[SCHEDULE 13G/A] Vistagen Therapeutics, Inc. Amended Passive Investment Disclosure
Vistagen holder reports 9.9% stake in common stock
Commodore Capital LP, Commodore Capital Master LP, Robert Egen Atkinson and Michael Kramarz report beneficial ownership of Vistagen Therapeutics, Inc. common stock on a passive Schedule 13G basis.
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Commodore Capital LP, Commodore Capital Master LP, Robert Egen Atkinson and Michael Kramarz report beneficial ownership of Vistagen Therapeutics, Inc. common stock on a passive Schedule 13G basis. As of June 30, 2026, they may be deemed to beneficially own 4,244,590 shares of common stock.
This consists of 2,788,620 common shares, Tranche 1 Warrants to purchase up to 1,394,310 shares, and Tranche 2 Warrants to purchase up to 61,660 shares, representing 9.9% of the class. The Tranche 1 and Tranche 2 Warrants are subject to a 9.99% Beneficial Ownership Limitation, so an additional 1,628,354 Tranche 2 Warrants are excluded from the reported beneficial ownership.
Key Figures
Beneficial ownership shares:4,244,590 sharesPercent of class:9.9%Common shares held:2,788,620 shares+5 more
8 metrics
Beneficial ownership shares4,244,590 sharesAggregate Vistagen common stock and warrant shares beneficially owned as of June 30, 2026
Percent of class9.9%Portion of Vistagen common stock beneficially owned by the filers
Common shares held2,788,620 sharesVistagen common stock held outright within the reported beneficial ownership
Tranche 1 Warrants1,394,310 sharesShares of Vistagen common stock underlying Tranche 1 Warrants included in beneficial ownership
Included Tranche 2 Warrants61,660 sharesShares of Vistagen common stock underlying Tranche 2 Warrants included in beneficial ownership
Excluded Tranche 2 Warrants1,628,354 warrantsAdditional Tranche 2 Warrants excluded due to 9.99% Beneficial Ownership Limitation
Shares outstanding baseline41,032,453 sharesVistagen common stock issued and outstanding as of June 12, 2026
Beneficial Ownership Limitation9.99%Cap applied to Tranche 1 and Tranche 2 Warrant exercises
"The Tranche 1 Warrants and the Tranche 2 Warrants are subject to a beneficial ownership limitation of 9.99%"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
Tranche 1 Warrantsfinancial
"Tranche 1 Warrants to purchase up to 1,394,310 shares of Common Stock"
Tranche 2 Warrantsfinancial
"Tranche 2 Warrants to purchase up to 61,660 shares of Common Stock"
beneficially ownregulatory
"the Firm may be deemed to beneficially own an aggregate of 4,244,590 shares of Common Stock"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
investment managerfinancial
"The Firm is the investment manager to Commodore Master"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake in VTGN does Commodore Capital report in this Schedule 13G/A?
Commodore Capital and related filers report beneficial ownership of 4,244,590 shares of Vistagen Therapeutics (VTGN) common stock, representing 9.9% of the outstanding class as of June 30, 2026, including shares underlying certain warrants.
How is Commodore Capital’s 4,244,590-share VTGN position composed?
The reported position includes 2,788,620 VTGN common shares, Tranche 1 Warrants to buy up to 1,394,310 shares, and Tranche 2 Warrants to buy up to 61,660 shares, all aggregated for beneficial ownership reporting.
What percentage of VTGN does Commodore Capital’s position represent?
The filers state their beneficial ownership represents 9.9% of Vistagen’s common stock. This percentage is calculated using 41,032,453 shares outstanding as of June 12, 2026, plus the shares underlying the reported Tranche 1 and Tranche 2 Warrants.
What is the Beneficial Ownership Limitation affecting Commodore Capital’s VTGN warrants?
The Tranche 1 and Tranche 2 Warrants are subject to a 9.99% Beneficial Ownership Limitation, restricting exercise to avoid ownership above that level. Because of this cap, 1,628,354 additional Tranche 2 Warrants are excluded from the reported beneficial ownership.
Who are the filers on this VTGN Schedule 13G/A amendment?
The filers are Commodore Capital LP, Commodore Capital Master LP, Robert Egen Atkinson, and Michael Kramarz. Commodore Capital LP is investment manager to Commodore Capital Master LP, and Atkinson and Kramarz are managing partners exercising investment discretion.
What ownership powers do the VTGN Schedule 13G/A filers report?
Each filer reports 0 shares with sole voting or dispositive power and 4,244,590 shares with shared voting and shared dispositive power, reflecting coordinated control over the reported VTGN position rather than individual sole authority.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Vistagen Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
92840H400
(CUSIP Number)
6/30/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
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
4,244,590.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,244,590.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,244,590.00
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 Number(s):
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
4,244,590.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,244,590.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,244,590.00
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 Number(s):
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
4,244,590.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,244,590.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,244,590.00
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 Number(s):
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
4,244,590.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,244,590.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,244,590.00
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 June 30, 2026, the Firm may be deemed to beneficially own an aggregate of 4,244,590 shares of Common Stock, par value $0.001 per share (the "Common Stock"), consisting of (i) 2,788,620 shares of Common Stock, (ii) Tranche 1 Warrants to purchase up to 1,394,310 shares of Common Stock (the "Tranche 1 Warrants"), and (iii) Tranche 2 Warrants to purchase up to 61,660 shares of Common Stock (the "Tranche 2 Warrants") of Vistagen Therapeutics, Inc (the "Issuer"). The Tranche 1 Warrants and the Tranche 2 Warrants are subject to a beneficial ownership limitation of 9.99% (the "Beneficial Ownership Limitation"). The foregoing excludes 1,628,354 Tranche 2 Warrants, which are 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 41,032,453 Common Stock reported as issued and outstanding as of June 12, 2026 in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on June 15, 2026, plus (i) 1,394,310 Tranche 1 Warrants and (ii) 61,660 Tranche 2 Warrants.
(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.
