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

Rhea-AI Filing Summary

Vistagen Therapeutics, Inc. (VTGN) filed a Form 4 on 25-Jun-2025 detailing an equity award to its newly appointed Chief Corporate Development Officer, Elissa S. Cote. On 23-Jun-2025 Ms. Cote received 150,000 stock options with an exercise price of $1.96 per share and an expiration date of 23-Jun-2035. The transaction is coded “A,” indicating an acquisition at no cost to the insider.

The options vest 25 % on 23-Jun-2026, with the remaining 75 % vesting in equal monthly installments over the subsequent 36 months, resulting in full vesting three years after the initial cliff. Following the grant, Ms. Cote beneficially owns 150,000 derivative securities and reported no ownership of, or transactions in, non-derivative common shares.

This award forms part of her employment package and aligns her long-term incentives with shareholder interests. Although the grant introduces potential dilution of roughly 150,000 shares, it does not involve any insider selling and therefore has minimal immediate market impact.

Positive

• No insider sales; the transaction is an equity grant, eliminating near-term selling pressure.
• Equity-based compensation aligns management interests with long-term shareholder value.

Negative

• Potential dilution of 150,000 shares once the options are exercised.

Insights

Securities Analyst

TL;DR – Routine insider option grant; neutral impact, no sales, minor future dilution.

The filing records a standard compensatory award to a newly hired executive. The 150 k options represent a small fraction of VTGN’s outstanding shares and carry a 10-year term at a strike of $1.96, close to recent trading levels. Because the grant is service-based and no shares were sold, it neither signals insider pessimism nor creates cash flow. Investors should note eventual dilution, but the long vesting schedule spreads any impact over several years, keeping the event operationally neutral.

Corporate Governance Expert

TL;DR – Equity grant aligns new CDO’s incentives; governance practices appear standard.

Linking compensation to equity is a conventional governance tool for an R&D-stage biotech like Vistagen. The 25 / 75 vesting structure with a one-year cliff encourages retention while staggering dilution. No performance conditions are disclosed, which is common for service-only options but may draw scrutiny from pay-for-performance advocates. Overall, the disclosure is complete, timely, and consistent with SEC rules, suggesting no governance red flags.

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^*

Cote Elissa S.

(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 Corp Development 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		150,000		(1)	06/23/2035	Common Stock	150,000	$0(2)	150,000	D

Explanation of Responses:

1. 25% of the stock options vest on June 23, 2026 (the "Vesting Start Date") and 1/36th of the remaining number of shares vest monthly thereafter until all awarded shares are fully vested three (3) years after the Vesting Start Date.

2. The stock options were granted in connection with the Reporting Person's appointment as Chief Corporate Development Officer.

	/s/ Cynthia Anderson, Attorney-in-Fact	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

What did Vistagen Therapeutics (VTGN) file on 25-Jun-2025?

The company filed a Form 4 reporting a stock-option grant to its Chief Corporate Development Officer.

How many options were granted and at what exercise price?

Ms. Cote received 150,000 options with an exercise price of $1.96 per share.

What is the vesting schedule for the VTGN options?

25 % vests on 23-Jun-2026; the remaining 75 % vests monthly over the following 36 months.

When do the options granted to the VTGN executive expire?

The options expire on 23-Jun-2035 if not exercised earlier.

Were any VTGN shares sold in this Form 4 filing?

No. The filing shows only an acquisition of derivative securities and no share sales.

Why were the options granted to Elissa S. Cote?

They were granted in connection with her appointment as Chief Corporate Development Officer.