On January 31, 2020, VistaGen Therapeutics, Inc. (the “Company”) received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market, LLC (“Nasdaq”) indicating that, based upon the closingbid priceof the Company’s common stock, par value $0.001 per share (“Common Stock”), for the last 30 consecutive business days, the Company is not currently in compliance with the requirement to maintain a minimumbid priceof $1.00 per share for continued listing on the Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Notice”).

The Notice has no immediate effect on the continued listing status of the Company\’s Common Stock on the Nasdaq Capital Market, and, therefore, the Company\’s listing remains fully effective.

The Company is provided a compliance period of 180 calendar days from the date of the Notice, or until July 29, 2020, to regain compliance with the minimum closing bid requirement, to Nasdaq Listing Rule 5810(c)(3)(A). If at any time before July 29, 2020, the closing bid price of the Company’s Common Stock closes at or above $1.00 per share for 10 consecutive business days, Nasdaq will provide written notification that the Company has achieved compliance with the minimum bid price requirement, and the matter would be resolved. If the Company does not regain compliance during the compliance period ending July 29, 2020, then Nasdaq may grant the Company a second 180 calendar day period to regain compliance, provided the Company (i) meets the continued listing requirement for market value of publicly-held shares and all other initial listing standards for the Nasdaq Capital Market, other than the minimumclosing bid pricerequirement and (ii) notifies Nasdaq of its intent to cure the deficiency.

The Company will continue to monitor the closingbid price of its Common Stock and seek to regain compliance with all applicable Nasdaq requirements within the allotted compliance periods. If the Company does not regain compliance within the allotted compliance periods, including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Company\’s Common Stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel. There can be no assurance that the Company will regain compliance with the minimumbid price requirement during the 180-day compliance period, secure a second period of 180 days to regain compliance or maintain compliance with the other Nasdaq listing requirements.

Item 8.01. Other Events.

On January 30, 2019, the Company announced that its Investigational New Drug application for AV-101, the Company’s oral NMDAR (N-methyl-D-aspartate receptor) glycine site antagonist, as a potential treatment of dyskinesia in patients with Parkinson’s disease receiving levodopa-based therapy has been cleared by the U.S. Food and Drug Administration. The Company also announced that it has received a notice of allowance from the U.S. Patent and Trademark Office for a new AV-101 U.S. Patent for treatment of dyskinesia induced by the administration of levodopa. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01. Exhibits.

(d) Exhibits

VistaGen Therapeutics, Inc. Exhibit
EX-99 2 ex99-1.htm PRESS RELEASE Blueprint   Exhibit 99.1   VistaGen Therapeutics Receives FDA Clearance of IND for Phase 2 Clinical Study of AV-101 as a Potential Treatment of Dyskinesia in Parkinson\’s Disease Patients   Company also Receives a Notice of Allowance from the USPTO for a New AV-101 U.S. Patent for Treatment of Dyskinesia Induced by Levodopa Therapy   SOUTH SAN FRANCISCO,…
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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.