Vistagen Announces the Two Leading Proxy Advisory Firms, Institutional Shareholder Services and Glass Lewis, Recommend Stockholders Vote “FOR” Proposal No. 5 to Provide its Board with the Option to Implement a Future Reverse Stock Split, if Necessary - Seite 2

Frequently Asked Questions and Answers

Question

Answer

If Proposal No. 5 is approved by stockholders at the Annual Meeting, will a Reverse Split be implemented immediately?

 

No, the Reverse Split will not be implemented immediately. If approved, Proposal No. 5 provides our Board with the option, but not the obligation, to implement a Reverse Split within the next 12 months, if, for example, it is needed to maintain our Nasdaq listing. Proposal No. 5 does not require our Board to implement the Reverse Split.

 

If Proposal No. 5 is approved at the Annual Meeting, and it becomes necessary and advisable to implement a Reverse Split to maintain our Nasdaq listing, our Board will carefully assess many factors, including timing, Company operations and market conditions to select a time for a Reverse Split that is most advantageous for the Company and its stockholders.

 

What will happen to Vistagen if Proposal No. 5 does not pass?

 

Nasdaq requires that a listed company maintain a minimum bid price of $1.00 per share. Vistagen is requesting approval from its stockholders to have the option to implement a Reverse Split if it becomes necessary to increase the per share price and bid price of the Company’s common stock in order to regain compliance with the $1.00 minimum bid price requirement of Nasdaq and maintain its Nasdaq listing.

 

Additionally, a reverse stock split that increases the price of the Company’s common stock has the potential to make the Company’s common stock more attractive and accessible to certain institutional investors and private wealth managers, which could enhance liquidity and provide for a stronger investor base.

Our Board and the two leading proxy advisory firms, ISS and Glass Lewis, believe it is in the best interest of all Vistagen stockholders to vote “FOR” Proposal No. 5.

 

What happens if I don’t vote?

 

If you don’t vote, or if you abstain, it may count the same as a vote AGAINST Proposal No. 5. Therefore, we strongly encourage each investor to follow the recommendations of ISS and Glass Lewis and vote “FOR” Proposal No. 5 as promptly as possible.