Vistagen (VTGN) Form 4: 17,600-Share Option Award to Director

Rhea-AI Filing Summary

Insider option grant reported for Vistagen Therapeutics (VTGN). Director Ann Cunningham was granted a non-qualified stock option to buy 17,600 shares of common stock at an exercise price of $3.61 per share. The option vests in twelve equal monthly installments beginning on the grant date and is exercisable through 09/09/2035. Following the reported transaction, the reporting person beneficially owns 17,600 shares subject to the option as direct ownership. The grant was made under the company's Amended and Restated 2019 Omnibus Equity Incentive Plan.

Insights

Financial Analyst

TL;DR: Routine equity compensation grant to a director; modest size and long-dated exercise window, limited near-term dilution.

The filing discloses a standard non-qualified stock option award of 17,600 shares at a $3.61 strike, vesting monthly over one year and expiring in 2035. From an investor viewpoint, this is a typical board-level equity grant under the issuer's omnibus plan and does not by itself signal material corporate change. The absolute size and single grant imply limited immediate dilution and no disclosed cash proceeds to the company unless options are exercised.

Corporate Governance Expert

TL;DR: Governance-wise this is a routine director award documented under the firm's equity plan with defined vesting terms.

The Form 4 clearly ties the award to the Amended and Restated 2019 Omnibus Equity Incentive Plan and specifies twelve equal monthly vesting installments beginning at grant. The filing identifies the reporting person as a director and shows direct beneficial ownership of the awarded options. There are no irregularities or additional arrangements disclosed in the filing.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Cunningham Ann Michelle

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Non-Qualified Stock Option (right to buy)	17,600	$0.00	--

Holdings After Transaction: Non-Qualified Stock Option (right to buy) — 17,600 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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^*

Cunningham Ann Michelle

(Last) (First) (Middle)

C/O VISTAGEN THERAPEUTICS, INC.

343 ALLERTON AVE

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2025

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
Non-Qualified Stock Option (right to buy)	$3.61	09/09/2025		A		17,600		(1)	09/09/2035	Common Stock	17,600	$0.0	17,600	D

Explanation of Responses:

1. Represents stock options granted pursuant to the Issuer's Amended and Restated 2019 Omnibus Equity Incentive Plan, as amended, which vest in twelve equal monthly installments, beginning on the date of the grant.

	/s/ Cynthia Anderson, Attorney-in-Fact	09/11/2025
	** 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

What option grant did Ann Cunningham report for VTGN?

The report shows a non-qualified stock option for 17,600 shares with an exercise price of $3.61 per share.

How does the option vest according to the Form 4?

The option vests in twelve equal monthly installments beginning on the grant date.

When does the option expire and what is the exercisable period?

The option has an expiration date of 09/09/2035 and is exercisable according to the vesting schedule.

Under what plan was the option granted?

The award was granted under the issuer's Amended and Restated 2019 Omnibus Equity Incentive Plan.

How many shares are beneficially owned following the transaction?

Following the reported transaction, the reporting person beneficially owns 17,600 shares subject to the option as direct ownership.