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Vistagen Therapeutics (NASDAQ: VTGN) granted 180-day Nasdaq bid-price extension

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Vistagen Therapeutics, Inc. reports that Nasdaq has granted a 180-day extension, until February 1, 2027, to regain compliance with the $1.00 per share Minimum Bid Price Requirement for its common stock to remain listed on the Nasdaq Capital Market.

The extension does not immediately affect the stock’s listing, which remains fully effective. Vistagen has informed Nasdaq it intends to cure the deficiency within the extension period. If compliance is not restored by that deadline, the common stock would be subject to delisting, and any appeal to a Nasdaq Hearing Panel is not assured of success.

Positive

  • None.

Negative

  • Nasdaq delisting risk if compliance not regained: Vistagen’s common stock remains below the $1.00 Minimum Bid Price Requirement and must regain compliance by February 1, 2027 or it will be subject to delisting, with any appeal to a Nasdaq Hearing Panel offering no assurance of success.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
Extension Period 180 days Length of Nasdaq bid-price compliance extension granted on August 4, 2026
Extension Deadline February 1, 2027 Date by which Vistagen must regain compliance with the Nasdaq Minimum Bid Price Requirement
Minimum Bid Price Requirement $1.00 per share Required minimum bid price for Vistagen common stock under Nasdaq Listing Rule 5550(a)(2)
Noncompliance Period 30 consecutive business days Duration Vistagen’s stock stayed below $1.00 before the initial Nasdaq notice disclosed February 6, 2026
Minimum Bid Price Requirement regulatory
"to maintain a minimum bid price of $1.00 per share for continued listing"
A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.
Nasdaq Capital Market regulatory
"for continued listing on the Nasdaq Capital Market"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
Nasdaq Listing Rule 5550(a)(2) regulatory
"as set forth in Nasdaq Listing Rule 5550(a)(2)"
Nasdaq Hearing Panel regulatory
"the Company may appeal Nasdaq’s delisting determination to a Nasdaq Hearing Panel"
A Nasdaq hearing panel is a group of independent reviewers who decide whether a publicly listed company has broken the exchange’s rules and what penalties, if any, should apply. Think of it like a neighborhood committee that reviews complaints and can impose fines, require fixes, or remove a member; for investors, the panel’s rulings can affect whether a stock keeps trading, faces suspension, or suffers reputational and price impact.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What Nasdaq extension did Vistagen Therapeutics (VTGN) receive?

Vistagen received a 180-day extension from Nasdaq, giving the company until February 1, 2027 to regain compliance with the $1.00 per share Minimum Bid Price Requirement for its common stock to continue trading on the Nasdaq Capital Market.

What is the Nasdaq Minimum Bid Price Requirement for VTGN shares?

Nasdaq Listing Rule 5550(a)(2) requires Vistagen’s common stock to maintain a minimum bid price of $1.00 per share. The company is currently below this level and is using the extension period to attempt to restore compliance and preserve its Nasdaq Capital Market listing.

Does the Nasdaq extension change Vistagen (VTGN)’s current listing status?

The extension has no immediate effect on Vistagen’s listing status. Its common stock continues to trade on the Nasdaq Capital Market, and the company’s listing remains fully effective while it works to regain compliance within the extension period.

What happens if Vistagen (VTGN) does not regain Nasdaq bid-price compliance?

If Vistagen does not restore the $1.00 bid price by February 1, 2027, Nasdaq will issue written notice that the common stock is subject to delisting. The company could appeal to a Nasdaq Hearing Panel, but there is no assurance any appeal would succeed.

How did Vistagen (VTGN) first fall out of Nasdaq bid-price compliance?

Nasdaq previously notified Vistagen, as disclosed in a filing on February 6, 2026, that its common stock had failed to meet the $1.00 Minimum Bid Price Requirement for 30 consecutive business days, triggering the initial compliance deficiency process.
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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): August 4, 2026
Vistagen Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
Nevada000-5401420-5093315
(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
(Registrants 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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per shareVTGN
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 August 4, 2026, Vistagen Therapeutics, Inc. (the “Company”) received an extension notification (the “Extension Notice”) from the Listing Qualifications Staff of The Nasdaq Stock Market, LLC (“Nasdaq”) granting the Company a 180-day extension, until February 1, 2027 (the “Extension Period”), to regain compliance with the requirement for the Company’s common stock, par value $0.001 per share (“Common Stock”), 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 “Minimum Bid Price Requirement”).

The Extension Notice has no immediate effect on the continued listing status of the Company's Common Stock on the Nasdaq Capital Market, and the Company’s listing remains fully effective.

As previously disclosed in the Company’s Current Report on Form 8-K, filed on February 6, 2026, the Company was notified by Nasdaq that its Common Stock failed to meet the Minimum Bid Price Requirement for a period of 30 consecutive business days. As of the date of this Report, the Company has not yet regained compliance with the Minimum Bid Price Requirement, and instead advised Nasdaq of its intent to cure the deficiency within the Extension Period.

If the Company does not regain compliance with the Minimum Bid Price Requirement within the Extension Period, Nasdaq will provide written notification to the Company that its Common Stock will be subject to delisting, at which time the Company may appeal Nasdaq’s delisting determination to a Nasdaq Hearing Panel (the “Panel”). There can be no assurance that, if the Company does need to appeal a Nasdaq delisting determination to the Panel, such appeal would be successful.







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: August 5, 2026By:/s/ Shawn K. Singh
Shawn K. Singh
President and Chief Executive Officer

Filing Exhibits & Attachments

3 documents