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.
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.
Vistagen Therapeutics, Inc. (VTGN) filed a Form 4 on 25-Jun-2025 detailing an equity award to its newly appointed Chief Corporate Development Officer, Elissa S. Cote. On 23-Jun-2025 Ms. Cote received 150,000 stock options with an exercise price of $1.96 per share and an expiration date of 23-Jun-2035. The transaction is coded “A,” indicating an acquisition at no cost to the insider.
The options vest 25 % on 23-Jun-2026, with the remaining 75 % vesting in equal monthly installments over the subsequent 36 months, resulting in full vesting three years after the initial cliff. Following the grant, Ms. Cote beneficially owns 150,000 derivative securities and reported no ownership of, or transactions in, non-derivative common shares.
This award forms part of her employment package and aligns her long-term incentives with shareholder interests. Although the grant introduces potential dilution of roughly 150,000 shares, it does not involve any insider selling and therefore has minimal immediate market impact.