UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-Q/A
(Amendment No. 2)
(Mark One)
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☑
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the quarterly period ended December 31, 2016
or
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the transition period from
to
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Commission File Number: 000-54014
VistaGen Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
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Nevada
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20-5093315
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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343 Allerton Avenue
South San Francisco, CA 94080
(Address of principal executive offices including zip
code)
(650) 577-3600
(Registrant’s telephone number, including area
code)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes ☒ No
☐
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (Sec.232.405 of this
chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such
files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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[ ]
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Accelerated filer
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Non-Accelerated filer
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Smaller reporting company
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[X]
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(do not check if a smaller reporting company)
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Emerging growth company
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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.
☐
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
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As of February 10, 2017, 8,581,471 shares of the registrant’s
common stock, $0.001 par value, were issued and
outstanding.
EXPLANATORY NOTE
VistaGen Therapeutics, Inc. (the Company) is filing this Amendment No. 2 to our Quarterly
Report on Form 10-Q for the fiscal quarter ended December 31, 2016
(originally filed with the Securities and Exchange Commission on
February 13, 2017) to amend Exhibit 10.1 (Exclusive License and
Sublicense Agreement by and between VistaGen Therapeutics, Inc. and
Apollo Biologics LP, effective December 9, 2016) (the
Exhibit) in response to communications from the staff of
the Securities and Exchange Commission regarding our request for
confidential treatment for certain portions of the Exhibit. Item 6
of Part II of the original filing is hereby amended to include a
revised redacted version of the Exhibit. All other items of our
Quarterly Report on Form 10-Q for the fiscal quarter ended December
31, 2016 are unaffected by the change described above and have been
omitted from this Amendment No. 2.
Item 6. EXHIBITS
Exhibit
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Number
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Description
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10.1 +
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Exclusive License and Sublicense Agreement by and between VistaGen
Therapeutics. Inc and Apollo Biologics LP, effective December 9,
2016, filed herewith.
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10.2 +*
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Patent License Amendment Agreement between VistaGen Therapeutics
Inc. and University Health Network effective December 9,
2016.
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31.1**
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Certification of the Principal Executive Officer required by
Rule 13a-14(a) under the Securities Exchange Act of 1934, as
amended, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
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31.2**
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Certification of the Principal Financial Officer required by
Rule 13a-14(a) under the Securities Exchange Act of 1934, as
amended, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
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32**
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Certification of the Principal Executive and Financial Officers
required by Rule 13a-14(b) and Section 1350 of
Chapter 63 of Title 18 of the United States Code, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
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101.INS**
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XBRL Instance Document
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101.SCH**
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XBRL Taxonomy Extension Schema
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101.CAL**
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XBRL Taxonomy Extension Calculation Linkbase
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101.DEF**
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XBRL Taxonomy Extension Definition Linkbase
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101.LAB**
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XBRL Taxonomy Extension Label Linkbase
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101.PRE**
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XBRL Taxonomy Extension Presentation Linkbase
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+
Confidential
treatment has been requested for certain confidential portions of
this exhibit pursuant to Rule 24b-2 under the Securities Exchange
Act of 1934. In accordance with Rule 24b-2, these confidential
portions have been omitted from this exhibit and filed separately
with the Securities and Exchange Commission.
*
Filed
as Exhibit 10.2 to Amendment No. 1 to the Company’s Quarterly
Report on Form 10-Q for the period ended December 31, 2016, filed
with the Securities and Exchange Commission on May 1,
2017.
**
Previously
filed as like numbered exhibits to the Company’s Quarterly
Report on Form 10-Q for the period ended December 31, 2016, filed
with the Securities and Exchange Commission on February 13,
2017.
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.
/s/ Shawn K.
Singh
Shawn K. Singh
Chief Executive Officer (Principal Executive Officer)
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/s/ Jerrold D.
Dotson
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Jerrold D. Dotson
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Chief Financial Officer (Principal Financial and Accounting
Officer
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Dated: May 11, 2017