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

Rhea-AI Filing Summary

Form 4 overview: On 06/23/2025 Vistagen Therapeutics, Inc. (VTGN) granted Chief Operating Officer Joshua S. Prince non-qualified stock options to purchase 100,000 shares of common stock at an exercise price of $1.96 per share.

The options were issued under the company’s Amended and Restated 2019 Equity Omnibus Incentive Plan. According to the filing they vest in equal monthly instalments over three years, beginning on the grant date, and expire on 06/23/2035. No cash consideration was paid for the award (price of derivative security reported as $0). After this transaction the reporting person beneficially owns 100,000 derivative securities; no change in Prince’s direct common-stock holdings was disclosed, and no indirect ownership was reported.

The filing is routine and discloses only an incentive option grant; there are no sales, open-market purchases, or other equity transactions. The transaction was coded “A” (acquisition) and filed by a single reporting person. No 10b5-1 trading plan was indicated.

Investor takeaways: (1) The award modestly increases potential insider ownership if the options are exercised, aligning executive incentives with shareholder value creation. (2) The three-year, monthly vesting schedule encourages retention. (3) The strike price of $1.96 establishes the threshold above which the COO could profit over the next decade. No immediate dilution occurs until options are exercised, and the grant size is immaterial relative to Vistagen’s total shares outstanding as of the latest public data (not provided in this filing).

Insights

Securities Analyst

TL;DR: Routine option grant; aligns incentives, negligible dilution, neutral near-term impact.

The Form 4 reports a standard incentive award rather than open-market buying or selling. While the 100,000-share option block seems large, it is typically a small fraction of VTGN’s float and vests over three years, spreading any future dilution. The $1.96 strike implies management confidence that the share price will exceed that level long-term, but investors should note there is no direct cash investment today. Because no shares were sold, there is no negative signalling; however, the grant itself is not a bullish indicator comparable to insider purchases. Overall, the disclosure is housekeeping with limited financial consequence.

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
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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^*

Prince Joshua 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 Operating 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).
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FAQ

What did VTGN disclose in the latest Form 4?

VTGN granted its COO Joshua S. Prince 100,000 stock options at $1.96 per share on 06/23/2025.

How many VTGN shares are covered by the new option grant?

The grant covers 100,000 shares of Vistagen common stock.

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 shares in the open market?

No. The filing only reports an option grant; no open-market transactions occurred.

Is the Form 4 linked to a 10b5-1 trading plan?

The filing does not indicate the transaction was executed under Rule 10b5-1(c).