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. received a Nasdaq notice that its common stock no longer meets the Nasdaq Capital Market’s minimum $1.00 bid price requirement, after trading below that level for 30 consecutive business days. The notice does not immediately affect the stock’s Nasdaq listing.
To regain compliance, Vistagen’s closing bid price must reach at least $1.00 per share for 10 consecutive business days during the 180-day period from February 3, 2026 to August 3, 2026. If the company still does not comply, Nasdaq may grant a second 180-day period if other listing standards are met, after which the stock could be delisted if compliance is not restored.
The Vanguard Group filed an amended Schedule 13G reporting beneficial ownership of 1,824,738 shares of Vistagen Therapeutics Inc common stock, representing 4.62% of the class as of December 31, 2025. Vanguard reports no sole voting or dispositive power, with all voting and dispositive authority shared.
Vanguard states the shares are held in the ordinary course of business and not to change or influence control of Vistagen. The filing notes that Vistagen-related holdings are for Vanguard’s clients, and no single other person has more than a 5% interest in the reported securities. Vanguard also discloses an internal realignment on January 12, 2026, after which certain subsidiaries are expected to report beneficial ownership separately.
Vistagen Therapeutics, Inc. filed a current report to let investors know it has begun using a new corporate presentation as of January 9, 2026. The presentation is attached as Exhibit 99.1 and is described as the company’s corporate presentation dated January 2026.
The company notes that the information in this presentation is being furnished, not filed, which means it is not subject to certain liability provisions of the Securities Exchange Act and is not automatically incorporated into other SEC filings unless specifically referenced. No financial results, major transactions, or other operational changes are described in this report; the focus is on making the updated investor presentation publicly available.
Vistagen Therapeutics reported Q2 FY2026 results for the quarter ended September 30, 2025. Revenue was $258 thousand, while operating expenses rose to $20.3 million, driven by higher R&D ($15.9 million) and steady G&A ($4.4 million). The company posted a net loss of $19.4 million (basic and diluted net loss per share of $0.54).
Liquidity remained solid with cash, cash equivalents and marketable securities of $77.2 million as of September 30, 2025. Management concluded that “substantial doubt” exists about the company’s ability to continue as a going concern beyond twelve months from the financial statement issuance date.
Vistagen strengthened its balance sheet via its at-the-market program, selling 9,608,772 shares in the quarter for net proceeds of $27.9 million. Shares issued were 38,895,568 at September 30, 2025; as of November 12, 2025, 39,495,451 shares were outstanding. Deferred revenue totaled $2.5 million, primarily related to its AffaMed collaboration and Fuji Pharma negotiation agreement.
Vistagen Therapeutics, Inc. reported that it released its financial results for its fiscal year 2026 second quarter, which ended on September 30, 2025. The company disclosed that these results were announced in a press release dated November 13, 2025, which is included with this report as Exhibit 99.1.
The report explains that the press release and related information are being furnished, not filed, meaning they are not automatically subject to certain Exchange Act liabilities or incorporated into other securities filings unless specifically referenced.
Vistagen Therapeutics (VTGN) reported a routine insider transaction. Director Paul R. Edick acquired 35,200 stock options on 10/27/2025 at an exercise price of $3.9 per share. The options were granted in connection with his appointment to the Board and were issued under the company’s Amended and Restated 2019 Omnibus Equity Incentive Plan.
The options vest in three equal annual installments beginning on the first anniversary of the grant date and expire on 10/27/2035. Following the transaction, 35,200 derivative securities were beneficially owned directly.
Vistagen Therapeutics (VTGN) filed a Form 3 initial statement of beneficial ownership. The reporting person is identified as a Director, with the event date of 10/27/2025.
The filing states that no securities are beneficially owned as of the event date. The form was filed by one reporting person and signed by Paul R. Edick.
Vistagen Therapeutics (VTGN) furnished a Regulation FD update announcing that the last patient has completed the randomized, double-blind, placebo-controlled public speaking challenge portion of its PALISADE-3 Phase 3 clinical trial evaluating fasedienol for the acute treatment of social anxiety disorder.
The company attached a press release as Exhibit 99.1. The information was furnished under Item 7.01 and is not deemed filed under Section 18 of the Exchange Act.
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.