VistaGen Therapeutics Inc (VTGN)

[INFINITI]

On December 20, 2022, Vistagen Therapeutics, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, VTGN Merger Sub, Inc., a wholly-owned subsidiary of the Company (“Merger Sub”), Pherin Pharmaceuticals, Inc. (“Pherin”), and Kevin McCarthy in the capacity of Stockholder Representative. The Merger Agreement provides for the Company’s acquisition of Pherin pursuant to the merger of Merger Sub with and into Pherin, with Pherin as the surviving corporation (the “Merger”). Upon completion of the Merger, Pherin will become a wholly-owned subsidiary of the Company. Immediately prior to the consummation of the Merger (the “Effective Time”), each of Pherin’s directors and officers will resign so that no employees or other affiliates of Pherin will continue to serve in their respective roles following the Merger