Vistagen (VTGN) hires Angel S. Angelov, MD, MBA as Chief Medical Officer with option grant
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Vistagen Therapeutics appointed Angel S. Angelov, M.D., MBA as Chief Medical Officer effective May 18, 2026. He brings over two decades of clinical development and medical affairs experience from roles at companies including Karuna Therapeutics, Neurocrine Biosciences, Novartis and Teva, as well as academic positions.
His compensation includes a starting annual base salary of $425,000, a $50,000 signing bonus paid in two tranches, and eligibility for an annual discretionary cash bonus targeted at 45% of base salary. He also received an inducement stock option grant to purchase 150,000 shares at an exercise price of $0.5955 per share, vesting over four years, in accordance with Nasdaq Listing Rule 5635(c)(4). Vistagen also entered into an indemnification agreement with him and issued a press release describing his appointment and the company’s late clinical-stage neuroscience focus.
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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
Base salary: $425,000 per year
Signing bonus: $50,000
Target annual bonus: 45% of base salary
+3 more
6 metrics
Base salary
$425,000 per year
Starting annual base salary for CMO role
Signing bonus
$50,000
Paid 50% at start and 50% six months after effective date
Target annual bonus
45% of base salary
Discretionary cash bonus target tied to performance goals
Inducement option size
150,000 shares
Stock options granted as inducement to join Vistagen
Option exercise price
$0.5955 per share
Exercise price equal to VTGN closing price on May 18, 2026
Option vesting schedule
25% at 1 year, rest over 36 months
Four-year vesting, subject to continued service
Key Terms
Inducement Grant, Nasdaq Listing Rule 5635(c)(4), Regulation FD Disclosure, nose-to-brain neurocircuitry, +2 more
6 terms
Inducement Grant financial
"As an inducement material to Dr. Angelov’s entering into employment with the Company, Dr. Angelov was granted, on the Effective Date, stock options..."
An inducement grant is a stock-based reward given to a new hire—often options or restricted shares—used as a recruiting “signing bonus” to encourage someone to join a company and stay long enough to add value. Investors care because these grants can dilute existing shareholdings, change executive incentives and increase reported compensation costs, so they signal both management priorities and potential impacts on shareholder value.
Nasdaq Listing Rule 5635(c)(4) regulatory
"The Inducement Grant will be issued in accordance with Nasdaq Listing Rule 5635(c)(4)."
NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.
Regulation FD Disclosure regulatory
"Item 7.01 Regulation FD Disclosure. A copy of the press release announcing Dr. Angelov’s appointment is attached..."
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
nose-to-brain neurocircuitry technical
"a late clinical-stage biopharmaceutical company pioneering neuroscience with nose-to-brain neurocircuitry to develop and commercialize a new class of intranasal product candidates..."
pherines technical
"a new class of intranasal product candidates called pherines, today announced the appointment of Angel S. Angelov..."
forward-looking statements regulatory
"This press release contains certain forward-looking statements within the meaning of the federal securities laws..."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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): May 18, 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:
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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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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 18, 2026 (the “Effective Date”), Vistagen Therapeutics, Inc. (the “Company”) appointed Angel S. Angelov, M.D., MBA to serve as the Company’s Chief Medical Officer.
Dr. Angelov, age 57, served as Chief Medical Officer at Theranica, a neuromodulation therapeutics company, from October 2024 to May 2026. Prior to Theranica, Dr. Angelov served as Managing Director at ANG Holding from July 2023 to September 2024, as Vice President, Head of Medical Affairs, at Karuna Therapeutics, a clinical-stage biopharmaceutical company and wholly-owned subsidiary of Bristol Myers Squibb, from July 2021 to July 2023 and as Vice President, Clinical Leader for VMAT-2 Franchise and Head of Medical Affairs at Neurocrine Biosciences (Nasdaq: NBIX), a biopharmaceutical company in the neurological, endocrine, psychiatric and immunology spaces, from January 2019 to July 2021. He has also held clinical development and medical affairs roles at Indivior, Teva Pharmaceuticals (Nasdaq: TEVA), Novartis (NYSE: NVS), Nupathe, Inc. and Collagenex, as well as faculty positions at Thomas Jefferson University and Temple University. Dr. Angelov earned his M.D. from Sofia Medical University and completed his residency and fellowship training at Thomas Jefferson University. Dr. Angelov also earned an MBA from the Wharton School of Business. Dr. Angelov is Board Certified in Psychiatry, as a diplomate of the American Board of Psychiatry and Neurology, and holds an active Pennsylvania medical license.
Except as disclosed herein, there are no arrangements or understandings between Dr. Angelov and any other person pursuant to which he was appointed as the Company’s Chief Medical Officer, and Dr. Angelov is not a participant in any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K.
As specified in his offer letter, Dr. Angelov will be an at-will employee of the Company and, in exchange for his services as Chief Medical Officer, will be paid a starting annual base salary of $425,000 and will be eligible to participate in the Company’s benefit and compensation plans, including the Company’s Amended and Restated 2019 Omnibus Equity Incentive Plan, as amended (the “2019 Plan”), and the 2019 Employee Stock Purchase Plan, as amended. Dr. Angelov will also receive a $50,000 signing bonus, payable in two separate tranches, subject, among other things, to Dr. Angelov’s continued employment with the Company (the “Signing Bonus”). 50% of the Signing Bonus will be paid upon the Effective Date, and the remaining 50% will be paid on the six-month anniversary of the Effective Date. In addition, Dr. Angelov will be eligible to receive an annual discretionary cash bonus with an initial target of 45% of his then annual base salary based upon the achievement of performance goals set by, and determined in the sole discretion of, the Board of Directors or the Compensation Committee of the Board of Directors and subject to Dr. Angelov’s continued employment with the Company.
As an inducement material to Dr. Angelov’s entering into employment with the Company, Dr. Angelov was granted, on the Effective Date, stock options to purchase up to a total of 150,000 shares of the Company’s common stock, par value $0.001 per share (the “Inducement Grant”). The Inducement Grant will begin vesting on the one-year anniversary of the Effective Date and will continue vesting in equal monthly installments over a 36-month period so that, subject to Dr. Angelov’s continued service to the Company, the Inducement Grant will become fully vested on the fourth anniversary of the Effective Date. The Inducement Grant has a ten-year term and an exercise price per share of $0.5955, the closing price of the Company’s common stock on The Nasdaq Capital Market on May 18, 2026. The Inducement Grant will be issued in accordance with Nasdaq Listing Rule 5635(c)(4).
In connection with his appointment, the Company and Dr. Angelov 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. Angelov to the fullest extent permitted under Nevada law against liability that may arise by reason of his service to 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. Angelov’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 Angel S. Angelov, M.D., MBA, dated May 18, 2026 | |||||||
| 99.1 | Press Release issued by Vistagen Therapeutics, Inc., dated May 19, 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: May 19, 2026 | By: | /s/ Shawn K. Singh | ||||||
| Shawn K. Singh President and Chief Executive Officer | ||||||||
EXHIBIT 99.1
Vistagen Appoints Angel S. Angelov, MD, MBA, as Chief Medical Officer
Dr. Angelov brings extensive industry experience across multiple therapeutic areas
SOUTH SAN FRANCISCO, Calif.-- (BUSINESS WIRE)— May 19, 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 Angel S. Angelov, MD, MBA, as Chief Medical Officer (CMO), effective May 18, 2026.
"We are pleased to welcome Dr. Angelov to the Vistagen team,” said President and Chief Executive Officer of Vistagen, Shawn Singh. “His two decades of leadership across clinical development and medical affairs, including roles at Karuna, Neurocrine, Novartis, and Teva, will be instrumental as we work to improve suboptimal standards of care in our targeted therapeutic areas.”
Dr. Angelov most recently served as CMO at Theranica, a neuromodulation therapeutics company. Previously, Dr. Angelov served as Managing Director at ANG Holding, as Vice President, Head of Medical Affairs at Karuna Therapeutics (now a wholly owned subsidiary of Bristol Myers Squibb), and as Vice President, Clinical Leader for the VMAT-2 Franchise and Head of Medical Affairs at Neurocrine Biosciences. He has also held clinical development and medical affairs positions at CollaGenex, Indivior, Novartis, NuPathe, and Teva, as well as faculty positions at Thomas Jefferson University and Temple University. Dr. Angelov earned his M.D. from Sofia Medical University and completed his residency and fellowship training at Thomas Jefferson University. Dr. Angelov also earned an MBA from the Wharton School at the University of Pennsylvania. Dr. Angelov is Board Certified in Psychiatry, is a diplomate of the American Board of Psychiatry and Neurology and holds an active Pennsylvania medical license.
“I am honored and excited to join Vistagen, a team so deeply committed to addressing critical areas of unmet need across multiple therapeutic areas such as neuropsychiatry and women’s health," said Dr. Angelov. “Vistagen’s pioneering work with neurocircuitry-focused pherines represents a compelling opportunity to reshape how we approach patient care. I look forward to contributing to Vistagen’s mission to deliver transformative treatments and improve lives, alongside a team that shares my commitment to patient care and scientific innovation.”
The Compensation Committee of Vistagen’s Board of Directors granted Dr. Angelov an incentive option, in accordance with Nasdaq Listing Rule 5635(c)(4), to purchase up to an aggregate of 150,000 shares of Vistagen’s common stock in connection with his appointment as CMO, as an inducement material to Dr. Angelov’s decision to enter into employment with Vistagen. The option will have an exercise price of $0.5955 per share and will vest as to 25% of the shares on the one-year anniversary of its grant, with the remainder of the shares vesting ratably, on a monthly basis, over 36 months thereafter.
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 the acute treatment of social anxiety disorder, itruvone for treatment of major depressive disorder, and refisolone for treatment of 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. Angelov’s appointment as Chief Medical Officer, the potential attributes and benefits of Vistagen’s product candidates and Vistagen’s efforts to advance the development of its 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 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, 2025, and Quarterly Report on Form 10-Q for the period ended December 31, 2025, 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
FAQ
What executive change did Vistagen Therapeutics (VTGN) announce in this 8-K?
Vistagen Therapeutics appointed Angel S. Angelov, M.D., MBA as its new Chief Medical Officer effective May 18, 2026. He brings extensive clinical development and medical affairs experience from multiple biopharmaceutical companies and academic roles, supporting Vistagen’s late clinical-stage neuroscience programs.
What is the compensation package for Vistagen’s new CMO, Dr. Angelov?
Dr. Angelov will receive a $425,000 annual base salary, a $50,000 signing bonus paid in two tranches, and eligibility for an annual discretionary cash bonus targeted at 45% of base salary, subject to performance goals and continued employment with Vistagen.
What stock options were granted to Dr. Angelov by Vistagen (VTGN)?
Vistagen granted Dr. Angelov an inducement stock option to purchase 150,000 shares of common stock at an exercise price of $0.5955 per share. The option has a ten-year term and vests over four years, starting one year after the effective date.
How do Dr. Angelov’s Vistagen stock options vest over time?
The inducement option vests as to 25% of the shares on the one-year anniversary of the grant date. The remaining 75% vests in equal monthly installments over the following 36 months, subject to his continued service with Vistagen during the vesting period.
What legal protections did Vistagen provide to its new CMO?
Vistagen entered into an Indemnification Agreement with Dr. Angelov. The company agrees to indemnify him to the fullest extent permitted under Nevada law for liabilities arising from his service and to advance certain expenses related to covered proceedings.
What therapeutic focus does Vistagen highlight in the press release about the new CMO?
Vistagen describes itself as a late clinical-stage biopharmaceutical company developing intranasal pherine product candidates targeting nose-to-brain neurocircuitry. Lead programs include fasedienol for social anxiety disorder, itruvone for major depressive disorder, and refisolone for menopausal vasomotor symptoms.