Vistagen (VTGN) awards 75,000 stock options to Chief Corp Development Officer

Rhea-AI Filing Summary

Vistagen Therapeutics, Inc. reported that Chief Corp Development Officer Elissa S. Cote received a grant of stock options covering 75,000 shares of common stock. The options have an exercise price of $0.5358 per share and expire on April 7, 2036.

According to the grant terms, 25% of the options will vest on the six-month anniversary of April 7, 2026, with additional 25% installments vesting every six months until they are fully vested on the two-year anniversary of the grant date. This is a compensation-related award rather than an open-market purchase.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Cote Elissa S.

Role Chief Corp Development Officer

Type	Security	Shares	Price	Value
Grant/Award	Incentive Stock Option (right to buy)	75,000	$0.00	--

Holdings After Transaction: Incentive Stock Option (right to buy) — 75,000 shares (Direct)

Footnotes (1)

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Key Figures

Option grant size: 75,000 options Exercise price: $0.5358 per share Expiration date: April 7, 2036 +1 more

4 metrics

Option grant size 75,000 options Incentive Stock Option grant on April 7, 2026 grant date reference

Exercise price $0.5358 per share Exercise price for Incentive Stock Options

Expiration date April 7, 2036 Option expiry for 75,000-share grant

Post-transaction derivative holdings 75,000 options Total options held following this grant

Key Terms

Incentive Stock Option, Amended and Restated 2019 Omnibus Equity Incentive Plan, vesting, expiration date

4 terms

Incentive Stock Option financial

"Incentive Stock Option (right to buy)"

An incentive stock option is a type of employee benefit that gives a worker the right to buy company shares at a fixed price, with special tax advantages if the employee holds the shares for a required period. Think of it as a coupon to buy future shares at today’s price that can result in lower tax on the gain. Investors care because ISOs can dilute share count, align staff incentives with the stock price, and affect company compensation costs and the timing of potential share sales.

Amended and Restated 2019 Omnibus Equity Incentive Plan financial

"granted pursuant to the Issuer's Amended and Restated 2019 Omnibus Equity Incentive Plan"

vesting financial

"25% of the Options will vest on the six-month anniversary"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

expiration date financial

"expiration_date": "2036-04-07T00:00:00.000Z"

The expiration date is the deadline after which a financial contract, such as an option or a futures agreement, is no longer valid or can be exercised. It matters to investors because it determines the timeframe during which they can take action or benefit from the contract, similar to how a coupon or a food item has a limited period of usefulness. Once the expiration date passes, the contract loses its value or ability to be used.

Form 4 Insider Transactions: What Each Field Means →

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^*

Cote Elissa S.

(Last) (First) (Middle)

C/O VISTAGEN THERAPEUTICS, INC.

343 ALLERTON AVE

(Street)

SOUTH SAN FRANCISCO CALIFORNIA 94080

(City) (State) (Zip)

UNITED STATES

(Country)

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 Corp Development Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/07/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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
Incentive Stock Option (right to buy)	$0.5358	04/07/2026		A		75,000		(1)	04/07/2036	Common Stock	75,000	$0.0	75,000	D

Explanation of Responses:

1. Represents stock options (the "Options") granted pursuant to the Issuer's Amended and Restated 2019 Omnibus Equity Incentive Plan, as amended. 25% of the Options will vest on the six-month anniversary of April 7, 2026 (the "Grant Date"), and will vest in 25% installments every six months thereafter until the Options become fully vested on the two (2) year anniversary of the Grant Date.

	By: Nick B. Tressler, Attorney-in-Fact For: Elissa S. Cote	04/09/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Vistagen Therapeutics (VTGN) disclose about Elissa S. Cote in this Form 4?

Vistagen Therapeutics disclosed that Chief Corp Development Officer Elissa S. Cote received a grant of stock options for 75,000 shares. These options are a compensation award, giving her the right to buy common stock at a fixed exercise price over time.

How many Vistagen (VTGN) shares are covered by Elissa Cote’s new stock options?

Elissa Cote’s new stock option grant covers 75,000 shares of Vistagen common stock. These are derivative securities, meaning they give her the right to purchase underlying common shares if she chooses to exercise the options in the future.

What is the exercise price of Elissa Cote’s Vistagen (VTGN) stock options?

The stock options granted to Elissa Cote have an exercise price of $0.5358 per share. This price is the fixed amount she must pay per share to convert the options into Vistagen common stock if she exercises them before expiration.

When do Elissa Cote’s Vistagen (VTGN) stock options vest?

The options vest over two years. Twenty-five percent vest on the six-month anniversary of April 7, 2026, and the remaining 75% vest in 25% installments every six months, becoming fully vested on the two-year anniversary of the grant date.

When do Elissa Cote’s Vistagen (VTGN) stock options expire?

Elissa Cote’s stock options expire on April 7, 2036. She may choose to exercise vested options any time before that expiration date, subject to the terms of Vistagen’s Amended and Restated 2019 Omnibus Equity Incentive Plan.

Is Elissa Cote’s Form 4 for Vistagen (VTGN) an open-market stock purchase?

No, this Form 4 reflects a grant of stock options as compensation, not an open-market stock purchase. The options were awarded under Vistagen’s equity incentive plan and give her the right to buy shares at a preset exercise price.