Vistagen Therapeutics to Hold Virtual Special Meeting of Stockholders on May 29, 2024

TL;DR

<b>Vistagen Therapeutics is holding a virtual special meeting on May 29, 2024, to vote on an amendment to its equity incentive plan.</b>

AI Summary

Vistagen Therapeutics, Inc. (VTGN) filed a Proxy Statement (DEF 14A) with the SEC on April 16, 2024. Vistagen Therapeutics, Inc. will hold a virtual special meeting of stockholders on May 29, 2024, at 10:00 a.m. Pacific Daylight Time. The meeting will be held exclusively via the Internet at http://meetnow.global/M96PG2G. The primary purpose of the meeting is to approve an amendment to the Company's Amended and Restated 2019 Omnibus Equity Incentive Plan. The Board of Directors has unanimously approved the proposals and recommends stockholders vote in favor. Stockholders are encouraged to vote their shares by proxy as promptly as possible.

Why It Matters

For investors and stakeholders tracking Vistagen Therapeutics, Inc., this filing contains several important signals. Stockholders need to vote on a proposed amendment to the company's equity incentive plan, which could impact future stock-based compensation. The virtual format requires stockholders to access the meeting online, necessitating clear instructions for participation and voting.

Risk Assessment

Risk Level: — Vistagen Therapeutics, Inc. shows moderate risk based on this filing. This filing is a routine proxy statement for a special meeting and does not contain new financial or operational information that would indicate significant risk.

Analyst Insight

Stockholders should review the proxy statement carefully to understand the proposed amendment to the equity incentive plan and vote accordingly.

Key Numbers

• May 29, 2024 — Special Meeting Date (Date of the virtual special meeting of stockholders.)
• 10:00 a.m. Pacific Daylight Time — Special Meeting Time (Time of the virtual special meeting of stockholders.)

Key Players & Entities

• Vistagen Therapeutics, Inc. (company) — Registrant and filer of the proxy statement.
• Margaret FitzPatrick (person) — Board Chair of Vistagen Therapeutics, Inc.
• May 29, 2024 (date) — Date of the virtual special meeting of stockholders.
• 2019 Omnibus Equity Incentive Plan (plan) — The plan for which an amendment will be voted upon.

FAQ

Industry Context

Vistagen Therapeutics is a biopharmaceutical company focused on developing novel therapies for neurological disorders. This filing relates to corporate governance and shareholder voting.

Regulatory Implications

This filing is a proxy statement (DEF 14A) filed under the Securities Exchange Act of 1934, detailing information for stockholders regarding a special meeting.

What Investors Should Do

1. Review the proxy statement for details on the proposed amendment to the 2019 Omnibus Equity Incentive Plan.
2. Vote shares by proxy or attend the virtual meeting on May 29, 2024.
3. Ensure voting instructions are followed promptly as recommended by the Board of Directors.

Key Dates

• 2024-05-29: Virtual Special Meeting of Stockholders — To approve an amendment to the Company's Amended and Restated 2019 Omnibus Equity Incentive Plan.

Year-Over-Year Comparison

This is a DEF 14A filing for a special meeting, not a periodic financial report, so direct comparison of financial metrics from a previous filing is not applicable.

Key Financial Figures

• $0.001 — 9 shares of our common stock, par value $0.001 per share, issued and outstanding. Each
• $15,000 — he solicitation of proxies for a fee of $15,000 plus fees for any retail stockholder ou

Filing Documents

• vtgn20240412_def14a.htm (DEF 14A) — 690KB
• a01.jpg (GRAPHIC) — 7KB
• capvsnl.jpg (GRAPHIC) — 23KB
• capvstsr.jpg (GRAPHIC) — 25KB
• proxy_page1.jpg (GRAPHIC) — 249KB
• proxy_page2.jpg (GRAPHIC) — 165KB
• 0001437749-24-012129.txt (&nbsp;) — 1338KB

From the Filing

DEF 14A 1 vtgn20240412_def14a.htm FORM DEF 14A vtgn20240412_def14a.htm 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 Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the SEC Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 14a-12 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 all boxes that apply): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 Vistagen Therapeutics, Inc. 343 Allerton Avenue South San Francisco, CA 94080 Tel. (650) 577-3600 April 15, 2024 You are cordially invited to attend a virtual special meeting of stockholders (the Meeting or the Special Meeting ) of Vistagen Therapeutics, Inc., a Nevada corporation (the Company ) to be held at 10:00 a.m., Pacific Daylight Time, on Wednesday, May 29, 2024. The accompanying proxy statement (the Proxy Statement ) details information regarding the Special Meeting, including a description of the proposals to be considered by stockholders at the Meeting and instructions for submitting your vote. Your vote is very important to us. Whether or not you plan to attend the Special Meeting virtually, I encourage you to vote your shares by proxy as promptly as possible by following the instructions beginning on page 2 of the enclosed Proxy Statement. Our Board of Directors has unanimously approved the proposals set forth in the Proxy Statement, and we recommend that you vote in favor of each such proposal. Thank you for your continued support of the Company. We look forward to your participation at the Special Meeting. Sincerely, /s/ Margaret FitzPatrick Margaret FitzPatrick Board Chair -i- Vistagen Therapeutics, Inc. 343 Allerton Avenue South San Francisco, CA 94080 Tel. (650) 577-3600 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS To Be Held on Wednesday, May 29, 2024, at 10:00 a.m. Pacific Daylight Time Dear Stockholder: We are pleased to invite you to virtually attend a Special Meeting of Stockholders (the Meeting or Special Meeting ) of Vistagen Therapeutics, Inc., a Nevada corporation (the Company , us , we or our ). The Special Meeting will be a virtual-format meeting, held exclusively via the Internet at http://meetnow.global/M96PG2G on Wednesday, May 29, 2024, at 10:00 a.m., Pacific Daylight Time, for the following purposes: 1. to approve an amendment to the Company's Amended and Restated 2019 Omnibus Equity Incentive Plan, as amended (the 2019 Plan ), to authorize an additional 4.0 million shares of common stock for issuance, in order to increase the number of shares available for issuance under the 2019 Plan from 1.0 million shares to 5.0 million shares (the Plan Amendment Proposal ); 2. to approve an amendment to the Company's 2019 Employee Stock Purchase Plan (the 2019 ESPP ), to increase the number of shares of common stock authorized for issuance thereunder from 33,334 shares to 1.0 million shares (the ESPP Amendment Proposal ); and 3. to 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 (the Proxy Statement ). The close of business on April 9, 2024 (the Record Date ) has been fixed as the Record Date for the determination of stockholders entitled to notice of and to vote at the Special 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 Special Meeting. A complete list of these stockholders will be available for examination by any of our stockholders for a period of ten days prior to the Special Meeting 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. This list will also be available for examination by stockholders of record during the webcast of the Special Meeting at: http://meetnow.global/M96PG2G You are entitled to virtually attend and vote at the Special Meeting online only if you were a stockholder as of the close of business on the Record Date or hold a valid proxy for the Special Meeting. If you are a stockholder of record, your ownership as of the Record Date will be verified prior to your virtual admittance into the Special Meeting. If you are not a stockholder of record but hold shares through a broker, trustee or nominee, you must p

View Full Filing

View this DEF 14A filing on SEC EDGAR