Vistagen (VTGN) awards Chief Legal Officer 100k stock options

Rhea-AI Filing Summary

Vistagen Therapeutics, Inc. (VTGN) filed a Form 4 disclosing an equity award to a senior executive. On 06/23/2025 the company granted its Chief Legal Officer, Reid G. Adler, a non-derivative stock option covering 100,000 shares of common stock at an exercise price of $1.96 per share. The award was issued under Vistagen’s Amended and Restated 2019 Equity Omnibus Incentive Plan.

The option vests in equal monthly installments over three years beginning on the grant date, resulting in full vesting on the three-year anniversary (06/23/2028), and carries a ten-year contractual term expiring 06/23/2035. Following this transaction Mr. Adler beneficially owns 100,000 derivative securities directly, and no open-market purchases or sales of common stock were reported. No 10b5-1 trading plan was indicated. The filing was signed by Cynthia Anderson, Attorney-in-Fact, on 06/25/2025.

Because the disclosure involves a routine incentive grant to a single officer with no immediate cash proceeds or share disposition, it is generally viewed as neutral to mildly positive from a governance standpoint: it aligns executive incentives with long-term shareholder value without altering the public float in the near term.

Positive

• 100,000 stock options granted to Chief Legal Officer at $1.96 exercise price, incentivising long-term performance

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine option grant; aligns incentives, limited near-term market impact.

The Form 4 reports a standard compensation award rather than a market transaction. The 100,000-share option equals roughly 0.1% of a 100 million-share company, a non-material dilution level. At a $1.96 strike, value is contingent on meaningful appreciation, incentivising performance. No shares were sold, so supply dynamics remain unchanged. Overall impact on price or liquidity should be negligible.

Corporate Governance Expert

TL;DR: Governance-friendly equity incentive; neutral financial effect, positive alignment.

The award follows the approved 2019 plan, indicating procedural compliance. Monthly vesting over 36 months promotes retention and continual alignment, while a 10-year term is standard in biotech. Absence of a 10b5-1 plan disclosure suggests discretionary holding. From a governance lens, the filing is transparent and free of red flags, but does not materially alter ownership structure—hence classified as not impactful to investors.

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^*

Adler Reid G.

(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 Legal 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, 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 VTGN disclose in the latest Form 4?

The filing reports a grant of 100,000 stock options to Chief Legal Officer Reid G. Adler on 06/23/2025.

What is the exercise price of the Vistagen options?

The options carry a $1.96 per share exercise price.

When do the VTGN options vest and expire?

They vest monthly over three years starting 06/23/2025 and expire on 06/23/2035.

Did the insider buy or sell VTGN common shares?

No common-stock purchases or sales were reported—only an option grant.

How many derivative securities does the insider now own?

After the grant, Mr. Adler beneficially owns 100,000 derivative securities directly.