Vistagen (VTGN) Form 4: Director Joanne Curley Receives 17,600 Options

Rhea-AI Filing Summary

Form 4: Director Joanne Curley received a grant of non-qualified stock options in Vistagen Therapeutics, Inc. (VTGN). The options were granted on 09/09/2025 with an exercise price of $3.61 and cover 17,600 shares of common stock. The options vest in twelve equal monthly installments beginning on the grant date and expire on 09/09/2035. Following the transaction, Ms. Curley beneficially owns 17,600 options directly. The report was filed by an attorney-in-fact on 09/11/2025.

Positive

• Transparent disclosure of director compensation via Form 4 filed promptly
• Equity alignment: grant ties director incentives to shareholder value through stock options

Negative

• Potential dilution if the 17,600 options are exercised in the future

Insights

Corporate Governance Expert

TL;DR: Standard director option grant to align interests; vesting schedule is short-term focused.

The grant of 17,600 non-qualified stock options to a sitting director is a typical equity-based compensation mechanism to align management and board interests with shareholders. The twelve-month monthly vesting beginning at grant encourages near-term retention and continued service. The exercise price of $3.61 sets the economic threshold for value realization. From a governance perspective, disclosure via Form 4 and filing by an attorney-in-fact meets transparency expectations.

Securities Analyst

TL;DR: Transaction is routine insider compensation; limited immediate market impact indicated by disclosure.

This Form 4 reports a compensation-related option award rather than a market purchase or sale. The options increase potential future share dilution if exercised but represent granted, not exercised, instruments. Key deal terms: 17,600 options, $3.61 exercise price, vesting monthly over 12 months, expiration 09/09/2035. The filing provides clear transaction details but does not indicate any stock sales or changes in currently issued shares.

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

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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^*

Curley Joanne

(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 did Joanne Curley receive according to the VTGN Form 4?

Ms. Curley was granted 17,600 non-qualified stock options with an exercise price of $3.61 on 09/09/2025.

When do the VTGN options vest and when do they expire?

The options vest in 12 equal monthly installments beginning on the grant date and expire on 09/09/2035.

How many shares does Ms. Curley beneficially own after the reported transaction?

The Form 4 reports 17,600 options beneficially owned directly by Ms. Curley following the grant.

What is the exercise price for the options reported on the VTGN Form 4?

The exercise (conversion) price is reported as $3.61 per share.

Who filed the Form 4 and when was it signed?

The filing was signed by Cynthia Anderson, Attorney-in-Fact and dated 09/11/2025.