[Form 4] Vistagen Therapeutics, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Vistagen Therapeutics (VTGN) Chief Financial Officer Cynthia Lynn Anderson received a new stock option grant on June 23, 2025. The key details of this insider transaction include:

• Granted 100,000 stock options to purchase common stock
• Exercise price set at $1.96 per share
• Options expire on June 23, 2035 (10-year term)
• Vesting schedule: Equal monthly installments over 3 years from grant date

This equity compensation grant was made under the company's Amended and Restated 2019 Equity Omnibus Incentive Plan. The transaction represents a standard long-term incentive award for the CFO, aligning executive interests with shareholders through a three-year vesting period. No immediate shares were acquired or disposed of in this grant.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Anderson Cynthia Lynn

(Last) (First) (Middle)

C/O VISTAGEN THERAPEUTICS, INC.

343 ALLERTON AVENUE

(Street)

SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Vistagen Therapeutics, Inc. [ VTGN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$1.96	06/23/2025		A		100,000		(1)	06/23/2035	Common Stock	100,000	$0	100,000	D

Explanation of Responses:

1. Represents stock options (the "Options") granted pursuant to the Issuer's Amended and Restated 2019 Equity Omnibus Incentive Plan, as amended. The Options will begin vesting on June 23, 2025 (the "Grant Date"), and will vest in equal monthly installments over a three-year period until the Options become fully vested on the three (3) year anniversary of the Grant Date.

	/s/ Cynthia Anderson	06/25/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many stock options did VTGN's CFO Cynthia Anderson receive on June 23, 2025?

VTGN's CFO Cynthia Anderson received 100,000 stock options on June 23, 2025, with an exercise price of $1.96 per share.

What is the vesting schedule for VTGN CFO's new stock options granted in June 2025?

The stock options will vest in equal monthly installments over a three-year period, beginning June 23, 2025 (the Grant Date), until becoming fully vested on the three-year anniversary of the Grant Date (June 23, 2028).

What is the expiration date for VTGN CFO Cynthia Anderson's stock options granted in June 2025?

The stock options granted to VTGN's CFO have an expiration date of June 23, 2035, which is 10 years from the grant date.

What was the exercise price of VTGN stock options granted to the CFO in June 2025?

The exercise price of the stock options granted to VTGN's CFO Cynthia Anderson was $1.96 per share.

Under which equity plan were VTGN's CFO stock options granted in June 2025?

The stock options were granted pursuant to VTGN's Amended and Restated 2019 Equity Omnibus Incentive Plan, as amended.