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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF
1934
Date
of Report (Date of earliest event reported): January 31,
2019
VistaGen Therapeutics, Inc.
(Exact name of registrant as specified in its
charter)
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NEVADA
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001-37761
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20-5093315
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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343 Allerton Ave.
South San Francisco, California 94090
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(Address of principal executive offices)
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(650)
577-3600
(Registrant’s telephone number, including area
code)
Not Applicable
(Former name or former address, if changed since last
report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐ Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a -12)
☐ Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d
-2(b))
☐ Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e
-4(c))
Item 8.01 Other Events.
On January 31, 2019, VistaGen Therapeutics,
Inc. (the “Company”) announced data from
nonclinical studies indicating that its orally available CNS drug
candidate, AV-101 (4-chlorokynurenine), promotes hippocampal
neurogenesis, the process by which new neurons are formed in a
region of the brain that involves high-level functions such as
emotions, memory, and spatial navigation and
exploration. A copy of the Company's press
release is attached to this Current Report on Form 8-K as Exhibit
99.1.
The information in this Item 8.01
and the press release attached hereto as Exhibit 99.1 shall not be
deemed “filed” for purposes of Section 18 of the
Exchange Act, nor shall such information be deemed incorporated by
reference in any filing under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as
amended.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits Index
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Exhibit
No.
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Description
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Press release
issued by VistaGen Therapeutics Inc., dated January 31,
2019.
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Disclaimer.
This
Current Report on Form 8-K may contain, among other things, certain
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, including, without
limitation, (i) statements with respect to the Company's plans,
objectives, expectations and intentions; and (ii) other statements
identified by words such as "may", "could", "would", should",
"believes", "expects", "anticipates", "estimates", "intends",
"plans" or similar expressions. These statements are based upon the
current beliefs and expectations of the Company's management and
are subject to significant risks and
uncertainties.
Signatures
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly
authorized.
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VistaGen
Therapeutics, Inc.
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Date: January
31, 2019
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By:
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/s/ Shawn K. Singh
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Shawn K.
Singh
Chief Executive
Officer
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EXHIBIT INDEX
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Exhibit
No.
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Description
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Press release
issued by VistaGen Therapeutics Inc., dated January 31,
2019.
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