[SCHEDULE 13G] Vistagen Therapeutics, Inc. SEC Filing

Rhea-AI Filing Summary

Janus Henderson Group plc and an affiliated fund reported a significant passive stake in Vistagen Therapeutics, Inc. The filing shows Janus Henderson Group plc (through its entities) beneficially owns 4,165,767 shares, representing 13.6% of the class, with shared voting and dispositive power over those shares. Separately, Janus Henderson Biotech Innovation Master Fund Ltd reports beneficial ownership of 3,575,276 shares, representing 11.7% of the class.

The Schedule 13G indicates these positions are held in the ordinary course of business and not for the purpose of influencing control. The filing identifies the issuer's principal office in South San Francisco and lists Janus Henderson entities as registered investment advisers or related subsidiaries involved in managing the holdings. Signatures are provided by the Head of North America Compliance, dated 09/08/2025.

Positive

• Material disclosure of ownership providing transparency: 4,165,767 shares (13.6%) reported
• Clear classification as passive: filer certifies shares are held in ordinary course of business and not to influence control
• Identified reporting entities and signatures with power-of-attorney exhibit for compliance and authority

Negative

• Shared voting power is material (4,165,767 shares), which may concentrate influence despite passive classification
• No additional detail on underlying accounts or further beneficiaries beyond named entities (limited granularity)

Insights

Securities Analyst

TL;DR: A well-known asset manager reports a passive, material stake of 13.6% in VTGN via shared voting/dispositive power.

The filing documents that Janus Henderson Group plc and affiliated advisory entities materially own and exercise shared voting and dispositive power over 4,165,767 shares, equal to 13.6% of Vistagen's common stock. This is a material passive disclosure under Schedule 13G thresholds. The filing asserts the position is held in the ordinary course of business and not intended to influence control, consistent with a Section 13(g) passive filing. The disclosure identifies specific entities and an affiliated fund holding 3,575,276 shares (11.7%). For investors, the presence of a sizable institutional holder is a disclosure of concentrated ownership; the filing contains no statements of intent to change control or pursue corporate actions.

Corporate Governance Expert

TL;DR: Governance impact appears limited: the filer declares passive intent despite material shared voting power.

The Schedule 13G shows shared voting authority over a material block (13.6%). The filing includes a certification that the shares were not acquired to influence control and cites adviser/subsidiary relationships among Janus Henderson entities. The power-of-attorney exhibit formalizes filing authority. There is no accompanying Schedule 13D-level disclosure of activist intent, management proposals, or planned changes to governance. As filed, this is a routine, material ownership disclosure rather than an indication of active governance engagement.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

VISTAGEN THERAPEUTICS, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

92840H400

(CUSIP Number)

08/29/2025

(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

JANUS HENDERSON GROUP PLC

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

JERSEY

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,165,767.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,165,767.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,165,767.00

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)

13.6 %

12

Type of Reporting Person (See Instructions)

IA, HC

SCHEDULE 13G

CUSIP No. 92840H400

1

Names of Reporting Persons

Janus Henderson Biotech Innovation Master Fund Ltd

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 3,575,276.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,575,276.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,575,276.00

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)

11.7 %

12

Type of Reporting Person (See Instructions)

IV

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: Janus Henderson Group plc
(b)	Address or principal business office or, if none, residence: 201 Bishopsgate EC2M 3AE, United Kingdom
(c)	Citizenship: Y9
(d)	Title of class of securities: Common Stock
(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: JHIUS may be deemed to be the beneficial owner of 4,165,767 shares
(b)	Percent of class: 13.6 %
(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: 4165767
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 4165767
Item 5.	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. N/A
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. JHIUS, JHIUKL and JHIAIFML are indirect subsidiaries of Janus Henderson and are registered investment advisers furnishing investment advice to Managed Portfolios.
Item 8.	Identification and Classification of Members of the Group.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. N/A
Item 9.	Notice of Dissolution of Group.
	Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. N/A

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.

JANUS HENDERSON GROUP PLC

Signature:	Kristin Mariani
Name/Title:	Head of North America Compliance, CCO
Date:	09/08/2025

Janus Henderson Biotech Innovation Master Fund Ltd

Signature:	Kristin Mariani
Name/Title:	Head of North America Compliance, CCO
Date:	09/08/2025

Exhibit Information

POWER OF ATTORNEY The undersigned, Janus Henderson Group plc ("the Company"), does hereby make, constitute and appoint each of Kristin Mariani and Caroline Barotti acting severally, as its true and lawful attorneys in-fact, for the purpose of, from time to time, executing in its name and on its behalf, whether the Company individually or as representative of others, any and all documents, certificates, instruments, statements, other filings and amendments to the foregoing (collectively, "documents") determined by such person to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including, without limitation, Forms 13D, 13F, 13G and 13H and any amendments to any of the foregoing as may be required to be filed with the Securities and Exchange Commission, and delivering, furnishing or filing any such documents with the appropriate governmental, regulatory authority or other person, and giving and granting to each such attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Any such determination by an attorney-in-fact named herein shall be conclusively evidenced by such person's execution, delivery, furnishing or filing of the applicable document. This power of attorney shall be valid from the date hereof and shall remain in full force and effect until either revoked in writing by the Company, or, in respect of any attorney-in-fact named herein, until such person ceases to be an employee of the Company or one of its affiliates. IN WITNESS WHEREOF, the undersigned has caused this power of attorney to be executed as of this 9th day of December, 2022. Janus Henderson Group plc By: /s/ Michelle Rosenberg Name: Michelle Rosenberg Title: General Counsel and Company Secretary

FAQ

What stake does Janus Henderson Group plc report in Vistagen (VTGN)?

The filing reports beneficial ownership of 4,165,767 shares, equal to 13.6% of the class.

How much does Janus Henderson Biotech Innovation Master Fund Ltd own in VTGN?

The fund reports beneficial ownership of 3,575,276 shares, representing 11.7% of the class.

Does the filing indicate Janus Henderson intends to influence Vistagen's control?

No; the filing includes a certification that the securities are held in the ordinary course of business and were not acquired to change or influence control.

What type of SEC filing is this and why was it made?

This is a Schedule 13G filing, used to report passive ownership of more than 5% of a class of a company’s securities.

Who signed the Schedule 13G for Janus Henderson?

The document is signed by Kristin Mariani, Head of North America Compliance, CCO, dated 09/08/2025.

Where are Vistagen's principal executive offices listed in the filing?

The filing lists the issuer's principal executive offices at 343 Allerton Avenue, South San Francisco, CA 94080.