---
schema_version: "secwatch.filing_event.v1"
accession: "0001851734-22-000643"
form_type: "8-K"
ticker: "VTGN"
cik: "0001411685"
company_name: "Vistagen Therapeutics, Inc."
filed_at: "2022-10-28T23:59:59+00:00"
generated_at: "2026-06-22T22:30:13.590751+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# Vistagen shareholders approve reverse stock split authorization up to 1-for-30; bylaw amendment fails

## Summary
- Proposal 5 passed: 104.2M for, 25.4M against; board may implement reverse split at 1:2 to 1:30 ratio.
- Proposal 6 failed: 65.6M for short of 103.4M majority needed; board cannot unilaterally set director count.
- Reverse split authorization expires October 14, 2023; board may act anytime before then.

## SEC filing metadata
- accession: 0001851734-22-000643
- form_type: 8-K
- ticker: VTGN
- cik: 0001411685
- company_name: Vistagen Therapeutics, Inc.
- filed_at: 2022-10-28T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1411685/000185173422000643/0001851734-22-000643-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1411685/000185173422000643/vtgn20221028_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001851734-22-000643
- JSON: https://secwatch.observer/filing/0001851734-22-000643.json
- Plain text: https://secwatch.observer/filing/0001851734-22-000643.txt

## Key facts
- Shareholder Votes
  Vistagen Therapeutics, Inc. shareholders approved Approval of Discretionary Authorization to Implement a Reverse Stock Split at the 2022-10-28 meeting.
  - Proposal: reverse split
  - Outcome: passed
  - Meeting: 2022-10-28
  source text: Proposal No. 5 – Approval of Discretionary Authorization to Implement a Reverse Stock Split For Against Abstain Votes 104,229,120 25,372,666 4,016,453 The vote required to approve Proposal No. 5, discretionary authority for the Company’s Board of Directors (the “ Board ”) to have the option to implement a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (“ Common Stock ”), at a ratio of between 1-for-2 and 1-for-30 (the “ Reverse Split ”), with the exact ratio to be determined by the Board, and the filing of an amendment to the Company’s Restated and Amended Articles of Incorporation, as amended, with the Nevada Secretary of State to effect the Reverse Split at any time as the Board may deem necessary and advisable prior to October 14, 2023, the one-year anniversary of the initial date of the Company’s 2022 Annual Meeting of Stockholders (the “ Annual Meeting ”) (the “ Reverse Split Authorization ”), was the affirmative vote
  evidence_url: https://www.sec.gov/Archives/edgar/data/1411685/000185173422000643/0001851734-22-000643-index.htm
- Shareholder Votes
  Vistagen Therapeutics, Inc. shareholders rejected Approval of an Amendment to the Company's Bylaws at the 2022-10-28 meeting.
  - Proposal: charter amendment
  - Outcome: failed
  - Meeting: 2022-10-28
  source text: Proposal No. 6 – Approval of an Amendment to the Company ’ s Bylaws For Against Abstain Votes 65,592,186 24,302,176 3,454,611 The vote required to approve Proposal No. 6 to amend the Company’s Second Amended and Restated Bylaws, as amended, to allow the Board in its sole discretion to determine, from time to time, the number of directors constituting the Board was the affirmative vote of a majority of the 206,836,945 outstanding shares of the Company’s Common Stock entitled to vote as of the record date for the Annual Meeting. Accordingly, stockholders did not approve Proposal No. 6.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1411685/000185173422000643/0001851734-22-000643-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.