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Vistagen Therapeutics, Inc. is the subject of an amended Schedule 13G filing in which StemPoint Capital LP, StemPoint Capital Management GP LLC, and Michelle Ross report beneficial ownership of 616,749 shares of common stock issuable upon exercise of warrants, representing 1.5% of the class.
The percentage is calculated using 39,495,451 shares outstanding as of November 12, 2025, plus the shares underlying these warrants. The warrants are subject to a 9.9% beneficial ownership limitation, and all voting and dispositive power over the 616,749 underlying shares is reported as shared among the reporting persons.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake in Vistagen Therapeutics (VTGN) does StemPoint report in this Schedule 13G/A?
StemPoint and related reporting persons report beneficial ownership of 616,749 Vistagen shares, or 1.5% of the common stock. These shares are issuable upon exercise of warrants, giving the group shared voting and dispositive power over the underlying securities.
How was the 1.5% ownership of VTGN common stock calculated in this filing?
The 1.5% ownership is based on 39,495,451 Vistagen shares outstanding as of November 12, 2025, plus the 616,749 shares underlying the warrants. The calculation follows Rule 13d-3(d)(1)(i), which includes shares the reporting persons have a right to acquire.
Who are the reporting persons in the Vistagen Therapeutics (VTGN) Schedule 13G/A?
The filing is jointly made by StemPoint Capital LP, StemPoint Capital Management GP LLC, and Michelle Ross. All three are treated as reporting persons and together may be deemed beneficial owners of the same 616,749 warrant-based shares of Vistagen common stock.
Are the securities in this VTGN Schedule 13G/A currently outstanding shares or warrants?
The reported position consists entirely of 616,749 shares of Vistagen common stock issuable upon exercise of warrants. The filing clarifies that both shared voting and shared dispositive power relate to these warrants, not to currently outstanding, directly held common shares.
What beneficial ownership limitation applies to StemPoint’s VTGN warrants in this filing?
The warrants are subject to a 9.9% beneficial ownership limitation, capping how much of Vistagen’s stock the reporting persons can beneficially own via exercise. This limitation is incorporated into the 1.5% ownership calculation disclosed in the Schedule 13G/A amendment.
Does this Vistagen (VTGN) Schedule 13G/A indicate an attempt to influence control of the company?
The certification states the securities were acquired and are held in the ordinary course of business. It also affirms they are not held for the purpose or effect of changing or influencing control of Vistagen, other than activities tied to a specific nomination rule.
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
StemPoint 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
616,749.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
616,749.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
616,749.00
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)
1.5 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP No.
92840H400
1
Names of Reporting Persons
StemPoint Capital Management GP 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
616,749.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
616,749.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
616,749.00
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)
1.5 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: StemPoint Capital Management GP LLC is a limited liability company.
SCHEDULE 13G
CUSIP No.
92840H400
1
Names of Reporting Persons
Michelle Ross
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
616,749.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
616,749.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
616,749.00
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)
1.5 %
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, CA, 94080
Item 2.
(a)
Name of person filing:
This filing is being jointly filed by StemPoint Capital LP, StemPoint Capital Management GP LLC, and Michelle Ross (collectively, the "Reporting Persons" and each a "Reporting Person").
(b)
Address or principal business office or, if none, residence:
The business addresses of each Reporting Person is:
520 Madison Avenue, 19th Floor
New York, NY 10022
(c)
Citizenship:
StemPoint Capital LP is a limited partnership organized under the laws of the State of Delaware.
StemPoint Capital Management GP LLC is a limited liability company organized under the laws of the State of Delaware.
Michelle Ross 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:
Items 5-9 of each cover page are incorporated by reference. Each Reporting Person may be deemed to be the beneficial owner of 616,749 Shares of Common Stock, which amount consists of 616,749 Shares of Common Stock issuable upon the exercise of Warrants.
(b)
Percent of class:
Each Reporting Person may be deemed to beneficially own 1.5% shares of Common Stock, which is calculated based on 39,495,451 Shares outstanding as of November 12, 2025, as reported in the Issuer's quarterly report on Form 10-Q for the quarterly period ended September 30, 2025, filled with the SEC on November 13, 2025, and the total number of Shares of Common Stock that the Reporting Persons have the right to acquire upon the exercise of Warrants, subject to a 9.9% beneficial ownership limitation, which amount has been added to the shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
-0-
(ii) Shared power to vote or to direct the vote:
616,749. Comment: Shared voting power included 616,749 Warrants beneficially owned by the Reporting Persons.
(iii) Sole power to dispose or to direct the disposition of:
-0-
(iv) Shared power to dispose or to direct the disposition of:
616,749. Comment: Shared dispositive power includes 616,749 Warrants beneficially owned by the Reporting Persons.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
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 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.
