Welcome to our dedicated page for Vistagen Therapeutics SEC filings (Ticker: VTGN), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Vistagen Therapeutics, Inc. filings document regulatory and corporate events for a Nasdaq-listed late clinical-stage biopharmaceutical company. Recent Form 8-K disclosures cover clinical program updates for fasedienol in the PALISADE social anxiety disorder program, FDA-related developments for refisolone under an IND application, and Regulation FD materials such as corporate presentations.
The company’s filings also record governance and capital-structure matters, including board departures, Audit Committee composition and Nasdaq listing-rule compliance, employee retention awards under the Amended and Restated 2019 Omnibus Equity Incentive Plan, and workforce and cash-management actions tied to clinical-development priorities.
Vistagen Therapeutics, Inc. disclosed that Chief Legal Officer Reid G. Adler received two stock option grants on April 7, 2026 under the company’s Amended and Restated 2019 Omnibus Equity Incentive Plan. He was granted an Incentive Stock Option for 18,753 shares and a Non-Qualified Stock Option for 56,247 shares of common stock, each with an exercise price of $0.5358 per share and expiring on April 7, 2036. According to the vesting terms, 25% of each option vests on the six-month anniversary of the April 7, 2026 grant date, with additional 25% installments every six months until fully vested on the two-year anniversary of the grant date.
Vistagen Therapeutics, Inc. notified Nasdaq that it is not currently in compliance with Nasdaq Listing Rule 5605(c)(2) because its Audit Committee has only two members instead of the required three independent directors. This followed the resignation of director Mary Rotunno effective April 1, 2026. The listing of Vistagen’s common stock on The Nasdaq Capital Market is not affected by this non-compliance. Under Nasdaq Listing Rule 5605(c)(4)(B), the company has a cure period lasting until its next annual stockholder meeting or one year from the resignation date, with a shorter 180-day period if that meeting occurs within 180 days. The Board plans to regain compliance within the allowed timeframe.
Vistagen Therapeutics, Inc. reported a board change. On March 17, 2026, Mary Rotunno resigned from the company’s Board of Directors, with her resignation effective April 1, 2026. The filing does not describe any related changes to executive management or company operations.
Vistagen Therapeutics, Inc. furnished an investor presentation outlining its intranasal “pherine” pipeline, which targets nose‑to‑brain neurocircuitry for neurological and psychiatric disorders. The company highlights five clinical‑stage product candidates and emphasizes rapid onset, non‑systemic delivery and favorable safety in completed studies.
The presentation focuses on fasedienol for acute treatment of social anxiety disorder, including a Phase 3 PALISADE‑2 trial that met its primary endpoint on the Subjective Units of Distress Scale and an ongoing Phase 3 PALISADE‑4 study. It also describes positive Phase 2a data for itruvone in major depressive disorder and refisolone for menopausal hot flashes and premenstrual dysphoric disorder, along with early‑stage programs PH15 for psychomotor/cognitive impairment due to mental fatigue and PH284 for cancer cachexia.
Vistagen Therapeutics, Inc. reported that its board approved a reduction of its workforce by approximately 20%. The company states this step is intended to support disciplined cash management while focusing resources on ongoing clinical studies in its PALISADE Program for fasedienol in social anxiety disorder.
Vistagen expects topline results from its PALISADE-4 Phase 3 trial in the first half of 2026 and currently anticipates its cash runway extending into 2027. Affected employees may receive cash severance and temporary healthcare coverage if they are eligible, elect coverage, and sign a separation agreement with a general release of claims. The company expects associated costs to be immaterial but notes additional costs could arise.
Vistagen Therapeutics, Inc. reported that on February 13, 2026, board member Paul Edick resigned from its Board of Directors. The company did not provide additional details about the circumstances of his resignation.
The company stated that it is actively seeking new candidates to fill the resulting vacancy on the Board, indicating its intention to maintain a full board composition.
OrbiMed Advisors LLC and OrbiMed Capital LLC report significant ownership stakes in Vistagen Therapeutics, Inc. common stock. OrbiMed Advisors reports beneficial ownership of 1,420,300 shares, or 3.6% of the class, while OrbiMed Capital reports 1,639,700 shares, or 4.2% of the class. Together, the reporting persons hold 7.8% of Vistagen’s common stock on behalf of other persons entitled to dividends or sale proceeds. Voting and investment power are exercised through a management committee of Carl L. Gordon, Sven H. Borho and W. Carter Neild, each of whom disclaims beneficial ownership. The securities are stated to be held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.
Commodore Capital and affiliates reported a 9.9% beneficial stake in Vistagen Therapeutics, Inc. common stock on a passive Schedule 13G/A filing. As of December 31, 2025, they may be deemed to beneficially own 4,383,508 shares through Tranche 1 and Tranche 2 warrants and a pre-funded warrant, all subject to a 9.99% beneficial ownership limitation. The report attributes investment discretion to Commodore Capital LP as manager of Commodore Capital Master LP, with managing partners Robert Egen Atkinson and Michael Kramarz. The filers certify the holdings are not for changing or influencing control of Vistagen.
Great Point Partners, LLC, Dr. Jeffrey R. Jay and Ms. Lillian Nordahl jointly report beneficial ownership of 2,055,834 shares of Vistagen Therapeutics common stock, representing 4.95% of the class as of the event date.
The stake is held entirely through warrants to purchase 2,055,834 shares, with shared voting and dispositive power and no sole power. The warrants include a 9.99% beneficial ownership cap, and the filers certify the securities are not held to change or influence control of Vistagen.
Janus Henderson Group plc filed an amended Schedule 13G reporting that it beneficially owns 0 shares of Vistagen Therapeutics, Inc. common stock, representing 0.0% of the class as of 12/31/2025. The filing shows Janus Henderson and its affiliated asset managers have no sole or shared voting or dispositive power over Vistagen shares.
The asset manager subsidiaries exercise investment discretion on behalf of various managed portfolios, which receive all dividends and sale proceeds from securities in their accounts, but none of these portfolios own more than five percent of Vistagen’s common stock. Janus Henderson certifies that any securities were held in the ordinary course of business and not to influence control of Vistagen.