Vistagen Therapeutics (Nasdaq: VTGN) names Douglas J. Williamson to board
Rhea-AI Filing Summary
Vistagen Therapeutics, Inc. appointed Douglas J. Williamson, M.D. to its Board of Directors on July 29, 2026. Upon joining the board, he received stock options under the Director Compensation Plan to purchase up to 40,826 shares of common stock at an exercise price of $0.2433 per share, equal to the closing price on his appointment date. The options have a ten-year term and vest in equal annual installments over a three-year period beginning on the one-year anniversary of the Effective Date, becoming fully vested on the three-year anniversary. He will also receive annual cash compensation and additional equity awards under the plan.
Vistagen and Dr. Williamson entered into an Indemnification Agreement under which the company will indemnify him to the fullest extent permitted under Nevada law and advance certain expenses related to covered proceedings. Vistagen describes itself as a late clinical-stage biopharmaceutical company developing intranasal pherine product candidates, including fasedienol in U.S. Phase 3 development for social anxiety disorder and, in Phase 2 development, itruvone for major depressive disorder and refisolone for vasomotor symptoms due to menopause.
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8-K Event Classification
3 items: 5.02, 7.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Director stock options: 40,826 shares
Option exercise price: $0.2433 per share
Option term: 10 years
+4 more
7 metrics
Director stock options
40,826 shares
Options granted to Douglas J. Williamson upon his appointment to the board
Option exercise price
$0.2433 per share
Exercise price equal to the closing price on Dr. Williamson’s appointment date
Option term
10 years
Term of the stock options granted to Douglas J. Williamson
Vesting period
3 years
Options vest in equal annual installments over three years beginning on the one-year anniversary of the Effective Date
Fasedienol development stage
U.S. Phase 3
Intranasal pherine candidate for social anxiety disorder
ItruVone development stage
Phase 2
Intranasal pherine candidate for major depressive disorder
Refisolone development stage
Phase 2
Intranasal pherine candidate for vasomotor symptoms due to menopause
Key Terms
Indemnification Agreement, nose-to-brain neurocircuitry, pherines, late clinical-stage biopharmaceutical company, +1 more
5 terms
Indemnification Agreement regulatory
"the Company and Dr. Williamson entered into an Indemnification Agreement"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
nose-to-brain neurocircuitry medical
"pioneering neuroscience with nose-to-brain neurocircuitry to develop and commercialize"
pherines medical
"a new class of intranasal product candidates called pherines"
late clinical-stage biopharmaceutical company financial
"Vistagen (Nasdaq: VTGN), a late clinical-stage biopharmaceutical company"
vasomotor symptoms medical
"refisolone for vasomotor symptoms (hot flashes) due to menopause"
Vasomotor symptoms are sudden feelings of intense heat, often with sweating and rapid heartbeat, commonly known as hot flashes and night sweats; they occur when the body’s mechanism for controlling blood vessel widening and narrowing becomes unstable. Investors should care because these symptoms affect large patient groups and drive demand for treatments, influence clinical trial design and regulatory decisions, and can materially affect sales and market value of therapies addressing quality-of-life conditions—think of them as a thermostat malfunction that creates a clear medical market need.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What board change did Vistagen Therapeutics (VTGN) announce?
Vistagen appointed Douglas J. Williamson, M.D. to its Board of Directors on July 29, 2026. He will serve until the next annual meeting of stockholders, or until a successor is elected and qualified or his earlier death, resignation or removal.
What stock option grant did Douglas J. Williamson receive from Vistagen (VTGN)?
Upon joining the board, Dr. Williamson received options to purchase up to 40,826 shares of Vistagen common stock at an exercise price of $0.2433 per share. The options have a 10-year term and vest in equal annual installments over three years.
How will Douglas J. Williamson be compensated as a Vistagen (VTGN) director?
Dr. Williamson is entitled to compensation under Vistagen’s Director Compensation Plan, including the initial stock option grant, annual cash compensation, and additional equity awards in line with other non-employee directors of the company.
What protections does Vistagen’s Indemnification Agreement give Dr. Williamson?
Vistagen agreed to indemnify Dr. Williamson to the fullest extent permitted under Nevada law for liability arising from his role as director and to advance certain expenses he incurs in proceedings where he could be indemnified.
What is Vistagen Therapeutics (VTGN) focusing on in its pipeline?
Vistagen is a late clinical-stage biopharmaceutical company developing intranasal pherine product candidates, including fasedienol in U.S. Phase 3 for social anxiety disorder and itruvone and refisolone in Phase 2 for major depressive disorder and menopausal vasomotor symptoms.
What relevant experience does Douglas J. Williamson bring to Vistagen (VTGN)?
Dr. Williamson has nearly three decades in neuroscience drug development, including senior roles at QurAlis, Acadia Pharmaceuticals, Avadel Pharmaceuticals, H. Lundbeck, and Eli Lilly, where he contributed to approvals of several neuropsychiatric therapies.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 29, 2026
(Exact name of registrant as specified in its charter)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2)
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 29, 2026, the Board of Directors (the “Board”) of Vistagen Therapeutics, Inc. (the “Company”), upon recommendation from the Corporate Governance and Nominating Committee of the Board, unanimously approved of the appointment of Douglas J. Williamson, M.D. as a director to serve until the Company’s next annual meeting of stockholders or until his successor is duly elected and qualified or until his earlier death, resignation or removal.
Dr. Williamson will be entitled to receive compensation under the Company’s Director Compensation Plan. In accordance with this plan, upon Dr. Williamson’s appointment to the Board, Dr. Williamson received stock options issued under the Company’s Amended and Restated 2019 Omnibus Equity Incentive Plan, as amended (the “Options”), to purchase up to 40,826 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), at an exercise price of $0.2433 per share, an amount equal to the closing price of the Company’s Common Stock on Dr. Williamson’s appointment date (the “Effective Date”). The Options have a term of ten years and will vest in equal annual installments over a three-year period beginning on the one-year anniversary of the Effective Date, such that the Options will become fully vested and exercisable on the three-year anniversary of the Effective Date. Dr. Williamson is also entitled to annual cash compensation and equity awards under the terms of the Company’s Director Compensation Plan.
There are no arrangements or understandings between Dr. Williamson and any other persons pursuant to which he was elected as a director. Dr. Williamson does not have any family relationships with any of the Company’s directors or executive officers. There are no transactions and no proposed transactions between Dr. Williamson and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with his appointment, the Company and Dr. Williamson entered into an Indemnification Agreement (the “Indemnification Agreement”), a copy of which is attached hereto as Exhibit 10.1. The Indemnification Agreement requires the Company to indemnify Dr. Williamson to the fullest extent permitted under Nevada law against liability that may arise by reason of his position as a director of the Company, and to advance certain expenses incurred as a result of any proceeding against him as to which he could be indemnified.
The foregoing description of the Indemnification Agreement is not complete and is qualified in its entirety by reference to the full text of the Indemnification Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 5.02 by reference.
Item 7.01 Regulation FD Disclosure.
A copy of the press release announcing Dr. Williamson’s appointment is attached to this Current Report on Form 8-K as Exhibit 99.1.
The information under this Item 7.01 and Exhibit 99.1 attached hereto are intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits Index
| Exhibit No. | Description | |||||||
| 10.1 | Indemnification Agreement by and between Vistagen Therapeutics, Inc. and Douglas J. Williamson, M.D., dated July 29, 2026 | |||||||
| 99.1 | Press Release issued by Vistagen Therapeutics, Inc., dated July 31, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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.
| Vistagen Therapeutics, Inc. | ||||||||
| Date: July 31, 2026 | By: | /s/ Shawn K. Singh | ||||||
| Shawn K. Singh President and Chief Executive Officer | ||||||||
EXHIBIT 99.1
Vistagen Appoints Douglas J. Williamson to its Board of Directors
Dr. Williamson brings nearly three decades of leadership experience in neuroscience drug development, clinical research, and regulatory strategy
SOUTH SAN FRANCISCO, Calif.--(GLOBE NEWSWIRE)—July 31, 2026, Vistagen (Nasdaq: VTGN), a late clinical-stage biopharmaceutical company pioneering neuroscience with nose-to-brain neurocircuitry to develop and commercialize a new class of intranasal product candidates called pherines, today announced the appointment of Douglas J. Williamson, MD, to its Board of Directors (“Board”). Dr. Williamson brings extensive experience leading neuroscience drug development programs from early clinical research through regulatory approval and commercialization.
“We are pleased to welcome Dr. Williamson to Vistagen’s Board of Directors,” said President and Chief Executive Officer Shawn Singh. “Over his career, he has guided therapies from early development through regulatory approval and into the hands of patients. That expertise will be invaluable as we advance our neuroscience pipeline and evaluate future corporate growth opportunities. We look forward to his perspectives as we work to deliver innovative treatments to patients with unmet needs.”
Dr. Williamson is currently a CNS Drug Development Consultant and founder of Destiny Biopharm Consulting. Most recently, he served as Chief Medical Officer of QurAlis Corporation. Prior to QurAlis, he was Executive Vice President, Head of Research and Development at Acadia Pharmaceuticals Inc., where he led the company’s research and development strategy across its neuroscience pipeline and served on its Executive Management Committee. Earlier in his career, Dr. Williamson served as Chief Medical Officer of Avadel Pharmaceuticals and held senior leadership positions at H. Lundbeck A/S, including Senior Vice President, Head of U.S. Research and Development, and Deputy Global Chief Medical Officer. He also served as Vice President, Global Head of Therapeutic Area Leadership at Parexel International. During his tenure at Eli Lilly and Company, Dr. Williamson contributed to the development and regulatory approval of several neuropsychiatric therapies, including Symbyax for treatment-resistant depression and bipolar depression, Zyprexa for bipolar maintenance, and supported the commercial development of Cymbalta. Dr. Williamson previously served on the Board of Bright Minds Biosciences (Nasdaq: DRUG), and was a member of its Compensation, Audit, Nomination and Corporate Governance Committees. He holds a medical degree from the University of Edinburgh.
“It’s a privilege to join Vistagen’s Board,” said Dr. Williamson. “The Company’s mission of bringing forward new treatment options for patients across a range of conditions is one I am glad to support, and I am excited to work with the experienced team as they continue to advance the Company’s innovative research and development efforts.”
About Vistagen
Vistagen (Nasdaq: VTGN) is a late clinical-stage biopharmaceutical company leveraging a deep understanding of nose-to-brain neurocircuitry to develop and commercialize a new class of rapid-onset neurocircuitry-focused intranasal product candidates called pherines. Vistagen’s pherine product candidates are designed to achieve therapeutic benefits without requiring absorption into the blood or uptake into the brain, giving them the potential to be a safer alternative to other pharmacological options, if successfully developed and approved. Vistagen’s most advanced intranasal pherine product candidates are fasedienol in U.S. Phase 3 development for social anxiety disorder and, in Phase 2 development, itruvone for major depressive disorder and refisolone for vasomotor symptoms (hot flashes) due to menopause. Connect at www.Vistagen.com.
Forward-looking Statements
This press release contains certain forward-looking statements within the meaning of the federal securities laws, including, without limitation, statements regarding Dr. Williamson’s service on the Board, and the potential attributes and benefits of Vistagen’s product candidates. These forward-looking statements involve known and unknown risks that are difficult to predict and include all matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “project,” “outlook,” “strategy,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “strive,” “goal,” “continue,” “likely,” “will,” “would” and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by Vistagen and its management, are inherently uncertain. As with all pharmaceutical products, there are substantial risks and uncertainties in the process of development and potential commercialization and actual results or developments may differ materially from those projected or implied in these forward-looking statements. Risks that may impact the outcome of these forward-looking statements are more fully discussed in the section entitled “Risk Factors” in Vistagen’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026, as well as discussions of potential risks, uncertainties, and other important factors in Vistagen’s other filings with the U.S. Securities and Exchange Commission (“SEC”). Vistagen’s SEC filings are available on the SEC’s website at www.sec.gov. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this press release and should not be relied upon as representing Vistagen’s views as of any subsequent date. Vistagen explicitly disclaims any obligation to update any forward-looking statements other than as may be required by law. If Vistagen does update one or more forward-looking statements, no inference should be made that Vistagen will make additional updates with respect to those or other forward-looking statements.
Investor Inquiries:
IR@vistagen.com
Media Inquiries:
media@vistagen.com