Vistagen Therapeutics Inc SEC Filings

Vistagen Therapeutics (VTGN) has filed a Form 3 (Initial Statement of Beneficial Ownership) for Elissa S. Cote, who has been appointed as the company's Chief Corporate Development Officer. The filing date is June 28, 2025, with the triggering event occurring on June 23, 2025.

Key details from the filing:

• The reporting person currently owns no securities of the company, either direct or indirect
• No derivative securities (options, warrants, etc.) are reported as beneficially owned
• This is an individual filing, not a joint/group submission
• The filing address is listed as 343 Allerton Avenue, South San Francisco, CA 94080

This Form 3 filing is a standard regulatory requirement for new officers, directors, and 10% shareholders to disclose their initial ownership positions in the company's securities.

Vistagen Therapeutics (VTGN) Chief Financial Officer Cynthia Lynn Anderson received a new stock option grant on June 23, 2025. The key details of this insider transaction include:

• Granted 100,000 stock options to purchase common stock
• Exercise price set at $1.96 per share
• Options expire on June 23, 2035 (10-year term)
• Vesting schedule: Equal monthly installments over 3 years from grant date

This equity compensation grant was made under the company's Amended and Restated 2019 Equity Omnibus Incentive Plan. The transaction represents a standard long-term incentive award for the CFO, aligning executive interests with shareholders through a three-year vesting period. No immediate shares were acquired or disposed of in this grant.

Form 4 overview: On 06/23/2025 Vistagen Therapeutics, Inc. (VTGN) granted Chief Operating Officer Joshua S. Prince non-qualified stock options to purchase 100,000 shares of common stock at an exercise price of $1.96 per share.

The options were issued under the company’s Amended and Restated 2019 Equity Omnibus Incentive Plan. According to the filing they vest in equal monthly instalments over three years, beginning on the grant date, and expire on 06/23/2035. No cash consideration was paid for the award (price of derivative security reported as $0). After this transaction the reporting person beneficially owns 100,000 derivative securities; no change in Prince’s direct common-stock holdings was disclosed, and no indirect ownership was reported.

The filing is routine and discloses only an incentive option grant; there are no sales, open-market purchases, or other equity transactions. The transaction was coded “A” (acquisition) and filed by a single reporting person. No 10b5-1 trading plan was indicated.

Investor takeaways: (1) The award modestly increases potential insider ownership if the options are exercised, aligning executive incentives with shareholder value creation. (2) The three-year, monthly vesting schedule encourages retention. (3) The strike price of $1.96 establishes the threshold above which the COO could profit over the next decade. No immediate dilution occurs until options are exercised, and the grant size is immaterial relative to Vistagen’s total shares outstanding as of the latest public data (not provided in this filing).

Vistagen Therapeutics, Inc. (VTGN) filed a Form 4 disclosing an equity award to a senior executive. On 06/23/2025 the company granted its Chief Legal Officer, Reid G. Adler, a non-derivative stock option covering 100,000 shares of common stock at an exercise price of $1.96 per share. The award was issued under Vistagen’s Amended and Restated 2019 Equity Omnibus Incentive Plan.

The option vests in equal monthly installments over three years beginning on the grant date, resulting in full vesting on the three-year anniversary (06/23/2028), and carries a ten-year contractual term expiring 06/23/2035. Following this transaction Mr. Adler beneficially owns 100,000 derivative securities directly, and no open-market purchases or sales of common stock were reported. No 10b5-1 trading plan was indicated. The filing was signed by Cynthia Anderson, Attorney-in-Fact, on 06/25/2025.

Because the disclosure involves a routine incentive grant to a single officer with no immediate cash proceeds or share disposition, it is generally viewed as neutral to mildly positive from a governance standpoint: it aligns executive incentives with long-term shareholder value without altering the public float in the near term.

Vistagen Therapeutics (VTGN) President and CEO Shawn Singh received a significant stock option grant on June 23, 2025. The Form 4 filing discloses:

• Grant of 300,000 stock options to purchase common stock
• Exercise price set at $1.96 per share
• Options expire on June 23, 2035
• Vesting schedule: Equal monthly installments over 3 years starting from grant date

The stock options were granted under the company's Amended and Restated 2019 Equity Omnibus Incentive Plan. This equity compensation aligns the CEO's interests with shareholders through long-term vesting requirements. Singh serves as both President/CEO and Director of Vistagen Therapeutics.

Vistagen Therapeutics (Nasdaq: VTGN) filed an 8-K disclosing a C-suite change under Item 5.02.

• Elissa Cote, age 50, was appointed Chief Corporate Development Officer effective June 23 2025.
• Cote’s background includes senior strategy and BD roles at Mallinckrodt, Sucampo and MedImmune, plus advisory work since 2022.
• The Company executed a customary Indemnification Agreement with Cote, attached as Exhibit 10.1, requiring full indemnity and expense advancement to the maximum extent allowed by Nevada law.
• No related-party transactions or special arrangements were reported.
• Press release announcing the hire is filed as Exhibit 99.1.

No financial metrics were updated; the report is limited to leadership and governance matters.