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

Rhea-AI Filing Summary

Vistagen Therapeutics director Jon S. Saxe received a grant of non-qualified stock options. The Form 4 reports a grant of 17,600 options on 09/09/2025 with an exercise price of $3.61 and an expiration date of 09/09/2035. The filing shows 17,600 underlying shares beneficially owned following the transaction and lists the reporting persons relationship to the issuer as a Director. The grant was made under the issuers Amended and Restated 2019 Omnibus Equity Incentive Plan, and the options "vest in twelve equal monthly installments, beginning on the date of the grant," per the filing. The Form 4 was signed by an attorney-in-fact on 09/11/2025.

Positive

• Grant of 17,600 non-qualified stock options disclosed, providing transparency on insider compensation.

Negative

• None.

Insights

Securities Analyst

TL;DR: A routine equity grant to a director; limited immediate market impact.

The filing documents a standard non-qualified option award to Director Jon S. Saxe for 17,600 shares at $3.61 per share, expiring in 2035. The award vests monthly over one year, which spreads potential dilution and aligns compensation with service. This is a common executive/director equity practice and, standing alone, is unlikely to materially affect VTGNs financial position or capital structure.

Corporate Governance Expert

TL;DR: Typical director grant under the companys omnibus plan; governance disclosure appears complete.

The Form 4 discloses the grant under the Amended and Restated 2019 Omnibus Equity Incentive Plan and provides vesting terms. The report identifies the reporting person as a director and includes the required signature by an attorney-in-fact. From a governance standpoint, the disclosure meets Section 16 filing conventions for executive compensation reporting.

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^*

SAXE JON S

(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

Who filed the Form 4 for Vistagen Therapeutics (VTGN)?

The filing reports transactions by Jon S. Saxe, identified as a Director of Vistagen Therapeutics.

What was the transaction reported on the VTGN Form 4 dated 09/09/2025?

A grant of 17,600 non-qualified stock options with an exercise price of $3.61 was reported, dated 09/09/2025.

When do the options expire and how many shares do they cover?

The options have an expiration date of 09/09/2035 and cover 17,600 underlying shares.

What are the vesting terms for the VTGN options granted to the director?

The filing states the options vest in twelve equal monthly installments, beginning on the date of the grant.

Who signed the Form 4 and when was it signed?

The form was signed by Cynthia Anderson, Attorney-in-Fact on 09/11/2025.