OrbiMed funds disclose 7.8% Vistagen (VTGN) ownership stake

Rhea-AI Filing Summary

OrbiMed Advisors LLC and OrbiMed Capital LLC report significant ownership stakes in Vistagen Therapeutics, Inc. common stock. OrbiMed Advisors reports beneficial ownership of 1,420,300 shares, or 3.6% of the class, while OrbiMed Capital reports 1,639,700 shares, or 4.2% of the class. Together, the reporting persons hold 7.8% of Vistagen’s common stock on behalf of other persons entitled to dividends or sale proceeds. Voting and investment power are exercised through a management committee of Carl L. Gordon, Sven H. Borho and W. Carter Neild, each of whom disclaims beneficial ownership. The securities are stated to be held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

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

ORBIMED ADVISORS LLC

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 1,420,300.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,420,300.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,420,300.00

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)

3.6 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP No. 92840H400

1

Names of Reporting Persons

ORBIMED CAPITAL LLC

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 1,639,700.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,639,700.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,639,700.00

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)

4.2 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Vistagen Therapeutics, Inc.
(b)	Address of issuer's principal executive offices: 343 Allerton Ave. South San Francisco, California 94080
Item 2.
(a)	Name of person filing: OrbiMed Advisors LLC OrbiMed Capital LLC
(b)	Address or principal business office or, if none, residence: 601 Lexington Avenue, 54th Floor New York, NY 10022
(c)	Citizenship: Please refer to Item 4 on each cover sheet for each filing person.
(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: OrbiMed Advisors LLC: 1,420,300 OrbiMed Capital LLC: 1,639,700
(b)	Percent of class: OrbiMed Advisors LLC: 3.6% OrbiMed Capital LLC: 4.2%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: OrbiMed Advisors LLC: 0 OrbiMed Capital LLC: 1,639,700
	(ii) Shared power to vote or to direct the vote: OrbiMed Advisors LLC: 1,420,300 OrbiMed Capital LLC: 0
	(iii) Sole power to dispose or to direct the disposition of: OrbiMed Advisors LLC: 0 OrbiMed Capital LLC: 1,639,700
	(iv) Shared power to dispose or to direct the disposition of: OrbiMed Advisors LLC: 1,420,300 OrbiMed Capital LLC: 0
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. The Reporting Persons hold 7.8% of the shares of Common Stock in the aggregate on behalf of other persons who have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, such securities. OrbiMed Advisors LLC and OrbiMed Capital LLC exercise investment and voting power over the shares of Common Stock through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares of Common Stock reported herein.
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 acquired and are held in the ordinary course of business and 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.

ORBIMED ADVISORS LLC

Signature:	/s/ Carl L. Gordon
Name/Title:	Carl L. Gordon/Member
Date:	02/17/2026

ORBIMED CAPITAL LLC

Signature:	/s/ Carl L. Gordon
Name/Title:	Carl L. Gordon/Member
Date:	02/17/2026

FAQ

What does the OrbiMed Schedule 13G/A filing for VTGN report?

The filing reports that OrbiMed Advisors LLC and OrbiMed Capital LLC together hold 7.8% of Vistagen Therapeutics’ common stock. It details their share counts, voting and dispositive powers, and confirms the holdings are in the ordinary course of business, not to influence control.

How many Vistagen (VTGN) shares does OrbiMed beneficially own?

OrbiMed Advisors LLC beneficially owns 1,420,300 Vistagen shares and OrbiMed Capital LLC owns 1,639,700 shares. These represent 3.6% and 4.2% of the common stock class, respectively, for a combined aggregate beneficial ownership interest of 7.8% held on behalf of other persons.

Who controls voting and investment decisions for OrbiMed’s VTGN shares?

Voting and investment power over the Vistagen shares are exercised by a management committee of Carl L. Gordon, Sven H. Borho and W. Carter Neild. The filing states each committee member disclaims beneficial ownership of the reported common stock, even though they direct voting and disposition.

Is OrbiMed seeking control of Vistagen Therapeutics with this VTGN stake?

The filing states the securities were acquired and are held in the ordinary course of business. It further certifies they were not acquired and are not held for the purpose or effect of changing or influencing control of Vistagen, aside from limited nomination-related activities allowed by regulation.

What percentage of VTGN does each OrbiMed entity hold individually?

OrbiMed Advisors LLC reports beneficial ownership of 3.6% of Vistagen’s common stock, while OrbiMed Capital LLC reports 4.2%. These percentages are based on their respective share positions and reflect separate reporting persons, though the filing also notes an aggregate 7.8% held on behalf of other investors.

On what date was OrbiMed’s VTGN ownership position measured?

The ownership information is tied to an event date of December 31, 2025. As of this date, OrbiMed Advisors LLC and OrbiMed Capital LLC reported their respective beneficial holdings and percentages of Vistagen’s common stock that triggered the amended Schedule 13G filing requirement.