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 reported that the FDA issued a “Study May Proceed” letter under its U.S. Investigational New Drug application for refisolone nasal spray. This clearance allows the company to advance refisolone’s Phase 2 clinical development in the U.S. for menopausal vasomotor symptoms, or hot flashes.
The update highlights prior exploratory Phase 2a data from Mexico, where refisolone showed rapid, statistically significant reductions in hot flash frequency and severity versus placebo and was well-tolerated, supporting further development of this non-hormonal, intranasal women’s health candidate.
Vistagen Therapeutics, Inc. approved retention awards in the form of stock option grants for all employees. Key executives, including the CEO, CLO, Chief Corporate Development Officer, COO, and CFO, each received options to purchase up to 75,000 shares of common stock.
The options were granted on April 7, 2026 under the Amended and Restated 2019 Omnibus Equity Incentive Plan at an exercise price of $0.5358 per share. Twenty-five percent vests six months after the grant date, with additional 25% installments every six months until fully vested after two years.
Vistagen Therapeutics, Inc. reported that Chief Financial Officer Nick B. Tressler received a grant of 75,000 Incentive Stock Options to purchase common stock at an exercise price of $0.5358 per share, expiring on April 7, 2036.
According to the grant terms, 25% of these options will vest on the six-month anniversary of April 7, 2026, with additional 25% installments vesting every six months until the options are fully vested on the two-year anniversary of the grant date. This is a compensation award, not an open-market purchase or sale.
Vistagen Therapeutics reported that President and CEO Shawn Singh received grants of incentive and non-qualified stock options covering a total of 75,000 shares of common stock at an exercise price of $0.5358 per share. 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. The options expire on April 7, 2036.
Vistagen Therapeutics, Inc. granted Chief Operating Officer Joshua S. Prince two stock option awards on April 7, 2026 under its Amended and Restated 2019 Omnibus Equity Incentive Plan. He received an Incentive Stock Option for 18,752 shares and a Non-Qualified Stock Option for 56,248 shares of common stock.
Both option grants have an exercise price of $0.5358 per share and expire on April 7, 2036. According to the vesting schedule, 25% of the options will vest on the six-month anniversary of the April 7, 2026 grant date, with additional 25% installments vesting every six months until fully vested on the two-year anniversary of the grant date. These awards represent compensation-related grants rather than open-market purchases or sales.
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.
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.