[SCHEDULE 13G/A] Vistagen Therapeutics, Inc. Amended Passive Investment Disclosure
Nantahala reports 4.71% stake in Vistagen
Vistagen Therapeutics, Inc. received an updated ownership report from Nantahala Capital Management, LLC and its managing members Wilmot B. Harkey and Daniel Mack.
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Vistagen Therapeutics, Inc. received an updated ownership report from Nantahala Capital Management, LLC and its managing members Wilmot B. Harkey and Daniel Mack. As of December 31, 2025, they may be deemed to beneficially own 1,953,045 shares of common stock, representing 4.71% of the class.
All 1,953,045 shares are reported with shared voting and shared dispositive power, and no sole voting or dispositive power. The reporting group states the shares were acquired and are held in the ordinary course of business, without the purpose or effect of changing or influencing control of Vistagen.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What ownership stake in Vistagen (VTGN) is reported in this Schedule 13G/A?
The filing reports beneficial ownership of 1,953,045 shares of Vistagen common stock, equal to 4.71% of the outstanding class as of December 31, 2025. This stake is disclosed as held on a shared voting and shared dispositive basis.
Who are the reporting persons in the Vistagen (VTGN) Schedule 13G/A?
The reporting persons are Nantahala Capital Management, LLC and its managing members Wilmot B. Harkey and Daniel Mack. Nantahala is a Massachusetts limited liability company; Harkey and Mack are U.S. citizens tied to the same 1,953,045 Vistagen shares.
How much voting and dispositive power do the Vistagen (VTGN) reporting persons have?
Each reporting person lists 0 shares with sole voting and sole dispositive power, and 1,953,045 shares with shared voting and shared dispositive power. This structure indicates decisions over the stake are made jointly rather than individually.
Is Nantahala’s Vistagen (VTGN) stake reported as a passive investment?
Yes. The certification states the securities were acquired and are held in the ordinary course of business and not for the purpose or effect of changing or influencing control of Vistagen, other than activities tied to a nomination under Rule 240.14a-11.
Why does the Vistagen (VTGN) filing mention ownership of 5 percent or less?
Item 5 notes ownership of 5 percent or less of the class. With the reported 4.71% stake, the holders remain below the 5% threshold that often signals a larger, potentially more influential position in a public company’s equity.
What entity actually holds the Vistagen (VTGN) shares reported by Nantahala?
The 1,953,045 shares are held by funds and separately managed accounts under Nantahala’s control. Harkey and Mack, as managing members of Nantahala, may be deemed beneficial owners of the same shares through their roles at the investment adviser.
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)
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
Nantahala Capital Management, 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
MASSACHUSETTS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,953,045.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,953,045.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,953,045.00
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)
4.71 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP No.
92840H400
1
Names of Reporting Persons
Wilmot B. Harkey
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
1,953,045.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,953,045.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,953,045.00
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)
4.71 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP No.
92840H400
1
Names of Reporting Persons
Daniel Mack
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
1,953,045.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,953,045.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,953,045.00
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)
4.71 %
12
Type of Reporting Person (See Instructions)
HC
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:
(1) Nantahala Capital Management, LLC ("Nantahala")
(2) Wilmot B. Harkey
(3) Daniel Mack (together the "Reporting Persons")
(b)
Address or principal business office or, if none, residence:
130 Main St. 2nd Floor, New Canaan, Connecticut 06840
(c)
Citizenship:
(1) Nantahala is a Massachusetts limited liability company.
(2) Each of Messrs. Harkey and Mack 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:
As of December 31, 2025, Nantahala may be deemed to be the beneficial owner of 1,953,045 Shares held by funds and separately managed accounts under its control, and as the managing members of Nantahala, each of Messrs. Harkey and Mack may be deemed to be a beneficial owner of those Shares.
(b)
Percent of class:
As of December 31, 2025, each of the Reporting Persons may be deemed to be the beneficial owner of the following percentage of the total number of Shares outstanding:
(1) Nantahala Capital Management, LLC ("Nantahala") : 4.71%
(2) Wilmot B. Harkey: 4.71%
(3) Daniel Mack: 4.71%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares.
(2) Wilmot B. Harkey: 0 Shares.
(3) Daniel Mack: 0 Shares.
(ii) Shared power to vote or to direct the vote:
(1) Nantahala Capital Management, LLC ("Nantahala") : 1,953,045 Shares.
(2) Wilmot B. Harkey: 1,953,045 Shares.
(3) Daniel Mack: 1,953,045 Shares.
(iii) Sole power to dispose or to direct the disposition of:
(1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares.
(2) Wilmot B. Harkey: 0 Shares.
(3) Daniel Mack: 0 Shares.
(iv) Shared power to dispose or to direct the disposition of:
(1) Nantahala Capital Management, LLC ("Nantahala") : 1,953,045 Shares.
(2) Wilmot B. Harkey: 1,953,045 Shares.
(3) Daniel Mack: 1,953,045 Shares.
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.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Each of Messrs. Harkey and Mack is filing this Schedule 13G as a control person in respect of shares beneficially owned by Nantahala, an investment adviser as described in ss. 240.13d-1(b)(1)(ii)(E). See Item 4(a).
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.
