Great Point discloses 4.95% Vistagen (VTGN) stake via 2.06M warrants

Rhea-AI Filing Summary

Great Point Partners, LLC, Dr. Jeffrey R. Jay and Ms. Lillian Nordahl jointly report beneficial ownership of 2,055,834 shares of Vistagen Therapeutics common stock, representing 4.95% of the class as of the event date.

The stake is held entirely through warrants to purchase 2,055,834 shares, with shared voting and dispositive power and no sole power. The warrants include a 9.99% beneficial ownership cap, and the filers certify the securities are not held to change or influence control of Vistagen.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 7)

Vistagen Therapeutics, Inc.

(Name of Issuer)

Common Stock, $0.001 par value 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

Great Point Partners, 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 2,055,834.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,055,834.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,055,834.00

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)

4.95 %

12

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13G

CUSIP No. 92840H400

1

Names of Reporting Persons

Dr. Jeffrey R. Jay, M.D.

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 2,055,834.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,055,834.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,055,834.00

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)

4.95 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP No. 92840H400

1

Names of Reporting Persons

Ms. Lillian Nordahl

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 2,055,834.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,055,834.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,055,834.00

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)

4.95 %

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: Great Point Partners, LLC Dr. Jeffrey R. Jay, M.D. Ms. Lillian Nordahl The Reporting Persons have entered into a Joint Filing Agreement, dated February 17, 2026, a copy of which is filed with this SCHEDULE 13G/A as Exhibit A, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
(b)	Address or principal business office or, if none, residence: The address of the principal business office of each of the Reporting Persons is 165 Mason Street, 3rd Floor Greenwich, CT 06830
(c)	Citizenship: Great Point Partners, LLC is a limited liability company organized under the laws of the State of Delaware. Dr. Jeffrey R. Jay, M.D. is a citizen of the United States. Ms. Lillian Nordahl is a citizen of the United States.
(d)	Title of class of securities: Common Stock, $0.001 par value 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: 2,055,834
(b)	Percent of class: 4.95 %
(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: 2,055,834
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 2,055,834 The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover pages for the Reporting Persons and is incorporated herein by reference. The percentage set forth in Row (11) of the cover pages for the Reporting Persons are based on a total of 41,551,285 shares outstanding, which is the sum of (i) 39,495,451 common shares outstanding as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on November 12, 2025 and (ii) 2,055,834 shares of Common Stock issuable upon exercise of Warrants held by the reporting persons (subject to the Beneficial Ownership Cap). The reporting persons hold in the aggregate warrants to purchase 2,055,834 shares of Common Stock; however, the provisions of such warrants restrict the exercise of such warrants to the extent that, after giving effect to such exercise, the holder of the warrants and its affiliates, together with any other person or entities with which such holder would constitute a group, would beneficially own in excess of 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise (the "Beneficial Ownership Cap"). As a result, all shares underlying such warrants are 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.
	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. See Item 4.
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.

Great Point Partners, LLC

Signature:	/s/ Dr. Jeffrey R. Jay, M.D
Name/Title:	Dr. Jeffrey R. Jay, M.D - Senior Managing Member
Date:	02/17/2026

Dr. Jeffrey R. Jay, M.D.

Signature:	/s/ Dr. Jeffrey R. Jay, M.D
Name/Title:	Dr. Jeffrey R. Jay, M.D
Date:	02/17/2026

Ms. Lillian Nordahl

Signature:	/s/ Ms. Lillian Nordahl
Name/Title:	Ms. Lillian Nordahl
Date:	02/17/2026

Exhibit Information

JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned hereby agree as follows: (i) Each of them is individually eligible to use the SCHEDULE 13G/A to which this Exhibit is attached, and such SCHEDULE 13G/A is filed on behalf of each of them; and (ii) Each of them is responsible for the timely filing of such SCHEDULE 13G/A and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. Dated: February 17, 2026 Great Point Partners, LLC By: /s/ Dr. Jeffrey R. Jay, M.D. Dr. Jeffrey R. Jay, M.D., as Senior Managing Member Dr. Jeffrey R. Jay, M.D. By: /s/ Dr. Jeffrey R. Jay, M.D. Dr. Jeffrey R. Jay, M.D. Ms. Lillian Nordahl By: /s/ Ms. Lillian Nordahl Ms. Lillian Nordahl

FAQ

What stake in Vistagen (VTGN) does Great Point Partners report?

Great Point Partners and related individuals report beneficial ownership of 2,055,834 Vistagen shares, equal to 4.95% of the common stock. The position is entirely through warrants, with shared voting and dispositive power over all reported shares as disclosed in the ownership section.

How is the 4.95% ownership in Vistagen (VTGN) calculated?

The 4.95% figure is based on 41,551,285 shares of Vistagen common stock. This total combines 39,495,451 shares outstanding and 2,055,834 shares issuable upon exercise of warrants held by the reporting persons, as described in the ownership calculation language.

What type of securities do the Vistagen (VTGN) reporting persons hold?

The reporting persons hold warrants to purchase 2,055,834 shares of Vistagen common stock. These warrants are structured so their exercise is limited by a 9.99% beneficial ownership cap, which restricts exercises that would push combined holdings above that threshold after exercise.

What is the 9.99% Beneficial Ownership Cap mentioned for Vistagen (VTGN)?

The 9.99% Beneficial Ownership Cap prevents warrant exercises that would result in beneficial ownership above 9.99% of outstanding Vistagen shares. After giving effect to any exercise, the holder and its affiliates cannot exceed this cap, which constrains how many underlying shares may be exercised at once.

Are Great Point Partners and affiliates seeking control of Vistagen (VTGN)?

The filers state the securities were not acquired and are not held to change or influence control of Vistagen. They also note the holdings are not in connection with any transaction having that purpose or effect, other than activities tied to a specific nomination rule reference.

Who are the reporting persons in this Vistagen (VTGN) Schedule 13G/A?

The reporting persons are Great Point Partners, LLC, Dr. Jeffrey R. Jay, M.D., and Ms. Lillian Nordahl. They entered into a Joint Filing Agreement and share voting and dispositive power over 2,055,834 shares, as detailed in the cover pages and Item 2 of the filing.