Vistagen Therapeutics, Inc. Schedule 13G/A: This Amendment No. 1 updates beneficial ownership information for TCG Crossover I, TCG Crossover II, their general partners and Chen Yu, reporting shared voting and dispositive power in Vistagen common stock.
The filing lists specific share counts and ownership percentages for each reporting entity and for Chen Yu, and ties these figures to reported outstanding share counts "as of" February 11, 2026 and aggregated warrant issuable amounts described in the filing.
Positive
None.
Negative
None.
Insights
Updated beneficial-ownership tables show concentrated holdings via two crossover vehicles and an individual with aggregated influence.
The amendment discloses that TCG Crossover I and TCG Crossover II and their general partners report shared voting and dispositive power over defined bundles of common stock and warrant-issuable shares. Percentages are reported per entity (2.6% and 7.6%) and aggregate to a 9.99% stake for Chen Yu.
Key governance dependencies include the Beneficial Ownership Limitation that caps exercise of certain Tranche II warrants at 9.99%, and the filings reference the issuer's reported outstanding share counts as of February 11, 2026. Subsequent filings will show any material changes to these positions.
Amendment clarifies record holdings, issuable warrants, and ownership caps tied to warrant exercise limits.
The filing itemizes held shares plus shares issuable upon exercise of Tranche I and Tranche II warrants, and explicitly excludes amounts prevented from exercise by the stated Beneficial Ownership Limitation. It cites the issuer's Form 10-Q for the outstanding share counts used in percentage calculations.
Disclosure conforms to beneficial ownership reporting mechanics: record holdings, derivative conversion potential, and exercise limitations are separately enumerated and dated for clarity.
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)
03/31/2026
(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
TCG Crossover GP I, 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
1,025,007.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,025,007.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,025,007.00
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)
2.6 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person:
These securities are held of record by TCG Crossover I (as defined in Item 2(a) below). TCG Crossover GP I (as defined in Item 2(a) below) is the general partner of TCG Crossover I and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP I and may be deemed to share voting, investment and dispositive power with respect to these securities.
Consists of (i) 669,145 shares of Common Stock (as defined in Item 2(d) below) of the Issuer (as defined in Item 1(a) below), (ii) 334,573 shares of Common Stock issuable upon exercise of certain Tranche I Warrants (as defined and described in the Issuer's Prospectus Supplement filed with the United States Securities and Exchange Commission (the Commission)) pursuant to Rule 424(b)(5) on October 3, 2023 (the Prospectus)), and (iii) 21,289 shares of Common Stock issuable upon exercise of certain Tranche II Warrants (as defined in the Prospectus). This total excludes 384,239 shares of Common Stock issuable upon exercise of certain Tranche II Warrants because the Tranche II Warrants may not be exercised to the extent that doing so would result in the holder of the warrants (together with the holder's affiliates and any other persons acting as a group together with the holder or any of the holder's affiliates) beneficially owning more than 9.99% of the shares of Common Stock then outstanding (the Beneficial Ownership Limitation).
Based on 39,976,179 shares of Common Stock, as follows: (a) 39,620,317 outstanding as of February 11, 2026, as reported by the Issuer in its quarterly report filed with the Commission on February 12, 2026 (the Form 10-Q), plus (b) an aggregate of 355,682 shares of Common Stock issuable upon exercise of Tranche I Warrants and Tranche II Warrants held of record by TCG Crossover I.
SCHEDULE 13G
CUSIP Number(s):
92840H400
1
Names of Reporting Persons
TCG Crossover Fund I, L.P.
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
1,025,007.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,025,007.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,025,007.00
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)
2.6 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person:
These securities are held of record by TCG Crossover I. TCG Crossover GP I is the general partner of TCG Crossover I and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP I and may be deemed to share voting, investment and dispositive power with respect to these securities.
Consists of (i) 669,145 shares of Common Stock of the Issuer, (ii) 334,573 shares of Common Stock issuable upon exercise of Tranche I Warrants and (iii) 21,289 shares of Common Stock issuable upon exercise of Tranche II Warrants. This total excludes 384,239 shares of Common Stock issuable upon exercise of certain Tranche II Warrants that may not be exercised due to the Beneficial Ownership Limitation.
Based on 39,976,179 shares of Common Stock, as follows: (a) 39,620,317 outstanding as of February 11, 2026, as reported by the Issuer in the Form 10-Q, plus (b) an aggregate of 355,682 shares of Common Stock issuable upon exercise of Tranche I Warrants and Tranche II Warrants held of record by TCG Crossover I.
SCHEDULE 13G
CUSIP Number(s):
92840H400
1
Names of Reporting Persons
TCG Crossover GP II, 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
3,075,022.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,075,022.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,075,022.00
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)
7.6 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person:
These securities are held of record by TCG Crossover II (as defined in Item 2(a) below). TCG Crossover GP II (as defined in Item 2(a) below) is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP II and may be deemed to share voting, investment and dispositive power with respect to these securities.
Consists of (i) 2,007,435 shares of Common Stock of the Issuer, (ii) 1,003,718 shares of Common Stock issuable upon exercise of Tranche I Warrants, and (iii) 63,869 shares of Common Stock issuable upon exercise of Tranche II Warrants. This total excludes 1,152,716 shares of Common Stock issuable upon exercise of certain Tranche II Warrants that may not be exercised due to the Beneficial Ownership Limitation.
Based on 40,687,904 shares of Common Stock, as follows: (a) 39,620,317 outstanding as of February 11, 2026, as reported by the Issuer in the Form 10-Q, plus (b) an aggregate of 1,067,587 shares of Common Stock issuable upon exercise of Tranche I Warrants and Tranche II Warrants held of record by TCG Crossover II.
SCHEDULE 13G
CUSIP Number(s):
92840H400
1
Names of Reporting Persons
TCG Crossover Fund II, L.P.
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
3,075,022.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,075,022.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,075,022.00
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)
7.6 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person:
These securities are held of record by TCG Crossover II. TCG Crossover GP II is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP II and may be deemed to share voting, investment and dispositive power with respect to these securities.
Consists of (i) 2,007,435 shares of Common Stock of the Issuer , (ii) 1,003,718 shares of Common Stock issuable upon exercise of Tranche I Warrants, and (iii) 63,869 shares of Common Stock issuable upon exercise of Tranche II Warrants. This total excludes 1,152,716 shares of Common Stock issuable upon exercise of certain Tranche II Warrants that may not be exercised due to the Beneficial Ownership Limitation.
Based on 40,687,904 shares of Common Stock, as follows: (a) 39,620,317 outstanding as of February 11, 2026, as reported by the Issuer in the Form 10-Q, plus (b) an aggregate of 1,067,587 shares of Common Stock issuable upon exercise of Tranche I Warrants and Tranche II Warrants held of record by TCG Crossover II.
SCHEDULE 13G
CUSIP Number(s):
92840H400
1
Names of Reporting Persons
Chen Yu
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
4,100,029.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,100,029.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,100,029.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person:
These securities are held of record by TCG Crossover I and TCG Crossover II. TCG Crossover GP I is the general partner of TCG Crossover I and may be deemed to have voting, investment, and dispositive power with respect to the securities held of record by TCG Crossover I. TCG Crossover GP II is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to the securities held of record by TCG Crossover II. Chen Yu is the sole managing member of each of TCG Crossover GP I and TCG Crossover GP II and may be deemed to share voting, investment and dispositive power with respect to the securities held of record by TCG Crossover I and TCG Crossover II.
Consists of (i) 669,145 shares of Common Stock held of record by TCG Crossover I, (ii) 334,573 shares of Common Stock issuable upon exercise of Tranche I Warrants held of record by TCG Crossover I, (iii) 21,289 shares of Common Stock issuable upon exercise of Tranche II Warrants held of record by TCG Crossover I, (iv) 2,007,435 shares of Common Stock held of record by TCG Crossover II, (v) 1,003,718 shares of Common Stock issuable upon exercise of Tranche I Warrants held of record by TCG Crossover II, and (vi) 63,869 shares of Common Stock issuable upon exercise of certain Tranche II Warrants held of record by TCG Crossover II. This total excludes an aggregate of 1,536,955 shares of Common Stock issuable upon exercise of certain Tranche II Warrants that may not be exercised due to the Beneficial Ownership Limitation.
Based on 41,043,766 shares of Common Stock, as follows: (a) 39,620,317 outstanding as of February 11, 2026, as reported by the Issuer in the Form 10-Q, plus (b) an aggregate of 1,423,449 shares of Common Stock issuable upon exercise of Tranche I Warrants and Tranche II Warrants held of record by TCG Crossover I and TCG Crossover II.
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, CA 94080
Item 2.
(a)
Name of person filing:
This Amendment No. 1 (Amendment No. 1) amends and supplements the Schedule 13G initially filed with the Commission on October 16, 2023 (the Original Schedule 13G) and is being filed by TCG Crossover Fund I, L.P. (TCG Crossover I), TCG Crossover GP I, LLC (TCG Crossover GP I), TCG Crossover Fund II, L.P. (TCG Crossover II) and TCG Crossover GP II, LLC (TCG Crossover GP II and together with TCG Crossover I, TCG Crossover GP I and TCG Crossover II, the Reporting Entities) and Chen Yu (the Reporting Individual). The Reporting Entities and the Reporting Individual are collectively referred to as the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act is attached as Exhibit 1 to the Original Schedule 13G. Other than those securities reported herein as being held directly by such Reporting Person, each Reporting Person disclaims beneficial ownership of all securities reported in this Amendment No. 1 except to the extent of such Reporting Person's pecuniary interest therein.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each Reporting Person is 245 Lytton Ave., Suite 350, Palo Alto, CA 94301.
(c)
Citizenship:
TCG Crossover GP I and TCG Crossover GP II are each a limited liability company organized under the laws of the State of Delaware. TCG Crossover I and TCG Crossover II are each a limited partnership organized under the laws of the State of Delaware. The Reporting Individual is a citizen of the United States of America.
(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 Row 9 of the cover page for each Reporting Person and the corresponding comments.
(b)
Percent of class:
See Row 11 of the cover page for each Reporting Person and the corresponding comments.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Row 5 of the cover page for each Reporting Person and the corresponding comments.
(ii) Shared power to vote or to direct the vote:
See Row 6 of the cover page for each Reporting Person and the corresponding comments.
(iii) Sole power to dispose or to direct the disposition of:
See Row 7 of the cover page for each Reporting Person and the corresponding comments.
(iv) Shared power to dispose or to direct the disposition of:
See Row 8 of the cover page for each Reporting Person and the corresponding comments.
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.
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.
Under certain circumstances set forth in the limited partnership agreements of TCG Crossover I and TCG Crossover II and the limited liability company agreements of TCG Crossover GP I and TCG Crossover GP II, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of securities of the Issuer owned by each such entity of which they are a partner or member, as the case may be.
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.
