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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1.
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Title of each class of securities to which transaction
applies:
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2.
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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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1.
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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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3.
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Filing Party:
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4.
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Date Filed:
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January 14, 2021
Dear Stockholders of VistaGen Therapeutics, Inc.:
On behalf of the management team and Board of
Directors (our
Board
), I hope that you and your loved ones are healthy
and safe as the world continues to operate amidst the uncertainty
caused by the COVID-19 pandemic.
You are cordially invited to attend a virtual
special meeting of stockholders (the
Meeting
or the
Special
Meeting
) of VistaGen
Therapeutics, Inc. (the
Company
) to be held at 10:00 a.m., Pacific Standard Time,
on
March 5, 2021. Due to
continuing concerns surrounding the ongoing COVID-19 pandemic, the
Meeting
will
be a virtual meeting conducted exclusively via the Internet. There
will not be a physical meeting location, and stockholders will not
be able to attend the Meeting in person. Instead, you may attend
the Meeting online and submit questions during the Meeting by
visiting
http://www.meetingcenter.io/255462968. In
addition, prior to the Meeting, and during the Meeting until polls
are closed, you may vote via the Internet by logging into
http://www.meetingcenter.io/255462968
using your stockholder information
provided in the proxy card accompanying this Proxy
Statement.
On December 22, 2020,
we completed a truly transformational $100 million underwritten
public offering (the
Public
Offering
) of our securities,
consisting of shares of our common stock and shares of our newly
created Series D Convertible Preferred Stock (
Series
D Preferred
). Combined with
financing and development and commercialization partnering
transactions completed during 2020, the proceeds from the Public
Offering provide us with working capital to advance an important
stream of catalysts, including, among others, our Phase 3
development program for PH94B for the acute treatment of anxiety in
adults with social anxiety disorder (
SAD
)
and, upon successful Phase 3 development, submission of our New
Drug Application to the U.S. Food and Drug Administration and
potential U.S. market approval of PH94B.
In addition, through
the Public Offering, we have brought numerous large
institutional
investors to the
Company that management and the Board believe share our fundamental
view of our drug candidates’ potential to go beyond the
standard of care for multiple anxiety and depression disorders and
certain neurological conditions.
Each share of Series D Preferred issued in the
Public Offering is convertible into twenty-three (23) shares of our
common stock, but only after an amendment to our Restated Articles
of Incorporation (our
Charter
) to increase our authorized shares of common
stock to a total of 325 million shares becomes effective
(the
Charter
Amendment
). Accordingly,
at the
Meeting, we are asking stockholders to approve the Charter
Amendment, as well as a proposal providing us with the authority to
adjourn the Meeting, if necessary, to solicit additional proxies to
approve of the Charter Amendment. Additional information with
respect to each proposal is provided in the accompanying Proxy
Statement.
Our
Board has unanimously approved of the Charter Amendment. In
addition to enabling shares of Series D Preferred to be convertible
into shares of common stock, the additional authorized common stock
will allow the Company to respond to future business opportunities
as they may arise from time-to-time in the future, including,
without limitation, opportunities to license or acquire additional
drug candidates to further expand our pipeline as we have done
previously through our exclusive worldwide licenses to develop and
commercialize PH94B and PH10, and/or enter into additional
strategic collaborations to continue to advance our current and
future development and commercialization activities, each without
the expense and delay of additional stockholders’ meetings,
unless such approval is otherwise required by law, our Charter or
our Amended and Restated Bylaws.
As noted, we are preparing for Phase 3 development
and, if that is successful, commercialization, of PH94B for the
acute treatment of anxiety in adults with SAD. We are also
preparing for Phase 2a development of PH94B for additional
anxiety-related disorders, such as adjustment disorder, postpartum
anxiety, post-traumatic stress disorder (
PTSD
), and pre-procedural anxiety. In addition, we are
preparing for Phase 2b development of PH10 as a stand-alone
treatment of major depressive disorder (
MDD
) and assessing the potential clinical development
of AV-101 in combination with probenecid for multiple neurological
disorders.
The
Charter Amendment proposal described in the accompanying Proxy
Statement is important and vital to the Company’s ability to
execute its business plan and its efforts to optimize the potential
value of its drug candidate pipeline targeting numerous
neuropsychiatric and neurological disorders for which the Company
believes the current standard of care is inadequate, resulting in
high unmet medical need.
It is important that you
please read the accompanying Proxy Statement
and then join our Board in voting in favor of the proposals
described in the accompanying Proxy Statement, including the
Charter Amendment. You are encouraged to vote electronically via
the Internet or by telephone, but you may also vote by postal mail.
Please vote as promptly as possible.
The accompanying Proxy
Statement and Proxy Card provide detailed instructions on
submitting your votes. Voting promptly will ensure that your shares
are represented at the Meeting.
As
noted, our Board has unanimously approved both of the two proposals
set forth in the accompanying Proxy Statement, and we recommend
that you
join us and
vote in
favor of
the
proposal
s
.
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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 SPECIAL MEETING OF STOCKHOLDERS
To Be Held on March 5
, 2021
At 10:00 am Pacific Standard Time
Dear Stockholders of VistaGen Therapeutics, Inc.:
A
virtual special meeting of stockholders (the
Meeting
or the
Special Meeting
) of VistaGen
Therapeutics, Inc., a Nevada corporation (the
Company
,
us
,
we
or
our
),
will
be held on March 5, 2021, at 10:00 a.m., Pacific Standard
Time.
Due to concerns surrounding the ongoing COVID-19
pandemic and to assist in protecting the health and well-being of
our stockholders and employees, the Meeting will be a
virtual-format meeting, held exclusively online via the Internet.
Stockholders of record as of
January 4, 2021, the record date for the Meeting
(the
Record
Date
), will be able to attend
the Meeting, regardless of location, by accessing
the
Meeting on the Internet at
http://www.meetingcenter.io/255462968,
and using the control number located
on the proxy card accompanying this Proxy Statement.
You will not be
able to attend the Meeting in person.
The Meeting is being held
to:
1.
approve
of an amendment to our Restated Articles of Incorporation, as
amended (our
Charter
), to
increase the number of shares of common stock authorized for
potential future issuance from 175 million to 325 million shares
(the
Charter
Amendment
);
2.
approve a proposal to grant discretionary
authority to adjourn the
Meeting
, if necessary, to solicit additional proxies in
the event that there are not sufficient votes cast at the time of
the
Meeting
to approve the
Charter Amendment (the
Adjournment
Proposal
);
and
3.
vote
upon such other matters as may properly come before the Meeting or
any adjournment or postponement of the Meeting.
These
matters are more fully discussed in the attached Proxy
Statement.
Our
Board of Directors (our
Board
) has fixed the close of business
on
January 4, 2021
as the
Record Date for the determination of stockholders entitled to
notice of and to vote at the Meeting, or any adjournments or
postponements thereof. Only holders of record of our common stock
and our Series D Convertible Preferred
Stock (
Series D
Preferred
)
at the close
of business on the Record Date are entitled to notice of and to
vote at the Meeting. A complete list of these stockholders will be
available for examination by any of our stockholders for purposes
pertaining to the Meeting by sending an email to
Corp.Secretary@vistagen.com
,
stating the purpose of the request and providing proof of ownership
of our common stock or
Series D
Preferred.
This list will also be available for examination
to stockholders of record during the Meeting.
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YOUR VOTES ARE IMPORTANT
A
ll stockholders are cordially
invited to virtually attend the Meeting. However, to ensure your
representation at the Meeting, you are urged to vote in advance of
the meeting, as promptly as possible, electronically via the
Internet or by telephone. You may also vote by postal mail in
advance of the Meeting. Submitting your votes in advance of the
Meeting assures that a quorum will be present at the Meeting. Any
stockholder attending the Meeting virtually may vote at the
Meeting, even if such stockholder has returned a proxy prior to the
Meeting.
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Wh
ether or not you expect to virtually attend the
Meeting, we urge you to vote your shares in advance of the Meeting,
as promptly as possible, electronically via the Internet or by
telephone so that your shares may be represented and voted at the
Meeting.
You may also vote by postal mail in advance of the
Meeting. If your shares are held in the name of a bank, broker,
brokerage firm 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” Proposal No. 1 and “FOR” Proposal No.
2, both of which are described in detail in the accompanying Proxy
Statement.
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
MEETING:
THE PROXY STATEMENT AND OTHER PROXY MATERIALS
FOR THE MEETING ARE AVAILABLE ON THE INTERNET AT
HTTP://WWW.EDOCUMENTVIEW.COM/VTGN
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By Order of the Board of Directors,
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Jerrold D. Dotson
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Chief Financial Officer and Corporate Secretary
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South San Francisco, California
January
14, 2021
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
,
us
,
we
or
our
), for use at a virtual special
meeting of our stockholders (the
Meeting
or the
Special Meeting
).
Due to concerns surrounding the ongoing COVID-19
pandemic and to assist in protecting the health and well-being of
our stockholders and employees, the Meeting will take place
exclusively in a virtual meeting format on March 5, 2021, at 10:00
a.m., Pacific Standard Time, and will be held via the Internet at
http://www.meetingcenter.io/255462968.
On or
about
January 14
, 2021, proxy
materials for the Meeting were furnished to each holder of record
of our common stock and
Series D
Convertible Preferred Stock (
Series D
Preferred
)
as of the
close of business on
January 4
,
2021, the record date for the Meeting (the
Record Date
). Included in the proxy
materials for the Meeting are instructions for accessing this Proxy
Statement and Meeting voting instructions.
This Proxy Statement and other proxy materials
for the Meeting are available on the Internet at:
http://www.edocumentview.com/VTGN
.
Record Date and Shares Outstanding
The specific proposals to be considered and acted
upon at the Meeting are described in this Proxy
Statement. Holders of our common stock and shares of our
Series D Preferred outstanding as of the close of business on the
Record Date, January 4, 2021, are entitled to notice of and to vote
at the Meeting. On the Record Date, there were
138,543,190
shares of our common stock and 2,000,000 shares of
Series D Preferred issued and outstanding. Each holder of common
stock and each share of Series D Preferred is entitled to one vote
for each share outstanding as of the Record Date and the holders of
shares of Series D Preferred will vote as a single class with the
shares of common stock.
Quorum
In
order for any business to be conducted at the Meeting, the holders
of more than 50% of the shares entitled to vote must be represented
at the Meeting, either in person virtually or by properly executed
proxy. If a quorum is not present at the scheduled time of the
Meeting, the stockholders who are present either in person
virtually or by proxy, may adjourn and postpone the Meeting until a
quorum is present. The time and place of the adjourned 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 Meeting.
Stockholder List
A list
of registered stockholders as of the close of business on the
Record Date will be open to the examination of any stockholder for
a period of ten days prior to the Meeting for a purpose pertaining
to the Meeting by sending an email to
Corp.Secretary@vistagen.com
,
stating the purpose of the request and providing proof of ownership
of our common stock. This list will also be available for
examination to stockholders of record during the virtual Meeting
webcast at
http://www.meetingcenter.io/255462968.
-1-
Attendance at the Virtual Special Meeting
We will
host the virtual Meeting live online, via Internet webcast. You may
attend the Meeting virtually by visiting
http://www.meetingcenter.io/255462968
. The
Internet webcast will start at 10:00 a.m., Pacific Standard
Time, on
March 5
,
2021.
To access the virtual Meeting, please go to
http://www.meetingcenter.io/255462968.
You will have the option to log in to the virtual Meeting as a
“Stockholder” with a control number or as a
“Guest.” If you are a stockholder of record as of the
Record Date (i.e., if you hold your shares through Computershare,
our registrar and transfer agent) (a
Stockholder
), you may log in as a “Stockholder”
using the control number and password for the Meeting, both of
which can be found on your proxy card. If you are not a
stockholder of record (i.e., if you do not hold your shares through
Computershare), but hold shares through an intermediary, such as a
bank or broker, trustee or nominee (sometimes referred to as
holding in “street name”), you may attend the Meeting
as “Guest” by entering your name and email address. As
a Guest, you will have access to the Meeting materials and will be
able to ask questions during the Meeting, but you will not be able
to vote during the Meeting.
If you hold your shares through an intermediary,
such as a bank or broker, and you desire to vote during the
Meeting, you must register in advance to attend the Meeting as a
Stockholder. To register to attend the virtual Meeting as a
Stockholder, you must provide proof of beneficial ownership as of
the Record Date, such as an account statement, legal proxy from
your broker, or similar evidence of ownership along with your name
and email address to Computershare. Requests for Meeting
registration of beneficial owners must be labeled as “Legal
Proxy” and be received no later than 5:00 p.m., Eastern
Standard Time, on March 4, 2021. You will receive a confirmation of
your Meeting registration by email after Computershare receives
your registration materials.
Requests for registration by
email are preferred and should be directed to
legalproxy@computershare.com
.
Requests for registration may also be
made by postal mail to Computershare, VistaGen Therapeutics, Inc.
Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001. You will
receive a confirmation email from Computershare of your Meeting
registration and will receive a control number to enter the Meeting
as a Stockholder.
Whether
you attend the Meeting as a Stockholder or as a Guest, please allow
yourself ample time for the online check-in
procedures.
Questions at the Special Meeting
By accessing
http://www.meetingcenter.io/255462968
on
the Internet, our
stockholders will be able to submit questions in writing in advance
of or during the Meeting, vote, view
the Meeting procedures, and obtain copies of proxy
materials. Stockholders will need their unique control number which
appears on the proxy card accompanying this Proxy Statement and the
instructions that accompanied the proxy
materials.
Voting
If you
are a stockholder of record as of the Record Date, there are four
ways you can vote:
(1)
By the
Internet: You may vote online via the Internet by following
the instructions provided in this Proxy Statement, as well as the
proxy card accompanying this Proxy Statement.
(2)
By
Telephone: You may vote by telephone by following the
instructions on the proxy card.
(3)
By
Postal Mail: You may vote by mailing your proxy as described
in the proxy card accompanying this Proxy Statement.
(4)
During
the Meeting: You will have the ability to attend the virtual
Meeting and vote online via the Internet during the Meeting. The
Meeting will be a virtual only meeting and can be accessed on the
Internet at
http://www.meetingcenter.io/255462968
.
Submitting a proxy will not prevent a stockholder from attending
the Meeting virtually, revoking an earlier-submitted proxy in
accordance with the process outlined below and voting online during
the Meeting.
-2-
In
order to be counted, proxies submitted electronically
by
telephone
or the
Internet
must
be received by 11:59 p.m., Eastern Standard Time, on
March 4
, 2021. Proxies
submitted by
postal
mail
must be received before the start of the virtual
Meeting.
If
you hold your shares through a bank or broker, please follow their
instructions.
Required Vote for Approval
Proposal No. 1: Amendment to
the Company’s Restated Articles of Incorporation to Increase
the Authorized Common Stock.
On December 16, 2020, our Board unanimously
approved an amendment to our Restated Articles of Incorporation, as
amended (our
Charter
), to increase the number of authorized shares of
common stock for potential future issuance thereunder from 175
million to 325 million (the
Charter
Amendment
). Pursuant to our
Charter, our Amended and Restated Bylaws and the Nevada Revised
Statutes, the Charter Amendment must be approved by holders of a
majority of our outstanding voting securities before taking
effect.
A copy of the Charter
Amendment is attached to this Proxy Statement
as
Appendix
A
.
The affirmative “FOR” vote of a
majority of our outstanding voting securities entitled to vote as
of the Record Date is required to approve this
proposal.
Proposal No. 2: Authority to Adjourn the
Meeting.
The affirmative “FOR” vote of a
majority of the shares present in person or by proxy at the Meeting
and entitled to vote is required to grant us
discretionary authority to adjourn the
Meeting
, if necessary, to solicit
additional proxies in the event that there are not sufficient votes
cast at the time of the
virtual Meeting
to approve the Charter Amendment (the
Adjournment
Proposal
).
Abstentions and Broker Non-Votes
All
votes will be tabulated by the inspector of election appointed for
the 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” (i.e., through a broker,
brokerage firm or other nominee), your broker, brokerage firm 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, brokerage firm or nominee specific
instructions regarding such matters, your proxy will be deemed a
“broker non-vote.”
Approval
of the Charter Amendment described in Proposal No. 1 requires the
affirmative vote of a majority of our outstanding shares of
common stock and Series D Preferred, voting as a single class,
entitled to vote as of the Record Date. Accordingly, abstentions
and broker non-votes have the effect of a vote against Proposal No.
1.
Under
Nevada law and our Amended and Restated Bylaws, Proposal No. 2 will
be determined by the holders of a majority of the votes cast,
excluding abstentions, in person virtually or by proxy at the
virtual Meeting. For this matter, abstentions and any broker
non-votes cast will not be counted as shares voting for or against
such matter.
Revocation of Proxies
If your
proxy is properly returned to the Company, the shares represented
thereby will be voted at the virtual 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, as follows: (i)
FOR
the approval of the Charter Amendment; (ii)
FOR
the approval of the Adjournment
Proposal; and (iii) at the discretion of the proxy holders on any
other matter that may properly come before the Meeting or any
adjournment or postponement thereof.
You
may revoke or change your proxy at any time before the 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 virtually
attending the Meeting and virtually voting in
person. Your virtual attendance at the Meeting will not,
by itself, revoke your proxy.
-3-
Solicitation
We will
bear the entire cost of solicitation, including the preparation,
printing and mailing of this Proxy Statement, the proxy card and
any other solicitation materials or services we may use in
connection with the virtual Meeting or any adjournment thereof, as
well as the preparation and posting of all proxy materials
furnished to the stockholders in connection with the Meeting or any
adjournment thereof. We have retained Georgeson LLC to assist in
the solicitation of proxies for the Meeting. We expect that the
remuneration to Georgeson LLC for its services will be
approximately $10,000, plus reimbursement for out-of-pocket
expenses.
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.
-4-
MATTERS TO BE CONSIDERED AT THE SPECIAL MEETING
PROPOSAL NO. 1
APPROVAL OF AN AMENDMENT TO OUR CHARTER TO INCREASE THE NUMBER OF
SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE FROM 175 MILLION TO
325 MILLION
On December 18, 2020, we entered into an
underwriting agreement with Jefferies LLC and William Blair &
Company, L.L.C., as representatives of the underwriters named
therein, pursuant to which we sold, in an underwritten public
offering (the
Public
Offering
), 63,000,000 shares of
our common stock at a public offering price of $0.92 per share and
2,000,000 shares of our newly created Series D Preferred
at a public offering price of $21.16 per share, resulting in
gross proceeds to the Company of $100 million. The Public Offering
closed on December 22, 2020.
Each share of Series D Preferred sold in the
Public Offering is convertible into twenty-three (23) shares of our
common stock, but only after an amendment to our Restated Articles
of Incorporation (our
Charter
) to increase our authorized shares of common
stock to a total of 325 million shares becomes effective
(the
Charter
Amendment
). Accordingly, on
December 16, 2020, our Board unanimously approved the Charter
Amendment
, subject to approval
of the Charter Amendment by holders of a majority of shares of our
voting securities entitled to vote on such
matter
.
The
Company is a Nevada corporation. Therefore, the Charter Amendment
will become effective upon filing of the amendment with the Nevada
Secretary of State. If the Charter Amendment is approved by
stockholders at the Meeting, we intend to file the Charter
Amendment as soon as practicable following the
Meeting.
The form of Certificate of Amendment to be filed
with the Nevada Secretary of State to affect the Charter Amendment
is set forth as
Appendix
A
to this Proxy Statement
(subject to any changes required by applicable
law).
Purpose of the Charter Amendment
Our
Charter currently authorizes us to issue a maximum of 175 million
shares of common stock, par value $0.001 per share and 10 million
shares of preferred stock, $0.001 par value per share. Our issued
and outstanding securities, as of January 4, 2021 are as
follows:
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Shares of common stock
|
As of
January 4,
2021
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Outstanding
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138,543,190
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Issuable
upon conversion of outstanding shares of our preferred
stock:
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Series
A Preferred Stock
|
750,000
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Series B 10% Convertible Preferred
Stock
(1)
|
1,131,669
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Series
C Convertible Preferred Stock
|
2,318,012
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Series
D Convertible Preferred Stock
|
46,000,000
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Issuable
upon exercise of warrants outstanding
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24,435,334
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Issuable
upon exercise of options outstanding
|
12,343,088
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Reserved
for future grants, awards and issuances under our 2019 Omnibus
Equity Incentive Plan
|
4,390,162
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Reserved
for future purchases under our 2019 Employee Stock Purchase
Plan
|
941,875
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Outstanding
or reserved on a fully diluted basis
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230,853,330
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________________
|
(1)
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Does
not include shares of common stock issuable upon conversion of
outstanding Series B 10% Convertible Preferred Stock as payment of
accrued, but unpaid, dividends.
|
-5-
As shown in the table above, as of January 4,
2021, there were a total of 230,853,330 shares of our common stock
either issued and outstanding, or reserved for future issuance upon
conversion of outstanding shares of preferred stock, including
shares of Series D Preferred, and upon exercise of all outstanding
warrants and options to purchase common stock, as well as shares of
our common stock currently reserved for future issuance pursuant to
future awards under our 2019 Omnibus Equity Incentive Plan
(the
2019
Plan
) and our 2019 Employee
Stock Purchase Plan (the
2019 ESPP
). Accordingly, currently, there is not a
sufficient number of authorized, unissued and available shares of
our common stock to permit the conversion and/or exercise of all of
our outstanding derivative securities, including the Series D
Preferred. In addition, there is not a sufficient number
of authorized, unissued and available shares of our common stock to
permit the issuance of the shares under our 2019 Plan or our 2019
ESPP.
In
addition to allowing for the conversion from-time-to time in the
future of all outstanding preferred stock, the proposed Charter
Amendment will allow for future exercise of outstanding options and
warrants which, if exercised, will provide the Company with
additional working capital, and will allow for the issuance of
shares under the 2019 Plan and the 2019 ESPP. In addition, the
proposed Charter Amendment will allow the Company to respond to
future business opportunities as they may arise, and without the
expense and delay of additional stockholders’ meetings,
unless such approval is otherwise required by law, including,
without limitation, opportunities to license or acquire additional
drug candidates to further expand our pipeline in a manner similar
to our previous licenses to PH94B and PH10, and/or enter into
additional strategic collaborations to continue to advance our
current and future development and commercialization activities
similar to our PH94B development and commercialization agreement
with AffaMed Therapeutics (formerly EverInsight Therapeutics) in
June 2020.
Our
Board believes that it is important to have available for issuance
a sufficient number of authorized shares of our common stock to
permit the conversion and/or exercise of all outstanding derivative
securities and the future issuance of shares under the 2019 Plan
and the 2019 ESPP. Other than these purposes, we do not have any
current intentions to issue additional authorized shares of our
common stock. In addition, our Board believes that the availability
of additional authorized shares of our common stock will provide us
with the potential to receive additional cash proceeds from the
exercise of outstanding options and warrants, as well as
flexibility in the future to respond to future business
opportunities as they may arise, including, without limitation,
opportunities to license or acquire additional drug candidates to
further expand our pipeline, and/or enter into additional strategic
collaborations to continue to advance our current and future
development and commercialization activities, each without the
expense and delay of additional stockholders’ meetings,
unless such approval is otherwise required by law.
Our
Board will determine whether, when and on what terms the issuance
of shares of our common stock may be warranted in connection with
any future actions. No further action or authorization by our
stockholders will be necessary before issuance of additional shares
of common stock authorized under our Charter and as further amended
by the Charter Amendment, except as may be required for a
particular transaction by applicable law or regulatory agencies or
by the rules of the Nasdaq Stock Market or the rules of any other
stock market or exchange on which our common stock may then be
listed.
The
additional shares of our common stock, if issued, would have the
same rights and privileges as the existing shares of our common
stock. Any issuance of additional shares of our common stock would
increase the number of outstanding shares of our common stock, and
our existing stockholders’ percentage ownership of our common
stock would be diluted accordingly.
Anti-Takeover Effects
The
proposed Charter Amendment could, under certain circumstances, have
an anti-takeover effect or delay or prevent a change in control of
the Company by providing the Company with the capability to engage
in actions that would be dilutive to a potential acquirer, to
pursue alternative transactions, or to otherwise increase the
potential cost to acquire control of the Company. The Company
currently has no intent to employ the additional unissued
authorized shares as an anti-takeover device. However, the proposed
Charter Amendment may have the effect of discouraging future
unsolicited takeover attempts. The Board is not currently aware of
any such unsolicited attempt to take control of the Company, and
would act in the best interest of stockholders if any such attempt
is made in the future. The proposed Charter Amendment has only been
prompted by the completion of the Public Offering and the
Company’s business and financial considerations.
-6-
Effect of Charter Amendment
The
proposed increase in the number of authorized shares of the
Company's common stock will not change the number of shares of
common stock outstanding, nor will it have any immediate dilutive
effect or change the rights of current holders of the Company's
common stock, other than enabling the conversion of outstanding
shares of Series D Preferred. However, the issuance of additional
shares of common stock authorized by this Charter Amendment may
occur at times or under circumstances so as to have a dilutive
effect on earnings per share, book value per share or the
percentage voting or ownership interest of the present holders of
the Company's common stock.
If
this Proposal No. 1 is approved, no further action by the
stockholders would be necessary prior to the issuance of additional
shares of common stock unless required by law or the rules of any
stock exchange or national securities association on which the
common stock is then listed or quoted. Under the proposed
amendment, each of the newly authorized shares of common stock will
have the same rights and privileges as currently authorized common
stock. Adoption of the Charter Amendment will not affect the rights
of the holders of currently outstanding common stock of the Company
nor will it change the par value of the common stock, which will
remain $0.001 per share. If the proposed Charter Amendment is
adopted, it will become effective upon filing of an amendment to
the Company's Charter with the Nevada Secretary of
State.
Vote Required and Recommendation
The affirmative vote of a majority of
the Company’s shares of common stock and Series D Preferred
outstanding as of the Record Date, voting together as a single
class, or 70,271,596
shares, is
required to approve the Charter Amendment
.
Unless otherwise instructed on the proxy or
unless authority to vote is withheld, shares represented by
executed proxies will be voted “
FOR
” this Proposal No. 1.
The Board unanimously recommends that
stockholders vote “
FOR
” approval of the Charter Amendment to
increase the number of shares authorized under our Charter from 175
million to 325 million shares.
-7-
PROPOSAL NO. 2
GRANT
OF DISCRETIONARY AUTHORITY TO ADJOURN THE SPECIAL
MEETING,
IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES
Adjournment of the Special Meeting
Although
it is not expected to occur, the Meeting may be adjourned for
the purpose of allowing more time to solicit additional proxies for
the approval of the Charter Amendment, if there are not sufficient
votes cast to approve the Charter Amendment at the commencement of
the Meeting. Any such adjournment of the Meeting may be made
without notice, other than by the announcement made at the Meeting,
by approval of the holders of a majority of the outstanding voting
securities present in person or by proxy and entitled to vote at
the Meeting. We are soliciting proxies to grant discretionary
authority to the Chair of the Meeting to adjourn the Meeting, if
necessary, for the purpose of soliciting additional proxies in
favor of the Charter Amendment. The Chair of the Meeting will have
the discretion to decide whether or not to use the authority
granted to such person pursuant to this Proposal No. 2 to adjourn
the Meeting. The Chair may also adjourn the Meeting at his
discretion in the event of a negative vote on this Proposal No.
2.
Vote Required and Board Recommendation
If
a quorum is present, approval of the proposal to adjourn
the Meeting to a later date requires the affirmative vote
of the holders of a majority of the votes cast in person, excluding
abstentions, via virtual attendance at the Meeting or by
proxy.
The Board recommends that stockholders
vote “
FOR
” the proposal to adjourn
the Meeting to solicit additional proxies, if there are
not sufficient votes cast at the Meeting to approve the
Charter Amendment.
-8-
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDERS MATTERS
Security Ownership of Certain Beneficial Owners and
Management
The
following table sets forth certain information with respect to the
beneficial ownership of our common stock and shares of our Series D
Preferred as of January 4, 2021 for:
●
each
stockholder known
by us to be the beneficial owner of more than five percent (5%) of
shares of our common stock and shares of our Series D
Preferred;
●
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 138,543,190 shares of common stock
and 2,000,000 shares of Series D Preferred outstanding at January
4, 2021.
In
computing the percentage of shares of common stock beneficially
owned, we deemed to be outstanding all shares of common stock
subject to options or warrants and all shares of our Series A
Preferred Stock, Series B 10% Convertible Preferred Stock and
Series C Convertible 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 January 4,
2021.
However, shares of
common stock issuable upon conversion of outstanding shares of
Series D Preferred Stock were excluded from the calculation, as
such shares of common stock are not issuable until stockholders
approve the Charter Amendment and the Charter Amendment is filed
with the Nevada Secretary of State.
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.
Beneficial
Ownership of Common Stock:
|
Name
and address of beneficial owner
|
Number
of shares beneficially owned
|
Percent
of
shares beneficially
owned
(1)
|
|
Executive officers and directors:
|
|
|
|
Shawn K. Singh,
J.D.
(2)
|
61,609
|
*
|
|
H. Ralph Snodgrass,
Ph.D.
(3)
|
87,724
|
*
|
|
Mark A. Smith,
M.D., Ph.D.
(4)
|
10,000
|
*
|
|
Jerrold D. Dotson
(5)
|
10,000
|
*
|
|
Mark McPartland
(6)
|
-
|
*
|
|
Jon S. Saxe, J.D.,
LL.M.
(7)
|
53,251
|
*
|
|
Brian J. Underdown,
Ph.D.
(8)
|
-
|
*
|
|
Jerry B. Gin,
Ph.D., MBA
(9)
|
100,000
|
*
|
|
Ann M. Cunningham,
MBA
(10)
|
-
|
*
|
|
All executive
officers and directors as a group (9 persons)
(11)
|
322,584
|
*
|
|
|
|
|
|
5% Stockholders:
|
|
|
|
Entities associated
with New Enterprise Associates
(12)
|
9,360,000
|
6.76
%
|
|
Entities affiliated
with Venrock
(13)
|
9,360,000
|
6.76
%
|
|
Acuta Capital
Partners, LLC
(14)
|
7,500,000
|
5.41
%
|
|
Orbimed Advisors
LLC
(15)
|
7,500,000
|
5.41
%
|
-9-
Beneficial
Ownership of Series D Preferred:
|
Name
and address of beneficial owner
(16)
|
Number
of shares beneficially owned
|
Percent
of
shares beneficially
owned
(17)
|
|
5% Stockholders:
|
|
|
|
Entities associated
with New Enterprise Associates
(12)
|
301,852
|
15.09
%
|
|
Entities affiliated
with Venrock
(13)
|
301,852
|
15.09
%
|
|
Acuta Capital
Partners, LLC
(14)
|
240,741
|
12.04
%
|
|
Orbimed Advisors LLC
(15)
|
240,741
|
12.04
%
|
|
Franklin Advisors, Inc.
(18)
|
201,111
|
10.06
%
|
____________________
* less
than 1%
|
(1)
|
Based
on 138,543,190 shares of common stock issued and outstanding as of
January 4, 2021.
|
|
(2)
|
Excludes
options to purchase 1,786,253 shares of common stock and warrants
to purchase 72,000 restricted shares of common stock that would
otherwise be exercisable within 60 days of January 4, 2021, but for
a lock-up agreement executed by Mr. Singh in connection with the
Public Offering.
Following
the expiration of the aforementioned lock-up agreement, Mr. Singh
will beneficially own a total of 1,919,862 shares of common stock,
or approximately 1.37%.
|
|
(3)
|
Excludes
options to purchase 1,095,625 shares of common stock and warrants
to purchase 50,000 restricted shares of common stock that would
otherwise be exercisable within 60 days of January 4, 2021, but for
a lock-up agreement executed by Dr. Snodgrass in connection with
the Public Offering.
Following
the expiration of the aforementioned lock-up agreement, Dr.
Snodgrass will beneficially own a total of 1,233,349 shares of
common stock.
|
|
(4)
|
Excludes
options to purchase 1,094,375 shares of common stock that would
otherwise be exercisable within 60 days of January 4, 2021, but for
a lock-up agreement executed by Dr. Smith in connection with the
Public Offering.
Following
the expiration of the aforementioned lock-up agreement, Dr. Smith
will beneficially own a total of 1,104,375 shares of common
stock.
|
|
(5)
|
Excludes
options to purchase 978,502 shares of common stock, including
options to purchase 626 shares of common stock held by Mr.
Dotson’s wife, and warrants to purchase 10,000 restricted
shares of common stock that would otherwise be exercisable within
60 days of January 4, 2021, but for a lock-up agreement executed by
Mr. Dotson in connection with the Public Offering.
Following
the expiration of the aforementioned lock-up agreement, Mr. Dotson
will beneficially own a total of 998,502 shares of common
stock.
|
|
(6)
|
Excludes
options to purchase 924,375 shares of common stock that would
otherwise be exercisable within 60 days of January 4, 2021, but for
a lock-up agreement executed by Mr. McPartland in connection with
the Public Offering.
Following
the expiration of the aforementioned lock-up agreement, Mr.
McPartland will beneficially own a total of 924,375, shares of
common stock.
|
|
(7)
|
Excludes
options to purchase 468,751 shares of common stock and warrants to
purchase 7,500 restricted shares of common stock that would
otherwise be exercisable within 60 days of January 4, 2021, but for
a lock-up agreement executed by Mr. Saxe in connection with the
Public Offering.
Following
the expiration of the aforementioned lock-up agreement, Mr. Saxe
will beneficially own a total of 529,502 shares of common
stock.
|
-10-
|
(8)
|
Excludes
options to purchase 468,751 shares of common stock and warrants to
purchase 7,500 restricted shares of common stock that would
otherwise be exercisable within 60 days of January 4, 2021, but for
a lock-up agreement executed by Dr. Underdown in connection with
the Public Offering.
Following
the expiration of the aforementioned lock-up agreement, Dr.
Underdown will beneficially own a total of 476,251 shares of common
stock.
|
|
(9)
|
Includes
50,000 restricted shares of common stock held by Dr. Gin’s
wife. Excludes options to purchase 491,251 shares of common stock
and warrants to purchase 100,000 registered shares of common stock,
including currently exercisable warrants to purchase 50,000
registered shares held by Dr. Gin’s wife, that would
otherwise be exercisable within 60 days of January 4, 2021, but for
a lock-up agreement executed by Dr. Gin in connection with the
Public Offering.
Following
the expiration of the aforementioned lock-up agreement, Dr. Gin
will beneficially own a total of 691,251 shares of common
stock.
|
|
(10)
|
Excludes
options to purchase 181,251 shares of common stock that would
otherwise be exercisable within 60 days of January 4, 2021, but for
a lock-up agreement executed by Ms. Cunningham in connection with
the Public Offering.
Following
the expiration of the aforementioned lock-up agreement, Ms.
Cunningham will beneficially own a total of 181,251 shares of
common stock.
|
|
(11)
|
Includes
50,000 restricted shares of common stock held by Dr. Gin's wife.
Excludes options to purchase 7,489,134 shares of common stock and
warrants to purchase 100,000 registered shares and 147,000
restricted shares of common stock that would otherwise be
exercisable within 60 days of January 4, 2021, but for lock-up
agreements executed by each executive officer and director in
connection with the Public Offering.
Following
the expiration of the aforementioned lock-up agreements, the
Company’s executive officers and directors will beneficially
own an aggregate of 7,877,467 shares of common stock, or
approximately 5.39%.
|
|
(12)
|
Based
upon Schedule 13D filed by Growth Opportunities 17, LLC on January
4, 2021, and on the Company’s records through January 4,
2021.
The shares held by
Growth
Opportunities 17, LLC (
GEO
)
are indirectly held by
N
ew
Enterprise Associates 17, L.P. (
NEA
17
),
which is the sole member of GEO; NEA Partners 17, L.P.
(
NEA
Partners 17
), which is the sole
general partner of NEA 17; and NEA 17 GP, LLC (
NEA
17 LLC
and, together with NEA
Partners 17, the
Control
Entities
), which is the sole
general partner of NEA Partners 17.
The
Managing Members of NEA 17 LLC are
Forest Baskett, Ali
Behbahani, Carmen Chang, Anthony A. Florence, Jr., Liza Landsman,
Mohamad H. Makhzoumi, Joshua Makower, Edward T. Mathers, Scott D.
Sandell, Peter W. Sonsini, Paul Walker and Rick Yang (together,
the
Managers
).
GEO is the record owner of the shares identified herein (the
GEO
Shares
). As the sole member
of GEO, NEA 17 may be deemed to own beneficially the GEO Shares. As
the general partner of NEA 17, NEA Partners 17 may be deemed to own
beneficially the GEO Shares. As the sole general partner of NEA
Partners 17, NEA 17 LLC may be deemed to own beneficially the GEO
Shares. As members of NEA 17 LLC, each of the Managers may be
deemed to own beneficially the GEO Shares. Each of the
aforementioned reporting persons disclaims beneficial ownership of
the GEO Shares other than those shares which such person owns of
record.
The principal business address for GEO 10 is
1954 Greenspring Drive,
Suite 600, Timonium, MD 21093
.
|
|
(13)
|
Based
upon the Company’s records through January 4, 2021. Entities
associated with Venrock that hold the securities listed herein
include Venrock Healthcare Capital Partners II, L.P.; VHCP
Co-Investment Holdings II, LLC and Venrock Healthcare Capital
Partners EG, L.P. VHCP Management II, LLC (
VHCPM
) is the sole general partner of
Venrock Healthcare Capital Partners II, L.P. and the sole manager
of VHCP Co Investment Holdings II, LLC. VHCP Management EG, LLC
(
VHCPEG
) is the sole
general partner of Venrock Healthcare Capital Partners EG, L.P. Dr.
Bong Koh and Nimish Shah are the voting members of VHCPM and
VHCPEG.
The
address of each of the entities and individuals identified in this
footnote is c/o
Venrock
, 7 Bryant Park,
23rd
Floor, New York, NY
10018.
|
|
(14)
|
Based
upon the Company’s records through January 4, 2021. Anupam
Dalal is the Chief Investment Officer and Manfred Yu is the Manager
of Acuta Capital Partners, LLC (
Acuta
). Both Mr. Dalal and
Mr. Yu have voting and investment authority over all of the
shares held by each of Acuta, and disclaim beneficial ownership
except to
the extent of their indirect pecuniary interests therein
.
The business address for Acuta is 1301 Shoreway Road, Suite 350,
Belmont, California 94002.
|
|
(15)
|
Based
upon the Company’s records through January 4, 2021.
OrbiMed
Advisors LLC (
Orbimed
)
exercises voting and investment power through a management
committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan
T. Silverstein,
each of whom disclaim beneficial ownership
except to
the extent of their indirect pecuniary interests therein
.
The
business address for OrbiMed is c/o OrbiMed Advisors LLC, 601
Lexington Avenue, 54th Floor, New York, NY
10022.
|
|
(16)
|
Ownership
of our directors and named executive officers are not included, as
no directors or named executive officers hold shares of Series D
Preferred.
|
|
(17)
|
Based
on 2,000,000 shares of Series D Preferred issued and outstanding as
of January 4, 2021.
|
|
(18)
|
Based
upon the Company’s records through January 4, 2021. These
shares are beneficially owned by one or more open - or closed - end
investment companies or other managed accounts that are investment
management clients of investment managers that are direct and
indirect subsidiaries (
Investment
Management Subsidiaries
) of Franklin Resources, Inc.
(
FRI
). Charles B. Johnson
and Rupert H. Johnson, Jr. (
Principal Shareholders
) each own in
excess of 10% of the outstanding common stock of FRI and are the
principal stockholders of FRI. FRI, the Principal Shareholders and
each of the Investment Management Subsidiaries disclaim any
pecuniary interest in any of the shares. Franklin Advisors,
Inc. has sole voting and sole dispositive power with respect to the
shares. The principal address of Franklin Advisors, Inc., FRI
and the Principal Shareholders is One Franklin Parkway, San Mateo,
California 94403.
|
-11-
Certain Relationships and Related Transactions
License and Option Agreements with Pherin Pharmaceuticals,
Inc.
During
our fiscal year ended March 31, 2019, we issued an aggregate of
2,556,361 shares of our unregistered common stock having an
issue-date fair market value of $4,250,000 to Pherin
Pharmaceuticals, Inc. (
Pherin
) to acquire exclusive worldwide
licenses to develop and commercialize PH94B,
a potential first-in-class neuroactive
nasal spray with rapid-onset effects observed at microgram doses
and without systemic exposure for the acute treatment of anxiety in
adults with social anxiety disorder (
SAD
),
and an option to acquire a similar license for PH10, a
potential neuroactive nasal spray with
potential as a rapid-onset stand-alone treatment of major
depressive disorder (
MDD
)
.
We recorded the acquisition of the licenses as research and
development expense during our fiscal year ended March 31, 2019.
During the years ended March 31, 2020 and 2019, we recorded
$120,000 and $70,000 representing monthly support payments to
Pherin under the terms of the PH94B license agreement. We recorded
no amounts payable to Pherin at March 31, 2020 or 2019. At January
4, 2021, Pherin held less than 1% of our outstanding common
stock.
Consulting Agreement
During
our fiscal year ended March 31, 2020, we engaged a consulting firm
headed by one of the independent members of our Board, to provide
various market research studies and commercial advisory projects
for certain of our CNS pipeline candidates. We recorded research
and development expense of $108,400 and $11,700 during the fiscal
years ended March 31, 2020 and 2019, respectively, related to such
studies and projects. We recorded no amounts payable at March 31,
2020 or 2019 related to these studies or projects.
-12-
ADDITIONAL INFORMATION
Deadline for Receipt of Stockholder Proposals for the 2021 Annual
Meeting of Stockholders
Pursuant
to Rule 14a-8 under the Securities Exchange Act of 1934, as
amended, stockholder proposals that are intended to be presented by
stockholders at the Company’s 2021 Annual Meeting of
Stockholders must be received by the Secretary of the Company no
later than the close of business on March 31, 2021, 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, including any stockholder director nominees, not included
in the Company’s proxy statement for the 2021 Annual Meeting
of Stockholders will be ineligible for presentation at the meeting
unless the stockholder gives timely notice of the proposal or
director nominees 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 no later than the close of business on
July 19, 2021 nor earlier than the close of business on June 19,
2021. However, if the date of the 2021 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, within 10
days after the Company’s public
announcement.
Householding of Proxy Materials
The U.S. Securities and Exchange Commission
(
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 virtual Meeting. If any other business
should come before the 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 Board invites you to participate at the
virtual Meeting. Whether or not you expect to participate in the
virtual Meeting, please submit your vote, electronically by the
Internet or by telephone, or by postal mail, as promptly as
possible
so that your shares will be represented at the
virtual Meeting.
REGARDLESS OF WHETHER YOU PLAN TO PARTICIPATE IN THE VIRTUAL
MEETING, PLEASE READ THIS PROXY STATEMENT AND THEN VOTE,
ELECTRONICALLY BY INTERNET OR BY TELEPHONE, OR BY POSTAL MAIL, AS
PROMPTLY AS POSSIBLE. VOTING PROMPTLY WILL ENSURE THAT
YOUR SHARES ARE REPRESENTED AT THE VIRTUAL MEETING.
-13-
A
ppendix A
CERTIFICATE OF AMENDMENT
TO THE RESTATED
ARTICLES OF INCORPORATION
OF
VISTAGEN THERAPEUTICS, INC.
VistaGen
Therapeutics, Inc., a Nevada corporation (the "
Corporation
"), does hereby certify that:
FIRST: This
Certificate of Amendment amends the provisions of the Corporation's
Restated Articles of Incorporation (the "
Articles of
Incorporation
").
SECOND: The
terms and provisions of this Certificate of Amendment have been
duly adopted in accordance with Section 78.390 of the Nevada
Revised Statutes and shall become effective immediately upon filing
this Certificate of Amendment.
THIRD: The
first paragraph of Article V of the Articles of Incorporation is
hereby amended in its entirety and replaced with the
following:
“This
corporation is authorized to issue two classes of capital stock, to
be designated “Common Stock” and “Preferred
Stock.” The total number of shares of Common Stock which
this corporation is authorized to issue is Three Hundred
Twenty-Five Million (325,000,000), each having a par value of
$0.001. The total number of shares of Preferred Stock which this
corporation is authorized to issue is Ten Million (10,000,000),
each having a par value of $0.001. The holders of the
Common Stock shall have one (1) vote per share on each matter
submitted to a vote of stockholders. The capital stock
of this corporation, after the amount of the subscription price has
been paid in, shall never be assessable, or assessed to pay debts
of this corporation.”
IN WITNESS
WHEREOF, the Corporation has caused this Certificate of Amendment
to be signed by its officers thereunto duly authorized this
[●] day of [●] 2021
.
By:
______________________
Name:
Title:
A-1
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