Vistagen Therapeutics (VTGN): OrbiMed reports 0.0% beneficial ownership in latest 13G/A

Rhea-AI Filing Summary

Vistagen Therapeutics, Inc. is the issuer of Common Stock, par value $0.001 per share, CUSIP 92840H400. OrbiMed Advisors LLC and OrbiMed Capital LLC report that they now beneficially own 0 shares of this common stock, representing 0.0% of the class. They report no sole or shared voting or dispositive power over any Vistagen common shares, confirming ownership of 5 percent or less of the class and that they hold 0.0% on behalf of other persons.

Key Figures

Beneficial ownership: 0 shares Beneficial ownership: 0 shares Percent of class: 0.0% +2 more

5 metrics

Beneficial ownership 0 shares OrbiMed Advisors LLC amount beneficially owned

Beneficial ownership 0 shares OrbiMed Capital LLC amount beneficially owned

Percent of class 0.0% OrbiMed Advisors LLC percent of Vistagen common stock

Percent of class 0.0% OrbiMed Capital LLC percent of Vistagen common stock

Par value $0.001 per share Par value of Vistagen Therapeutics, Inc. common stock

Key Terms

beneficial ownership, sole voting power, shared dispositive power, percent of class, +1 more

5 terms

beneficial ownership financial

"Amount beneficially owned: OrbiMed Advisors LLC: 0 OrbiMed Capital LLC: 0"

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.

sole voting power financial

"Sole power to vote or to direct the vote: OrbiMed Advisors LLC: 0"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

shared dispositive power financial

"Shared power to dispose or to direct the disposition of: OrbiMed Capital LLC: 0"

percent of class financial

"Percent of class: OrbiMed Advisors LLC: 0.0% OrbiMed Capital LLC: 0.0%"

Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.

Schedule 13G/A regulatory

"Ownership of 5 Percent or Less of a Class."

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

FAQ

What did OrbiMed report in this Schedule 13G/A for VTGN?

OrbiMed Advisors LLC and OrbiMed Capital LLC reported 0 shares of Vistagen Therapeutics, Inc. common stock beneficially owned, representing 0.0% of the class, with no voting or dispositive power over any shares.

What percentage of Vistagen (VTGN) does OrbiMed currently own?

OrbiMed Advisors LLC and OrbiMed Capital LLC report beneficial ownership of 0.0% of Vistagen’s common stock. They indicate no sole or shared power to vote or dispose of any VTGN shares.

How many VTGN shares does OrbiMed report beneficially owning now?

OrbiMed Advisors LLC and OrbiMed Capital LLC each report beneficial ownership of 0 shares of Vistagen common stock. Correspondingly, they disclose 0.0% ownership of the class and no voting or dispositive power.

Does OrbiMed have voting power over any Vistagen (VTGN) shares?

No. OrbiMed Advisors LLC and OrbiMed Capital LLC disclose 0 shares with sole voting power and 0 shares with shared voting power, indicating no voting authority over Vistagen common stock.

Who signed the VTGN Schedule 13G/A amendment for OrbiMed?

The amendment was signed by Carl L. Gordon, as a Member of OrbiMed Advisors LLC and OrbiMed Capital LLC, with signatures dated 08/14/2026 for both reporting entities.

Does OrbiMed hold VTGN shares on behalf of other persons?

The reporting persons state they hold 0.0% of the shares of Vistagen common stock in the aggregate on behalf of other persons with rights to dividends or sale proceeds from such securities.

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Available on EDGAR 08/14/2026 - 05:50 PM Accepted by SEC EDGAR 08/14/2026 - 05:49 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

ORBIMED ADVISORS 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 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0.0 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP Number(s): 92840H400

1

Names of Reporting Persons

ORBIMED CAPITAL 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 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0.0 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Vistagen Therapeutics, Inc.
(b)	Address of issuer's principal executive offices: 343 Allerton Ave. South San Francisco, California 94080
Item 2.
(a)	Name of person filing: OrbiMed Advisors LLC OrbiMed Capital LLC
(b)	Address or principal business office or, if none, residence: 601 Lexington Avenue, 54th Floor New York, NY 10022
(c)	Citizenship: Please refer to Item 4 on each cover sheet for each filing person.
(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: OrbiMed Advisors LLC: 0 OrbiMed Capital LLC: 0
(b)	Percent of class: OrbiMed Advisors LLC: 0.0% OrbiMed Capital LLC: 0.0%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: OrbiMed Advisors LLC: 0 OrbiMed Capital LLC: 0
	(ii) Shared power to vote or to direct the vote: OrbiMed Advisors LLC: 0 OrbiMed Capital LLC: 0
	(iii) Sole power to dispose or to direct the disposition of: OrbiMed Advisors LLC: 0 OrbiMed Capital LLC: 0
	(iv) Shared power to dispose or to direct the disposition of: OrbiMed Advisors LLC: 0 OrbiMed Capital LLC: 0
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. The Reporting Persons hold 0.0% of the shares of Common Stock in the aggregate on behalf of other persons who have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, such securities. OrbiMed Advisors LLC and OrbiMed Capital LLC exercise investment and voting power over the shares of Common Stock through a management committee comprised of Carl L. Gordon, W. Carter Neild, and Geoffrey C. Hsu, each of whom disclaims beneficial ownership of the shares of Common Stock reported herein.
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.

ORBIMED ADVISORS LLC

Signature:	/s/ Carl L. Gordon
Name/Title:	Carl L. Gordon/Member
Date:	08/14/2026

ORBIMED CAPITAL LLC

Signature:	/s/ Carl L. Gordon
Name/Title:	Carl L. Gordon/Member
Date:	08/14/2026