VTGN / Vistagen Therapeutics, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Vistagen Therapeutics, Inc.
US ˙ NasdaqCM ˙ US92840H4002

Mga Batayang Estadistika
CIK 1411685
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Vistagen Therapeutics, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
August 7, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

August 7, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 7, 2025 Vistagen Therapeut

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 7, 2025 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commissio

August 7, 2025 EX-99.1

Vistagen Reports Fiscal Year 2026 First Quarter Financial Results and Corporate Update Topline results of PALISADE-3 Phase 3 Trial of fasedienol for acute treatment of social anxiety disorder expected in the fourth quarter of 2025 PALISADE-4 Phase 3

Exhibit 99.1 Vistagen Reports Fiscal Year 2026 First Quarter Financial Results and Corporate Update Topline results of PALISADE-3 Phase 3 Trial of fasedienol for acute treatment of social anxiety disorder expected in the fourth quarter of 2025 PALISADE-4 Phase 3 Trial topline results expected in the first half of 2026 Vistagen continues to advance diverse intranasal pherine pipeline targeting trea

August 7, 2025 EX-99.2

Nasdaq: VTGN Pioneering neuroscience with nose-to-brain neurocircuitry Summer 2025 Forward-looking Statements 2 This presentation contains certain forward-looking statements that are within the meaning of federal securities laws. These forward-lookin

vistagencorporateonlinep Nasdaq: VTGN Pioneering neuroscience with nose-to-brain neurocircuitry Summer 2025 Forward-looking Statements 2 This presentation contains certain forward-looking statements that are within the meaning of federal securities laws.

July 28, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the SEC Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐

July 28, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the SEC Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒

June 25, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 23, 2025 Vistagen Therapeuti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 23, 2025 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commission

June 25, 2025 EX-99.1

Vistagen Appoints Elissa Cote as Chief Corporate Development Officer Accomplished biopharma executive brings nearly 30 years of experience in business development, enterprise strategy, and global partnerships to her role Ms. Cote to help drive the st

EXHIBIT 99.1 Vistagen Appoints Elissa Cote as Chief Corporate Development Officer Accomplished biopharma executive brings nearly 30 years of experience in business development, enterprise strategy, and global partnerships to her role Ms. Cote to help drive the strategic positioning of Vistagen’s clinical-stage pipeline, which includes five novel intranasal pherine candidates targeting six highly p

June 25, 2025 EX-10.1

Indemnification Agreement by and between Vistagen Therapeutics, Inc. and Elissa Cote, dated June 23, 2025

EXHIBIT 10.1 VISTAGEN THERAPEUTICS, INC. INDEMNIFICATION AGREEMENT THIS AGREEMENT is entered into, effective as of June 23, 2025 between Vistagen Therapeutics, Inc., a Nevada corporation (the "Company"), and Elissa Cote (“Indemnitee”). WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available; WHEREAS, Indemnitee is an officer of the

June 17, 2025 EX-19.1

i Insider Trading Compliance Policy Contents Page I. Summary ..............................................................................................................................1 II. Statement of Policies Prohibiting Insider Trading .......

i Insider Trading Compliance Policy Contents Page I. Summary ..............................................................................................................................1 II. Statement of Policies Prohibiting Insider Trading ...............................................................2 III. Explanation of Insider Trading ........................................................

June 17, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 17, 2025 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commission

June 17, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended: March 31, 2025 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number: 001-37761 Vistagen Therapeutics, Inc. (Exact name of

June 17, 2025 EX-99.1

Vistagen Reports Fiscal Year 2025 Financial Results and Provides Corporate Update Topline results of PALISADE-3 Phase 3 Trial of fasedienol for acute treatment of social anxiety disorder expected in the fourth quarter of this year PALISADE-4 Phase 3

Exhibit 99.1 Vistagen Reports Fiscal Year 2025 Financial Results and Provides Corporate Update Topline results of PALISADE-3 Phase 3 Trial of fasedienol for acute treatment of social anxiety disorder expected in the fourth quarter of this year PALISADE-4 Phase 3 Trial topline results expected in the first half of 2026 Company showcases promising clinical-stage pipeline of five novel intranasal phe

June 17, 2025 424B5

Up to $175,000,000 Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-277041 PROSPECTUS SUPPLEMENT (To Prospectus dated February 29, 2024) Up to $175,000,000 Common Stock On May 14, 2021, we entered into an Open Market Sale AgreementSM (the “Sales Agreement”) with Jefferies LLC (“Jefferies”) relating to shares of our common stock, par value $0.001 per share, offered by this prospectus supplement. We have increase

June 17, 2025 EX-14.1

Approved on October 10, 2023, by the Vistagen Therapeutics, Inc. Board of Directors Rev 2023-10-06 343 Allerton Avenue South San Francisco, CA 94080 CODE OF BUSINESS CONDUCT -i- Table of Contents Vistagen’s Vision and Core Values ....................

Approved on October 10, 2023, by the Vistagen Therapeutics, Inc. Board of Directors Rev 2023-10-06 343 Allerton Avenue South San Francisco, CA 94080 CODE OF BUSINESS CONDUCT -i- Table of Contents Vistagen’s Vision and Core Values ........................................................................................................... 1 Scope and Applicability ....................................

June 17, 2025 EX-21.1

List of Subsidiaries

Exhibit 21.1 List of Subsidiaries Vistastem, Inc., a California corporation Pherin Pharmaceuticals, Inc., a Delaware corporation

June 2, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 2, 2025 Vistagen Therapeutic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 2, 2025 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commission

June 2, 2025 EX-99.1

Vistagen on Track to Deliver Topline Data from Fasedienol PALISADE-3 Phase 3 Trial for Acute Treatment of Social Anxiety Disorder in the Fourth Quarter of this Year Company’s PALISADE-4 Phase 3 trial now expected to read out in the first half of 2026

Vistagen on Track to Deliver Topline Data from Fasedienol PALISADE-3 Phase 3 Trial for Acute Treatment of Social Anxiety Disorder in the Fourth Quarter of this Year Company’s PALISADE-4 Phase 3 trial now expected to read out in the first half of 2026 SOUTH SAN FRANCISCO, Calif; June 2, 2025 — Vistagen (Nasdaq: VTGN), a late clinical-stage biopharmaceutical company pioneering neuroscience with nose-to-brain neurocircuitry to develop and commercialize a new class of intranasal product candidates called pherines, today provides an update on the timeline for the ongoing clinical trials in its U.

June 2, 2025 EX-99.2

Nasdaq: VTGN Pioneering neuroscience with nose-to-brain neurocircuitry Summer 2025 Forward-looking Statements 2 This presentation contains certain forward-looking statements that are within the meaning of federal securities laws. These forward-lookin

Nasdaq: VTGN Pioneering neuroscience with nose-to-brain neurocircuitry Summer 2025 Forward-looking Statements 2 This presentation contains certain forward-looking statements that are within the meaning of federal securities laws.

March 6, 2025 EX-99.2

Vistagen to Participate in Stifel 2025 Virtual CNS Forum

EXHIBIT 99.2 Vistagen to Participate in Stifel 2025 Virtual CNS Forum SOUTH SAN FRANCISCO, Calif, March 4, 2025 - Vistagen (Nasdaq: VTGN), a clinical-stage biopharmaceutical company pioneering neuroscience with nose-to-brain neurocircuitry to develop and commercialize a new class of intranasal product candidates called pherines, today announced that management will participate in Stifel’s 2025 Vir

March 6, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 3, 2025 Vistagen Therapeuti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 3, 2025 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commission

March 6, 2025 EX-99.1

Nasdaq: VTGN Pioneering neuroscience with nose-to-brain neurocircuitry March 3, 2025 TD Cowen 45th Annual Health Care Conference Forward-looking Statements 2 This presentation contains certain forward-looking statements that are within the meaning of

Nasdaq: VTGN Pioneering neuroscience with nose-to-brain neurocircuitry March 3, 2025 TD Cowen 45th Annual Health Care Conference Forward-looking Statements 2 This presentation contains certain forward-looking statements that are within the meaning of federal securities laws.

February 14, 2025 EX-1

JOINT FILING AGREEMENT

EX-1 2 tm256261d1ex1.htm EXHIBIT 1 Exhibit 1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigne

February 13, 2025 EX-99.2

Nasdaq: VTGN Pioneering neuroscience with nose-to-brain neurocircuitry February 2025 Forward-looking Statements 2 This presentation contains certain forward-looking statements that are within the meaning of federal securities laws. These forward-look

Nasdaq: VTGN Pioneering neuroscience with nose-to-brain neurocircuitry February 2025 Forward-looking Statements 2 This presentation contains certain forward-looking statements that are within the meaning of federal securities laws.

February 13, 2025 EX-99.1

Vistagen Reports Fiscal Year 2025 Third Quarter Financial Results and Corporate Update Fasedienol U.S. registration-directed PALISADE Phase 3 Program for acute treatment of social anxiety disorder progressing with ongoing PALISADE-3, PALISADE-4 and R

Exhibit 99.1 Vistagen Reports Fiscal Year 2025 Third Quarter Financial Results and Corporate Update Fasedienol U.S. registration-directed PALISADE Phase 3 Program for acute treatment of social anxiety disorder progressing with ongoing PALISADE-3, PALISADE-4 and Repeat Dose trials Vistagen highlights clinical-stage pipeline with five novel pherine product candidates with positive efficacy signals a

February 13, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 13, 2025 Vistagen Therap

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 13, 2025 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commis

February 13, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

February 5, 2025 EX-99.1

Vistagen Receives U.S. Patent for AV-101 to Treat Neuropathic Pain

EXHIBIT 99.1 Vistagen Receives U.S. Patent for AV-101 to Treat Neuropathic Pain SOUTH SAN FRANCISCO, Calif, February 5, 2025 - Vistagen (Nasdaq: VTGN), a clinical-stage biopharmaceutical company pioneering neuroscience to deliver groundbreaking therapies for individuals affected by psychiatric and neurological disorders, today announced that the U.S. Patent and Trademark Office (USPTO) granted a p

February 5, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 5, 2025 Vistagen Therape

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 5, 2025 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commiss

January 14, 2025 EX-99.1

Vistagen Announces Positive Results from Exploratory Phase 2A Study of PH284 in Cancer Cachexia PH284 nasal spray demonstrated improvements to subjective feelings of hunger in cancer patients PH284 is the fifth pherine product candidate in Vistagen’s

EXHIBIT 99.1 Vistagen Announces Positive Results from Exploratory Phase 2A Study of PH284 in Cancer Cachexia PH284 nasal spray demonstrated improvements to subjective feelings of hunger in cancer patients PH284 is the fifth pherine product candidate in Vistagen’s neuroscience pipeline with a positive efficacy signal SOUTH SAN FRANCISCO, Calif, January 14, 2025 - Vistagen (Nasdaq: VTGN), a late cli

January 14, 2025 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 14, 2025 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commiss

January 13, 2025 EX-99.1

Vistagen Initiates Fasedienol Repeat Dose Study for the Acute Treatment of Social Anxiety Disorder All planned clinical studies in fasedienol U.S. registration-directed Phase 3 program for the acute treatment of social anxiety disorder are underway

EXHIBIT 99.1 Vistagen Initiates Fasedienol Repeat Dose Study for the Acute Treatment of Social Anxiety Disorder All planned clinical studies in fasedienol U.S. registration-directed Phase 3 program for the acute treatment of social anxiety disorder are underway SOUTH SAN FRANCISCO, Calif, January 10, 2025 - Vistagen (Nasdaq: VTGN), a late clinical-stage company dedicated to pioneering neuroscience

January 13, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 10, 2025 Vistagen Therape

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 10, 2025 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commiss

December 6, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 6, 2024 Vistagen Therape

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 6, 2024 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commiss

December 6, 2024 EX-99.1

Nasdaq: VTGN Pioneering neuroscience with nose-to-brain neurocircuitry Forward-looking Statements 2 This presentation contains certain forward-looking statements that are within the meaning of federal securities laws. These forward-looking statements

Nasdaq: VTGN Pioneering neuroscience with nose-to-brain neurocircuitry Forward-looking Statements 2 This presentation contains certain forward-looking statements that are within the meaning of federal securities laws.

November 14, 2024 SC 13G/A

VTGN / Vistagen Therapeutics, Inc. / GREAT POINT PARTNERS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

November 14, 2024 SC 13G/A

VTGN / Vistagen Therapeutics, Inc. / CITADEL ADVISORS LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm2427061d17sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* Vistagen Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (the “Shar

November 7, 2024 EX-99.1

Vistagen Reports Fiscal Year 2025 Second Quarter Financial Results and Corporate Update Fasedienol U.S. registration-directed PALISADE Phase 3 Program for acute treatment of social anxiety disorder progressing PALISADE-3 and PALISADE-4 Phase 3 trials

Exhibit 99.1 Vistagen Reports Fiscal Year 2025 Second Quarter Financial Results and Corporate Update Fasedienol U.S. registration-directed PALISADE Phase 3 Program for acute treatment of social anxiety disorder progressing PALISADE-3 and PALISADE-4 Phase 3 trials initiated and underway SOUTH SAN FRANCISCO, Calif. — (BUSINESS WIRE) — November 7, 2024 — Vistagen (Nasdaq: VTGN), a late clinical-stage

November 7, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 7, 2024 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commiss

November 7, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

September 23, 2024 EX-99.1

Vistagen Initiates PALISADE-4 Phase 3 Study of Fasedienol for the Acute Treatment of Social Anxiety Disorder Next step in registration-directed PALISADE Phase 3 program for fasedienol in social anxiety disorder achieved as planned

Vistagen Initiates PALISADE-4 Phase 3 Study of Fasedienol for the Acute Treatment of Social Anxiety Disorder Next step in registration-directed PALISADE Phase 3 program for fasedienol in social anxiety disorder achieved as planned SOUTH SAN FRANCISCO, Calif.

September 23, 2024 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 23, 2024 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commi

August 28, 2024 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 26, 2024 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commissi

August 13, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

August 13, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 13, 2024 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commissi

August 13, 2024 EX-99.1

Vistagen Reports Fiscal Year 2025 First Quarter Financial Results and Corporate Update

Exhibit 99.1 Vistagen Reports Fiscal Year 2025 First Quarter Financial Results and Corporate Update PALISADE Phase 3 Program for the acute treatment of Social Anxiety Disorder progressing on track SOUTH SAN FRANCISCO, Calif.-(BUSINESS WIRE)—August 13, 2024- Vistagen (Nasdaq: VTGN), a late clinical-stage neuroscience-focused biopharmaceutical company dedicated to the development and commercializati

July 17, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the SEC Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐

July 17, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the SEC Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒

July 12, 2024 EX-16.1

Letter from WithumSmith+Brown, PC, dated July 10, 2024.

Exhibit 16.1

July 12, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 8, 2024 Vistagen Therapeutic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 8, 2024 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commission

July 10, 2024 EX-99.1

Vistagen Broadens PH80 Global Intellectual Property Portfolio with New Patents for the Treatment of Migraine

Exhibit 99.1 Vistagen Broadens PH80 Global Intellectual Property Portfolio with New Patents for the Treatment of Migraine SOUTH SAN FRANCISCO, Calif, July 9, 2024 - Vistagen (Nasdaq: VTGN), a clinical-stage neuroscience-focused biopharmaceutical company dedicated to the development and commercialization of groundbreaking therapies for psychiatric and neurological disorders based on nose-to-brain n

July 10, 2024 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 9, 2024 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commission

June 28, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 27, 2024 Vistagen Therapeuti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 27, 2024 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commission

June 28, 2024 EX-99.1

Vistagen Awarded Mental Health America’s Platinum Bell Seal for Workplace Mental Health for the Second Consecutive Year Mental Health America’s highest national certification enhances Vistagen’s ongoing efforts to promote mental health throughout the

Exhibit 99.1 Vistagen Awarded Mental Health America’s Platinum Bell Seal for Workplace Mental Health for the Second Consecutive Year Mental Health America’s highest national certification enhances Vistagen’s ongoing efforts to promote mental health throughout the U.S. SOUTH SAN FRANCISCO, Calif, June 27, 2024 - Vistagen (Nasdaq: VTGN), a clinical-stage neuroscience-focused biopharmaceutical compan

June 17, 2024 S-8

As filed with the Securities and Exchange Commission on June 14, 2024

As filed with the Securities and Exchange Commission on June 14, 2024 Registration No.

June 17, 2024 EX-FILING FEES

Calculation of Filing Fee Tables Form S-8 (Form Type) Vistagen Therapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Vistagen Therapeutics, Inc.

June 11, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 11, 2024 Vistagen Therapeuti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 11, 2024 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commission

June 11, 2024 EX-99.1

Vistagen Reports Fiscal Year 2024 Financial Results and Provides Corporate Update

Exhibit 99.1 Vistagen Reports Fiscal Year 2024 Financial Results and Provides Corporate Update Registration-directed fasedienol PALISADE Phase 3 program for the acute treatment of social anxiety disorder progressing on track PALISADE-3 Phase 3 trial recently initiated; PALISADE-4 Phase 3 trial initiation anticipated in 2H 2024 SOUTH SAN FRANCISCO, Calif.-(BUSINESS WIRE)—February 13, 2024- Vistagen

June 11, 2024 EX-10.163

VISTAGEN THERAPEUTICS, INC. INDEMNIFICATION AGREEMENT

VISTAGEN THERAPEUTICS, INC. INDEMNIFICATION AGREEMENT THIS AGREEMENT is entered into, effective as of August 10, 2023 between Vistagen Therapeutics, Inc., a Nevada corporation (the "Company"), and Cynthia Anderson (“Indemnitee”). WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available; WHEREAS, Indemnitee is an officer of the Compa

June 11, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended: March 31, 2024 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number: 001-37761 Vistagen Therapeutics, Inc. (Exact name of

June 11, 2024 EX-97.1

VISTAGEN THERAPEUTICS, INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION

VISTAGEN THERAPEUTICS, INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION Vistagen Therapeutics, Inc., a Nevada corporation (the “Company”), has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of October 2, 2023 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 11. 1. Per

June 11, 2024 EX-4.31

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK General The following description of the capital stock of Vistagen Therapeutics, Inc.

May 31, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 29, 2024 Vistagen Therapeutic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 29, 2024 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commission

May 24, 2024 EX-99.1

Vistagen to Present at the 2024 American Society of Clinical Psychopharmacology (ASCP) Conference

Exhibit 99.1 Vistagen to Present at the 2024 American Society of Clinical Psychopharmacology (ASCP) Conference SOUTH SAN FRANCISCO, Calif., May 23, 2024 – Vistagen (Nasdaq: VTGN), a late clinical-stage biopharmaceutical company pioneering neuroscience to deliver groundbreaking therapies for individuals affected by psychiatric and neurological disorders, today announced that it will present posters

May 24, 2024 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 23, 2024 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commission

April 26, 2024 EX-99.1

Vistagen Announces Positive Results from Phase 2A Pilot Study of PH15 for Improvement of Psychomotor Impairment Caused by Mental Fatigue PH15 nasal spray demonstrates statistically significant efficacy versus placebo and caffeine in a placebo-control

Exhibit 99.1 Vistagen Announces Positive Results from Phase 2A Pilot Study of PH15 for Improvement of Psychomotor Impairment Caused by Mental Fatigue PH15 nasal spray demonstrates statistically significant efficacy versus placebo and caffeine in a placebo-controlled Phase 2A pilot study in sleep-deprived participants PH15 was safe and well-tolerated with an adverse event profile similar to placebo

April 26, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 25, 2024 Vistagen Therapeut

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 25, 2024 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commissio

April 16, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the SEC Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐

April 5, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the SEC Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐

April 1, 2024 EX-99.1

Vistagen Initiates PALISADE-3 Phase 3 Study of Fasedienol for the Acute Treatment of Social Anxiety Disorder following Positive Results of PALISADE-2 Key study underway in registration-directed PALISADE Phase 3 program for fasedienol in social anxiet

Exhibit 99.1 Vistagen Initiates PALISADE-3 Phase 3 Study of Fasedienol for the Acute Treatment of Social Anxiety Disorder following Positive Results of PALISADE-2 Key study underway in registration-directed PALISADE Phase 3 program for fasedienol in social anxiety disorder Social anxiety disorder affects over 25 million Americans SOUTH SAN FRANCISCO, Calif., April 1, 2024 – Vistagen (Nasdaq: VTGN)

April 1, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 1, 2024 Vistagen Therapeuti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 1, 2024 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commission

February 27, 2024 CORRESP

February 27, 2024

February 27, 2024 Via EDGAR Division of Corporation Finance Office of Life Sciences U.

February 14, 2024 SC 13G/A

US92840H4002 / Vistagen Therapeutics, Inc. / CITADEL ADVISORS LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* Vistagen Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (the “Shares”) (Title of Class of Securities) 92840H4

February 14, 2024 SC 13G

US92840H4002 / Vistagen Therapeutics, Inc. / Nantahala Capital Management, LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* VistaGen Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 92840H400 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate

February 14, 2024 SC 13G/A

US92840H4002 / Vistagen Therapeutics, Inc. / GREAT POINT PARTNERS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

February 14, 2024 SC 13G/A

US92840H4002 / Vistagen Therapeutics, Inc. / Point72 Asset Management, L.P. - VISTAGEN THERAPEUTICS, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Vistagen Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 92840H400 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

February 13, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 13, 2024 Vistagen Therap

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 13, 2024 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commis

February 13, 2024 SC 13G

US92840H4002 / Vistagen Therapeutics, Inc. / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Vistagen Therapeutics Inc Title of Class of Securities: Common Stock CUSIP Number: 92840H400 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b)

February 13, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

February 13, 2024 S-3

As filed with the Securities and Exchange Commission on February 13, 2024

As filed with the Securities and Exchange Commission on February 13, 2024 Registration No.

February 13, 2024 EX-FILING FEES

Filing Fees Exhibit

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Vistagen Therapeutics, Inc.

February 13, 2024 EX-4.2

Form of indenture

Exhibit 4.2 VISTAGEN THERAPEUTICS, INC. INDENTURE Dated as of , 20 [TRUSTEE] Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions. 1 Section 1.2. Other Definitions. 4 Section 1.3. Incorporation by Reference of Trust Indenture Act. 4 Section 1.4. Rules of Construction. 5 ARTICLE II. THE SECURITIES 5 Section 2.1. Issuable in Series. 5 Sectio

February 13, 2024 EX-99.1

Vistagen Reports Fiscal 2024 Third Quarter Financial Results and Provides Corporate Update

Exhibit 99.1 Vistagen Reports Fiscal 2024 Third Quarter Financial Results and Provides Corporate Update Fasedienol PALISADE Phase 3 program for the acute treatment of social anxiety disorder remains on track PALISADE-3 trial initiation anticipated in 1H 2024; PALISADE-4 trial initiation anticipated in 2H 2024 SOUTH SAN FRANCISCO, Calif.-(BUSINESS WIRE)—February 13, 2024- Vistagen (Nasdaq: VTGN), a

January 9, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 8, 2024 Vistagen Therapeu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 8, 2024 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commissi

January 9, 2024 EX-99.1

Vistagen Therapeutics, Inc. Corporate Presentation, dated January 2024.

Exhibit 99.1

January 3, 2024 EX-99.1

Vistagen Receives Notice from European Patent Office of Intention to Grant Patent for AV-101 to Treat Neuropathic Pain Preclinical data in four well-established preclinical models of pain associated with tissue inflammation and nerve injury demonstra

Exhibit 99.1 Vistagen Receives Notice from European Patent Office of Intention to Grant Patent for AV-101 to Treat Neuropathic Pain Preclinical data in four well-established preclinical models of pain associated with tissue inflammation and nerve injury demonstrate AV-101’s robust effects similar to gabapentin but with a better side effect profile Phase 1 data demonstrate AV-101 is well-tolerated,

January 3, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 27, 2023 Vistagen Therap

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 27, 2023 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commis

November 9, 2023 EX-10.2

AMENDMENT NO. 4 CONSULTING SERVICES AGREEMENT

Exhibit 10.2 AMENDMENT NO. 4 TO CONSULTING SERVICES AGREEMENT This Amendment (“Amendment No. 4”) is made between Vistagen Therapeutics, Inc., a Nevada corporation having an address at 343 Allerton Avenue, South San Francisco, California 94080 (“Vistagen”), and FitzPatrick & Co. LLC, a Delaware limited liability company, having an address at 2023 Allen Place, NW, Washington DC 20009 (“Consultant”),

November 9, 2023 EX-99.1

Vistagen Provides Corporate Update and Reports Fiscal 2024 Second Quarter Financial Results

Exhibit 99.1 Vistagen Provides Corporate Update and Reports Fiscal 2024 Second Quarter Financial Results ● Fasedienol (PH94B) PALISADE Phase 3 Program for acute treatment of social anxiety disorder (SAD) advancing to build on recent positive PALISADE-2 Phase 3 results ● Preparations to initiate potential fasedienol NDA-enabling Phase 3 studies in 2024 underway ● Itruvone (PH10) staged for potentia

November 9, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2023 Vistagen Therape

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2023 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commiss

November 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

November 7, 2023 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 2, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 2, 2023 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of inc

November 6, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 2, 2023 Vistagen Therape

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 2, 2023 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commiss

October 26, 2023 EX-99.1

VISTAGEN THERAPEUTICS, INC. INDEMNIFICATION AGREEMENT

Exhibit 99.1 VISTAGEN THERAPEUTICS, INC. INDEMNIFICATION AGREEMENT THIS AGREEMENT is entered into, effective as of October 24, 2023 between Vistagen Therapeutics, Inc., a Nevada corporation (the "Company"), and Joshua Prince (“Indemnitee”). WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available; WHEREAS, Indemnitee is an officer o

October 26, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 24, 2023 Vistagen Therape

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 24, 2023 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commiss

October 16, 2023 SC 13G

US92840H4002 / Vistagen Therapeutics, Inc. / TCG Crossover GP II, LLC - SC 13G Passive Investment

SC 13G 1 d733041dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Vistagen Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 92840H400 (CUSIP Number) October 4, 2023 (Date of Event Which Requires Filing of This Statement) Check the appropr

October 16, 2023 EX-99.1

Joint Filing Agreement

EX-99.1 2 ex991to13g07422vtgn10162023.htm JOINT FILING AGREEMENT Exhibit 99.1 Joint Filing Agreement The undersigned hereby agree that the Statement on Schedule 13G dated October 16, 2023 with respect to the Common Stock, $0.001 par value per share, of Vistagen Therapeutics, Inc., a Nevada corporation, and any further amendments thereto executed by each and any of the undersigned shall be filed on

October 16, 2023 SC 13G

US92840H4002 / Vistagen Therapeutics, Inc. / BIOTECHNOLOGY VALUE FUND L P - SCHEDULE 13G Passive Investment

SC 13G 1 sc13g07422vtgn10162023.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 Vistagen Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Tit

October 16, 2023 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 tm2328533d1ex99-1.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Shares of Vistagen Therapeutics, Inc., a Nevada corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange

October 16, 2023 EX-99.1

Joint Filing Agreement

EX-99.1 2 d733041dex991.htm EX-99.1 Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and any amendments thereto executed by the undersigned shall be filed on behalf of each of the undersigned without the necessity of filing any additional joint filing agreement. The undersigned acknowledge that

October 16, 2023 SC 13G

US92840H4002 / Vistagen Therapeutics, Inc. / CITADEL ADVISORS LLC - SC 13G Passive Investment

SC 13G 1 tm2328533d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. )* Vistagen Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (the “Shares”) (T

October 12, 2023 SC 13G

US92840H4002 / Vistagen Therapeutics, Inc. / GREAT POINT PARTNERS LLC Passive Investment

SC 13G 1 greatpoint-vtgn100223.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Vistagen Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 92840H400 (CUSIP Number) October 2, 2023 (Date of Event Which Requires Filing of this Statement) Check t

October 6, 2023 SC 13G/A

US92840H4002 / Vistagen Therapeutics, Inc. / COMMODORE CAPITAL LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

October 5, 2023 EX-99.1

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

EX-99.1 2 p23-2550exhibit99.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing a

October 5, 2023 SC 13G

US92840H4002 / Vistagen Therapeutics, Inc. / Point72 Asset Management, L.P. - VISTAGEN THERAPEUTICS, INC. Passive Investment

SC 13G 1 p23-2550sc13g.htm VISTAGEN THERAPEUTICS, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Vistagen Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 92840H400 (CUSIP Number) October 4, 2023 (Date of Event Which Requires Filing of this Statement)

October 4, 2023 EX-4.2

Form of T1 Warrant

Exhibit 4.2 VISTAGEN THERAPEUTICS, INC. FORM OF WARRANT TO PURCHASE COMMON STOCK OR PREFUNDED WARRANTS Warrant No. [ ● ] Number of Shares: [ ● ] (subject to adjustment) Original Issue Date: October 4, 2023 Vistagen Therapeutics, Inc., a Nevada corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ● ]

October 4, 2023 EX-99.2

Vistagen Announces Pricing of $100 Million Underwritten Offering

Exhibit 99.2 Vistagen Announces Pricing of $100 Million Underwritten Offering October 2, 2023 SOUTH SAN FRANCISCO, Calif.-(BUSINESS WIRE)-Oct. 2, 2023- Vistagen Therapeutics, Inc. (“Vistagen”) (Nasdaq: VTGN), a late clinical-stage biopharmaceutical company aiming to transform the treatment landscape for individuals living with anxiety, depression, and other central nervous system (“CNS”) disorders

October 4, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 2, 2023 Vistagen Therapeu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 2, 2023 Vistagen Therapeutics, Inc. (Exact name of Registrant as Specified in its Charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commissi

October 4, 2023 EX-99.1

Investor Presentation

Exhibit 99.1

October 4, 2023 EX-4.1

Form of Pre-Funded Warrant

Exhibit 4.1 VISTAGEN THERAPEUTICS, INC. FORM OF PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK Warrant No. [ ● ] Number of Shares: [ ● ] (subject to adjustment) Original Issue Date: October 4, 2023 Vistagen Therapeutics, Inc., a Nevada corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ● ] or its per

October 4, 2023 EX-1.1

Underwriting Agreement, dated as of October 2, 2023, by and among the Company, Jefferies LLC, Stifel, Nicolaus & Company, Incorporated and William Blair & Company, L.L.C.

Exhibit 1.1 15,010,810 Shares of Common Stock Pre-Funded Warrants to Purchase 3,577,240 Shares of Common Stock Tranche 1 Warrants to Purchase 9,294,022 Shares of Common Stock (or Pre-Funded Warrants in Lieu Thereof) and Tranche 2 Warrants to Purchase 11,265,086 Shares of Common Stock (or Pre-Funded Warrants in Lieu Thereof) Vistagen Therapeutics, Inc. UNDERWRITING AGREEMENT October 2, 2023 JEFFERI

October 4, 2023 EX-4.3

Form of T2 Warrant

Exhibit 4.3 VISTAGEN THERAPEUTICS, INC. FORM OF WARRANT TO PURCHASE COMMON STOCK OR PREFUNDED WARRANTS Warrant No. [ ● ] Number of Shares: [ ● ] (subject to adjustment) Original Issue Date: October 4, 2023 Vistagen Therapeutics, Inc., a Nevada corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ● ]

October 3, 2023 424B5

15,010,810 Shares of Common Stock Pre-Funded Warrants to Purchase up to 3,577,240 Shares of Common Stock Tranche 1 Warrants to Purchase up to 9,294,022 Shares of Common Stock Tranche 2 Warrants to Purchase up to 11,265,086 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-254299 PROSPECTUS SUPPLEMENT (To Prospectus Dated March 26, 2021) 15,010,810 Shares of Common Stock Pre-Funded Warrants to Purchase up to 3,577,240 Shares of Common Stock Tranche 1 Warrants to Purchase up to 9,294,022 Shares of Common Stock Tranche 2 Warrants to Purchase up to 11,265,086 Shares of Common Stock We are offering 15,010,810 shares

October 2, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 2, 2023 Vistagen Therapeu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 2, 2023 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commissi

September 29, 2023 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 25, 2023 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commi

September 13, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 12, 2023 Vistagen Thera

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 12, 2023 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commi

September 13, 2023 EX-99.1

Vistagen Announces Positive Results from Exploratory Phase 2A Study of PH80 for Acute Management of the Symptoms of Premenstrual Dysphoric Disorder PH80 nasal spray demonstrated statistically and clinically significant improvement versus placebo in a

Exhibit 99.1 Vistagen Announces Positive Results from Exploratory Phase 2A Study of PH80 for Acute Management of the Symptoms of Premenstrual Dysphoric Disorder PH80 nasal spray demonstrated statistically and clinically significant improvement versus placebo in an exploratory double-blind, placebo-controlled Phase 2A study (n=52) in subjects with a history of premenstrual dysphoric disorder (PMDD)

September 8, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 1, 2023 Vistagen Therap

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 1, 2023 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commis

September 8, 2023 EX-99.1

Vistagen and Fuji Enter Exclusive Negotiation Agreement for a Potential License to Develop and Commercialize Vistagen’s Investigational Menopausal Hot Flash Therapy, PH80 Nasal Spray, in Japan Vistagen to receive $1.5 million and Fuji to obtain time-

Exhibit 99.1 Vistagen and Fuji Enter Exclusive Negotiation Agreement for a Potential License to Develop and Commercialize Vistagen’s Investigational Menopausal Hot Flash Therapy, PH80 Nasal Spray, in Japan Vistagen to receive $1.5 million and Fuji to obtain time-limited exclusive negotiation period for the Japanese market Recently reported exploratory Phase 2A study in women diagnosed with menopau

September 8, 2023 EX-10.1

Exclusive Negotiation Agreement by and between Fuji Pharma Co., Ltd. and Vistagen Therapeutics, Inc., dated September 1, 2023.

Exhibit 10.1 EXCLUSIVE NEGOTIATION AGREEMENT This Exclusive Negotiation Agreement (“Agreement”) is made and entered into on September 1, 2023 (the “Effective Date”) by and between Vistagen Therapeutics, Inc., a Nevada corporation, having an address at 343 Allerton Avenue, South San Francisco, California 94080, USA (“Vistagen”), and Fuji Pharma Co., Ltd., a company organized and existing under the

September 8, 2023 EX-99.2

Vistagen Therapeutics, Inc. Corporate Presentation, dated September 2023.

Exhibit 99.2

August 22, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 21, 2023 Vistagen Therapeu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 21, 2023 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commissi

August 22, 2023 EX-99.1

Vistagen Appoints Cindy Anderson as Chief Financial Officer Anderson succeeds Jerrold Dotson who is retiring after a distinguished decade-long career with Vistagen

Exhibit 99.1 Vistagen Appoints Cindy Anderson as Chief Financial Officer Anderson succeeds Jerrold Dotson who is retiring after a distinguished decade-long career with Vistagen SOUTH SAN FRANCISCO, Calif. – August 22, 2023 – Vistagen (NASDAQ: VTGN) a late clinical-stage biopharmaceutical company aiming to transform the treatment landscape for individuals living with anxiety, depression and other c

August 10, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

August 10, 2023 EX-99.1

Subsequent to the Release of Positive Phase 3 Trial Results, Vistagen Provides Corporate Update and Reports Fiscal 2024 First Quarter Financial Results Positive top-line results from Phase 3 PALISADE-2 trial of rapid-onset fasedienol (PH94B) nasal sp

Exhibit 99.1 Subsequent to the Release of Positive Phase 3 Trial Results, Vistagen Provides Corporate Update and Reports Fiscal 2024 First Quarter Financial Results Positive top-line results from Phase 3 PALISADE-2 trial of rapid-onset fasedienol (PH94B) nasal spray in social anxiety disorder (SAD) Itruvone (PH10) nasal spray now staged for Phase 2B clinical development as a stand-alone, non-syste

August 10, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 10, 2023 Vistagen Therapeu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 10, 2023 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commissi

August 9, 2023 SC 13G

VTGN / VistaGen Therapeutics Inc / COMMODORE CAPITAL LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

August 9, 2023 EX-1

1. Joint Filing Agreement dated as of August 9, 2023, by and between Commodore Capital LP and Commodore Capital Master LP (incorporated by reference to Exhibit 1 to the Schedule 13G filed with the Securities and Exchange Commission on August 9, 2023).

Exhibit 1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.

August 8, 2023 424B5

Up to $58,800,000 Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-254299 PROSPECTUS SUPPLEMENT (To Prospectus Supplement dated May 14, 2021, as supplemented on June 30, 2023, and Prospectus Dated March 26, 2021) Up to $58,800,000 Common Stock This prospectus supplement amends and supplements the information in the prospectus, dated May 14, 2021, filed with the Securities and Exchange Commission as a part of o

August 7, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 7, 2023 Vistagen Therapeut

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 7, 2023 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commissio

August 7, 2023 EX-99.1

Vistagen Announces Positive Top-Line Results from Phase 3 PALISADE-2 Trial of Fasedienol (PH94B) Nasal Spray in Social Anxiety Disorder First positive U.S. Phase 3 study of an investigational therapy for social anxiety disorder in over 15 years Stati

Exhibit 99.1 Vistagen Announces Positive Top-Line Results from Phase 3 PALISADE-2 Trial of Fasedienol (PH94B) Nasal Spray in Social Anxiety Disorder First positive U.S. Phase 3 study of an investigational therapy for social anxiety disorder in over 15 years Statistically significant rapid-onset reduction in patient-reported Subjective Units of Distress Scale (SUDS) score compared to placebo in a p

July 28, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the SEC Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐

July 28, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the SEC Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒

July 18, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 17, 2023 Vistagen Therapeuti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 17, 2023 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commission

July 18, 2023 EX-99.1

Vistagen Reports New Preclinical Data Supporting Itruvone (PH10) Nasal Spray’s Potential Antidepressant Activity via Peripheral Nasal Neurons without Entry into the Brain Preclinical study of radiolabeled intranasal itruvone in laboratory rats furthe

Exhibit 99.1 Vistagen Reports New Preclinical Data Supporting Itruvone (PH10) Nasal Spray’s Potential Antidepressant Activity via Peripheral Nasal Neurons without Entry into the Brain Preclinical study of radiolabeled intranasal itruvone in laboratory rats further validates itruvone’s potential to treat major depressive disorder (MDD) without systemic absorption SOUTH SAN FRANCISCO, Calif. – July

July 13, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 13, 2023 Vistagen Therapeuti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 13, 2023 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commission

July 13, 2023 EX-99.1

Vistagen Receives Notice of Allowance for AV-101 Canadian Patent for Treatment of Dyskinesia Related to Levodopa Therapy for Parkinson’s Disease Oral levodopa is the gold standard treatment for motor symptoms in individuals diagnosed with Parkinson’s

Exhibit 99.1 Vistagen Receives Notice of Allowance for AV-101 Canadian Patent for Treatment of Dyskinesia Related to Levodopa Therapy for Parkinson’s Disease Oral levodopa is the gold standard treatment for motor symptoms in individuals diagnosed with Parkinson’s disease, despite the risk of dyskinesia (sudden uncontrolled movements) related to long-term use of levodopa Published preclinical data

July 7, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 7, 2023 Vistagen Therapeutic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 7, 2023 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commission

June 30, 2023 424B5

Up to $10,500,000 Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-254299 PROSPECTUS SUPPLEMENT (To Prospectus Supplement dated May 14, 2021 and Prospectus Dated March 26, 2021) Up to $10,500,000 Common Stock This prospectus supplement amends and supplements the information in our prospectus supplement dated May 14, 2021 (the “Initial Prospectus Supplement”). This prospectus supplement should be read in conjun

June 28, 2023 EX-99.1

Vistagen Provides Corporate Update and Reports Fiscal Year 2023 Financial Results Positive results in Phase 3 open label study of fasedienol (PH94B) in social anxiety disorder (SAD) Positive U.S. Food and Drug Administration (FDA) feedback on the use

Exhibit 99.1 Vistagen Provides Corporate Update and Reports Fiscal Year 2023 Financial Results Positive results in Phase 3 open label study of fasedienol (PH94B) in social anxiety disorder (SAD) Positive U.S. Food and Drug Administration (FDA) feedback on the use of the Liebowitz Social Anxiety Scale (LSAS) as the primary efficacy endpoint in future Phase 3 studies of fasedienol in SAD Successful

June 28, 2023 EX-10.162

AMENDMENT NO. 1 MASTER SERVICES AGREEMENT (For All CRO Services)

Exhibit 10.162 AMENDMENT NO. 1 TO MASTER SERVICES AGREEMENT (For All CRO Services) This Amendment (“Amendment No. 1”) is made between VistaGen Therapeutics, Inc., a Nevada corporation having an address at 343 Allerton Avenue, South San Francisco, California 94080 (“VistaGen”) and Allucent (formerly known as Cato Research Ltd.) a North Carolina corporation having an address at 2000 Centregreen Way,

June 28, 2023 EX-10.159

AMENDMENT NO. 3 CONSULTING SERVICES AGREEMENT

Exhibit 10.159 AMENDMENT NO. 3 TO CONSULTING SERVICES AGREEMENT This Amendment (“Amendment No. 3”) is made between Vistagen Therapeutics, Inc., a Nevada corporation having an address at 343 Allerton Avenue, South San Francisco, California 94080 (“Vistagen”), and FitzPatrick & Co. LLC, a Delaware limited liability company, having an address at 2023 Allen Place, NW, Washington DC 20009 (“Consultant”

June 28, 2023 EX-21.1

List of Subsidiaries

Exhibit 21.1 List of Subsidiaries Vistastem, Inc., a California corporation Pherin Pharmaceuticals, Inc., a Delaware corporation

June 28, 2023 EX-10.161

CONSULTING AGREEMENT

Exhibit 10.161 CONSULTING AGREEMENT This Consulting Agreement (“Agreement”) is made and entered into as of November 17, 2022, by and between Vistagen Therapeutics, Inc., a Nevada corporation with principal offices located at 343 Allerton Avenue, South San Francisco, CA 94080 (“Vistagen”), and Mark A. Smith, M.D., Ph.D. (“Consultant”). In this Agreement, Vistagen and Consultant are sometimes referr

June 28, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended: March 31, 2023 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number: 001-37761 Vistagen Therapeutics, Inc. (Exact name of registrant as spec

June 28, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 28, 2023 Vistagen Therapeuti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 28, 2023 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commission

June 23, 2023 EX-99.1

Vistagen Regains Full Compliance with Nasdaq Listing Requirements

Exhibit 99.1 Vistagen Regains Full Compliance with Nasdaq Listing Requirements SOUTH SAN FRANCISCO, Calif. – June 23, 2023 – Vistagen (NASDAQ: VTGN), a late clinical-stage biopharmaceutical company aiming to transform the treatment landscape for individuals living with anxiety, depression and other central nervous system (CNS) disorders, today announced that, on June 22, 2023, Vistagen received a

June 23, 2023 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 22, 2023 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commission

June 21, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 21, 2023 Vistagen Therapeuti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 21, 2023 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commission

June 21, 2023 EX-99.1

Vistagen Announces Results of Successful U.S. Phase 1 Study of Itruvone (PH10), Enabling U.S. Phase 2B Development for Treatment of Major Depressive Disorder The U.S. Phase 1 data build on successful Phase 1 and Phase 2A clinical studies of itruvone

Exhibit 99.1 Vistagen Announces Results of Successful U.S. Phase 1 Study of Itruvone (PH10), Enabling U.S. Phase 2B Development for Treatment of Major Depressive Disorder The U.S. Phase 1 data build on successful Phase 1 and Phase 2A clinical studies of itruvone previously conducted outside the U.S. Itruvone was well-tolerated and demonstrated a favorable safety and tolerability profile across sin

June 13, 2023 EX-99.1

Vistagen Announces European Patent Office Intention to Grant New PH80 Nasal Spray Patent for the Treatment of Migraine

Exhibit 99.1 Vistagen Announces European Patent Office Intention to Grant New PH80 Nasal Spray Patent for the Treatment of Migraine SOUTH SAN FRANCISCO, Calif., June 13, 2023 – Vistagen (Nasdaq: VTGN), a late clinical-stage biopharmaceutical company aiming to transform the treatment landscape for individuals living with anxiety, depression, and other central nervous system (CNS) disorders, today a

June 13, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 13, 2023 Vistagen Therapeuti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 13, 2023 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commission

June 7, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 7, 2023 Vistagen Therapeutic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 7, 2023 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commission

June 7, 2023 EX-99.1

Vistagen Announces Positive Results from Exploratory Phase 2A Study of PH80 in Women Diagnosed with Menopausal Hot Flashes PH80 nasal spray demonstrates statistically significant efficacy versus placebo in exploratory double-blind, placebo-controlled

Exhibit 99.1 Vistagen Announces Positive Results from Exploratory Phase 2A Study of PH80 in Women Diagnosed with Menopausal Hot Flashes PH80 nasal spray demonstrates statistically significant efficacy versus placebo in exploratory double-blind, placebo-controlled Phase 2A study (n=36) in women diagnosed with menopausal hot flashes PH80 was safe and well-tolerated with an adverse event profile simi

June 6, 2023 EX-99.1

Vistagen Announces Stockholder-Approved Reverse Stock Split

Exhibit 99.1 Vistagen Announces Stockholder-Approved Reverse Stock Split SOUTH SAN FRANCISCO, Calif. – June 6, 2023 – Vistagen (NASDAQ: VTGN) a late clinical-stage biopharmaceutical company aiming to transform the treatment landscape for individuals living with anxiety, depression and other central nervous system (CNS) disorders, today announced that it will implement a stockholder-approved revers

June 6, 2023 EX-3.1

Certificate of Amendment to the Restated and Amended Articles of Incorporation, as amended, of Vistagen Therapeutics, Inc., dated June 6, 2023

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE RESTATED AND AMENDED ARTICLES OF INCORPORATION OF VISTAGEN THERAPEUTICS, INC. Vistagen Therapeutics, Inc., a Nevada corporation (the "Corporation"), does hereby certify that: FIRST: This Certificate of Amendment amends the provisions of the Corporation's Restated and Amended Articles of Incorporation, as amended (the "Articles of Incorporation"). SECOND:

June 6, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 6, 2023 Vistagen Therapeutic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 6, 2023 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commission

June 1, 2023 EX-99.1

Vistagen Presents Fasedienol (PH94B) Safety and Exploratory Efficacy Data from Phase 3 Open-Label Social Anxiety Disorder Study at American Society for Clinical Psychopharmacology Annual Meeting Favorable long-term, open-label treatment data from nea

Exhibit 99.1 Vistagen Presents Fasedienol (PH94B) Safety and Exploratory Efficacy Data from Phase 3 Open-Label Social Anxiety Disorder Study at American Society for Clinical Psychopharmacology Annual Meeting Favorable long-term, open-label treatment data from nearly 500 patients in real-world setting suggest that patient-tailored, as-needed administrations of fasedienol over time were safe and wel

June 1, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 1, 2023 Vistagen Therapeutic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 1, 2023 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commission

April 27, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 27, 2023 Vistagen Therapeut

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 27, 2023 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commissio

April 27, 2023 EX-99.1

Vistagen Therapeutics, Inc. Corporate Presentation, dated April 2023

Exhibit 99.1

April 19, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 19, 2023 Vistagen Therapeut

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 19, 2023 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commissio

April 19, 2023 EX-99.1

Vistagen Presents New Fasedienol (PH94B) Research at 2023 Anxiety and Depression Association of America Conference Results from new study further support that fasedienol acts locally in the nasal passages and does not require systemic uptake or direc

Exhibit 99.1 Vistagen Presents New Fasedienol (PH94B) Research at 2023 Anxiety and Depression Association of America Conference Results from new study further support that fasedienol acts locally in the nasal passages and does not require systemic uptake or direct activity on neurons in the brain to achieve fast-acting anti-anxiety effects SOUTH SAN FRANCISCO, Calif., April 19, 2023 – Vistagen (Na

April 6, 2023 EX-99.1

Vistagen Receives New European Patent for AV-101

Exhibit 99.1 Vistagen Receives New European Patent for AV-101 SOUTH SAN FRANCISCO, Calif. – April 6, 2023 – Vistagen (NASDAQ: VTGN) a late clinical-stage biopharmaceutical company aiming to transform the treatment landscape for individuals living with anxiety, depression and other central nervous system (CNS) disorders, today announced that the European Patent Office (EPO) has granted the Company

April 6, 2023 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 6, 2023 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commission

March 30, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 30, 2023 Vistagen Therapeut

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 30, 2023 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commissio

March 30, 2023 EX-99.1

FDA Provides Positive Feedback to Vistagen Regarding Use of the Liebowitz Social Anxiety Scale (LSAS) as an Endpoint in Phase 3 Development of Fasedienol (PH94B) for Treatment of Social Anxiety Disorder Vistagen plans to use the LSAS as the primary e

Exhibit 99.1 FDA Provides Positive Feedback to Vistagen Regarding Use of the Liebowitz Social Anxiety Scale (LSAS) as an Endpoint in Phase 3 Development of Fasedienol (PH94B) for Treatment of Social Anxiety Disorder Vistagen plans to use the LSAS as the primary efficacy endpoint for a Phase 3 clinical study designed to evaluate fasedienol as a treatment for the overall control of symptoms of socia

March 23, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 22, 2023 Vistagen Therapeut

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 22, 2023 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commissio

March 23, 2023 EX-99.1

Vistagen Announces Positive Data in Fasedienol (PH94B) Phase 3 Open-Label Study in Adults with Social Anxiety Disorder Long-term intranasal administration of fasedienol, used as-needed up to four times a day in daily life, was safe and well-tolerated

Exhibit 99.1 Vistagen Announces Positive Data in Fasedienol (PH94B) Phase 3 Open-Label Study in Adults with Social Anxiety Disorder Long-term intranasal administration of fasedienol, used as-needed up to four times a day in daily life, was safe and well-tolerated in nearly 500 patients with social anxiety disorder (SAD) Patients self-administered over 30,000 doses of fasedienol in real-world setti

March 17, 2023 CORRESP

March 17, 2023

March 17, 2023 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.

March 17, 2023 S-3/A

As filed with the Securities and Exchange Commission on March 17, 2023

As filed with the Securities and Exchange Commission on March 17, 2023 Registration No.

March 8, 2023 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 8, 2023 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commission

March 8, 2023 EX-99.1

Vistagen Announces Completion of Last Patient, Last Visit in Phase 1 Clinical Trial of Itruvone (PH10), an Investigational Pherine Nasal Spray for Major Depressive Disorder U.S. Phase 1 study with newly optimized formulation intended to facilitate Ph

Exhibit 99.1 Vistagen Announces Completion of Last Patient, Last Visit in Phase 1 Clinical Trial of Itruvone (PH10), an Investigational Pherine Nasal Spray for Major Depressive Disorder U.S. Phase 1 study with newly optimized formulation intended to facilitate Phase 2B development of itruvone as a stand-alone treatment of major depressive disorder Top line results anticipated in Q2 2023 SOUTH SAN

March 7, 2023 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 7, 2023 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commission

March 2, 2023 S-3

As filed with the Securities and Exchange Commission on March 2, 2023

As filed with the Securities and Exchange Commission on March 2, 2023 Registration No.

March 2, 2023 EX-FILING FEES

Calculation of Filing Fee Tables Form S-3 (Form Type) Vistagen Therapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

EX-FILING FEES 4 ex482030.htm EXHIBIT FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Vistagen Therapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum

March 2, 2023 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 1, 2023 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commission

March 2, 2023 EX-99.1

Vistagen Announces Issuance of U.S. Patent for PH80 Nasal Spray for Treatment of Migraine PH80 patent portfolio now includes U.S. patents for treatment of both hot flashes and migraine

Exhibit 99.1 Vistagen Announces Issuance of U.S. Patent for PH80 Nasal Spray for Treatment of Migraine PH80 patent portfolio now includes U.S. patents for treatment of both hot flashes and migraine SOUTH SAN FRANCISCO, Calif.-(BUSINESS WIRE)-Mar. 1, 2023- Vistagen (Nasdaq: VTGN), a late clinical-stage biopharmaceutical company aiming to transform the treatment landscape for individuals living with

February 14, 2023 SC 13G/A

VTGN / Vistagen Therapeutics Inc / ORBIMED ADVISORS LLC - AMENDMENT NO. 2 Passive Investment

SC 13G/A 1 ss1758636sc13ga.htm AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Amendment No. 2)* Under the Securities Exchange Act of 1934 VistaGen Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 Par Value Per Share (Title of Class of Securities) 92840H202 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Sta

February 14, 2023 EX-99

JOINT FILING AGREEMENT

EX-99 2 ss1758636ex99a.htm JOINT FILING AGREEMENT EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13G dated December 31, 2022 (the “Schedule 13G”), with respect to the Common Stock, par value $0.001 per share, of VistaGen Therapeutics, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the

February 14, 2023 SC 13G/A

VTGN / Vistagen Therapeutics Inc / ACUTA CAPITAL PARTNERS, LLC Passive Investment

UNITED STATES 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) 92840H202 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

February 14, 2023 SC 13G/A

VTGN / Vistagen Therapeutics Inc / COMMODORE CAPITAL LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

February 7, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

February 7, 2023 EX-99.1

Vistagen Provides Corporate Update and Reports Fiscal 2023 Third Quarter Financial Results Pherin acquisition completed; all future royalty payment obligations related to PH94B and PH10 eliminated, three new drug candidates added to Vistagen’s pipeli

EX-99.1 2 ex472641.htm EXHIBIT 99.1 Exhibit 99.1 Vistagen Provides Corporate Update and Reports Fiscal 2023 Third Quarter Financial Results Pherin acquisition completed; all future royalty payment obligations related to PH94B and PH10 eliminated, three new drug candidates added to Vistagen’s pipeline PH94B Phase 3 program for social anxiety disorder advancing towards important next steps PH10 Phas

February 7, 2023 EX-10.1

AMENDMENT NO. 2 CONSULTING SERVICES AGREEMENT

Exhibit 10.1 AMENDMENT NO. 2 TO CONSULTING SERVICES AGREEMENT This Amendment (“Amendment No. 2”) is made between Vistagen Therapeutics, Inc., a Nevada corporation having an address at 343 Allerton Avenue, South San Francisco, California 94080 (“Vistagen”), and FitzPatrick & Co. LLC, a Delaware limited liability company, having an address at 2023 Allen Place, NW, Washington DC 20009 (“Consultant”),

February 7, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 7, 2023 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commiss

February 2, 2023 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 2, 2023 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commiss

February 2, 2023 EX-99.1

Vistagen Announces Closing of Pherin Pharmaceuticals Acquisition

Exhibit 99.1 Vistagen Announces Closing of Pherin Pharmaceuticals Acquisition Acquisition eliminates all future royalty payment obligations for PH94B and PH10 and expands Vistagen's pipeline SOUTH SAN FRANCISCO, Calif.-(BUSINESS WIRE)—February 2, 2023- Vistagen (Nasdaq: VTGN), a late clinical-stage biopharmaceutical company aiming to transform the treatment landscape for individuals living with an

February 1, 2023 SC 13G/A

VTGN / Vistagen Therapeutics Inc / FRANKLIN RESOURCES INC Passive Investment

vist22a11.htm - Generated by SEC Publisher for SEC Filing CUSIP NO. 92840H202 13G Page 1 of 12 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1)* VISTAGEN THERAPEUTICS, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 92840H202 (CUSIP Number) December 31, 2022

January 25, 2023 EX-99.1

Vistagen Announces First Participants Dosed in Phase 1 Clinical Trial of PH10, an Investigational Pherine Nasal Spray for Major Depressive Disorder Small U.S. Phase 1 trial with newly optimized formulation to confirm favorable safety profile from thr

Exhibit 99.1 Vistagen Announces First Participants Dosed in Phase 1 Clinical Trial of PH10, an Investigational Pherine Nasal Spray for Major Depressive Disorder Small U.S. Phase 1 trial with newly optimized formulation to confirm favorable safety profile from three previous clinical trials and facilitate Phase 2B development of PH10 as a stand-alone treatment for major depressive disorder SOUTH SA

January 25, 2023 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 24, 2023 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commiss

January 12, 2023 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 10, 2023 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commiss

January 12, 2023 EX-99.1

Vistagen Announces Completion of Last Patient, Last Visit in Phase 2 Clinical Trial of PH94B for the Treatment of Adjustment Disorder with Anxiety Topline results of the exploratory Phase 2 clinical study anticipated in Q1 2023

EX-99.1 2 ex463282.htm EXHIBIT 99.1 Exhibit 99.1 Vistagen Announces Completion of Last Patient, Last Visit in Phase 2 Clinical Trial of PH94B for the Treatment of Adjustment Disorder with Anxiety Topline results of the exploratory Phase 2 clinical study anticipated in Q1 2023 SOUTH SAN FRANCISCO, Calif., January 10, 2023 – Vistagen (Nasdaq: VTGN), a late clinical-stage biopharmaceutical company ai

December 21, 2022 EX-99.1

Vistagen to Acquire Pherin Pharmaceuticals Vistagen’s acquisition of Pherin will eliminate all future royalty and milestone payment obligations related to PH94B and PH10 and add three new pherine drug candidates to Vistagen’s pipeline

Exhibit 99.1 Vistagen to Acquire Pherin Pharmaceuticals Vistagen?s acquisition of Pherin will eliminate all future royalty and milestone payment obligations related to PH94B and PH10 and add three new pherine drug candidates to Vistagen?s pipeline SOUTH SAN FRANCISCO, Calif., December 21, 2022 ? Vistagen (Nasdaq: VTGN), a late clinical-stage biopharmaceutical company aiming to transform the treatm

December 21, 2022 EX-2.1

Agreement and Plan of Merger, by and among Vistagen Therapeutics, Inc., VTGN Merger Sub, Inc., Pherin Pharmaceuticals, Inc., and Kevin McCarthy, dated December 20, 2022.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among VISTAGEN THERAPEUTICS, INC. and VTGN MERGER SUB, INC. and PHERIN PHARMACEUTICALS, INC. and KEVIN MCCARTHY (AS THE STOCKHOLDER REPRESENTATIVE) dated as of December 20, 2022 EXECUTION COPY AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this ?Agreement?), dated as of December 20, 2022, is entered into among Vistagen Therapeutics, Inc., a

December 21, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 20, 2022 Vistagen Therap

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 20, 2022 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commis

December 6, 2022 EX-99.1

Vistagen Receives FDA Fast Track Designation for Development of PH10 to Treat Major Depressive Disorder The Fast Track designation may expedite development of PH10 for treatment of major depressive disorder in adults

EX-99.1 2 ex453593.htm EXHIBIT 99.1 Exhibit 99.1 Vistagen Receives FDA Fast Track Designation for Development of PH10 to Treat Major Depressive Disorder The Fast Track designation may expedite development of PH10 for treatment of major depressive disorder in adults SOUTH SAN FRANCISCO, Calif. – December 6, 2022 –Vistagen (NASDAQ: VTGN) a late clinical-stage biopharmaceutical company aiming to tran

December 6, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 6, 2022 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commiss

December 1, 2022 EX-99.1

Vistagen Receives FDA “Study May Proceed” Letter Under its Investigational New Drug Application for PH10 to Treat Major Depressive Disorder

Exhibit 99.1 Vistagen Receives FDA “Study May Proceed” Letter Under its Investigational New Drug Application for PH10 to Treat Major Depressive Disorder Vistagen to conduct small U.S. Phase 1 trial with newly optimized formulation of PH10 in Q1 2023 to confirm favorable safety profile from three previous clinical trials and to facilitate Phase 2B development of PH10 for major depressive disorder S

December 1, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 30, 2022 Vistagen Therap

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 30, 2022 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commis

November 23, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 22, 2022 Vistagen Therap

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 22, 2022 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commis

November 23, 2022 EX-99.1

EX-99.1

Exhibit 99.1

November 22, 2022 EX-99.1

Vistagen Announces Publication in Cells Demonstrating AV-101’s Potential for Treating Levodopa-Induced Dyskinesia in Patients with Parkinson's Disease

Exhibit 99.1 Vistagen Announces Publication in Cells Demonstrating AV-101’s Potential for Treating Levodopa-Induced Dyskinesia in Patients with Parkinson's Disease Preclinical data in "gold standard" MPTP non-human primate model of Parkinson's disease show significant reduction of levodopa-induced dyskinesia by AV-101, while maintaining antiparkinsonian activity of levodopa SOUTH SAN FRANCISCO, Ca

November 22, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 16, 2022 Vistagen Therap

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 16, 2022 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commis

November 10, 2022 EX-3.2

EX-3.2

EXHIBIT 3.2

November 10, 2022 EX-10.2

AMENDMENT NO. 1 CONSULTING SERVICES AGREEMENT

Exhibit 10.2 AMENDMENT NO. 1 TO CONSULTING SERVICES AGREEMENT This Amendment (?Amendment No. 1?) is made between VistaGen Therapeutics, Inc., a Nevada corporation having an address at 343 Allerton Avenue, South San Francisco, California 94080 (?VistaGen?) and FitzPatrick & Co. LLC, a Delaware limited liability company (?Consultant?), and is effective as of June 1, 2022. WHEREAS, VistaGen and Consu

November 10, 2022 EX-10.3

CONSULTING AGREEMENT

Exhibit 10.3 CONSULTING AGREEMENT This Consulting Agreement (?Agreement?) is made and entered into as of November 10, 2022, by and between Vistagen Therapeutics, Inc., a Nevada corporation with principal offices located at 343 Allerton Avenue, South San Francisco, California 94080 (?Vistagen?), and i3 Strategy (?Consultant?). In this Agreement, Vistagen and Consultant are sometimes referred to ind

November 10, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 10, 2022 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commis

November 10, 2022 EX-3.5

EX-3.5

EXHIBIT 3.5

November 10, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

November 10, 2022 EX-3.4

EX-3.4

EXHIBIT 3.4

November 10, 2022 EX-99.1

Vistagen Reports Second Quarter Financial Results and Provides Corporate Update PALISADE-2 Phase 3 trial with PH94B in social anxiety disorder restart preparations underway after independent interim analysis recommends study continue as planned Preli

EX-99.1 2 ex445745.htm EXHIBIT 99.1 Exhibit 99.1 Vistagen Reports Second Quarter Financial Results and Provides Corporate Update PALISADE-2 Phase 3 trial with PH94B in social anxiety disorder restart preparations underway after independent interim analysis recommends study continue as planned Preliminary analysis of nearly 400 subjects in the final data set for the PALISADE Open Label Study demons

November 10, 2022 EX-3.3

EX-3.3

EXHIBIT 3.3

November 10, 2022 EX-10.1

CONSULTING SERVICES AGREEMENT

Exhibit 10.1 CONSULTING SERVICES AGREEMENT This Consulting Services Agreement (?Agreement?) is made and entered into as of January 22, 2022 (?Effective Date?) by and between VistaGen Therapeutics, Inc., a Nevada corporation with principal offices located at 343 Allerton Avenue, South San Francisco, California 94080 (?VistaGen?), and FitzPatrick & Co. LLC, a Delaware limited liability company (?Con

October 28, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 28, 2022 Vistagen Therape

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 28, 2022 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commiss

October 19, 2022 EX-99.1

Vistagen Announces Results of Voting from 2022 Annual Meeting of Stockholders and Partial Adjournment to October 28, 2022

Exhibit 99.1 Vistagen Announces Results of Voting from 2022 Annual Meeting of Stockholders and Partial Adjournment to October 28, 2022 Annual Meeting to resume October 28, 2022 to vote on Proposal No. 5 to provide Vistagen?s Board of Directors the option to implement a future reverse stock split of the Company?s issued and outstanding common stock, if necessary to maintain the Company?s listing on

October 19, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 14, 2022 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commiss

October 6, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 6, 2022 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commissi

October 6, 2022 EX-99.1

Vistagen Announces the Two Leading Proxy Advisory Firms, Institutional Shareholder Services and Glass Lewis, Recommend Stockholders Vote “FOR” Proposal No. 5 to Provide its Board with the Option to Implement a Future Reverse Stock Split, if Necessary

Exhibit 99.1 Vistagen Announces the Two Leading Proxy Advisory Firms, Institutional Shareholder Services and Glass Lewis, Recommend Stockholders Vote ?FOR? Proposal No. 5 to Provide its Board with the Option to Implement a Future Reverse Stock Split, if Necessary SOUTH SAN FRANCISCO, Calif. (BUSINESS WIRE) October 6, 2022?Vistagen Therapeutics, Inc. (Nasdaq: VTGN) (the Company), a late clinical-st

October 6, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the SEC Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement

September 8, 2022 EX-99.1

Vistagen to Proceed with PALISADE-2 Phase 3 Clinical Trial of PH94B in Social Anxiety Disorder following Interim Analysis Independent biostatisticians recommend continuing PALISADE-2 without any changes after conducting interim analysis of 140 comple

Exhibit 99.1 Vistagen to Proceed with PALISADE-2 Phase 3 Clinical Trial of PH94B in Social Anxiety Disorder following Interim Analysis Independent biostatisticians recommend continuing PALISADE-2 without any changes after conducting interim analysis of 140 completed subjects Topline data for PALISADE-2 trial expected in the first half of 2023 SOUTH SAN FRANCISCO, Calif. (BUSINESS WIRE) September 8

September 8, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 8, 2022 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commis

September 7, 2022 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 6, 2022 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commis

August 31, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the SEC Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement

August 31, 2022 EX-3.1

Amendment No. 2 to the Second Amended and Restated Bylaws of Vistagen Therapeutics, Inc.

EX-3.1 2 ex418416.htm EXHIBIT 3.1 Exhibit 3.1 AMENDMENT NO. 2 TO THE SECOND AMENDED AND RESTATED BYLAWS OF VISTAGEN THERAPEUTICS, INC. Approved by the Board of Directors on August 30, 2022 Article II, Section 2.5 of the Second Amended and Restated Bylaws (the “Bylaws”) of Vistagen Therapeutics, Inc. (the “Corporation”) is hereby amended and restated, in its entirety, by the following: 2.5. Quorum.

August 31, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A 1 vtgn20220831defa14a.htm FORM DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the SEC Only (as permitted by

August 31, 2022 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 30, 2022 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commissi

August 22, 2022 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PRE 14A 1 vtgn20220818pre14a.htm FORM PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the SEC Only (as permitted by R

August 17, 2022 EX-99.1

VistaGen Therapeutics, Inc. First Quarter Fiscal Year 2023 Results Conference Call August 11, 2022

Exhibit 99.1 VistaGen Therapeutics, Inc. First Quarter Fiscal Year 2023 Results Conference Call August 11, 2022 C O R P O R A T E P A R T I C I P A N T S Mark Flather, Vice President of Investor Relations Shawn Singh, Chief Executive Officer Jerrold Dotson, Chief Financial Officer C O N F E R E N C E C A L L P A R T I C I P A N T S John, William Blair Vijay Subramanian, Jefferies Brian Skorney, Ba

August 17, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 11, 2022 VistaGen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commissi

August 12, 2022 SC 13D/A

VTGN / Vistagen Therapeutics Inc / Growth Equity Opportunities 17, LLC - GROWTH EQUITY OPPORTUNITIES 17, LLC -- VISTAGEN--SCH 13D/A(#2E) Activist Investment

Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* VistaGen Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 92840H202 (CUSIP Number) Louis S. Citron, Esq. New Enterprise Associates 1954 Greenspring Drive, Suite 600, Timonium, MD 21093 (410) 8

August 11, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 11, 2022 VistaGen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commissi

August 11, 2022 EX-10.1

Indemnification Agreement, dated May 13, 2022, by and between VistaGen Therapeutics, Inc. and Reid G. Adler J.D., filed herewith.

Exhibit 10.1 VISTAGEN THERAPEUTICS, INC. INDEMNIFICATION AGREEMENT THIS AGREEMENT is entered into, effective as of May 13, 2022, between VistaGen Therapeutics, Inc., a Nevada corporation (the "Company"), and Reid G. Adler. WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available; WHEREAS, Indemnitee is an officer of the Company; WHE

August 11, 2022 EX-99.1

VistaGen Therapeutics Reports First Quarter Financial Results and Provides Corporate Update Evaluation of PALISADE-1 continues and interim analysis of PALISADE-2 begins Preliminary data from nearly 200 subjects in the PALISADE open label safety study

Exhibit 99.1 VistaGen Therapeutics Reports First Quarter Financial Results and Provides Corporate Update Evaluation of PALISADE-1 continues and interim analysis of PALISADE-2 begins Preliminary data from nearly 200 subjects in the PALISADE open label safety study suggest that continued as-needed use of PH94B has potential to achieve cumulative functional improvement in the severity of social anxie

August 11, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

July 22, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 22, 2022 VistaGen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commission

July 22, 2022 EX-99.1

VistaGen Announces Topline Results from PALISADE-1 Phase 3 Clinical Trial for Investigational Drug PH94B PH94B for Acute Treatment of Social Anxiety Disorder Did Not Meet Primary Endpoint PH94B Showed a Favorable Safety and Tolerability Profile among

Exhibit 99.1 VistaGen Announces Topline Results from PALISADE-1 Phase 3 Clinical Trial for Investigational Drug PH94B PH94B for Acute Treatment of Social Anxiety Disorder Did Not Meet Primary Endpoint PH94B Showed a Favorable Safety and Tolerability Profile among Study Participants that was Consistent with Prior Clinical Trial Results SOUTH SAN FRANCISCO, Calif., July 22, 2022 ? VistaGen Therapeut

July 8, 2022 SC 13G/A

VTGN / Vistagen Therapeutics Inc / Venrock Healthcare Capital Partners II, L.P. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* VistaGen Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 92840H202 (CUSIP Number) April 6, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pu

June 23, 2022 EX-99.1

VistaGen Therapeutics Reports Fiscal Year 2022 Financial Results and Provides Corporate Update

Exhibit 99.1 VistaGen Therapeutics Reports Fiscal Year 2022 Financial Results and Provides Corporate Update ? Completed last patient out milestone for PALISADE-1 Phase 3 clinical trial of PH94B in social anxiety disorder (SAD). Topline results for PALISADE-1 anticipated mid-2022. ? PALISADE-2 on track for topline readout in late 2022. ? Received FDA consensus that data from nonclinical and clinica

June 23, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended: March 31, 2022 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number: 001-37761 VistaGen Therapeutics, Inc. (Exact name of registrant as spec

June 23, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 23, 2022 VistaGen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commission

June 23, 2022 EX-21.1

List of Subsidiaries

Exhibit 21.1 List of Subsidiaries VistaGen Therapeutics, Inc., a California corporation d/b/a VistaStem Therapeutics, Inc.

June 22, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 15, 2022 VistaGen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commission

June 22, 2022 EX-99.1

VistaGen Announces Completion of PALISADE-1 Phase 3 Clinical Study of PH94B for the Acute Treatment of Social Anxiety Disorder PALISADE Phase 3 Program focused on PH94B’s potential as a rapid-onset, acute treatment of anxiety in adults with social an

Exhibit 99.1 VistaGen Announces Completion of PALISADE-1 Phase 3 Clinical Study of PH94B for the Acute Treatment of Social Anxiety Disorder PALISADE Phase 3 Program focused on PH94B’s potential as a rapid-onset, acute treatment of anxiety in adults with social anxiety disorder FDA Fast Track designation granted Topline results anticipated mid-2022 SOUTH SAN FRANCISCO, Calif., June 22, 2022 – Vista

June 9, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 8, 2022 VistaGen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commission

June 9, 2022 EX-99.1

Exhibit 99.1

Exhibit 99.1

May 6, 2022 EX-99.1

VistaGen Announces Key Regulatory Update on PH94B for the Acute Treatment of Social Anxiety Disorder The FDA agreed that data from nonclinical and clinical studies of PH94B completed to date provide no signal of abuse potential The FDA also agreed th

Exhibit 99.1 VistaGen Announces Key Regulatory Update on PH94B for the Acute Treatment of Social Anxiety Disorder The FDA agreed that data from nonclinical and clinical studies of PH94B completed to date provide no signal of abuse potential The FDA also agreed that additional nonclinical studies are not necessary to evaluate the abuse potential of PH94B and, at this time, based on studies complete

May 6, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 5, 2022 VistaGen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commission F

May 3, 2022 EX-99.1

VistaGen Appoints Reid Adler as Chief Legal Officer

Exhibit 99.1 VistaGen Appoints Reid Adler as Chief Legal Officer SOUTH SAN FRANCISCO, Calif., May 2, 2022 ?VistaGen Therapeutics, Inc. (Nasdaq: VTGN) (VistaGen) a late clinical-stage, central nervous system (CNS)-focused biopharmaceutical company aiming to transform the treatment landscape for individuals living with anxiety, depression and other CNS disorders, today announced the appointment of R

May 3, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 2, 2022 VistaGen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commission F

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