Vistagen CEO acquires 36,818 shares via ESPP

Vistagen Therapeutics, Inc. President and CEO Shawn Singh acquired shares of the company through an employee stock purchase program.

Rhea-AI Filing Summary

Vistagen Therapeutics, Inc. President and CEO Shawn Singh acquired shares of the company through an employee stock purchase program. He received 36,818 shares of common stock at a purchase price of $0.1921 per share under Vistagen's 2019 Employee Stock Purchase Plan, as amended. This plan-related acquisition is classified as a grant or award and is exempt under Rule 16b-3.

Following this acquisition, Singh directly holds 54,846 shares of Vistagen common stock. The filing also reports an additional 20,875 shares of common stock held indirectly by The 1997 Singh Family Trust U/R/D 05/29/1997, reflecting family trust ownership separate from his direct holdings.

Insider Trade Summary

Grant/Award: 36,818 shares

Grant/Award 2 txns

Insider Singh Shawn

Role President and CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	36,818	$0.1921	$7K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 54,846 shares (Direct); Common Stock — 20,875 shares (Indirect, By The 1997 Singh Family Trust)

Footnotes (2)

1. F1. Represents acquisition of shares under the Issuer's 2019 Employee Stock Purchase Plan, as amended (the "ESPP"), in a transaction exempt under Rule 16b-3 and Rule 16b-3(d). The Reporting Person purchased the maximum amount permitted under the ESPP.
2. F2. Shares held by The 1997 Singh Family Trust U/R/D 05/29/1997.

Key Figures

ESPP shares acquired: 36,818 shares ESPP purchase price: $0.1921 per share Direct holdings after transaction: 54,846 shares +1 more

4 metrics

ESPP shares acquired 36,818 shares Common stock acquired via 2019 Employee Stock Purchase Plan

ESPP purchase price $0.1921 per share Price for shares acquired under ESPP

Direct holdings after transaction 54,846 shares Common stock directly owned by Shawn Singh after ESPP acquisition

Indirect trust holdings 20,875 shares Common stock held by The 1997 Singh Family Trust

Key Terms

Employee Stock Purchase Plan, ESPP, Rule 16b-3, indirect ownership

4 terms

Employee Stock Purchase Plan financial

"Represents acquisition of shares under the Issuer's 2019 Employee Stock Purchase Plan, as amended"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

ESPP financial

"The Reporting Person purchased the maximum amount permitted under the ESPP"

An Employee Stock Purchase Plan (ESPP) is a company program that lets employees buy the company’s shares at a reduced price, usually by setting aside a small portion of their pay over time. It matters to investors because it encourages employees to own part of the business—like giving staff a discounted membership— which can boost commitment and performance, while also potentially increasing the number of shares available and affecting shareholder value.

Rule 16b-3 regulatory

"in a transaction exempt under Rule 16b-3 and Rule 16b-3(d)"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

indirect ownership financial

"Shares held by The 1997 Singh Family Trust U/R/D 05/29/1997"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Vistagen (VTGN) CEO Shawn Singh report?

Shawn Singh reported acquiring 36,818 shares of Vistagen common stock through the company’s 2019 Employee Stock Purchase Plan. The shares were obtained as a plan-related grant or award, rather than an open-market trade, and are exempt under Rule 16b-3.

At what price did the VTGN CEO acquire new shares in this Form 4?

The CEO acquired 36,818 Vistagen shares at a purchase price of $0.1921 per share through the employee stock purchase plan. This reflects the plan’s terms and is treated as a compensatory acquisition, not a discretionary market purchase.

How many Vistagen (VTGN) shares does Shawn Singh hold after this transaction?

After the reported acquisition, Shawn Singh directly holds 54,846 shares of Vistagen common stock. The filing also shows 20,875 additional shares held indirectly by The 1997 Singh Family Trust, which represents separate family trust ownership.

What is The 1997 Singh Family Trust’s position in Vistagen (VTGN)?

The 1997 Singh Family Trust U/R/D 05/29/1997 holds 20,875 shares of Vistagen common stock as reported in the Form 4. These shares are listed as indirect ownership associated with Shawn Singh, distinct from his directly owned share position.

Was the VTGN CEO’s share acquisition an open-market purchase?

No, the CEO’s acquisition was through Vistagen’s 2019 Employee Stock Purchase Plan, not an open-market trade. The transaction is categorized as a grant or award and is exempt under Rule 16b-3, reflecting compensation-related share accumulation.

Did Shawn Singh purchase the maximum amount allowed under Vistagen’s ESPP?

Yes, the footnotes state that Shawn Singh purchased the maximum amount permitted under Vistagen’s 2019 Employee Stock Purchase Plan. This indicates he fully utilized his available allocation in the plan during this purchase period.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 07/02/2026 - 04:16 PM EDT Learn about SEC filing dates

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^*

Singh Shawn

(Last) (First) (Middle)

C/O VISTAGEN THERAPEUTICS, INC.

343 ALLERTON AVENUE

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026

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
Common Stock	06/30/2026		A(1)	V	36,818	A	$0.1921	54,846	D
Common Stock								20,875	I	By The 1997 Singh Family Trust(2)

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. Represents acquisition of shares under the Issuer's 2019 Employee Stock Purchase Plan, as amended (the "ESPP"), in a transaction exempt under Rule 16b-3 and Rule 16b-3(d). The Reporting Person purchased the maximum amount permitted under the ESPP.

2. Shares held by The 1997 Singh Family Trust U/R/D 05/29/1997.

	/s/ Nick B. Tressler, Attorney-in-Fact	07/02/2026
	** 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)