VistaGen Therapeutics, Inc. (NASDAQ:VTGN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

VistaGen Therapeutics, Inc. (NASDAQ:VTGN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02Election of Directors.

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On January 10, 2019, Ann Cunningham, M.B.A., was appointed to serve on the Board of Directors (the “Board”) of VistaGen Therapeutics, Inc. (the“Company”), and to serve as a member of the Board’s Corporate Governance and Nominating Committee. Ms. Cunningham was deemed to be an “independent director,” as such term is defined in Rule 5605 of the listing rules of the Nasdaq Stock Market. A copy of the press release announcing Ms. Cunningham’s appointment is attached to this Current Report on Form 8-K as Exhibit 99.1.

Ann Cunningham, age 51, currently serves as Managing Partner of I3 Strategy Partners, an insights consulting team comprised of qualitative and quantitative market researchers, analytics experts and pharmaceutical industry strategists focused on planning and executing successful portfolio strategies and commercial launches in the pharmaceutical industry. Prior to founding I3 Strategy Partners, Ms. Cunningham served as Vice President, Neurodegenerative Diseases and Psychiatry for Teva Pharmaceuticals Industries, Ltd. from 2015 to 2018, as Senior Marketing Director for Otsuka America Pharmaceutical from 2013 to 2015 and in several commercial marketing-focused positions for Eli Lily and Company from 1999 to 2013, including serving as Global Marketing Senior Director from 2009 to 2013. Ms. Cunningham holds a B.A. degree in Psychology from Yale University and an M.B.A., with a focus on marketing management, from the University of Michigan.

There are no arrangements or understandings between Ms. Cunningham and any other person to which she was selected as a director, and Ms. Cunningham is not a participant in any related party transaction required to be reported to Item 404(a) ofRegulation S-K.

The Company entered into anIndemnification Agreement(the “Indemnification Agreement”) with Ms. Cunningham in connection with her appointment. TheIndemnification Agreementrequires the Company to indemnify Ms. Cunningham to the fullest extent permitted under Nevada law against liability that may arise by reason of her service to the Company and to advance certain expenses incurred as a result of any proceeding against her as to which she could be indemnified.

The foregoing description of theIndemnification Agreementis not complete and is qualified in its entirety by reference to the full text of theIndemnification Agreement, which is attached as Exhibit 10.1 to this Current Report onForm 8-Kand incorporated into this Item 5.02 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

See Exhibit Index.

VistaGen Therapeutics, Inc. Exhibit
EX-10.1 2 ex10-1.htm INDEMNIFICATION AGREEMENT,…
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About VistaGen Therapeutics, Inc. (NASDAQ:VTGN)

VistaGen Therapeutics, Inc. is a clinical-stage biopharmaceutical company. The Company is engaged in developing and commercializing product candidates for patients with diseases and disorders involving the central nervous system (CNS). Its lead product candidate, AV-101, is an orally available prodrug candidate in Phase II development, initially for the adjunctive treatment of major depressive disorder (MDD) in patients with an inadequate response to standard antidepressants approved by the United States Food and Drug Administration (FDA). In addition to AV-101, the Company has developed a human pluripotent stem cell (hPSC) technology platform, which includes its in-vitro bioassay system, CardioSafe 3D, to predict potential heart toxicity of new chemical entities (NCEs) long before testing in animal and human studies. The Company is focused on regenerative medicine (RM) applications using blood, cartilage, heart and/or liver cells derived from hPSCs.

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