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.
The Vistagen Therapeutics, Inc. (Nasdaq: VTGN) SEC filings page on Stock Titan provides access to the company’s regulatory disclosures as filed with the U.S. Securities and Exchange Commission. Vistagen is a Nevada-incorporated, late clinical-stage biopharmaceutical company headquartered in South San Francisco, California, and its filings offer detailed insight into its nose-to-brain neurocircuitry platform, pherine pipeline, governance, and financial condition.
Through documents such as Form 10-K annual reports and Form 10-Q quarterly reports, readers can review Vistagen’s descriptions of its business as a neuroscience-focused biopharmaceutical company, its intranasal pherine product candidates, and the risks and uncertainties associated with late-stage clinical development. These filings also discuss the company’s focus on indications including social anxiety disorder, major depressive disorder, and vasomotor symptoms (hot flashes) due to menopause, as well as other women’s health conditions.
Current reports on Form 8-K provide timely information on material events, including clinical and corporate milestones. Recent 8-K filings have addressed topics such as financial results for specific fiscal quarters, progress in the PALISADE Phase 3 program for fasedienol in social anxiety disorder, and changes in executive leadership and board composition. Proxy materials on Form DEF 14A describe matters submitted to a shareholder vote, including director elections, advisory votes on executive compensation, and auditor ratification, along with details about governance practices.
Stock Titan’s platform enhances these filings with AI-powered summaries that highlight key points from lengthy documents, helping users quickly understand complex sections on clinical programs, compensation, and shareholder matters. Real-time updates from EDGAR ensure that new Vistagen filings, including any future Forms 4 reporting insider equity awards or transactions, appear promptly, while AI-generated overviews can assist in interpreting how each filing relates to the company’s pherine development strategy and late-stage clinical status.
Vistagen Therapeutics (VTGN) appointed Paul R. Edick to its Board of Directors effective October 27, 2025. He will serve until the next annual meeting or until a successor is elected, and he joins the Board’s Audit and Compensation Committees.
Under the Director Compensation Plan, Mr. Edick received stock options for 35,200 shares at an exercise price of $3.90 per share, equal to the closing price on his appointment date. The options have a 10-year term and vest in equal annual installments over three years starting on the one-year anniversary of the effective date. The company also entered into an Indemnification Agreement with Mr. Edick, providing indemnification to the fullest extent permitted under Nevada law and advancement of certain expenses.
Vistagen Therapeutics announced that Chief Financial Officer and principal financial and accounting officer Cynthia L. Anderson has decided to resign effective October 15, 2025. The company states her decision is not due to any disagreement on operations, policies, or practices and plans to enter a consulting agreement so she can provide advisory support during the transition to her successor.
The company also reported results from its 2025 Annual Meeting of Stockholders held on September 9, 2025. Stockholders elected six directors to the board, approved on a non-binding advisory basis the compensation of named executive officers with 11,482,372 votes for, 299,397 against, and 1,019,952 abstentions, and ratified the appointment of KPMG LLP as independent registered public accounting firm with 21,166,179 votes for, 346,550 against, and 55,123 abstentions for the fiscal year ending March 31, 2026.
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.
Vistagen Therapeutics director Mary L. Rotunno was granted a non-qualified stock option to buy 17,600 shares of common stock at an exercise price of $3.61. The option grant was reported with a transaction date of 09/09/2025 and a filing signature dated 09/11/2025. The options vest in twelve equal monthly installments beginning on the grant date and expire on 09/09/2035. The reporting person is identified as a director and the Form 4 was filed by one reporting person.
Margaret M. FitzPatrick, a director of Vistagen Therapeutics, Inc. (VTGN), was granted a non-qualified stock option on 09/09/2025 to purchase 17,600 shares of common stock at an exercise price of $3.61 per share. The option vests in twelve equal monthly installments beginning on the grant date, is exercisable immediately as installments vest, and expires on 09/09/2035. The filing reports the shares as directly beneficially owned following the grant, totaling 17,600 shares.
The Form 4 was submitted as a single reporting person filing and was signed by Cynthia Anderson as attorney-in-fact on 09/11/2025. No other transactions, cash proceeds, or derivative securities beyond this option grant are disclosed in the filing.
Form 4: Director Joanne Curley received a grant of non-qualified stock options in Vistagen Therapeutics, Inc. (VTGN). The options were granted on 09/09/2025 with an exercise price of $3.61 and cover 17,600 shares of common stock. The options vest in twelve equal monthly installments beginning on the grant date and expire on 09/09/2035. Following the transaction, Ms. Curley beneficially owns 17,600 options directly. The report was filed by an attorney-in-fact on 09/11/2025.
Insider option grant reported for Vistagen Therapeutics (VTGN). Director Ann Cunningham was granted a non-qualified stock option to buy 17,600 shares of common stock at an exercise price of $3.61 per share. The option vests in twelve equal monthly installments beginning on the grant date and is exercisable through 09/09/2035. Following the reported transaction, the reporting person beneficially owns 17,600 shares subject to the option as direct ownership. The grant was made under the company's Amended and Restated 2019 Omnibus Equity Incentive Plan.
Janus Henderson Group plc and an affiliated fund reported a significant passive stake in Vistagen Therapeutics, Inc. The filing shows Janus Henderson Group plc (through its entities) beneficially owns 4,165,767 shares, representing 13.6% of the class, with shared voting and dispositive power over those shares. Separately, Janus Henderson Biotech Innovation Master Fund Ltd reports beneficial ownership of 3,575,276 shares, representing 11.7% of the class.
The Schedule 13G indicates these positions are held in the ordinary course of business and not for the purpose of influencing control. The filing identifies the issuer's principal office in South San Francisco and lists Janus Henderson entities as registered investment advisers or related subsidiaries involved in managing the holdings. Signatures are provided by the Head of North America Compliance, dated 09/08/2025.
Great Point Partners and two principals report beneficial ownership of 2,055,834 shares of Vistagen Therapeutics (VTGN), representing 6.59% of the outstanding common stock. The reported interest consists of warrants exercisable into common stock and is calculated using 29,157,733 shares outstanding as reported by the issuer.
The filing is a joint Schedule 13G/A by Great Point Partners, LLC, Dr. Jeffrey R. Jay, M.D., and Ms. Lillian Nordahl, each disclosing shared voting and dispositive power over 2,055,834 shares. The warrants contain a Beneficial Ownership Cap that limits exercise so the holder would not exceed 9.99% ownership, and the reporting persons disclaim beneficial ownership of underlying shares except to the extent of pecuniary interest.