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

Rhea-AI Filing Summary

Form 4 overview – ONE Group Hospitality, Inc. (STKS)

On 06/27/2025, 10% owner David Kanen and related entities (Kanen Wealth Management LLC, Philotimo Fund LP, and Philotimo Focused Growth & Income Fund) filed a joint Form 4 reporting a single open-market sale of 24,431 Class A common shares at $4.61 per share, generating roughly $113,000 in proceeds.

Post-transaction, the group reports the following indirect and direct holdings:

• Kanen Wealth Management LLC (KWM): 2,289,867 shares
• David Kanen (direct): 20,237 shares
• Philotimo Focused Growth & Income Fund: 393,975 shares
• Philotimo Fund, LP: 1,970,000 shares

Total disclosed beneficial ownership across all reporting persons equals approximately 4.67 million shares, sustaining their >10% ownership status.

Key footnote insight: KWM’s reported share count declined because several managed accounts are no longer considered beneficially owned after account-holder deaths and other uncontrollable events. Aside from the 24,431-share sale, the change in reported ownership is administrative rather than transactional.

Investor takeaway: The disposal represents < ~0.5%> of the group’s aggregate position and does not materially alter their strategic stake. However, it signals modest insider selling and clarifies why prior filings showed higher share totals.

Positive

• None.

Negative

• Insider sale of 24,431 shares by a >10% owner may be perceived as a mildly negative sentiment signal, albeit financially immaterial.
• Reported beneficial ownership reduction—even though largely administrative—could be misinterpreted by investors as broader divestment.

Insights

Equity Research Analyst

TL;DR: Small 0.5% insider sale; stake still >10%, impact limited.

The reported 24,431-share sale at $4.61 trims Kanen’s indirect stake via KWM by a fraction, leaving the group with 4.67 million shares. The filing’s footnote shows that most reduction stems from managed accounts no longer under KWM’s control, not market disposals. Given the modest dollar value and unchanged strategic ownership status, I view the event as neutral for valuation. Liquidity or governance concerns do not arise.

Corporate Governance Specialist

TL;DR: Administrative ownership reclassification dominates; governance risk low.

The joint filing clarifies beneficial-ownership mechanics across multiple entities and upholds transparency. The sole market transaction is immaterial. Footnote 5 indicates proper compliance with Section 16 after losing discretionary authority over certain accounts—an expected governance step. No red flags emerge; insider alignment remains intact.

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)
06/30/2025

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
Common Stock	06/30/2025		A(1)	V	7,541	A	$1.7	24,050	D

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

Explanation of Responses:

1. The Reporting Person is voluntarily reporting the acquisition of shares under the Issuer's 2019 Employee Stock Purchase Plan, as amended, in a transaction exempt under Rule 16b-3(c) and Rule 16b-3(d).

	/s/ Cynthia Anderson, Attorney-in-Fact	07/01/2025
	** 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

How many STKS shares did David Kanen sell on 06/27/2025?

The Form 4 shows a sale of 24,431 shares at $4.61 per share.

What is the total STKS stake held by Kanen-affiliated entities after the sale?

Combined holdings total about 4.67 million shares, including 2.29 million via Kanen Wealth Management LLC.

Why did Kanen Wealth Management’s reported ownership decline?

Footnote 5 states KWM ceased advising certain managed accounts, so those shares are no longer considered beneficially owned.

Does the filing affect Kanen’s >10% owner status in ONE Group Hospitality?

No. Even after the update, the group retains more than 10% of outstanding shares.

Was any derivative security activity reported in this Form 4?

No derivative securities were acquired or disposed of; Table II contains no reportable transactions.