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[8-K] Vistagen Therapeutics, Inc. Reports Material Event

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Vistagen Therapeutics, Inc. approved retention awards in the form of stock option grants for all employees. Key executives, including the CEO, CLO, Chief Corporate Development Officer, COO, and CFO, each received options to purchase up to 75,000 shares of common stock.

The options were granted on April 7, 2026 under the Amended and Restated 2019 Omnibus Equity Incentive Plan at an exercise price of $0.5358 per share. Twenty-five percent vests six months after the grant date, with additional 25% installments every six months until fully vested after two years.

Positive

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Negative

  • None.
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.
Executive option grant size 75,000 options Per named executive under the 2019 Omnibus Equity Incentive Plan
Exercise price $0.5358 per share Stock options granted on April 7, 2026
Grant date April 7, 2026 Date options were issued as retention awards
Initial vesting portion 25% of options Vests six months after the grant date
Subsequent vesting installments 25% every six months After initial vesting until fully vested
Full vesting period 2 years Options fully vest on the two-year anniversary of grant
Number of named executives 5 executives Senior officers receiving 75,000 options each
retention awards financial
"approved of retention awards in the form of a stock option grant"
stock option grant financial
"approved of retention awards in the form of a stock option grant (the “Options”)"
exercise price financial
"have an exercise price of $0.5358 per share"
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
vest financial
"25% of the Options will vest six months after the Grant Date"
A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.
2019 Omnibus Equity Incentive Plan financial
"under the Company’s Amended and Restated 2019 Omnibus Equity Incentive Plan"
FALSE000141168500014116852024-09-232024-09-23

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): April 7, 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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 7, 2026, the Compensation Committee of the Board of Directors of Vistagen Therapeutics, Inc. (the “Company”), in consultation with the Company’s independent compensation consultant, approved of retention awards in the form of a stock option grant (the “Options”) to all Company employees, including the following executives who each received options to purchase up to 75,000 shares of the Company’s common stock, par value $0.001 per share: (i) Shawn K. Singh, President and Chief Executive Officer, (ii) Reid G. Adler, Chief Legal Officer, (iii) Elissa S. Cote, Chief Corporate Development Officer, (iv) Joshua S. Prince, Chief Operating Officer, and (v) Nick B. Tressler, Chief Financial Officer.

The Options were issued on April 7, 2026 (the “Grant Date”) under the Company’s Amended and Restated 2019 Omnibus Equity Incentive Plan, as amended (the “2019 Plan”), and have an exercise price of $0.5358 per share. 25% of the Options will vest six months after the Grant Date and the remainder will vest in additional 25% installments every six months thereafter, so that the Options become fully vested on the two-year anniversary of the Grant Date.

The foregoing summary of the Options does not purport to be complete and is subject to the terms and conditions of the 2019 Plan and applicable award agreement.







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: April 13, 2026By:/s/ Shawn K. Singh
  Shawn K. Singh
President and Chief Executive Officer

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