Vistagen Therapeutics (VTGN) investor Chen Yu reports 6.7% warrant-based stake

Rhea-AI Filing Summary

Vistagen Therapeutics, Inc. received an updated Schedule 13G/A from TCG Crossover funds and Chen Yu regarding beneficial ownership of its common stock through warrants. The filing reports TCG Crossover I and its GP as beneficially owning 740,101 shares issuable upon exercise of Tranche I and Tranche II Warrants, representing 1.8% of the common stock on an as-converted basis. TCG Crossover II and its GP are reported as beneficially owning 2,220,303 warrant shares, or 5.1%. Chen Yu, as sole managing member of both general partners, may be deemed to beneficially own 2,960,404 warrant shares, or 6.7%, all subject to a 9.99% Beneficial Ownership Limitation that restricts warrant exercises above that level. The ownership calculations use 41,032,453 shares of common stock outstanding as of June 12, 2026, plus the respective warrant shares assumed exercised.

Key Figures

Chen Yu beneficial ownership: 2,960,404 shares (6.7%) TCG Crossover I beneficial ownership: 740,101 shares (1.8%) TCG Crossover II beneficial ownership: 2,220,303 shares (5.1%) +4 more

7 metrics

Chen Yu beneficial ownership 2,960,404 shares (6.7%) Beneficial ownership of common stock via warrants, as reported in Schedule 13G/A

TCG Crossover I beneficial ownership 740,101 shares (1.8%) Shares issuable upon exercise of Tranche I and II Warrants held of record by TCG Crossover I

TCG Crossover II beneficial ownership 2,220,303 shares (5.1%) Shares issuable upon exercise of Tranche I and II Warrants held of record by TCG Crossover II

Common shares outstanding baseline 41,032,453 shares Vistagen common stock outstanding as of June 12, 2026 used in ownership calculations

Aggregate base plus TCG Crossover I warrants 41,772,554 shares 41,032,453 outstanding plus 740,101 warrant shares for TCG Crossover I calculations

Aggregate base plus TCG Crossover II warrants 43,252,756 shares 41,032,453 outstanding plus 2,220,303 warrant shares for TCG Crossover II calculations

Beneficial Ownership Limitation 9.99% Maximum percentage of common stock that may be beneficially owned after warrant exercise

Key Terms

Beneficial Ownership Limitation, Tranche I Warrants, Tranche II Warrants, beneficial ownership, +1 more

5 terms

Beneficial Ownership Limitation regulatory

"The Warrants contain a provision which prohibits the exercise of the Warrants due to the Beneficial Ownership Limitation."

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 I Warrants financial

"Consists of 334,573 shares of Common Stock issuable upon exercise of Tranche I Warrants."

Tranche II Warrants financial

"and 405,428 shares of Common Stock issuable upon exercise of Tranche II Warrants."

beneficial ownership regulatory

"Each of the Reporting Persons disclaims beneficial ownership as to such securities, except to the extent of pecuniary interest."

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"disclaims beneficial ownership of all securities reported in this Amendment No. 2 except to the extent of such Reporting Person's pecuniary interest therein."

FAQ

What ownership stake in Vistagen Therapeutics (VTGN) does Chen Yu report in this Schedule 13G/A amendment?

Chen Yu may be deemed to beneficially own 2,960,404 shares of Vistagen Therapeutics common stock through warrants, representing 6.7% of the class. This includes warrant holdings of TCG Crossover I and II, calculated on an as-converted basis subject to a 9.99% cap.

How many Vistagen Therapeutics (VTGN) shares are attributed to TCG Crossover Fund I in this filing?

TCG Crossover Fund I and its general partner report beneficial ownership of 740,101 Vistagen Therapeutics shares via Tranche I and Tranche II Warrants, equal to 1.8% of the common stock on an as-converted basis using the disclosed share count baseline.

What is the reported Vistagen Therapeutics (VTGN) ownership for TCG Crossover Fund II?

TCG Crossover Fund II and its general partner report beneficial ownership of 2,220,303 Vistagen Therapeutics shares issuable upon warrant exercise, representing 5.1% of the common stock. These figures assume exercise of Tranche I and Tranche II Warrants within the stated ownership limits.

What Beneficial Ownership Limitation applies to the Vistagen Therapeutics (VTGN) warrants held by the TCG Crossover entities?

The warrants contain a 9.99% Beneficial Ownership Limitation, preventing exercise if it would cause the holder and its affiliates to own more than 9.99% of Vistagen’s outstanding common stock immediately after exercise. The reporting persons state they are below this limit in aggregate.

What share count baseline for Vistagen Therapeutics (VTGN) is used to calculate the reported ownership percentages?

The ownership percentages are based on 41,032,453 Vistagen common shares outstanding as of June 12, 2026, plus the respective warrant shares. Totals of 41,772,554, 43,252,756, and 43,992,857 shares are used for different reporting persons’ calculations.

Do the TCG Crossover reporting persons file as a group with respect to Vistagen Therapeutics (VTGN)?

The filing states the reporting persons expressly disclaim status as a group for Schedule 13G purposes. Each also disclaims beneficial ownership of securities held by the others, except to the extent of their respective pecuniary interests in those entities.

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Available on EDGAR 08/14/2026 - 04:31 PM Accepted by SEC EDGAR 08/14/2026 - 04:27 PM Learn about SEC filing dates

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)

06/30/2026

(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

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 740,101.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 740,101.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

740,101.00

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)

1.8 %

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) 334,573 shares of Common Stock (as defined in Item 2(d) below) 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 (ii) 405,428 shares of Common Stock issuable upon exercise of certain Tranche II Warrants (as defined in the Prospectus, together with the Tranche I Warrants, the Warrants). The Warrants contain a provision which prohibits the exercise of the Warrants 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 percent of the shares of Common Stock then outstanding immediately after giving effect to such exercise (the Beneficial Ownership Limitation). As of the date of this filing, the Reporting Persons (as defined in Item 2(a) below) hold less than the Beneficial Ownership Limitation in the aggregate. Based on 41,772,554 shares of Common Stock, as follows: (a) 41,032,453 shares of Common Stock outstanding as of June 12, 2026, as reported by the Issuer (as defined in Item 1(a) below) in its annual report filed with the Securities and Exchange Commission (the Commission) on June 15, 2026 (the Form 10-K), plus (b) an aggregate of 740,101 shares of Common Stock issuable upon exercise of the 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 740,101.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 740,101.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

740,101.00

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)

1.8 %

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) 334,573 shares of Common Stock issuable upon exercise of Tranche I Warrants and (ii) 405,428 shares of Common Stock issuable upon exercise of Tranche II Warrants. The Warrants contain a provision which prohibits the exercise of the Warrants due to the Beneficial Ownership Limitation. As of the date of this filing, the Reporting Persons hold less than the Beneficial Ownership Limitation in the aggregate. Based on 41,772,554 shares of Common Stock, as follows: (a) 41,032,453 shares of Common Stock outstanding as of June 12, 2026, as reported by the Issuer in the Form 10-K, plus (b) an aggregate of 740,101 shares of Common Stock issuable upon exercise of the 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 2,220,303.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,220,303.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,220,303.00

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)

5.1 %

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) 1,003,718 shares of Common Stock issuable upon exercise of Tranche I Warrants and (ii) 1,216,585 shares of Common Stock issuable upon exercise of Tranche II Warrants. The Warrants contain a provision which prohibits the exercise of the Warrants due to the Beneficial Ownership Limitation. As of the date of this filing, the Reporting Persons hold less than the Beneficial Ownership Limitation in the aggregate. Based on 43,252,756 shares of Common Stock, as follows: (a) 41,032,453 shares of Common Stock outstanding as of June 12, 2026, as reported by the Issuer in the Form 10-K, plus (b) an aggregate of 2,220,303 shares of Common Stock issuable upon exercise of the 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 2,220,303.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,220,303.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,220,303.00

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)

5.1 %

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) 1,003,718 shares of Common Stock issuable upon exercise of Tranche I Warrants and (ii) 1,216,585 shares of Common Stock issuable upon exercise of Tranche II Warrants. The Warrants contain a provision which prohibits the exercise of the Warrants due to the Beneficial Ownership Limitation. As of the date of this filing, the Reporting Persons hold less than the Beneficial Ownership Limitation in the aggregate. Based on 43,252,756 shares of Common Stock, as follows: (a) 41,032,453 shares of Common Stock outstanding as of June 12, 2026, as reported by the Issuer in the Form 10-K, plus (b) an aggregate of 2,220,303 shares of Common Stock issuable upon exercise of the 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 2,960,404.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,960,404.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,960,404.00

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)

6.7 %

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) 334,573 shares of Common Stock issuable upon exercise of Tranche I Warrants held of record by TCG Crossover I, (ii) 405,528 shares of Common Stock issuable upon exercise of Tranche II Warrants held of record by TCG Crossover I, (iii) 1,003,718 shares of Common Stock issuable upon exercise of Tranche I Warrants held of record by TCG Crossover II, and (vi) 1,216,585 shares of Common Stock issuable upon exercise of certain Tranche II Warrants held of record by TCG Crossover II. The Warrants contain a provision which prohibits the exercise of the Warrants due to the Beneficial Ownership Limitation. As of the date of this filing, the Reporting Persons hold less than the Beneficial Ownership Limitation in the aggregate. Based on 43,992,857 shares of Common Stock, as follows: (a) 41,032,453 shares of Common Stock outstanding as of June 12, 2026, as reported by the Issuer in the Form 10-K, plus (b) an aggregate of 2,960,404 shares of Common Stock issuable upon exercise of the 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. 2 (Amendment No. 2) amends and supplements the Schedule 13G initially filed with the Commission on October 16, 2023, as amended by Amendment No. 1 filed with the Commission on May 15, 2026 (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. 2 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. Each of the Reporting Persons disclaims beneficial ownership as to such securities, except to the extent of his or its pecuniary interest therein.
(b)	Percent of class: See Row 11 of the cover page for each Reporting Person and the corresponding comments. Each of the Reporting Persons disclaims beneficial ownership as to such securities, except to the extent of his or its pecuniary interest therein.
(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. Each of the Reporting Persons disclaims beneficial ownership as to such securities, except to the extent of his or its pecuniary interest therein.
	(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. Each of the Reporting Persons disclaims beneficial ownership as to such securities, except to the extent of his or its pecuniary interest therein.
	(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. Each of the Reporting Persons disclaims beneficial ownership as to such securities, except to the extent of his or its pecuniary interest therein.
	(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. Each of the Reporting Persons disclaims beneficial ownership as to such securities, except to the extent of his or its pecuniary interest therein.
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.

TCG Crossover GP I, LLC

Signature:	/s/ Craig Skaling
Name/Title:	Craig Skaling, Authorized Signatory
Date:	08/14/2026

TCG Crossover Fund I, L.P.

Signature:	/s/ Craig Skaling
Name/Title:	Craig Skaling, Authorized Signatory
Date:	08/14/2026

TCG Crossover GP II, LLC

Signature:	/s/ Craig Skaling
Name/Title:	Craig Skaling, Authorized Signatory
Date:	08/14/2026

TCG Crossover Fund II, L.P.

Signature:	/s/ Craig Skaling
Name/Title:	Craig Skaling, Authorized Signatory
Date:	08/14/2026

Chen Yu

Signature:	/s/ Craig Skaling
Name/Title:	Craig Skaling, as Attorney-in-Fact for Chen Yu
Date:	08/14/2026