Commodore Capital discloses 9.9% Vistagen (NASDAQ: VTGN) position via warrants

Rhea-AI Filing Summary

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.

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Accepted by SEC EDGAR 02/17/2026 - 04:26 PM Learn about SEC filing dates

FAQ

What stake in Vistagen Therapeutics (VTGN) does Commodore Capital report?

Commodore Capital and related filers report beneficial ownership of 4,383,508 Vistagen common shares, representing 9.9% of the class. This reflects holdings through Tranche 1 and Tranche 2 warrants plus a pre-funded warrant, based on the issuer’s reported shares outstanding.

How is Commodore Capital’s 9.9% VTGN beneficial ownership calculated?

The 9.9% figure is based on 39,495,451 issued and outstanding Vistagen common shares, plus 1,394,310 Tranche 1 warrants, 1,690,014 Tranche 2 warrants, and 1,299,184 shares acquirable via a pre-funded warrant. These combined securities total 4,383,508 shares deemed beneficially owned.

What securities does Commodore Capital hold in Vistagen (VTGN)?

The filers may beneficially own Vistagen through Tranche 1 warrants for 1,394,310 shares, Tranche 2 warrants for 1,690,014 shares, and 1,299,184 common shares issuable under a pre-funded warrant. All instruments relate to Vistagen common stock with $0.001 par value per share.

What is the 9.99% beneficial ownership limitation in the VTGN filing?

The Tranche 1 warrants, Tranche 2 warrants, and pre-funded warrant are all subject to a 9.99% beneficial ownership limitation. This cap restricts exercise so the filers’ beneficial ownership does not exceed 9.99% of Vistagen’s outstanding common stock at any time.

Did Commodore Capital acquire VTGN shares to influence control of Vistagen?

The filers certify the securities were not acquired and are not held for the purpose, or with the effect, of changing or influencing control of Vistagen. They also state the holdings are not in connection with any transaction having that control-related purpose or effect.

Who are the reporting persons in the Vistagen (VTGN) Schedule 13G/A?

The reporting persons are Commodore Capital LP, Commodore Capital Master LP, and individuals Robert Egen Atkinson and Michael Kramarz. Commodore Capital LP acts as investment manager to Commodore Capital Master LP, and Atkinson and Kramarz are managing partners exercising investment discretion over the reported securities.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Vistagen Therapeutics, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

92840H400

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 92840H400

1

Names of Reporting Persons

Commodore Capital LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,383,508.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,383,508.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,383,508.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP No. 92840H400

1

Names of Reporting Persons

Commodore Capital Master LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,383,508.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,383,508.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,383,508.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 92840H400

1

Names of Reporting Persons

Robert Egen Atkinson

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,383,508.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,383,508.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,383,508.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP No. 92840H400

1

Names of Reporting Persons

Michael Kramarz

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,383,508.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,383,508.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,383,508.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Vistagen Therapeutics, Inc.
(b)	Address of issuer's principal executive offices: 343 Allerton Avenue, South San Francisco, CALIFORNIA, 94080.
Item 2.
(a)	Name of person filing: Commodore Capital LP Commodore Capital Master LP Robert Egen Atkinson Michael Kramarz Each a "Filer."
(b)	Address or principal business office or, if none, residence: The address for Commodore Capital LP, Robert Egen Atkinson, and Michael Kramarz is 444 Madison Avenue, Floor 35, New York, NY 10022. The address for Commodore Capital Master LP is c/o Maples Corporate Services Limited, Ugland House, South Church Street, PO Box 309, Grand Cayman KY1-1104, Cayman Islands.
(c)	Citizenship: See Item 4 of the cover page for each Filer.
(d)	Title of class of securities: Common Stock, par value $0.001 per share
(e)	CUSIP No.: 92840H400
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See Item 9 of the cover page for each Filer. This report on Schedule 13G is being filed by Commodore Capital LP (the "Firm"), Commodore Capital Master LP ("Commodore Master"), Michael Kramarz, and Robert Egen Atkinson. The Firm is the investment manager to Commodore Master. As of December 31, 2025, the Firm may be deemed to beneficially own an aggregate of 4,383,508 shares Common Stock, par value $0.001 per share (the "Common Stock"), consisting of (i) Tranche 1 Warrants to purchase up to 1,394,310 shares of Common Stock (the "Tranche 1 Warrants") (ii) Tranche 2 Warrants to purchase up to 1,690,014 shares of Common Stock (the "Tranche 2 Warrants"), and (iii) 1,299,184 shares of Common Stock each Filer has the right to acquire through the exercise of a pre-funded warrant (the "Pre-Funded Warrant") of Vistagen Therapeutics, Inc (the "Issuer"). The Tranche 1 Warrants, Tranche 2 Warrants, and the Pre-Funded Warrant are subject to a beneficial ownership limitation of 9.99% (the "Beneficial Ownership Limitation"). The foregoing excludes 1,489,436 shares of Common Stock underlying the Pre-Funded Warrant, which is subject to the Beneficial Ownership Limitation. The Firm, as the investment manager to Commodore Master, may be deemed to beneficially own these securities. Michael Kramarz and Robert Egen Atkinson are the managing partners of the Firm and exercise investment discretion with respect to these securities. Ownership percentages are based on 39,495,451 Common Stock reported as issued and outstanding as of November 12, 2025 in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2025, plus (i) 1,394,310 Tranche 1 Warrants (ii) 1,690,014 Tranche 2 Warrants and (iii) 1,299,184 shares of Common Stock of which the Filers may acquire upon the exercise of the Pre-Funded Warrant.
(b)	Percent of class: See Item 11 of the cover page for each Filer.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Item 5 of the cover page for each Filer.
	(ii) Shared power to vote or to direct the vote: See Item 6 of the cover page for each Filer.
	(iii) Sole power to dispose or to direct the disposition of: See Item 7 of the cover page for each Filer.
	(iv) Shared power to dispose or to direct the disposition of: See Item 8 of the cover page for each Filer.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Commodore Capital LP

Signature:	Michael Kramarz
Name/Title:	Managing Partner
Date:	02/17/2026

Commodore Capital Master LP

Signature:	Michael Kramarz
Name/Title:	Authorized Signatory
Date:	02/17/2026

Robert Egen Atkinson

Signature:	Robert Egen Atkinson
Name/Title:	Authorized Signatory
Date:	02/17/2026

Michael Kramarz

Signature:	Michael Kramarz
Name/Title:	Authorized Signatory
Date:	02/17/2026

Exhibit Information

Exhibit 1: Joint Filing Agreement