$
863,161
|
$
541,401
|
$
880,731
|
$
2,285,293
|
|
Option Shares
Granted - Fiscal Year Ended March 31, 2018
|
Option
Grant
|
Option
Grant
|
Option
Grant
|
|
|
|
4/26/2017
|
9/19/2017
|
2/2/2018
|
Total
|
|
|
|
|
|
|
|
Singh
|
175,000
|
125,000
|
300,000
|
600,000
|
|
Snodgrass
|
125,000
|
100,000
|
175,000
|
400,000
|
|
Smith
|
125,000
|
100,000
|
200,000
|
425,000
|
|
Dotson
|
100,000
|
100,000
|
200,000
|
400,000
|
|
McPartland
|
100,000
|
50,000
|
150,000
|
300,000
|
|
|
625,000
|
475,000
|
1,025,000
|
2,125,000
|
|
Option Award
Assumptions – Fiscal Year Ended March 31, 2018
|
Option
Grant
|
Option
Grant
|
Option
Grant
|
|
|
|
4/26/2017
|
9/19/2017
|
2/2/2018
|
|
|
Market
price per share
|
$
1.96
|
$
1.56
|
$
1.16
|
|
|
Exercise
price per share
|
$
1.96
|
$
1.56
|
$
1.16
|
|
|
Risk-free
interest rate
|
1.98
%
|
1.90
%
|
2.63
%
|
|
|
Volatility
|
82.3
%
|
91.4
%
|
92.4
%
|
|
|
Expected
term (years)
|
6.0
|
5.5
|
5.5
|
|
|
Dividend
rate
|
0
%
|
0
%
|
0
%
|
|
|
|
|
|
|
|
|
Fair
value per share
|
$
1.38
|
$
1.14
|
$
0.86
|
|
|
Aggregate
shares
|
625,000
|
475,000
|
1,025,000
|
|
|
(8)
|
The
table below provides information regarding the option awards we
granted to Mr. Singh, Dr. Snodgrass, Dr. Smith and Mr. Dotson
during Fiscal 2017 and the assumptions used in the Black Scholes
Option Pricing Model to determine the grant date fair values of the
respective awards and modifications
|
|
Option Award
Compensation – Fiscal Year Ended March 31, 2017
|
Option
Grant
|
Option
Grant
|
|
|
|
6/19/2016
|
11/9/2016
|
Total
|
|
|
|
|
|
|
Singh
|
$
484,700
|
$
272,510
|
$
757,210
|
|
Snodgrass
|
302,938
|
218,008
|
520,946
|
|
Smith
|
436,230
|
218,008
|
654,238
|
|
Dotson
|
181,763
|
136,255
|
318,018
|
|
|
$
1,405,631
|
$
844,781
|
$
2,250,412
|
-17-
|
Option Award
Assumptions – Fiscal Year Ended March 31, 2017
|
Option
Grant
|
Option
Grant
|
|
|
|
6/19/2016
|
11/9/2016
|
|
|
Market
price per share
|
$
3.49
|
$
3.80
|
|
|
Exercise
price per share
|
$
3.49
|
$
3.80
|
|
|
Risk-free
interest rate
|
1.31
%
|
1.71
%
|
|
|
Volatility
|
79.82
%
|
83.17
%
|
|
|
Expected
term (years)
|
6.25
|
6.25
|
|
|
Dividend
rate
|
0
%
|
0
%
|
|
|
|
|
|
|
|
Fair
value per share
|
$
2.42
|
$
2.73
|
|
|
Aggregate
shares
|
580,000
|
310,000
|
|
On
June 19, 2016, Mr. Singh, Dr. Snodgrass, Dr. Smith and Mr. Dotson
were granted options to purchase 200,000, 125,000, 180,000 and
75,000 restricted shares of our common stock, respectively. On
November 9, 2016, Mr. Singh, Dr. Snodgrass, Dr. Smith and Mr.
Dotson were granted options to purchase 100,000, 80,000, 80,000 and
50,000 restricted shares of our common stock,
respectively.
None
of the NEOs is entitled to any perquisites or other personal
benefits that, in the aggregate, are worth over $50,000 or over 10%
of their base salary.
Benefit Plans
401(k) Plan
We
maintain, through a registered agent, a retirement and deferred
savings plan for our officers and employees. This plan is intended
to qualify as a tax-qualified plan under Section 401(k) of the
Internal Revenue Code of 1986, as amended. The retirement and
deferred savings plan provides that each participant may contribute
a portion of his or her pre-tax compensation, subject to statutory
limits. Under the plan, each employee is fully vested in his or her
deferred salary contributions. Employee contributions are held and
invested by the plan’s trustee. The retirement and deferred
savings plan also permits us to make discretionary contributions
subject to established limits and a vesting schedule. To
date, we have not made any discretionary contributions to the
retirement and deferred savings plan on behalf of participating
employees.
-18-
Outstanding Warrants and Options at March 31, 2018
The
following table provides information regarding each unexercised
stock option and warrant to purchase restricted shares of our
common stock held by each of the named executive officers as of
March 31, 2018.
|
|
Stock Options and Warrants
|
|
||
|
Name
|
Number of Securities Underlying Unexercised Options and
Warrants
(#) Exercisable
|
Number of Securities
Underlying Unexercised Options and Warrants
(#) Unexercisable
|
Exercise
Price
($)
|
Expiration
Date
|
|
|
|
|
|
|
|
Shawn K. Singh
|
3,000
|
-
|
10.00
|
3/24/2019
|
|
|
1,125
|
-
|
10.00
|
6/17/2019
|
|
|
50,000
|
-
|
10.00
|
11/4/2019
|
|
|
21,250
|
-
|
10.00
|
12/30/2019
|
|
|
5,000
|
-
|
10.00
|
4/26/2021
|
|
|
4,017
|
-
|
7.00
|
3/19/2019
|
|
|
1,786
|
-
|
7.00
|
3/19/2019
|
|
|
72,000
|
-
|
7.00
|
3/3/2023
|
|
|
150,000
|
-
|
7.00
|
1/11/2020
|
|
`
|
250,000
|
-
|
7.00
|
9/2/2020
|
|
|
87,499
|
112,501
(1)
|
3.49
|
6/19/2026
|
|
|
44,444
(2)
|
55,556
(2)
|
3.80
|
11/9/2026
|
|
|
-
|
175,000
(3)
|
1.96
|
4/26/2027
|
|
|
62,499
|
62,501
(4)
|
1.56
|
9/19/2027
|
|
|
84,375
|
215,625
(5)
|
1.16
|
2/2/2028
|
|
Total:
|
686,995
|
621,183
|
|
|
|
|
|
|
|
|
|
H.
Ralph Snodgrass, Ph.D.
|
2,500
|
-
|
10.00
|
3/24/2019
|
|
|
1,250
|
-
|
10.00
|
6/17/2019
|
|
|
12,500
|
-
|
10.00
|
12/30/2019
|
|
|
50,000
|
-
|
7.00
|
3/3/2023
|
|
|
2,500
|
-
|
7.00
|
3/19/2024
|
|
|
7,500
|
-
|
7.00
|
3/19/2024
|
|
|
100,000
|
-
|
7.00
|
1/11/2020
|
|
|
150,000
|
-
|
7.00
|
9/20/2020
|
|
|
54,687
|
70,313
(1)
|
3.49
|
6/19/2026
|
|
|
35,555
(2)
|
44,445
(2)
|
3.80
|
11/9/2026
|
|
|
-
|
125,000
(3)
|
1.96
|
4/26/2027
|
|
|
49,999
|
50,001
(4)
|
1.56
|
9/19/2027
|
|
|
49,218
|
125,782
(5)
|
1.16
|
2/2/2028
|
|
Total:
|
515,709
|
415,541
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark
A. Smith, M.D. Ph.D.
|
78,749
|
101,251
(1)
|
3.49
|
6/19/2026
|
|
|
35,555
(2)
|
44,445
(2)
|
3.80
|
11/9/2026
|
|
|
-
|
125,000
(3)
|
1.96
|
4/26/2027
|
|
|
49,999
|
50,001
(4)
|
1.56
|
9/19/2027
|
|
|
56,250
|
143,750
(5)
|
1.16
|
2/2/2028
|
|
Total:
|
220,553
|
464,447
|
|
|
|
|
|
|
|
|
|
Jerrold
D. Dotson
|
5,001
|
-
|
10.00
|
10/30/2022
|
|
|
1,000
|
-
|
8.00
|
10/27/2023
|
|
|
10,000
|
-
|
7.00
|
3/3/2023
|
|
|
5,000
|
-
|
7.00
|
3/19/2024
|
|
|
50,000
|
-
|
7.00
|
1/11/2020
|
|
|
32,812
|
42,188
(1)
|
3.49
|
6/19/2026
|
|
|
22,222
(2)
|
27,778
(2)
|
3.80
|
11/9/2026
|
|
|
-
|
100,000
(3)
|
1.96
|
4/26/2027
|
|
|
49,999
|
50,001
(4)
|
1.56
|
9/19/2027
|
|
|
56,250
|
143,750
(5)
|
1.16
|
2/2/2028
|
|
Total:
|
232,284
|
363,717
|
|
|
|
|
|
|
|
|
|
Mark
A. McPartland
|
46,874
|
78,126
|
4.27
|
9/29/2026
|
|
|
17,777
(6)
|
22,223
(6)
|
3.80
|
11/9/2026
|
|
|
-
|
100,000
(3)
|
1.96
|
4/26/2027
|
|
|
24,999
|
25,001
(4)
|
1.56
|
9/19/2027
|
|
|
42,187
|
107,813
(5)
|
1.16
|
2/2/2028
|
|
Total:
|
131,837
|
333,163
|
|
|
-19-
|
(1)
|
Represents
an option to purchase shares of our common stock granted on June
19, 2016 when the market price of our common stock was $3.49 per
share. The option became exercisable for 25% of the
shares granted on June 19, 2017 with the remaining shares becoming
exercisable ratably monthly through June 19, 2020, when all shares
granted will be fully exercisable.
|
|
(2)
|
Represents an option to purchase shares of our
common stock granted on November 9, 2016 when the market price of
our common stock was $3.80 per share. The option became
exercisable for 1/36th
of the
shares granted each month beginning December 9, 2016 through
November 9, 2019, when all shares granted will be fully
exercisable.
|
|
(3)
|
Represents
an option to purchase shares of our common stock granted on April
26, 2017 when the market price of our common stock was $1.96 per
share. The option become exercisable for 33.33% of the
shares granted on April 26, 2018 with the remaining shares becoming
exercisable ratably monthly through April 26, 2020, when all shares
granted will be fully exercisable.
|
|
(4)
|
Represents
an option to purchase shares of our common stock granted on
September 19, 2017 when the market price of our common stock was
$1.56 per share. The option became exercisable for
33.33% of the shares granted immediately upon grant, with the
remaining shares becoming exercisable ratably monthly through
September 19,2019, when all shares granted will be fully
exercisable.
|
|
(5)
|
Represents
an option to purchase shares of our common stock granted on
February 2, 2018 when the market price of our common stock was
$1.16 per share. The option became exercisable for 25%
of the shares granted immediately upon grant, with the remaining
shares becoming exercisable ratably monthly through February 2,
2020, when all shares granted will be fully
exercisable.
|
|
(6)
|
Represents
an option to purchase shares of our common stock granted on
September 29, 2016 when the market price of our common stock was
$4.27 per share. The option became exercisable for 25%
of the shares granted on September 29, 2017, with the remaining
shares becoming exercisable ratably monthly through September 29,
2020, when all shares granted will be fully
exercisable.
|
Employment or Severance Agreements
We
have employment agreements with Mr. Singh and Dr. Snodgrass, the
material terms of which are described below.
-20-
Singh Agreement
We
entered into an employment agreement with Mr. Singh on April 28,
2010. Under the agreement, as amended on June 22, 2016, Mr.
Singh’s base salary was increased from $347,500 per year to
$395,000 per year, effective June 16, 2016.
The Compensation Committee adjusted Mr.
Singh’s base annual salary to $434,460 effective in July
2017. Under his agreement,
Mr. Singh is eligible to receive
an annual incentive cash bonus of up to 50% of his base salary, and
he received cash bonus payments of $197,500 and $173,750 in our
fiscal years ended March 31, 2018 and 2017, respectively. Payment
of his annual incentive bonus is at the discretion of our Board of
Directors. In the event we terminate Mr. Singh’s employment
without cause, he is entitled to receive severance in an amount
equal to:
●
twelve months of his then-current base salary payable in the form
of salary continuation;
●
a pro-rated portion of the incentive cash bonus that the Board of
Directors determines in good faith that Mr. Singh earned prior to
his termination; and
●
such amounts required to reimburse him for
Consolidated Omnibus Budget Reconciliation Act (
COBRA
)
payments for continuation of his medical health benefits for such
twelve-month period.
In
addition, in the event Mr. Singh terminates his employment with
“good reason” following a “change of
control” (each as defined below), he is entitled to twelve
months of his then-current base salary payable in the form of
salary continuation.
Snodgrass Agreement
We
entered into an employment agreement with Dr. Snodgrass on April
28, 2010. Under the agreement, as amended on June 22, 2016, Dr.
Snodgrass’s base salary was increased from $305,000 per year
to $350,000 per year, effective June 16, 2016.
The Compensation Committee adjusted Dr.
Snodgrass’ base annual salary to $384,965 effective in July
2017.
Under his agreement, Dr. Snodgrass is eligible to
receive an annual incentive cash bonus of up to 50% of his base
salary, and he received cash bonus payments of $125,000 and
$152,500 in our fiscal years ended March 31, 2018 and 2017,
respectively. Payment of his annual incentive bonus is at the
discretion of the Board of Directors. In the event we terminate Dr.
Snodgrass’s employment without cause, he is entitled to
receive severance in an amount equal to:
●
twelve months of his then-current base salary payable in the form
of salary continuation;
●
a pro-rated portion of the incentive bonus that the Board of
Directors determines in good faith that Dr. Snodgrass earned prior
to his termination; and
●
such amounts required to reimburse him for COBRA payments for
continuation of his medical health benefits for such twelve-month
period.
In
addition, in the event Dr. Snodgrass terminates his employment
with "good reason" (as defined below), he is entitled to twelve
months of his then-current base salary payable in the form of
salary continuation.
Change of Control Provisions
Pursuant
to each of their respective employment agreements,
Dr. Snodgrass is entitled to severance if he terminates his
employment at any time for “good reason” (as defined
below), while Mr. Singh is entitled to severance if he
terminates his employment for good reason after a change of
control. Under their respective agreements, “good
reason” means any of the following events, if we affect the
event without the executive’s consent (subject to our right
to cure):
●
a material reduction in the executive’s responsibility;
or
●
a material reduction in the executive’s base salary except
for reductions that are comparable to reductions generally
applicable to similarly situated executives of
VistaGen.
-21-
Furthermore,
pursuant to their respective employment agreements and their stock
option award agreements, as amended, in the event we terminate the
executive without cause within twelve months of a change of
control, the executive’s remaining unvested option shares
become fully vested and exercisable. Upon a change of control in
which the successor corporation does not assume the
executive’s stock options, the stock options granted to the
executive become fully vested and exercisable.
Pursuant
to their respective employment agreements, a change of control
occurs when: (i) any “person” as such term is used
in Sections 13(d) and 14(d) of the Exchange Act (other than
VistaGen, a subsidiary, an affiliate, or a VistaGen employee
benefit plan, including any trustee of such plan acting as trustee)
becoming the “beneficial owner” (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of VistaGen representing 50% or more of the combined
voting power of VistaGen’s then outstanding securities;
(ii) a sale of substantially all of VistaGen’s assets;
or (iii) any merger or reorganization of VistaGen whether or
not another entity is the survivor, pursuant to which the holders
of all the shares of capital stock of VistaGen outstanding prior to
the transaction hold, as a group, fewer than 50% of the shares of
capital stock of VistaGen outstanding after the
transaction.
In
the event that, following termination of employment, amounts are
payable to an executive pursuant to his employment agreement, the
executive’s eligibility for severance is conditioned on
executive having first signed a release agreement.
Pursuant
to their respective employment agreements, the estimated amount
that could be paid by us assuming that a change of control occurred
on the last business day of our current fiscal year, is $434,460
for Mr. Singh and $384,965 for Dr. Snodgrass, excluding
the imputed value of accelerated vesting of incentive stock
options, if any.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDERS MATTERS
The
following table sets forth certain information with respect to the
beneficial ownership of our common stock as of July 20, 2018
for:
●
each stockholder known by us to be the beneficial owner of more
than 5% of our common stock;
●
each of our directors;
●
each of our named executive officers; and
●
all of our directors and executive officers as a
group.
Applicable
percentage ownership is based on 23,347,615 shares of common stock
outstanding at July 20, 2018. In computing the number of shares of
common stock beneficially owned by a person, we deemed to be
outstanding all shares of common stock subject to options or
warrants and all shares of preferred stock held by that person or
entity that are currently exercisable or exchangeable or that will
become exercisable or exchangeable within 60 days of July 20,
2018. In computing the percentage of shares beneficially
owned, we deemed to be outstanding all shares of common stock
subject to options or warrants and all shares of preferred stock
held by that person or entity that are currently exercisable or
exchangeable or that will become exercisable or exchangeable within
60 days of July 20, 2018. Unless otherwise noted below,
the address of each beneficial owner listed in the table is c/o
VistaGen Therapeutics, Inc., 343 Allerton Avenue, South San
Francisco, California 94080.
-22-
|
Name and address of beneficial owner
|
Number of shares beneficially owned
|
Percent
of shares beneficially
owned
(1)
|
|
Executive officers and directors:
|
|
|
|
Shawn K. Singh
(2)
|
1,052,112
|
4.32
%
|
|
H. Ralph Snodgrass, Ph.D.
(3)
|
704,540
|
2.94
%
|
|
Mark A. Smith, M.D., Ph.D.
(4)
|
359,576
|
1.52
%
|
|
Jerrold D. Dotson
(5)
|
444,885
|
1.87
%
|
|
Mark McPartland
(6)
|
231,036
|
*
|
|
Jon S. Saxe
(7)
|
219,692
|
*
|
|
Brian J. Underdown, Ph.D.
(8)
|
214,941
|
*
|
|
Jerry B. Gin, Ph.D., MBA
(9)
|
348,191
|
1.48
%
|
|
|
|
|
|
5% Stockholders:
|
|
|
|
Platinum Long Term Growth Fund VII/Montsant
Partners, LLC
(10)
|
4,433,612
|
16.16
%
|
|
Sphera Global Healthcare Master Fund
(11)
|
1,247,251
|
5.34
%
|
|
|
|
|
|
All executive officers and directors as a group (8
persons)
(12)
|
3,574,973
|
13.37
%
|
____________________
* less
than 1%
|
(1)
|
Based on 23,347,615
shares of common stock issued and outstanding as
of July 20, 2018.
|
|
(2)
|
Includes
options to purchase 548,075 shares of common stock exercisable
within 60 days of July 20, 2018 and warrants to purchase 477,803
restricted shares of common stock exercisable within 60 days of
July 20, 2018.
|
|
(3)
|
Includes
options to purchase 334,316 shares of common stock exercisable
within 60 days of July 20, 2018 and warrants to purchase 310,000
restricted shares of common stock exercisable within 60 days of
July 20, 2018.
|
|
(4)
|
Includes
options to purchase 359,576 shares of common stock exercisable
within 60 days of July 20, 2018.
|
|
(5)
|
Includes
options to purchase 279,885 shares of common stock exercisable
within 60 days of July 20, 2018, including options to purchase 626
shares of common stock held by Mr. Dotson’s wife, and
warrants to purchase 165,000 restricted shares of common stock
exercisable within 60 days of July 20, 2018.
|
|
(6)
|
Includes
options to purchase 231,036 shares of common stock exercisable
within 60 days of July 20, 2018.
|
|
(7)
|
Includes
options to purchase 134,566 shares of common stock exercisable
within 60 days of July 20, 2018 and warrants to purchase 83,250
restricted shares of common stock exercisable within 60 days of
July 20, 2018.
|
|
(8)
|
Includes
options to purchase 132,441 shares of common stock exercisable
within 60 days of July 20, 2018 and warrants to purchase 82,500
restricted shares of common stock exercisable within 60 days of
July 20, 2018.
|
|
(9)
|
Includes
50,000 restricted shares of common stock held by Dr. Gin’s
wife, options to purchase 148,191 shares of common stock
exercisable within 60 days of July 20, 2018 and warrants to
purchase 100,000 unregistered shares of common stock, including
warrants to purchase 50,000 shares held by Dr. Gin’s wife,
exercisable within 60 days of July 20, 2018.
|
-23-
|
(10)
|
Based upon information contained in SEC Form 13G/A
filed on February 18, 2015 by Platinum Long Term Growth Fund VII
(
PLTG
) and adjusted to give effect to the transactions
consummated between PLTG, Montsant Partners, LLC
(
Montsant
), a PLTG affiliate, and Platinum Partners Value
Arbitrage Fund, L.P. (In Official Liquidation) (
PPVA
), and us through July 20, 2018. The
number of beneficially owned shares
reported includes 637,500 restricted shares of common stock that
may currently be acquired by Montsant upon fixed exchange of
425,000 restricted shares of our Series A Preferred Stock
(
Series A
Preferred
). Pursuant to the
October 11, 2012 Note Exchange and Purchase Agreement by and
between us and PLTG. There is, however, a limitation on exchange
such that the number of shares of our common stock that may be
acquired by PLTG or its affiliates upon exchange of the Series A
Preferred is limited to the extent necessary to ensure that,
following such exchange, the total number of shares of our common
stock then beneficially owned by PLTG or its affiliates does not
exceed 9.99% of the total number of our then issued and outstanding
shares of common stock without providing us with 61 days’
prior notice thereof.
Further,
the reported number of shares beneficially owned by Montsant also
includes 1,131,669 shares of common stock pursuant to its ownership
of 1,131,669 shares of our Series B 10% Convertible Preferred Stock
(
Series B
Preferred
), immediately
convertible into a like number of shares of our common stock, but
excludes shares of common stock that may be issued as payment of
accrued but unpaid dividends on Montsant’s shares of Series B
Preferred. Pursuant to the terms of the Certificate of Designation
of the Relative Rights and Preferences of the Series B 10%
Convertible Preferred Stock, there is, however, a limitation on
conversion of the Series B Preferred such that the number of shares
of common stock that Montsant may beneficially acquire upon such
conversion is limited to the extent necessary to ensure that,
following such conversion, the total number of shares of common
stock then beneficially owned by PLTG or Montsant does not exceed
9.99% of the total number of then issued and outstanding shares of
our common stock without providing us with 61 days’ prior
notice thereof.
|
|
|
Further, the reported number of shares
beneficially owned by Montsant also includes 2,318,012 shares of
common stock pursuant to its ownership of 2,318,012 shares of our
Series C Convertible Preferred Stock (
Series C
Preferred
), immediately
convertible on a fixed 1:1 conversion basis into a like number of
shares of our restricted common stock. Pursuant to the terms of the
Certificate of Designation of the Relative Rights and Preferences
of the Series C Convertible Preferred Stock, there is, however, a
limitation on conversion of the Series C Preferred such that the
number of shares of common stock that Montsant may beneficially
acquire upon such conversion is limited to the extent necessary to
ensure that, following such conversion, the total number of shares
of common stock then beneficially owned by PLTG or Montsant does
not exceed 9.99% of the total number of then issued and outstanding
shares of our common stock without providing us with 61 days’
prior notice thereof. Excluding the shares otherwise subject to the
beneficial ownership restrictions noted above, PLTG, Montsant and
PPVA may be deemed to be the beneficial owner of 346,431
shares or 1.48% of our common
stock.
|
|
|
Matthew
Wright, Operating Manager of RHSW (Cayman) Ltd., and/or Moshe
Feuer, Chief Executive Officer and authorized signatory of BAM may,
subject to certain restrictions, be deemed to have voting and
investment control over the shares held by PPVA, PLTG and/or
Montsant. The address for PLTG, PPVA and Montsant is c/o BAM
Administrative Services LLC, 105 Madison Avenue, 19th Floor, New
York, NY 10016.
|
|
(11)
|
Based upon information contained in SEC Form 13F
filed on May 10, 2018 The number of shares reported excludes
immediately exercisable warrants to purchase 1,270,835 registered
shares of our common stock, which warrants are subject to a
limitation on exercise such that the number of shares of common
stock that Sphera Global Healthcare Master Fund and HFR HE Sphera
Global Healthcare Master Trust (together,
"Sphera"
) may beneficially acquire upon such exercise is
limited to the extent necessary to ensure that, following such
exercise, the total number of shares of common stock then
beneficially owned by Sphera does not exceed 4.99% of the total
number of issued and outstanding shares of our common stock without
providing us with 61 days’ prior notice thereof. The
primary business address of Sphera Global Healthcare Master Fund
and its affiliates is c/o Sphera Funds Management Ltd., 21
Ha’arba’ah Street, Tel Aviv 64739, Israel. Moshe Arkin
and Sphera Funds Management Ltd. have joint voting and investment
control over the shares held by Sphera.
|
|
(12)
|
Includes
options to purchase an aggregate of 804,574 shares of common stock
exercisable within 60 days of July 20, 2018 and warrants to
purchase an aggregate of 1,118,553 restricted shares of common
stock exercisable within 60 days of July 20, 2018.
|
-24-
Securities
Authorized for Issuance Under Equity Compensation
Plans
Equity Grants
As of
March 31, 2018, options to purchase a total of 5,300,338 registered
shares of our common stock were outstanding at a weighted average
exercise price of $2.43 per share, of which 1,818,962 options were
vested and exercisable at a weighted average exercise price of
$3.31 per share and 3,481,376 were unvested and not exercisable at
a weighted average exercise price of $1.96 per share. These options
were issued under our Amended and Restated 2016 Stock Incentive
Plan, formerly titled the 2008 Stock Incentive Plan (the
2016 Plan
), as described
below. At March 31, 2018, an additional 3,987,162 shares remained
available for future equity grants under our 2016
Plan.
|
Plan
category
|
Number
of securities
to
be issued upon
exercise
of
outstanding
options,
warrants
and rights
(a)
|
Weighted-average
exercise
price of
outstanding
options,
warrants
and
rights
(b)
|
Number
of securities
remaining available for
future issuance under
equity compensation plans
(excluding
securities
reflected
in column (a))
(c)
|
|
Equity compensation
plans approved by security holders
|
5,300,338
|
$
2.43
|
3,987,162
|
|
Equity compensation
plans not approved by security holders
|
--
|
|
--
|
|
Total
|
5,300,338
|
$
2.43
|
3,987,162
|
Amended and Restated 2016 Stock Incentive Plan
Our
Board unanimously approved the 2016 Plan on July 26, 2016, and our
stockholders approved it at our 2016 Annual Meeting of Stockholders
on September 26, 2016, and further amended it at our 2017 Annual
Meeting of Stockholders on September 15, 2017. The 2016 Plan
provides for the grant of stock options, restricted shares of
common stock, stock appreciation rights and dividend equivalent
rights, collectively referred to as “Awards”. Stock
options granted under the 2016 Plan may be either incentive stock
options under the provisions of Section 422 of the Internal Revenue
Code of 1986, as amended (the
Code
), or non-qualified stock options.
We may grant incentive stock options only to employees of the
Company or any parent or subsidiary of the Company. Awards other
than incentive stock options may be granted to employees, directors
and consultants. A total of 10.0 million shares of our common stock
are currently authorized for issuance under the 2016 Plan and as of
March 31, 2018, approximately 4.0 million registered shares remain
available for future equity grants under the plan.
The
Compensation Committee of the Board of Directors (the
Committee
), administers the 2016 Plan,
including selecting the Award recipients, determining the number of
shares to be subject to each Award, the exercise or purchase price
of each Award and the vesting and exercise periods of each
Award.
The
exercise price of all incentive stock options granted under the
2016 Plan must be at least equal to 100% of the fair market value
of the shares on the date of grant. The maximum term of an
incentive stock option granted to any other participant may not
exceed 10 years. The Committee determines the term and exercise or
purchase price of all other Awards granted under the 2016
Plan.
Under
the 2016 Plan, incentive stock options may not be sold, pledged,
assigned, hypothecated, transferred or disposed of in any manner
other than by will or by the laws of descent or distribution and
may be exercised, during the lifetime of the participant, only by
the participant. Other Awards shall be transferable:
●
by
will and by the laws of descent and distribution; and
●
during the
lifetime of the participant, to the extent and in the manner
authorized by the Committee by gift or pursuant to a domestic
relations order to members of the participant’s Immediate
Family (as defined in the 2016 Plan).
-25-
The
maximum number of shares with respect to which options and stock
appreciation rights may be granted to any participant in any
calendar year will be 300,000 shares of common stock. In connection
with a participant’s commencement of service with the
Company, a participant may be granted options and stock
appreciation rights for up to an additional 50,000 shares that
will not count against the foregoing limitation. In addition, for
Awards of restricted stock and restricted shares of common stock
that are intended to be “performance-based
compensation” (within the meaning of Section 162(m) of
the Code), the maximum number of shares with respect to which such
Awards may be granted to any participant in any calendar year will
be 300,000 shares of common stock. The limits described in this
paragraph are subject to adjustment in the event of any change in
our capital structure as described below.
The
terms and conditions of Awards are determined by the Committee,
including the vesting schedule and any forfeiture provisions.
Awards under the 2016 Plan may vest upon the passage of time or
upon the attainment of certain performance criteria. Although we do
not currently have any Awards outstanding that vest upon the
attainment of performance criteria, the Committee may establish
criteria based on any one of, or a combination of, a number of
financial measurements.
Effective
upon the consummation of a Corporate Transaction (as defined
below), all outstanding Awards under the 2016 Plan will terminate
unless the acquirer assumes or replaces such Awards. The Committee
has the authority, exercisable either in advance of any actual or
anticipated Corporate Transaction or Change in Control (as defined
below) or at the time of an actual Corporate Transaction or Change
in Control and exercisable at the time of the grant of an Award
under the 2016 Plan or any time while an Award remains outstanding,
to provide for the full or partial automatic vesting and
exercisability of one or more outstanding unvested Awards under the
2016 Plan and the release from restrictions on transfer and
repurchase or forfeiture rights of such Awards in connection with a
Corporate Transaction or Change in Control, on such terms and
conditions as the Committee may specify. The Committee also has the
authority to condition any such Award vesting and exercisability or
release from such limitations upon the subsequent termination of
the service of the grantee within a specified period following the
effective date of the Corporate Transaction or Change in Control.
The Committee may provide that any Awards so vested or released
from such limitations in connection with a Change in Control, shall
remain fully exercisable until the expiration or sooner termination
of the Award.
Under
the 2016 Plan, a Corporate Transaction is generally defined
as:
●
an
acquisition of securities possessing more than fifty percent (50%)
of the total combined voting power of our outstanding securities
but excluding any such transaction or series of related
transactions that the Committee determines shall not be a Corporate
Transaction;
●
a
reverse merger in which we remain the surviving entity but: (i) the
shares of common stock outstanding immediately prior to such merger
are converted or exchanged by virtue of the merger into other
property, whether in the form of securities, cash or otherwise; or
(ii) in which securities possessing more than fifty percent (50%)
of the total combined voting power of our outstanding securities
are transferred to a person or persons different from those who
held such securities immediately prior to such merger;
●
a
sale, transfer or other disposition of all or substantially all of
the assets of the Company;
●
a
merger or consolidation in which the Company is not the surviving
entity; or
●
a
complete liquidation or dissolution.
Under
the 2016 Plan, a Change in Control is generally defined as:
(i) the acquisition of more than 50% of the total combined
voting power of our stock by any individual or entity which a
majority of our Board (who have served on our board for at least
12 months) do not recommend our stockholders accept;
(ii) or a change in the composition of our Board over a period
of 12 months or less.
-26-
Unless
terminated sooner, the 2016 Plan will automatically terminate in
2026. Our Board may at any time amend, suspend or terminate the
2016 Plan. To the extent necessary to comply with applicable
provisions of U.S. federal securities laws, state corporate and
securities laws, the Code, the rules of any applicable stock
exchange or national market system, and the rules of any non-U.S.
jurisdiction applicable to Awards granted to residents therein, we
will obtain stockholder approval of any such amendment to the 2016
Plan in such a manner and to such a degree as
required.
Certain Relationships and Related Transactions
Contract Research and Development Agreement with Cato Research
Ltd.
Cato Holding Company (
CHC
), doing business as Cato BioVentures
(
CBV
), the parent of Cato Research Ltd.
(
CRL)
, was one of our largest institutional common
stockholders at March 31, 2018, holding approximately 4% of our
outstanding common stock.
In July 2017, we entered into a
Master Services Agreement (
MSA
) with CRL, which replaced a
substantially similar May 2007 master services agreement, pursuant
to which CRL may assist us in the evaluation, development,
commercialization and marketing of our potential product
candidates, including AV-101, and provide regulatory and strategic
consulting services as requested from time to time. Specific
projects or services are and will be delineated in individual work
orders negotiated from time-to-time under the MSA.
Under the terms of work orders issued pursuant to
the July 2017 MSA and our May 2007 master services agreement with
CRL, we incurred expenses of $1,390,700 and $254,600 during the
fiscal years ended March 31, 2018 and 2017, respectively. During
our fiscal year ended March 31, 2018, we issued an aggregate of
350,000 unregistered shares of our common stock to CRL under the
terms of certain work orders for current and future CRO services
relating to our development of AV-101 for MDD, the fair value of
which represented approximately $465,000 of the reported CRO
expense for the fiscal year. We anticipate periodic expenses for
CRO services from CRL related to nonclinical and clinical
development of, and regulatory affairs related to, AV-101 and other
potential product candidates will increase in future
periods.
Section 16 Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our
officers, directors and persons who beneficially own more than ten
percent of our common stock (collectively, the
Reporting
Persons
) to file reports of
ownership on Form 3 and changes in ownership on Form 4 or Form 5
with the SEC. The Reporting Persons are also required by
SEC rules to furnish us with copies of all reports that they file
pursuant to Section 16(a).
To the Company’s
knowledge, based solely on our review of the copies of these
reports furnished to the Company and written representations that
no other reports were required during the fiscal year ended
March 31, 2018, all Reporting Persons
complied with all applicable reporting
requirements.
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ADDITIONAL INFORMATION
Deadline for Receipt of Stockholder Proposals for the 2019 Annual
Meeting
Stockholder
proposals that are intended to be presented by stockholders at the
Company’s 2019 Annual Meeting of Stockholders must be
received by the Secretary of the Company between June 16, 2019 and
July 16, 2019 in order that they may be included, if appropriate,
in the Company’s proxy statement and form of proxy relating
to that meeting. A stockholder proposal not included in the
Company’s proxy statement for the 2019 Annual Meeting of
Stockholders will be ineligible for presentation at the meeting
unless the stockholder gives timely notice of the proposal in
writing to the Secretary of the Company at the principal executive
offices of the Company and otherwise complies with the provisions
of the Company’s Bylaws. To be timely, the Bylaws provide
that the Company must have received the stockholder’s notice
not less than 60 days nor more than 90 days prior to the first
anniversary of the previous year’s annual meeting of
stockholders. However, if the date of the 2019 Annual Meeting of
Stockholders is changed by more than 30 days from the date of this
year’s Annual Meeting, the Company must receive the
stockholder’s notice no later than the close of business on
(i) the 90th day prior to such annual meeting and
(ii) the later of 60 days prior to such annual meeting, or, in
the event the Company makes a public announcement of the date of
such annual meeting less than 70 days before the meeting, 10 days
after the Company’s public announcement.
Householding of Proxy Materials
The
SEC has adopted rules that permit companies and intermediaries
(e.g., brokers) to satisfy the delivery requirements for proxy
statements and annual reports with respect to two or more
stockholders sharing the same address by delivering a single proxy
statement and annual report addressed to those stockholders. This
process, which is commonly referred to as
“householding,” potentially means extra convenience for
stockholders and cost savings for companies.
A
number of brokers with account holders who are stockholders of the
Company will be “householding” the Company’s
proxy materials. A single set of the Company’s proxy
materials will be delivered to multiple stockholders sharing an
address unless contrary instructions have been received from the
affected stockholders. Once you have received notice from your
broker that they will be “householding” communications
to your address, “householding” will continue until you
are notified otherwise or until you revoke your consent. If, at any
time, you no longer wish to participate in
“householding” and would prefer to receive a separate
set of the Company’s proxy materials, please notify your
broker or direct a written request to the Company at 343 Allerton
Avenue, South San Francisco, California 94080, or contact us at
(650) 577-3600. The Company undertakes to deliver promptly, upon
any such oral or written request, a separate copy of its proxy
materials to a stockholder at a shared address to which a single
copy of these documents was delivered. Stockholders who currently
receive multiple copies of the Company’s proxy materials at
their address and would like to request “householding”
of their communications should contact their broker, bank or other
nominee, or contact the Company at the above address or phone
number.
Other Matters
At
the date of this Proxy Statement, the Company knows of no other
matters, other than those described above, that will be presented
for consideration at the Annual Meeting. If any other business
should come before the Annual Meeting, it is intended that the
proxy holders will vote all proxies using their best judgment in
the interest of the Company and the stockholders.
The
Notice, mailed to stockholders on or about July 27, 2018, contains
instructions on how to access the Company’s Annual Report on
SEC Form 10-K for our fiscal year ended March 31, 2018. The Annual
Report, which includes audited financial statements, does not form
any part of the material for the solicitation of
proxies.
The Board invites you to attend the Annual Meeting
in person. Whether or not you expect to attend the Annual Meeting
in person, please submit your vote by Internet, telephone or postal
mail as promptly as possible
so that your shares will be represented at the
Annual Meeting.
REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE ANNUAL MEETING IN
PERSON, PLEASE READ THE ACCOMPANYING PROXY STATEMENT AND THEN
VOTE BY INTERNET, TELEPHONE OR POSTAL MAIL AS PROMPTLY AS
POSSIBLE. VOTING PROMPTLY WILL SAVE US ADDITIONAL
EXPENSE IN SOLICITING PROXIES AND WILL ENSURE THAT YOUR SHARES ARE
REPRESENTED AT THE ANNUAL MEETING.
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