Nasdaq warns Vistagen (VTGN) on sub-$1 share price and delisting risk

Rhea-AI Filing Summary

Vistagen Therapeutics, Inc. received a Nasdaq notice that its common stock no longer meets the Nasdaq Capital Market’s minimum $1.00 bid price requirement, after trading below that level for 30 consecutive business days. The notice does not immediately affect the stock’s Nasdaq listing.

To regain compliance, Vistagen’s closing bid price must reach at least $1.00 per share for 10 consecutive business days during the 180-day period from February 3, 2026 to August 3, 2026. If the company still does not comply, Nasdaq may grant a second 180-day period if other listing standards are met, after which the stock could be delisted if compliance is not restored.

Positive

• None.

Negative

• Nasdaq minimum bid price deficiency and delisting risk: Vistagen’s stock has fallen below the $1.00 minimum bid for 30 consecutive business days, starting a 180-day cure period and creating a clear risk of Nasdaq delisting if compliance is not restored within the allowed timeframe.

Insights

Equity markets and listing standards analyst

Nasdaq warns Vistagen on sub-$1 share price, creating delisting risk if not corrected.

Vistagen’s shares have closed below $1.00 for 30 straight business days, triggering a Nasdaq Capital Market deficiency notice under Listing Rule 5550(a)(2). The company keeps its current listing for now, but must lift its bid price to regain compliance.

The rules require a minimum closing bid of $1.00 for 10 consecutive business days during the initial 180-day window ending on August 3, 2026. A second 180-day period is possible only if Vistagen meets all other initial listing standards, including market value of publicly held shares.

If the bid price is not restored within the available periods, Nasdaq can move to delist the common stock, which would likely shift trading to a less regulated venue. Actual outcomes depend on future share-price performance and whether Nasdaq grants an additional compliance period after August 3, 2026.

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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): February 3, 2026

Vistagen Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Nevada			000-54014			20-5093315
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification Number)

343 Allerton Ave.

South San Francisco, California 94080

(Address of principal executive offices)

(650) 577-3600

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.001 per share			VTGN			Nasdaq Capital Market

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)

Emerging Growth Company o

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On February 3, 2026, Vistagen Therapeutics, Inc. (the “Company”) received a letter (the “Notice”) from the Listing Qualifications Staff of The Nasdaq Stock Market, LLC (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s common stock, par value $0.001 per share (“Common Stock”), for the last 30 consecutive business days, the Company is not currently in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on the Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2).

The Letter has no immediate effect on the listing of the Company's Common Stock on The Nasdaq Capital Market. 

The Company intends to monitor the closing bid price of its Common Stock. To regain compliance, the closing bid price of the Company's Common Stock must be at least $1.00 per share for 10 consecutive business days during the 180-calendar day period from February 3, 2026 to August 3, 2026. If the Company does not regain compliance with the minimum bid price requirement by August 6, 2026, Nasdaq may grant the Company a second 180-calendar period to regain compliance. To qualify for this additional compliance period, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, other than the minimum bid price requirement. If the Company does not regain compliance within the allotted compliance periods, including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Company's Common Stock will be subject to delisting.

There can be no assurance that the Company will regain compliance with the minimum bid price requirement during the 180-day compliance period, secure a second 180-day period to regain compliance or maintain compliance with the other Nasdaq listing requirements.

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: February 6, 2026			By:			/s/ Shawn K. Singh
						Shawn K. Singh President and Chief Executive Officer

FAQ

What did Vistagen Therapeutics (VTGN) disclose about its Nasdaq listing?

Vistagen disclosed that Nasdaq notified the company its common stock no longer meets the $1.00 minimum bid price requirement after 30 consecutive days below that level. The notice currently has no immediate effect on the stock’s listing on the Nasdaq Capital Market.

Why is Vistagen Therapeutics (VTGN) out of compliance with Nasdaq rules?

Vistagen is out of compliance because the closing bid price of its common stock stayed below $1.00 per share for the last 30 consecutive business days. Nasdaq Listing Rule 5550(a)(2) requires a minimum $1.00 bid for continued listing on the Nasdaq Capital Market.

How can Vistagen (VTGN) regain compliance with Nasdaq’s minimum bid price rule?

Vistagen can regain compliance if its common stock closes at or above $1.00 per share for 10 consecutive business days during the 180-day period from February 3, 2026 to August 3, 2026. Nasdaq has discretion to confirm when the requirement is satisfied.

What happens if Vistagen (VTGN) is still noncompliant by August 3, 2026?

If Vistagen remains noncompliant by August 3, 2026, Nasdaq may grant a second 180-day compliance period. To qualify, Vistagen must satisfy all other initial Nasdaq Capital Market listing standards, including market value of publicly held shares, except the minimum bid price requirement.

Could Vistagen Therapeutics (VTGN) be delisted from Nasdaq?

Yes. If Vistagen does not restore its bid price to Nasdaq’s $1.00 minimum within the available compliance periods, including any second 180-day period, Nasdaq will notify the company that its common stock will be subject to delisting from the Nasdaq Capital Market.

Does the Nasdaq notice immediately affect trading in Vistagen (VTGN) shares?

No. The company stated that the Nasdaq notice has no immediate effect on the listing of its common stock. Vistagen’s shares continue to trade on the Nasdaq Capital Market while it monitors the bid price and seeks to regain compliance with listing standards.