vistagen therapeutics, inc.€¦ · said shawn singh, chief executive officer of vistagen. “we...

25
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 3, 2018 VistaGen Therapeutics, Inc. (Exact name of registrant as specified in its charter) NEVADA 001-37761 20-5093315 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number) 343 Allerton Ave. South San Francisco, California 94090 (Address of principal executive offices) (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 (see General Instruction A.2. below): 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)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2) If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act

Upload: others

Post on 14-Oct-2020

3 views

Category:

Documents


0 download

TRANSCRIPT

Page 1: VistaGen Therapeutics, Inc.€¦ · said Shawn Singh, Chief Executive Officer of VistaGen. “We are on track to dose the first patient in our AV-101 Phase 2 MDD adjunctive ... 3

UNITED STATES

SECURITIES AND EXCHANGE COMMISSIONWashington, 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 3, 2018

VistaGen Therapeutics, Inc.(Exact name of registrant as specified in its charter)

NEVADA 001-37761 20-5093315

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)

343 Allerton Ave.South San Francisco, California 94090(Address of principal executive offices)

(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 underany of the following provisions (see General Instruction A.2. below): ☐ 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)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2) ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Page 2: VistaGen Therapeutics, Inc.€¦ · said Shawn Singh, Chief Executive Officer of VistaGen. “We are on track to dose the first patient in our AV-101 Phase 2 MDD adjunctive ... 3

Item 7.01 Regulation FD Disclosure

See Item 8.01 below. Item 8.01 Other Events.

On January 3, 2018, VistaGen Therapeutics, Inc. (the “Company”) issued a press release announcing that the U.S. Food and DrugAdministration has granted Fast Track Designation to AV-101, the Company’s lead central nervous system product candidate fordevelopment as a potential adjunctive treatment for Major Depressive Disorder. A copy of the press release is attached to this CurrentReport on Form 8-K as Exhibit 99.1, and is incorporated herein by reference.

On January 8, 2018, the Company began utilizing a new corporate presentation (the “Corporate Presentation”). A copy of the

Corporate Presentation is attached as Exhibit 99.2 to this Current Report on Form 8-K, and is incorporated by reference herein.

In addition, the Company will be presenting at the 10 th Annual Biotech Showcase Conference in San Francisco, California onMonday, January 8, 2018 at 4:00 P.M. Pacific Time.

The information in this Current Report on Form 8-K, including the information set forth in Exhibit 99.2, is being furnished and

shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shallit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall beexpressly set forth by specific reference in such a filing. Item 9.01 Financial Statements and Exhibits.

See Exhibit Index.

Page 3: VistaGen Therapeutics, Inc.€¦ · said Shawn Singh, Chief Executive Officer of VistaGen. “We are on track to dose the first patient in our AV-101 Phase 2 MDD adjunctive ... 3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned thereunto duly authorized. VistaGen Therapeutics, Inc. Date: January 8, 2018 By: /s/ Shawn K. Singh

Shawn K. SinghChief Executive Officer

Page 4: VistaGen Therapeutics, Inc.€¦ · said Shawn Singh, Chief Executive Officer of VistaGen. “We are on track to dose the first patient in our AV-101 Phase 2 MDD adjunctive ... 3

EXHIBIT INDEX Exhibit No. Description 99.1 Press Release issued by VistaGen Therapeutics, Inc., dated January 3, 201899.2 Corporate Presentation, dated January 2018

Page 5: VistaGen Therapeutics, Inc.€¦ · said Shawn Singh, Chief Executive Officer of VistaGen. “We are on track to dose the first patient in our AV-101 Phase 2 MDD adjunctive ... 3

Exhibit 99.1

VistaGen Therapeutics Receives FDA Fast Track Designation for AV-101 for the Treatment of MajorDepressive Disorder

South San Francisco, CA (January 3, 2018) – VistaGen Therapeutics, Inc. (NASDAQ: VTGN), a clinical-stage biopharmaceuticalcompany focused on developing new generation medicines for depression and other central nervous system (CNS) disorders, announcedtoday that the U.S. Food and Drug Administration (FDA) has granted Fast Track Designation to AV-101 for development as a potentialadjunctive treatment for Major Depressive Disorder (MDD). The FDA’s Fast Track process is designed to facilitate the development andreview of new treatments for serious conditions with unmet medical need such as MDD. “Fast Track Designation is another important regulatory milestone for our AV-101 program for MDD, providing us the opportunity forfrequent interactions with the FDA focused on the most appropriate and efficient development pathway to bring AV-101 to MDD patients,”said Shawn Singh, Chief Executive Officer of VistaGen. “We are on track to dose the first patient in our AV-101 Phase 2 MDD adjunctivetreatment study in the first quarter of 2018.” About Fast Track DesignationFast Track is a process designed by the FDA to facilitate the development, and expedite the review, of drugs to treat serious conditions andfill an unmet medical need. Drugs that receive Fast Track Designation may be eligible to be the subject of more frequent communicationsand meetings with FDA to review the drug's development plan including the design of the proposed clinical trials, use of biomarkers andthe extent of data needed for approval. Drugs with Fast Track Designation may also qualify for priority review to expedite the FDA reviewprocess, if relevant criteria are met. The purpose is to get important new drugs to the patient earlier. Fast Track addresses a broad range ofserious conditions. For more information about Fast Track, please visit:https://www.fda.gov/ForPatients/Approvals/Fast/ucm405399.htm. About Major Depressive DisorderMajor Depressive Disorder (MDD) is a common but serious mood disorder in which individuals exhibit depressive symptoms, such as adepressed mood or a loss of interest or pleasure in daily activities consistently for at least a two-week period, and demonstrate impairedsocial, occupational, educational or other important functioning. Over 300 million people worldwide suffer from depression.1 Whileantidepressants are widely used for treatment, large scale studies have suggested the U.S. drug-treated MDD market is substantiallyunderserved.2,3

About VistaGenVistaGen Therapeutics, Inc. (NASDAQ: VTGN), is a clinical-stage biopharmaceutical company focused on developing new generationmedicines for depression and other CNS disorders. VistaGen’s lead CNS product candidate, AV-101, is in Phase 2 development, initially asa new generation oral antidepressant drug candidate for Major Depressive Disorder (MDD). AV-101's mechanism of action isfundamentally different from all FDA-approved antidepressants and atypical antipsychotics used adjunctively to treat MDD, with potentialto drive a paradigm shift towards a new generation of safer and faster-acting antidepressants. AV-101 is currently being evaluated by theU.S. National Institute of Mental Health (NIMH) in a small Phase 2 monotherapy study in MDD being fully funded by the NIMH andconducted by Dr. Carlos Zarate Jr., Chief, Section on the Neurobiology and Treatment of Mood Disorders and Chief of ExperimentalTherapeutics and Pathophysiology Branch at the NIMH. VistaGen is preparing to launch a 180-patient Phase 2 study of AV-101 as anadjunctive treatment for MDD patients with an inadequate response to standard, FDA-approved antidepressants. Dr. Maurizio Fava ofHarvard University is the Principal Investigator of the VistaGen’s AV-101 MDD Phase 2 adjunctive treatment study. AV-101 may alsohave the potential to treat multiple CNS disorders and neurodegenerative diseases in addition to MDD, including neuropathic pain,epilepsy, Huntington’s disease, Parkinson’s disease levodopa-induced dyskinesia (PD LID) and other CNS diseases and disorders wheremodulation of the NMDA receptors, activation of AMPA pathways and/or key active metabolites of AV-101 may achieve therapeuticbenefit. For more information, please visit www.vistagen.com and connect with VistaGen on Twitter, LinkedIn and Facebook.

-1-

Page 6: VistaGen Therapeutics, Inc.€¦ · said Shawn Singh, Chief Executive Officer of VistaGen. “We are on track to dose the first patient in our AV-101 Phase 2 MDD adjunctive ... 3

Forward-Looking StatementsThe statements in this press release that are not historical facts may constitute forward-looking statements that are based on currentexpectations and are subject to risks and uncertainties that could cause actual future results to differ materially from those expressed orimplied by such statements. Those risks and uncertainties include, but are not limited to, risks related to the successful launch, continuationand results of the NIMH’s Phase 2 (MDD monotherapy) and/or the Company’s planned Phase 2 (MDD adjunctive treatment) clinicalstudies of AV-101, allowance of patent applications and continued protection of its intellectual property, and the availability of substantialadditional capital to support its operations, including the AV-101 Phase 2 clinical development activities described above. These and otherrisks and uncertainties are identified and described in more detail in VistaGen’s filings with the Securities and Exchange Commission(SEC). These filings are available on the SEC’s website at www.sec.gov. VistaGen undertakes no obligation to publicly update or reviseany forward-looking statements. 1 World Health Organization, 2017; Available at http://www.who.int/mediacentre/factsheets/fs369/en/ 2 Rush AJ, et al. Am J. Psychiatry. 2006, 163(11): 1905-1917 (STAR*D Study), 3 Decision Resources 2016 Company ContactMark A. McPartlandVistaGen Therapeutics Inc.Phone: +1 (650) 577-3600Email: [email protected] Investor Contact:Valter Pinto / Allison SossKCSA Strategic CommunicationsPhone: +1 (212) 896-1254/+1 (212) 896-1267Email: [email protected]

-2-

Page 7: VistaGen Therapeutics, Inc.€¦ · said Shawn Singh, Chief Executive Officer of VistaGen. “We are on track to dose the first patient in our AV-101 Phase 2 MDD adjunctive ... 3

Exhibit 99.2

Page 8: VistaGen Therapeutics, Inc.€¦ · said Shawn Singh, Chief Executive Officer of VistaGen. “We are on track to dose the first patient in our AV-101 Phase 2 MDD adjunctive ... 3
Page 9: VistaGen Therapeutics, Inc.€¦ · said Shawn Singh, Chief Executive Officer of VistaGen. “We are on track to dose the first patient in our AV-101 Phase 2 MDD adjunctive ... 3
Page 10: VistaGen Therapeutics, Inc.€¦ · said Shawn Singh, Chief Executive Officer of VistaGen. “We are on track to dose the first patient in our AV-101 Phase 2 MDD adjunctive ... 3
Page 11: VistaGen Therapeutics, Inc.€¦ · said Shawn Singh, Chief Executive Officer of VistaGen. “We are on track to dose the first patient in our AV-101 Phase 2 MDD adjunctive ... 3
Page 12: VistaGen Therapeutics, Inc.€¦ · said Shawn Singh, Chief Executive Officer of VistaGen. “We are on track to dose the first patient in our AV-101 Phase 2 MDD adjunctive ... 3
Page 13: VistaGen Therapeutics, Inc.€¦ · said Shawn Singh, Chief Executive Officer of VistaGen. “We are on track to dose the first patient in our AV-101 Phase 2 MDD adjunctive ... 3
Page 14: VistaGen Therapeutics, Inc.€¦ · said Shawn Singh, Chief Executive Officer of VistaGen. “We are on track to dose the first patient in our AV-101 Phase 2 MDD adjunctive ... 3
Page 15: VistaGen Therapeutics, Inc.€¦ · said Shawn Singh, Chief Executive Officer of VistaGen. “We are on track to dose the first patient in our AV-101 Phase 2 MDD adjunctive ... 3
Page 16: VistaGen Therapeutics, Inc.€¦ · said Shawn Singh, Chief Executive Officer of VistaGen. “We are on track to dose the first patient in our AV-101 Phase 2 MDD adjunctive ... 3
Page 17: VistaGen Therapeutics, Inc.€¦ · said Shawn Singh, Chief Executive Officer of VistaGen. “We are on track to dose the first patient in our AV-101 Phase 2 MDD adjunctive ... 3
Page 18: VistaGen Therapeutics, Inc.€¦ · said Shawn Singh, Chief Executive Officer of VistaGen. “We are on track to dose the first patient in our AV-101 Phase 2 MDD adjunctive ... 3
Page 19: VistaGen Therapeutics, Inc.€¦ · said Shawn Singh, Chief Executive Officer of VistaGen. “We are on track to dose the first patient in our AV-101 Phase 2 MDD adjunctive ... 3
Page 20: VistaGen Therapeutics, Inc.€¦ · said Shawn Singh, Chief Executive Officer of VistaGen. “We are on track to dose the first patient in our AV-101 Phase 2 MDD adjunctive ... 3
Page 21: VistaGen Therapeutics, Inc.€¦ · said Shawn Singh, Chief Executive Officer of VistaGen. “We are on track to dose the first patient in our AV-101 Phase 2 MDD adjunctive ... 3
Page 22: VistaGen Therapeutics, Inc.€¦ · said Shawn Singh, Chief Executive Officer of VistaGen. “We are on track to dose the first patient in our AV-101 Phase 2 MDD adjunctive ... 3
Page 23: VistaGen Therapeutics, Inc.€¦ · said Shawn Singh, Chief Executive Officer of VistaGen. “We are on track to dose the first patient in our AV-101 Phase 2 MDD adjunctive ... 3
Page 24: VistaGen Therapeutics, Inc.€¦ · said Shawn Singh, Chief Executive Officer of VistaGen. “We are on track to dose the first patient in our AV-101 Phase 2 MDD adjunctive ... 3
Page 25: VistaGen Therapeutics, Inc.€¦ · said Shawn Singh, Chief Executive Officer of VistaGen. “We are on track to dose the first patient in our AV-101 Phase 2 MDD adjunctive ... 3