What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-06-17 compared with 2024-06-11 · 283 added, 237 removed, 503 unchanged (51% of the section changed)

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors

Vistagen Therapeutics, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Vistagen Therapeutics, Inc.

(the Company) as of March 31, 2025, the related consolidated statement of operations and comprehensive loss, stockholders’ equity, and cash flows for the period ended March 31, 2025, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2025, and the results of its operations and its cash flows for the year period ended March 31, 2025, in conformity with U.S.

generally accepted accounting principles.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to the consolidated financial statements, the Company has incurred recurring losses and negative cash flows from operations, and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 2.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

We have served as the Company’s auditor since 2024.

San Francisco, California

June 17, 2025

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

2 unchanged sentences

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Vistagen Therapeutics, Inc.

(the “Company”) as of March 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, cash flows, and stockholders’ equity for each of the two years in the period ended March 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended March 31, 2024 , in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated balance sheet of Vistagen Therapeutics, Inc.

(the “Company”) as of March 31, 2024, the related consolidated statements of operations and comprehensive loss, cash flows, and stockholders’ equity for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2024, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenues from Contracts with Customers

Description of the Matter

As discussed in Note 11 to the consolidated financial statements, the Company recognized approximately $0.9 million in revenue under the sublicense agreement with AffaMed Therapeutics, Inc.

(“AffaMed”) during the fiscal year ended March 31, 2024.

Auditing management’s timing of revenue recognition attributed to the performance obligation of the agreement was challenging, as significant judgment was required in the evaluation of the period in which the performance obligation was satisfied.

We identified sublicense revenue recognition as a critical audit matter because of the judgments necessary for management to determine the timing of recognition for such revenue.

Because of the complexity associated with applying the recognition criteria of Accounting Standards Codification, Topic 606, Revenue Recognition , notably related to the

determination of timing of revenue recognition, this required extensive audit effort and a high degree of auditor judgment when performing audit procedures and evaluating the results of those procedures.

How We Addressed the Matter in Our Audit

Our audit procedures related to the recognition of sublicense revenue, included the following, among others:

• We evaluated the Company’s revenue recognition for the sublicense agreement through an inspection of the agreement and an evaluation of management’s revenue recognition analysis corresponding to the agreement.

Our objective was to validate that revenue from the agreement was recognized in a manner commensurate with the terms of the underlying agreement and the relevant accounting guidance.

• We analyzed the sublicense agreement to determine the terms that may have an impact on revenue recognition were identified and properly considered in the evaluation of the accounting for the contract.

• We tested the measurement of completion of the identified performance obligation which included, among other procedures:

◦ Performed procedures over management’s revenue schedules for accuracy and completeness by agreeing data to the underlying agreement.

◦ Evaluated the manner in which the identified performance obligation was satisfied, and corroborated management estimates and judgments through a review of consistency with press releases and third-party data as a potential source of corroborating or contradictory evidence.

◦ Discussed management’s judgments with the Company’s research and development personnel that oversee aspects of the license agreement.

◦ Performed a sensitivity analysis on the inputs and assumptions used in the estimates and evaluated the impact of any subsequent events.

We believe that our audit provides a reasonable basis for our opinion.

/s/ WithumSmith+Brown, PC

We have served as the Company's auditor since 2006.

We began serving as the Company's auditor in 2006.

We became the predecessor auditor in 2024.

San Francisco, California

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Cash and cash equivalents $ 67,131 $ 119,166

Marketable securities 13,351 —

Prepaid expenses and other current assets 1,594 1,506

Deferred contract acquisition costs - current portion 74 67

Total current assets 82,076 120,672

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Right-of-use asset - operating lease 1,335 1,820

Deferred offering costs 495 496

Deferred contract acquisition costs - non-current portion 130 218

Security deposits 101 101

Other assets 454 726

Total assets $ 84,341 $ 123,653

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Accrued expenses 8,810 2,235

Note payable — 105

Deferred revenue - current portion 2,588 791

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( 3,968 ) ( 3,968 )

Accumulated other comprehensive gain 5 —

Accumulated deficit ( 407,632 ) ( 356,214 )

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Interest income, net 4,557 3,351

Other income 312 —

Other income, net 5 312

Loss before income taxes ( 51,411 ) ( 29,358 )

Income taxes ( 7 ) ( 4 )

Net loss and comprehensive loss $ ( 29,362 ) $ ( 59,248 )

Net loss $ ( 51,418 ) $ ( 29,362 )

Unrealized gain on marketable securities $ 5 $ —

Comprehensive loss $ ( 51,413 ) $ ( 29,362 )

Basic and diluted net loss per common share $ ( 1.67 ) $ ( 1.52 )

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Common Stock Additional

Other Comprehensive Income Accumulated

Deficit Total

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Sale of common stock pursuant to 2019 Employee Stock Purchase Plan 4,843 — 8 — — — 8

Issuance of common stock upon exercise of options (cashless) 3,646 — — — — —

Issuance of common stock upon exercise of options for cash 3,700 — 104 — — 104

Increase in fair value attributed to warrant modifications — — 78 — — 78

Fair value of common stock issued for acquisition of Pherin Pharmaceuticals, Inc.

as an asset acquisition, net of registration expenses 413,670 — 3,031 — — 3,031

Issuance of common stock under Open Market Sale Agreement, net of issuance costs 4,698,495 5 35,894 — — — 35,899

Issuance of common stock and pre-funded warrants through public offering, net of issuance costs 15,010,810 15 93,464 — — — 93,479

Net loss — — — — — ( 29,362 ) ( 29,362 )

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Sale of common stock pursuant to 2019 Employee Stock Purchase Plan 74,804 — 201 — — — 201

Unrealized gain on marketable securities available-for-sale, net — — — — 5 — 5 5

Issuance of common stock under Open Market Sale Agreement, net of issuance costs 1,108,587 1 2,999 — — — 3,000

Issuance of common stock and pre-funded warrants through public offering, net of issuance costs 15,010,810 15 93,464 — — 93,479

Issuance of common stock upon exercise of Pre-Funded Warrants 788,359 1 — — — — 1

Net loss — — — — — ( 51,418 ) ( 51,418 )

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Stock-based compensation 4,315 2,182

Expense related to acquisition of Pherin Pharmaceuticals, Inc.

recorded as an asset acquisition — 3,559

Warrant modification expense — 78

Amortization of operating lease right-of-use asset 485 441

Accretion of marketable securities ( 389 ) —

Changes in operating assets and liabilities:

Prepaid expenses and other current assets ( 88 ) 250

Other assets 190 —

Operating lease liability ( 611 ) ( 495 )

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Cash flows from investing activities:

Purchases of property and equipment ( 61 ) ( 212 )

Cash used in acquisition of Pherin Pharmaceuticals, Inc.

as an asset acquisition — ( 528 )

Purchases of laboratory and other equipment ( 191 ) ( 61 )

Sales and maturities of marketable securities 12,027 —

Purchases of marketable securities ( 24,984 ) —

Net cash used in investing activities ( 13,148 ) ( 61 )

Cash flows from financing activities:

Net proceeds from issuance of common stock, including option exercises — 104

Proceeds from issuance of common stock and warrants, net of issuance costs — 93,453

Net proceeds (expenses) from sale of common stock under Open Market Sale Agreement, net of deferred offering costs 35,926 ( 174 )

Net proceeds from sale of common stock under Open Market Sale Agreement, net of deferred offering costs 3,009 35,926

Net proceeds from sale of common stock under Employee Stock Purchase Plan 201 8

Repayment of note payable — ( 985 )

Net cash (used in) provided by financing activities 128,402 ( 1,041 )

Net cash provided by financing activities 3,210 128,402

Net increase (decrease) in cash and cash equivalents ( 52,035 ) 102,528

Cash and cash equivalents at beginning of year 16,638 68,135

Cash and cash equivalents at end of year $ 119,166 $ 16,638

Cash and cash equivalents at beginning of period 119,166 16,638

Cash and cash equivalents at end of period $ 67,131 $ 119,166

Supplemental disclosure of noncash activities:

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Purchases of equipment included in accounts payable $ — $ 29

Fair value of common stock issued for acquisition of Pherin Pharmaceuticals, Inc.

See accompanying notes to consolidated financial statements

T a b l e o f C o n t e n t s

VISTAGEN THERAPEUTICS, INC.

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Description of Business

Vistagen Therapeutics, Inc., a Nevada corporation (Vistagen, the Company, we, our, or us), is a clinical-stage biopharmaceutical company pioneering neuroscience to deliver differentiated therapies for psychiatric and neurological disorders.

The majority of our clinical-stage product candidates belong to a new class of drugs known as pherines, which have the potential to rapidly deliver meaningful efficacy with a differentiated safety profile.

Pherines are investigational neuroactive nasal sprays with innovative proposed mechanisms of action that activate chemosensory neurons in the nasal passages to impact fundamental neural circuits in the brain without the need for systemic absorption or binding to receptors in the brain.

Our clinical-stage neuroscience pipeline also includes an investigational oral prodrug candidate with the potential to inhibit, but not block, NMDA receptor activity.

We are passionate about transforming what is possible in the treatment of anxiety, depression, and other neuroscience disorders.

Vistagen Therapeutics, Inc., a Nevada corporation (Vistagen, the Company, we, our, or us), is a late clinical-stage biopharmaceutical company leveraging a deep understanding of nose-to-brain neurocircuitry to develop and commercialize a new class of non-systemic intranasal product candidates called pherines.

Our clinical-stage neuroscience pipeline currently consists of five investigational pherine product candidates, each with a novel mechanism of action (MOA) and positive clinical data in their targeted indication(s).

Pherines specifically and selectively bind to peripheral receptors in human nasal chemosensory neurons, and are designed to rapidly activate nose-to-brain neurocircuits believed to regulate brain areas without requiring systemic absorption or uptake into the brain to achieve desired therapeutic benefits.

We are passionate about developing transformative treatment options with potential to meet clear and growing unmet needs and bring meaningful relief to patients underserved by the current standard of care for multiple highly prevalent indications, all while delivering long term value to our shareholders.

Basis of Presentation, Principles of Consolidation and Summary of Significant Accounting Policies

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All material intercompany accounts and transactions have been eliminated in consolidation.

Liquidity and Going Concern

In order to complete the development of our neuroscience product candidates and to build the sales, marketing and distribution infrastructure that we believe will be necessary to commercialize our product candidates, if approved, we will require substantial additional capital.

Until we can generate a sufficient amount of revenue from the commercialization of our product candidates, we may seek to raise any necessary additional capital through equity or debt and equity financings, loans or other capital sources, which could include income from collaborations, partnerships or other marketing, distribution, licensing or other strategic arrangements with third parties, or from grants.

Until we can generate a sufficient amount of revenue from the commercialization of our product candidates, we may seek to raise any necessary additional capital through equity and/or debt financings, loans or other capital sources, which could include income from collaborations, partnerships or other marketing, distribution, licensing or other strategic arrangements with third parties.

Because of the numerous risks and uncertainties associated with research, development and commercialization of our product candidates, we are unable to estimate the exact amount and timing of our capital requirements.

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We have incurred significant losses and negative cash flows from operations since inception.

As of March 31, 2024, we had an accumulated deficit of $ 356.2 million.

As of March 31, 2025, we had an accumulated deficit of $ 407.6 million and cash used in operations for the year ended March 31, 2025 was $ 42.1 million.

We expect that our operating losses and negative cash flows will continue for the foreseeable future as we continue to develop our product candidates.

We currently expect that our cash, and cash equivalents of $ 119.2 million as of March 31, 2024 will be sufficient to fund our operating expenses and capital requirements for at least 12 months from the date these audited consolidated financial statements are issued.

In accordance with Accounting Standards Codification (ASC) 205-40, Going Concern, we evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year from the date that these consolidated financial statements are issued.

This evaluation initially does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented as of the date the consolidated financial statements are issued.

When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about our ability to continue as a going concern.

The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the consolidated financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued.

In performing its analysis, management excluded certain elements of its operating plan that cannot be considered probable.

Under ASC 205-40, the future receipt of potential funding from future equity and/or debt issuances and other potential sources such as partnerships cannot be considered probable at this time because these plans are not entirely within our control nor have these plans been approved by the Board as of the date of these consolidated financial statements.

VISTAGEN THERAPEUTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2025 and 2024, we had cash, cash equivalents, and marketable securities of $ 80.5 million and $ 119.2 million, respectively.

As of June 17, 2025 , the issuance date of the consolidated financial statements as of and for the year ended March 31, 2025, there is uncertainty about whether our combined cash, cash equivalents, and marketable securities will be sufficient to fund operations beyond twelve months from the issuance date of these consolidated financial statements and therefore we concluded that substantial doubt exists about the our ability to continue as a going concern.

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business.

The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above.

Summary of Significant Accounting Policies

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The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.

Significant estimates include, but are not limited to, those relating to stock-based compensation, revenue recognition, research and development expenses, determination of right-of-use assets under lease transactions and related lease obligations, and the assumptions used to value warrants.

Although these estimates are based on our knowledge of current events and actions we may undertake in the future, actual results may materially differ from these estimates and assumptions.

Estimates made in the accompanying consolidated financial statements include, but are not limited to, those relating to stock-based compensation, revenue recognition, research and development expenses, determination of right-of-use assets under lease transactions and related lease obligations, and the assumptions used to value warrants.

Although these estimates are based on our knowledge of current events, historical experiences, actions we may undertake in the future and on various other assumptions we believe are reasonable, actual results may materially differ from these estimates and assumptions.

Concentration of Credit Risk

Financial instruments which potentially subject the Company to significant concentration of credit risk consist of cash and cash equivalents.

Financial instruments which potentially subject us to significant concentration of credit risk consist of cash and cash equivalents.

We maintain deposits in federally insured financial institutions in excess of federally insured limits.

T a b l e o f C o n t e n t s

VISTAGEN THERAPEUTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

have not experienced any losses in such accounts, and management believes that we are not exposed to significant credit risk due to the nature of the instruments held in the depository institutions.

We have not experienced any losses in such accounts, and management believes that we are not exposed to significant credit risk due to the nature of the instruments held in the depository institutions.

Cash and Cash Equivalents

Cash and cash equivalents are considered to be highly liquid investments with maturities of three months or less at the date of purchase.

Cash equivalents primarily represent funds invested in readily available money market accounts.

Cash equivalents primarily represent funds invested in readily available money market accounts and short-term treasury notes.

As of March 31, 2025, we had cash and cash equivalents balances deposited at multiple major financial institutions.

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These expenses consist primarily of legal, accounting, SEC filing fees, and, as appropriate, Nasdaq filing fees.

Upon the completion or partial completion of an applicable equity offering, the deferred expenses are charged to additional paid-in capital.

Upon the completion or partial completion of an applicable equity offering, the deferred expenses are charged to additional

VISTAGEN THERAPEUTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

paid-in capital.

If there are any deferred offering costs remaining at the expiration of our current registration statement on SEC Form S-3 or the equity financing agreement, or if the financing is abandoned, terminated or significantly delayed, such costs are charged to expense.

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License Rights — If the license to our intellectual property (IP) is determined to be distinct from the other promises or performance obligations identified in the arrangement, which generally include research and development services, we recognize revenue from non-refundable, upfront fees allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the license.

In assessing whether a license is distinct from the other

T a b l e o f C o n t e n t s

VISTAGEN THERAPEUTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

promises, we consider relevant facts and circumstances of each arrangement, including the research and development capabilities of the collaboration partner and the availability of the associated expertise in the general marketplace.

In assessing whether a license is distinct from the other promises, we consider relevant facts and circumstances of each arrangement, including the research and development capabilities of the collaboration partner and the availability of the associated expertise in the general marketplace.

In addition, we consider whether the collaboration partner can benefit from the license for its intended purpose without the receipt of the remaining promises, whether the value of the license is dependent on the unsatisfied promises, whether there are other vendors that could provide the remaining promises and whether it is separately identifiable from the remaining promises.

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Amounts allocated to a material right are not recognized as revenue until, at the earliest, the option is exercised or expires.

VISTAGEN THERAPEUTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Milestone Payments — At the inception of an arrangement that includes development milestone payments, we evaluate whether the milestones are considered likely to be achieved and estimate the amount to be included in the transaction price using the most likely amount method.

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Amounts not expected to be recognized as revenue within the one year following the balance sheet date are classified as deferred revenue, net of current portion.

Research and Development Expenses

Research and Development Expenses and Accruals

Research and development expenses are composed of both internal and external costs.

Internal costs include salaries and employment-related expenses, including stock-based compensation expense, of scientific personnel and direct project

T a b l e o f C o n t e n t s

VISTAGEN THERAPEUTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Internal costs include salaries and employment-related expenses, including stock-based compensation expense, of scientific personnel and direct project costs.

External research and development expenses consist primarily of costs associated with clinical and nonclinical development programs and are charged to expense as incurred.

We also record accruals for estimated ongoing clinical trial costs.

Clinical trial costs primarily represent costs incurred by contract research organizations (CROs) and clinical trial sites.

We analyze the progress of the clinical trial, including levels of subject enrollment, invoices received and contracted costs when evaluating the adequacy of accrued liabilities.

In accruing for these services, we estimate the time period over which services will be performed and the level of effort to be expended in each period.

These estimates are based on communications with the third-party service providers and our estimates of accrued expenses based on information available at each balance sheet date.

If the actual timing of the performance of services or the level of effort varies from the estimate, we will adjust the accrual accordingly.

We have entered into various research and development contracts with clinical research organizations, clinical development and manufacturing organizations, clinical sites and other vendors and consultants.

Payments for these activities are based on the terms of the individual agreements, which may differ from the pattern of costs incurred, and payments made in advance of or after the performance are reflected in the accompanying balance sheets as prepaid expenses or accrued liabilities, respectively.

When evaluating the adequacy of the accrued liabilities, we analyze progress of the services, including the phase or completion of events, invoices received and contracted costs.

We hold discussions with relevant employees and outside service providers as to the progress of clinical trials, or the services completed.

Significant judgments and estimates may be made in determining the prepaid or accrued balances at the end of any reporting period.

Actual results could differ from our estimates.

Nonrefundable advance payments for goods and services, including fees for process development, are deferred and recognized as expenses in the period that the related goods are consumed or services are performed.

We account for income taxes using the asset and liability approach promulgated by ASC 740 , Income Taxes , for financial reporting purposes.

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Valuation allowances are established, when necessary, to reduce the deferred tax assets to an amount expected to be realized.

Uncertain tax positions, for which our assessment is that there is a more than 50% probability of sustaining the position upon challenge by a taxing authority based on its technical merits, are subject to certain recognition and measurement criteria.

VISTAGEN THERAPEUTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The nature of the uncertain tax positions is often very complex and subject to change, and the amounts at issue can be substantial.

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Operating lease liabilities with a term greater than one year and their corresponding right-of-use assets are recognized on the balance sheets at the commencement date of the lease based on the present value of lease payments over the expected lease term.

The Company excludes short-term leases, if any, having initial terms of 12 months or less at lease commencement as an accounting policy election.

We excludes short-term leases, if any, having initial terms of 12 months or less at lease commencement as an accounting policy election.

Variable lease payments are amounts owed by us to a lessor that are not fixed, such as reimbursement for common area maintenance costs for our facility lease;

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Financing leases, formerly referred to as capitalized leases, are treated similarly to operating leases except that the asset subject to the lease is included in the appropriate fixed asset category, rather than recorded as a Right-of-use asset, and depreciated over its estimated useful life, or lease term, if shorter.

T a b l e o f C o n t e n t s

VISTAGEN THERAPEUTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Internal-Use Software Development Costs

We capitalize qualifying costs incurred during the application development stage related to software developed for internal-use and amortizes them over the estimated useful life of three years.

Amortization of such costs begins when the project is substantially complete and ready for its intended use.

Capitalized software development costs are classified as property and equipment, net on the consolidated balance sheet.

We expense costs incurred related to the planning and post-implementation phases of development as incurred.

Stock-Based Compensation

Stock-based compensation is accounted for in accordance with ASC 718, Compensation - Stock Compensation (ASC 718) and is measured at the grant date fair value for employee, officer, director and non-employee equity awards and is recognized over the requisite service period, which is generally the vesting period.

The Company recognizes forfeitures as they occur.

We recognize forfeitures as they occur.

Stock-based compensation is classified in the Consolidated Statements of Operations and Comprehensive Loss in the same manner in which the recipient's payroll or fees are classified.

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Treasury yield in effect at the time of grant for zero-coupon U.S.

treasury notes with maturities approximately equal to the expected term of the stock options.

treasury notes with maturities

VISTAGEN THERAPEUTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

approximately equal to the expected term of the stock options.

We have historically not declared or paid any dividends and we do not currently expect to do so in the foreseeable future, and therefore have estimated the dividend yield to be zero .

Fair Value Measurements

Financial assets and liabilities recorded at fair value on a recurring basis in the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values.

We measure cash equivalents and available-for-sale debt securities at fair value.

Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.

Fair value is defined as the price we would receive to sell an investment in a timely transaction or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability.

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supported by little or no market activity).

Money market funds are highly liquid investments and are classified as Level 1.

The pricing information for these assets is readily available and can be independently validated as of the measurement date.

Available-for sale debt securities are valued using observable inputs from similar assets, or from observable data in markets that are not active.

These assets are classified as Level 2.

Warrants Issued in Connection with Equity Financing

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Comprehensive Loss

We have no components of other comprehensive loss other than net loss, and accordingly, our comprehensive loss is equivalent to our net loss for the periods presented.

T a b l e o f C o n t e n t s

VISTAGEN THERAPEUTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Comprehensive loss includes net loss as well as other changes in shareholders’ equity that result from transactions and economic events other than those with shareholders.

For the year ended March 31, 2025, these changes related to unrealized gains and losses on our available-for-sale short-term investments.

There were no reclassifications out of comprehensive loss for the years ended March 31, 2025 and 2024, respectively.

Net Loss Per Share

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Diluted net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock and common stock equivalents outstanding for the period.

Common stock equivalents are only included when their effect is dilutive.

The Company’s potentially dilutive securities, including outstanding warrants to purchase common stock and outstanding stock options under the Company’s equity incentive plan, have been excluded from the computation of diluted net loss per share as their inclusion would be anti-dilutive.

Common stock equivalents are only included

VISTAGEN THERAPEUTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

when their effect is dilutive.

Our potentially dilutive securities, including outstanding warrants to purchase common stock and outstanding stock options under the our equity incentive plan, have been excluded from the computation of diluted net loss per share as their inclusion would be anti-dilutive.

For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to our net loss position.

The following table summarizes the outstanding potentially dilutive securities that have been excluded from the calculation of diluted net loss per share because their inclusion would be anti-dilutive:

As of March 31,

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Recently Adopted Accounting Principles

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses ( Topic 326 ):

Measurement of Credit Losses on Financial Instruments (ASU 2016-13) and also issued subsequent amendments to the initial guidance:

ASU 2018-19, ASU 2019-04, ASU 2019-05, and ASU 2019-11.

The standard amended the impairment model requiring that credit losses be reported using an expected losses model rather than the incurred losses model.

For available-for-sale debt securities with expected credit losses, this standard requires allowances to be recorded instead of reducing the amortized cost of the investment.

We adopted ASU 2016-13, and related updates, using modified retrospective approach on April 1, 2023.

The adoption had an immaterial impact on our financial statements and related disclosures.

In November 2023, the FASB issued Accounting Standards Update (ASU) No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The new standard is intended to improve annual and interim reportable segment disclosure requirements regardless of number of reporting units, primarily through enhanced disclosures of significant expenses.

The amendment requires public entities to disclose significant segment expenses that are regularly provided to the Company's chief operating decision maker (CODM) and included within each reported measure of segment profit and loss.

We adopted this new standard for the annual period ended March 31, 2025 on a retrospective basis, and the adoption did not have a material impact on its consolidated financial statements and related disclosures.

See Note 14, Segment Information, for the updated segment disclosures as a result of adopting this ASU.

Issued Accounting Pronouncements Not Yet Adopted

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ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.

ASU 2023-09 is effective for public entities with annual periods beginning after

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ASU 2023-09 is effective for public entities with annual periods beginning after December 15, 2024, with early adoption permitted.

We are currently evaluating the impact of this guidance on our financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (ASU 2024-03), which requires new disclosures to disaggregate prescribed natural expenses underlying any income statement caption.

ASU 2024-03 is effective for annual periods in fiscal years beginning after December 15, 2026, and interim periods thereafter.

Early adoption is permitted.

ASU 2024-03 applies on a prospective basis for periods beginning after the effective date.

However, retrospective application to any or all prior periods presented is permitted.

We are currently evaluating the impact of this guidance on our financial statements.

VISTAGEN THERAPEUTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 15, 2024, with early adoption permitted.

We are currently evaluating the impact of this guidance on our financial statements.

Although there were several other new accounting pronouncements issued or proposed by the FASB, we do not believe any of those accounting pronouncements have had or will have a material impact on our financial position or operating results.

Fair Value Measurements

We have certain financial assets that are measured at fair value on a recurring basis, which consist of cash equivalents held in money market funds.

These assets, which are classified within Level 1 of the fair value hierarchy and are reflected as a component of cash and cash equivalents on the consolidated balance sheets, totaled $ 115.3 million and $ 5.0 million at March 31, 2024 and 2023, respectively.

We had no financial liabilities measured at fair value on a recurring basis at March 31, 2024 or March 31, 2023.

The following tables show the our cash, cash equivalents and marketable securities at fair value as of March 31, 2025 and 2024 (in thousands):

March 31, 2025

Level 1 Level 2 Level 3 Total

Cash and cash equivalents:

Cash and money market funds $ 67,131 $ — $ — $ 67,131

Marketable securities

treasury securities — 13,351 — 13,351

Total $ 67,131 $ 13,351 $ — $ 80,482

March 31, 2024

Level 1 Level 2 Level 3 Total

Cash and cash equivalents:

Cash and money market funds $ 119,166 $ — $ — $ 119,166

Total $ 119,166 $ — $ — $ 119,166

The carrying amounts of the our prepaid and other current assets, accounts payable, and accrued liabilities, approximate fair value due to their short maturities.

We had no financial liabilities measured at fair value on a recurring basis at March 31, 2025 or 2024.

There were no transfers between Levels 1, 2 or 3 for any of the periods presented.

We did not record any impairment charges related to our marketable debt securities during the year ended March 31, 2025 or 2024.

The following table summarizes our marketable securities as of March 31, 2025 (in thousands):

March 31, 2025

Maturity (in years) Amortized Cost Unrealized Gains Unrealized Losses Fair Value

treasury notes Less than 1 $ 13,346 $ 5 $ — $ 13,351

Total $ 13,346 $ 5 $ — $ 13,351

We did not hold any marketable securities as of March 31, 2024.

VISTAGEN THERAPEUTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Property and Equipment, Net

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Tenant improvements 221 214

Computer equipment 31 —

Software 57 —

Office furniture and equipment 25 22

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The following table summarizes the effect of operating lease costs in our consolidated statements of operations (in thousands):

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VISTAGEN THERAPEUTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Operating lease cost $ 645 $ 645

Operating lease costs $ 645 $ 645

Variable lease costs 309 246

Total lease cost $ 954 $ 891

VISTAGEN THERAPEUTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Maturities of lease liabilities as of March 31, 2025 were as follows (in thousands):

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Accrued research and development costs $ 5,207 $ 482

Accrued employee and non-employee director compensation costs 1,619 337

Accrued employee compensation costs 3,360 1,619

Accrued legal and professional service fees 234 117

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The note was payable in monthly installments of $ 0.1 million, including principal and interest, and we paid this note in full in April 2023.

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VISTAGEN THERAPEUTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Capital Stock

October 2023 Public Offering

On October 2, 2023, we completed an underwritten public offering (the October 2023 Public Offering), whereby we offered and sold, for gross proceeds of approximately $ 100,000,000 , a total of 15,010,810 shares of our common stock and, to certain investors, 3,577,240 pre-funded warrants to purchase up to 3,577,240 shares of common stock in lieu of shares of common stock (the Pre-Funded Warrants ) .

Each share of common stock and/or Pre-Funded Warrant was issued together with a ratably allocated portion of both warrants to purchase up to 9,294,022 shares of common stock (or pre-funded warrants to purchase up to 9,294,022 shares of common stock in lieu thereof) with an exercise price of $ 5.38 per share (the T1 Warrants) and warrants to purchase 11,265,086 shares of common stock (or pre-funded warrants to purchase up to 11,265,086 shares of common stock in lieu thereof) with an exercise price of $ 8.877 per share (the T2 Warrants).

The combined offering price for each share of common stock, accompanying T1 Warrant and accompanying T2 Warrant was $ 5.38 .

The combined offering price per Pre-Funded Warrant, accompanying T1 Warrant and accompanying T2 Warrant was $ 5.379 .

The securities were issued pursuant to our effective shelf registration statement on Form S-3 (File No.

333-254299) and a related prospectus supplement filed with the SEC on October 3, 2023.

The October 2023 Public Offering closed on October 4, 2023.

The net proceeds to us from the October 2023 Public Offering were approximately $ 93.5 million, after deducting expenses related to the offering, including commissions, legal expenses and other offering costs.

The Pre-Funded Warrants, T1 Warrants and T2 Warrants are exercisable, only at the option of the holder, at any time after October 4, 2023.

Holders of Pre-Funded Warrants, T1 Warrants, and T2 Warrants are entitled to receive dividends, if declared, on an as-if-converted-to-common-stock basis, and in the same form as dividends actually paid on shares of the common stock.

We may not effect the exercise of any Pre-Funded, T1 Warrant, or T2 Warrant, and a holder will not be entitled to exercise any portion of any Pre-Funded, T1 or T2 Warrant, which, upon giving effect to such exercise, would cause the aggregate number of shares of common stock beneficially owned by the holder of such warrant (together with its affiliates) to exceed 9.99 % of the number of shares of common stock outstanding immediately after giving effect to the exercise.

On October 2, 2023, we completed an underwritten public offering (the October 2023 Public Offering), whereby we offered and sold, for gross proceeds of approximately $ 100 million, a total of 15,010,810 shares of our common stock and a total of 3,577,240 pre-funded warrants to purchase up to 3,577,240 shares of common stock (the Pre-Funded Warrants ) .

Each share of common stock and each Pre-Funded Warrant was issued together with a ratably allocated portion of warrants to purchase up to 9,294,022 shares of common stock with an exercise price of $ 5.38 per share (the T1 Warrants) and warrants to purchase 11,265,086 shares of common stock with an exercise price of $ 8.877 per share (the T2 Warrants).

The net proceeds to us from th

VISTAGEN THERAPEUTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

e October 2023 Public Offering were approximately $ 93.5 million, after deducting expenses related to the offering, including commissions, legal expenses and other offering costs.

The Pre-Funded Warrants, T1 Warrants and T2 Warrants (collectively, the Warrants) are fully exercisable, only at the option of the holder.

Holders may also exercise the T1 Warrants and T2 Warrants for Pre-Funded Warrants at their option.

We may not effect the exercise of any Warrants, and a holder will not be entitled to exercise any portion of any of the Warrants, which, upon giving effect to such exercise, would cause the aggregate number of shares of common stock beneficially owned by the holder of such Warrant (together with its affiliates) to exceed 9.99 % of the number of shares of common stock outstanding immediately after giving effect to the exercise.

However, any holder may increase or decrease such percentage to any other percentage (not to exceed 19.99 % if exceeding such percentage would result in a change of control under Nasdaq Listing Rule 5636(b) or any successor rule) upon at least 61 days’ prior notice from the holder to us subject to the terms of the respective warrant agreement.

We evaluated the terms of the Warrants issued and determined that they should be classified as equity instruments within additional paid-in capital.

The Pre-Funded Warrants are equity classified because they (i) are freestanding financial instruments that are legally detachable and separately exercisable from the other equity instruments, (ii) are immediately exercisable, (iii) do not embody an obligation for the Company to repurchase its shares, (iv) permit the holders to receive a fixed number of shares of common stock upon exercise, (v) are indexed to the Company’s common stock and (vi) meet the equity classification criteria.

In addition, such Pre-Funded Warrants do not provide any guarantee of value or return.

Open Market Sale Agreement

In May 2021, we entered into an Open Market Sale Agreement SM (the Sales Agreement) with Jefferies LLC, as sales agent (Jefferies), with respect to an at-the-market offering program (the ATM) under which we may, at our sole discretion, offer and sell, from time to time, shares of our common stock having an aggregate offering price of up to $ 75.0 million (the Shares) through Jefferies.

We will pay Jefferies a commission of up to three percent ( 3.0 %) of the aggregate gross proceeds from any sales of the Shares under the Sales Agreement.

If and when we direct Jefferies to offer and sell Shares under the Sales Agreement, Jefferies may sell the Shares by any method permitted by law and deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, including block transactions, sales made directly on the Nasdaq Capital Market or any other trading market for our common stock.

In addition, with our consent, Jefferies may sell the Shares in negotiated transactions.

Under certain circumstances, we may instruct Jefferies not to sell the Shares if the sales cannot be effected at or above the price we may designate from time to time.

Pursuant to our registration statement on SEC Form S-3, filed on February 13, 2024 and declared effective on February 29, 2024, we may now, at our option, offer and sell, from time to time, shares of our common stock having an aggregate offering price of up to $ 100.0 million through Jefferies as our sales agent.

During the years ended March 31, 2024 and 2023 , we sold an aggregate of 4,698,495 and no shares, respectively, under the Sales Agreement, for net proceeds of $ 36.2 million and $ 0 , respectively.

As of March 31, 2024, $ 100.0 million of common stock remained available for sale under the Sales Agreement.

In May 2021, we entered into an Open Market Sale Agreement (the Sales Agreement) with Jefferies LLC (Jefferies) which enabled us, in our sole discretion, to offer and sell, from time to time, shares of our common stock for aggregate gross proceeds of up to $ 75.0 million.

In February 2024, the aggregate gross proceeds available under the Sales Agreement was increased to $ 100 million.

As of March 31, 2025, approximately $ 96.9 million of common stock remained available for sale under the Sales Agreement.

During the years ended March 31, 2025 and 2024, we sold an aggregate of 1,108,587 and 4,698,495 shares, respectively, under the Sales Agreement, for net proceeds of $ 3.0 million and $ 36.2 , respectively, after sales agent commissions.

We pay Jefferies a commission of up to three percent ( 3.0 %) of the aggregate gross proceeds from any sales under the Sales Agreement.

We record transactions under the Sales Agreement on a settlement date basis.

All legal fees and accounting expenses incurred in connection with the Sales Agreement are recorded as Deferred Offering Costs and are amortized to Additional

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VISTAGEN THERAPEUTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Paid-in Capital as sales of shares are made under the Sales Agreement.

With execution of the Sales Agreement and subsequent amendment, we incurred legal fees and accounting expenses aggregating approximately $ 0.8 million, of which approximately $ 0.3 million and $ 0 were amortized to additional paid-in capital during the year ending March 31, 2024 and 2023, respectively.

All legal fees and accounting expenses incurred in connection with the Sales Agreement are recorded as Deferred Offering Costs and are amortized to Additional Paid-in Capital as sales of shares are made under the Sales Agreement.

The Sales Agreement will terminate upon the earlier of (i) the sale of all shares subject to the Sales Agreement or (ii) the termination of the Sales Agreement by Jefferies or by us, as permitted.

Warrant Exercises, Expirations and Modifications

There were no warrant exercises during the years ended March 31, 2024 and 2023 .

Warrants to purchase 263,510 shares of our common stock at a weighted average exercise price of $ 48.94 per share expired unexercised during the year ended March 31, 2023.

At March 31, 2025, the following common stock warrants were outstanding:

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12,352 $ 21.900 7/25/2025

2,788,620 $ 0.001 N/A

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11,265,086 $ 8.877 10/4/2028

(a) The warrants will expire 60 days after the later of (i) the date on which the Company first publicly discloses, whether by press release or Form 8-K filing, the top-line data for its PALISADE-3 Phase 3 clinical trial of fasedienol for the acute treatment of anxiety in adults with SAD and (ii) the date on which the Company first publicly discloses, whether by press release or Form 8-K filing, the top-line data for its PALISADE-4 Phase 3 clinical trial of fasedienol for the acute treatment of anxiety in adults with SAD.

VISTAGEN THERAPEUTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

and (ii) the date on which the Company first publicly discloses, whether by press release or Form 8-K filing, the top-line data for its PALISADE-4 Phase 3 clinical trial of fasedienol for the acute treatment of anxiety in adults with SAD.

The weighted average exercise price of all outstanding warrants at March 31, 2025 is $ 6.43 per share.

No outstanding warrant is subject to any down-round anti-dilution protection feature.

All outstanding warrants are exercisable by the holders only by payment in cash of the stated exercise price per share.

All outstanding warrants are exercisable by the holders only by payment in cash of the stated exercise price per share, except the Pre-Funded Warrants and the T2 Warrants issued in connection with the October 2023 Public Offering, which may be exercised through a cashless exercise, via exchange of a portion of warrants to cover the exercise price.

In October 2024, Pre-Funded Warrants to purchase 788,620 shares of common stock were exercised on a cashless basis, resulting in the issuance of 788,359 shares of common stock.

There were no warrant exercises during the year ended March 31, 2024.

In December 2024, 33,334 warrants to purchase common stock, with an exercise price of $ 15.00 per share, expired.

During the year ended March 31, 2024, 263,510 warrants to purchase common stock, with a weighted average exercise price of $ 48.94 per share, expired.

Reserved Shares

The Company had the following shares of common stock reserved for future issuance:

We had the following shares of common stock reserved for future issuance:

As of March 31,

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At March 31, 2025, we have 217,905,705 authorized shares of our common stock not subject to reserves and available for future issuance.

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VISTAGEN THERAPEUTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Stock-Based Compensation

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The 2019 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards.

VISTAGEN THERAPEUTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On June 28, 2021, our Board approved and, at our Annual Meeting of Stockholders on September 17, 2021, our stockholders approved certain amendments to the 2019 Plan (Amended 2019 Plan).

Upon approval of the Amended 2019 Plan by our stockholders, the total number of shares authorized to be issued under the 2019 Plan increased to 600,000 shares.

At March 31, 2024, there were 466,438 registered shares of our common stock remaining available for grant under the Amended 2019 Plan.

On April 3, 2024, the Company granted 436,000 options to employees with a weighted average exercise price of $ 5.38 .

Awards granted under the Company’s equity plans expire no later than 10 years from the date of grant.

On May 29, 2024, our Board and stockholders approved certain amendments to the 2019 Plan (Amended and Restated 2019 Plan).

Upon approval of the Amended and Restated 2019 Plan by our stockholders, the total number of shares authorized to be issued under the 2019 Plan increased to 5,000,000 shares.

At March 31, 2025, there were 2,010,984 registered shares of our common stock remaining available for grant under the Amended and Restated 2019 Plan.

Awards granted under our equity plans expire no later than 10 years from the date of grant.

Options and restricted stock granted to employees typically vest over a four-year period but may have been granted with different vesting terms.

A summary of the Company’s stock option activity for the year ended March 31, 2024 is as follows (in thousands, except share and per share data and years):

A summary of our stock option activity for the year ended March 31, 2025 is as follows (in thousands, except share and per share data and years):

Options Weighted-Average

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Stock-Based Compensation Expense

The fair value of stock options was estimated using the following assumptions (excluding option modifications):

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VISTAGEN THERAPEUTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Year Ended December 31,

The fair value of stock options granted was estimated using the following assumptions:

Year Ended March 31,

Risk-free interest rate 3.5 % - 4.5 %

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Total stock-based compensation expense $ 4,315 $ 2,182

VISTAGEN THERAPEUTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The weighted-average grant date fair value of options granted for the years ended March 31, 2025 and 2024 was $ 3.45 and $ 4.40 per share, respectively.

For the years ended March 31, 2025 and 2024, the total fair value of options vested was $ 4.0 million and $ 2.3 million, respectively.

The aggregate intrinsic value of options exercised for the years ended March 31, 2024 and 2023 was $ 0 and $ 0.1 million, respectively.

The aggregate intrinsic value of options exercised for the years ended March 31, 2025 and 2024 was $ 0 .

As of March 31, 2025, total compensation cost not yet recognized related to unvested stock options was $ 6.4 million, which is expected to be recognized over a weighted-average period of 2.1 years.

Option Modifications

On September 12, 2022, outstanding options to purchase an aggregate of 44,071 shares of our common stock previously granted to a terminated employee and otherwise set to expire on September 13, 2022, were modified to extend the exercisability of such options for a period of 90 days.

No other term of the options, including exercise price, was modified.

The option modification resulted in incremental expense of $ 0.1 million which was recognized during the year ended March 31, 2023.

These options were subsequently modified on December 12, 2022, to extend the exercisability of such options through March 31, 2023, resulting in immaterial incremental expense.

2019 Employee Stock Purchase Plan

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A maximum of 33,334 shares of our common stock were originally reserved for purchase under the 2019 ESPP.

In May 2024, the 2019 ESPP was amended to increase the shares authorized to be issued under the 2019 ESPP to 1,000,000 shares.

The 2019 ESPP permits eligible employees who elect to participate in an offering under the 2019 ESPP to have up to 15 % of their eligible earnings withheld, subject to certain limitations, to purchase shares of common stock pursuant to the 2019 ESPP.

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Each offering period is six months , with new offering periods commencing every six months on or about the dates of January 1 and July 1 of each year.

During the years ended March 31, 2024 and 2023, the Company issued 4,843 and 5,167 shares, respectively, of common stock in connection with the 2019 ESPP.

During the years ended March 31, 2025 and 2024, we issued 74,804 and 4,843 shares, respectively, of common stock in connection with the 2019 ESPP.

As of March 31, 2025, there were 911,342 shares available for future purchase under the 2019 ESPP.

During the years ended March 31, 2024 and 2023, the Company recognized an immaterial amount of expense under the 2019 ESPP.

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VISTAGEN THERAPEUTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During the years ended March 31, 2025 and 2024, we recognized an immaterial amount of expense under the 2019 ESPP.

We had no current or deferred federal and state income tax expense or benefit for the year ended March 31, 2025, because we generated net operating losses, and currently management does not believe it is more likely than not that the net operating losses will be realized.

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Income tax expense 0.00 % 0.00 %

VISTAGEN THERAPEUTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

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Deferred tax liabilities:

Intangibles ( 12 ) —

Basis differences in property and equipment ( 12 ) ( 20 )

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Net deferred tax asset (liability) $ — $ —

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VISTAGEN THERAPEUTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain.

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federal and state income tax examinations by tax authorities for tax years 2004 through 2025 due to net operating losses that are being carried forward for tax purposes, but we are not currently under examination by tax authorities in any jurisdiction.

VISTAGEN THERAPEUTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Uncertain Tax Positions

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We do not anticipate any significant changes in our uncertain tax positions within twelve months of this reporting date.

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VISTAGEN THERAPEUTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Sublicense and Collaborative Agreements

The following table presents changes in the balances of receivables and contract liabilities related to strategic collaboration agreements during the year ended March 31, 2024 (in thousands):

The following table presents changes in contract assets and liabilities during the year ended March 31, 2025 (in thousands).

Contract acquisition costs are included as a component of other assets on our consolidated balance sheets.

March 31, 2024 Additions Deductions Balance at

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AffaMed Agreement

On June 24, 2020, we entered into a license and collaboration agreement with EverInsight Therapeutics Inc.

(EverInsight).

Subsequent to entering into the agreement with EverInsight, in October 2020, EverInsight merged with AffaMed Therapeutics, Inc., which as a combined entity is focusing on developing and commercializing therapeutics to address ophthalmologic and neurological disorders in Greater China (which includes Mainland China, Hong Kong, Macau and Taiwan) and beyond.

Accordingly, we are now referring to EverInsight as AffaMed and the agreement originally entered into with EverInsight as the AffaMed Agreement.

Under the AffaMed Agreement, we granted AffaMed an exclusive license to develop and commercialize fasedienol for SAD and other anxiety-related disorders in Greater China, South Korea and Southeast Asia (which includes Indonesia, Malaysia, Philippines, Thailand and Vietnam) (collectively, the Territory).

We retain exclusive development and commercialization rights for fasedienol in the U.S.

and throughout the rest of the world.

Under the terms of the AffaMed Agreement, AffaMed is responsible for all costs related to developing, obtaining regulatory approval of, and commercializing fasedienol for treatment of SAD, and potentially other anxiety-related indications, in the Territory.

In June 2020, we entered into a license and collaboration agreement (the AffaMed Agreement) with EverInsight Therapeutics Inc., a company incorporated under the laws of the British Virgin Islands, now AffaMed Therapeutics, Inc.

(AffaMed), pursuant to which we granted AffaMed an exclusive license to develop and commercialize fasedienol for social anxiety disorder (SAD) and potentially other anxiety-related disorders in Greater China, South Korea and Southeast Asia (which includes Indonesia, Malaysia, Philippines, Thailand and Vietnam) (collectively, the Territory).

AffaMed is responsible for all costs related to developing, obtaining regulatory approval of, and commercializing fasedienol for treatment of SAD, and potentially other anxiety-related indications, in the Territory.

A joint development committee has been established between AffaMed and us to coordinate and review the development and commercialization plans with respect to fasedienol in the Territory.

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We will transfer all development data (nonclinical and clinical data) and our regulatory documentation related to fasedienol throughout the term as it is developed or generated or otherwise comes into our control.

We will grant to AffaMed a Right of Reference to our regulatory documentation and our development data.

We will grant to AffaMed a Right of Reference to our regulatory documentation and our development data, but retain exclusive development and commercialization rights for fasedienol in the U.S.

and throughout the rest of the world outside the Territory.

VISTAGEN THERAPEUTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Under the terms of the AffaMed Agreement, AffaMed paid us a non-refundable upfront license payment of $ 5.0 million in August 2020.

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We have determined that we have one combined performance obligation for the license to develop and commercialize fasedienol in the Territory and related development and regulatory services.

In addition, AffaMed has an option that may create manufacturing obligations for us during development if exercised by AffaMed.

In addition, AffaMed has an option that, if exercised by Affamed, could create manufacturing obligations for us during development upon exercise.

This option for manufacturing services was evaluated and determined not to include a material right.

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The royalties were excluded from the initial transaction price because they relate to a license of intellectual property and are subject to the royalty constraint.

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VISTAGEN THERAPEUTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

We recognize revenue as the combined performance obligation is satisfied over time using an output method.

Significant management judgment is required to determine the level of effort attributable to the performance obligation included in the AffaMed Agreement and the period over which we expect to complete our performance obligation under the arrangement.

The performance period or measure of progress was estimated at the inception of the arrangement and is re-evaluated in subsequent reporting periods.

We recognize revenue as the combined performance obligation is satisfied over time using an input method.

Judgment is required to determine the level of effort attributable to the performance obligation included in the AffaMed Agreement and the period over which we expect to complete our performance obligation.

The performance period or measure of progress was estimated at the inception of the Affamed Agreement and is re-evaluated in subsequent reporting periods.

This re-evaluation may shorten or lengthen the period over which we recognize revenue.

Because our PALISADE-1 trial did not meet its primary efficacy endpoint and due to the resulting anticipated delay in subsequent clinical and regulatory processes for fasdienol, at September 30, 2023, we estimated that our performance obligation under the AffaMed Agreement will be completed at the end of calendar 2026 rather than mid-calendar 2024.

We have not subsequently revised our estimate, however, we will further adjust our estimates, as necessary, in subsequent periods as we obtain additional information on which to base our projections, including our ability to finance future clinical trials and satisfy other NDA-enabling requirements and/or our prospects for partnering future development of fasedienol in SAD with other entities.

Contract acquisition costs and deferred revenue was $ 0.2 million and $ 2.8 million, respectively, as of March 31, 2022.

As a result of the change in our estimate of the time required to complete our performance obligation, we recorded a cumulative catch-up adjustment for the quarter ending September 30, 2022 pursuant to which we de-recognized $ 0.9 million of previously recognized revenue, resulting in a $ 0.2 million net de-recognition of income for the year ended March 31, 2023.

During the year ended March 31, 2024, we recognized revenue of $ 0.9 million related to the performance obligation under the AffaMed Agreement, all of which was included in the liability balance at the beginning of the period.

At March 31, 2024, the aggregate amount of the transaction price allocated to the remaining performance obligation (deferred revenue) is $ 2.2 million which will be recognized as revenue as our performance obligation is completed.

Contract Acquisition Costs

During the quarter ended September 30, 2020, we made cash payments aggregating $ 0.4 million for sublicense fees, which we were obligated to make pursuant to our fasedienol license from Pherin, and fees for consulting services exclusively related to the AffaMed Agreement.

Additionally, on June 24, 2020, we issued 7,788 unregistered shares of our common stock, valued at $ 0.1 million, as partial compensation for consulting services exclusively related to the AffaMed Agreement.

These sublicense fees and consulting payments and the fair value of the common stock issued, aggregating $ 0.5 million, were capitalized as deferred contract acquisition costs in our Consolidated Balance Sheets.

Similar to the related deferred revenue, capitalized contract acquisition costs are amortized over the periods during which we expect to satisfy the performance obligation under the AffaMed Agreement.

As with deferred revenue, we recorded a cumulative catch-up adjustment in September 2023 pursuant to which we reversed $ 0.1 million of previously recognized contract acquisition cost expense related to the reassessment of the timeline for satisfying our performance obligation.

As of March 31, 2025 and 2024, we had short-term deferred revenue of $ 1.3 million and $ 0.8 million, respectively, and long-term deferred revenue of $ 0.4 million and $ 1.4 million, respectively, related to the Affamed Agreement.

During the year ended March 31, 2025, we recognized revenue of $ 0.5 million related to the performance obligation under the AffaMed Agreement, as compared to $ 0.9 million during the year ended March 31, 2024, all of which was included in the liability balance at the beginning of the period.

The remaining deferred revenue under the AffaMed Agreement will be recognized over the expected remaining contractual term.

Contract Acquisition Costs Related to the Affamed Agreement

In 2020, we made cash payments to Pherin aggregating $ 0.4 million for sublicense fees and consulting services exclusively related to the AffaMed Agreement.

Additionally, in 2020 we issued 7,788 unregistered shares of our common stock, valued at $ 0.1 million, as partial compensation for consulting services exclusively related to the AffaMed Agreement.

These sublicense fees and consulting payments and the fair value of the common stock issued, aggregating $ 0.5 million, were capitalized as other assets in our Consolidated Balance Sheets.

Amortization expense related to the contract acquisition costs was immaterial for the years ended March 31, 2025 and 2024.

Unless earlier terminated due to certain material breaches of the contract, or otherwise, the AffaMed Agreement will expire on a jurisdiction-by-jurisdiction basis until the latest to occur of the expiration of the last valid claim under a licensed patent of fasedienol in such jurisdiction, the expiration of regulatory exclusivity in such jurisdiction or ten years after the first commercial sale of fasedienol in such jurisdiction.

The AffaMed Agreement will expire on a jurisdiction-by-jurisdiction basis upon the latest to occur of expiration of the last valid claim under a licensed patent of fasedienol in such jurisdiction, the expiration of regulatory exclusivity in such jurisdiction or ten years after the first commercial sale of fasedienol in such jurisdiction.

Fuji Pharma Agreement

On September 1, 2023, we entered into an Exclusive Negotiation Agreement (the Negotiation Agreement) with Fuji Pharma Co., Ltd.

(Fuji Pharma), a Tokyo Stock Exchange-listed, Japan-based pharmaceutical company.

Pursuant to the terms and conditions of the Negotiation Agreement, we agreed, for a limited period of time, to negotiate exclusively with Fuji Pharma for a potential exclusive license agreement to develop and commercialize our PH80 product candidate in Japan (the Potential Definitive Agreement).

The Negotiation Agreement provides for an exclusive negotiation period beginning on the date of formal written notice being received by Fuji Pharma that we have selected a contract development and manufacturing organization to conduct preclinical toxicology studies for the product candidate (the Payment Event), and terminating on the later to occur of (i) fourteen ( 14 ) months from the date of the Payment Event or (ii) ninety ( 90 ) days from the date that the U.S.

Food and Drug Administration accepts an Investigational New Drug application for PH80 for the treatment of vasomotor symptoms (hot flashes) due to menopause (the Exclusive Negotiation Period).

As consideration for the Exclusive Negotiation Period, Fuji Pharma agreed to make a payment to us of $ 1.5 million (the Purchase Price), payable upon occurrence of the Payment Event.

The Payment Event occurred in October 2023, and we received payment of the Purchase Price in full in November 2023.

The Purchase Price is non-refundable, except upon a material breach of the Negotiation Agreement by the Company;

however, should the Company and Fuji Pharma enter into

T a b l e o f C o n t e n t s

(Fuji Pharma), a Tokyo Stock Exchange-listed, Japan-based pharmaceutical company with a significant research, development, and commercial focus on pharmacological therapies for women’s health conditions.

PH80, our clinical-stage pherine product candidate focused primarily on the treatment of vasomotor symptoms (hot flashes) associated with menopause (the Potential Definitive Agreement).

The Negotiation Agreement provides for an exclusive negotiation period beginning on the date of formal written notice being received by Fuji Pharma that we have selected a contract development and manufacturing organization to conduct preclinical toxicology studies for PH80 (the Payment Event), and terminating on the later to occur of (i) fourteen ( 14 ) months from the date of the Payment Event or (ii) ninety ( 90 ) days from the date that the U.S.

Food and Drug Administration accepts our PH80 U.S.

Investigational New Drug (IND) application for

VISTAGEN THERAPEUTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

the Potential Definitive Agreement, the Purchase Price will be creditable against any upfront fee due in connection with the execution of such agreement.

clinical development of PH80 in the U.S.

for the treatment of vasomotor symptoms (hot flashes) due to menopause (the Exclusive Negotiation Period).

As consideration for the Exclusive Negotiation Period, Fuji Pharma agreed to make a payment to us of $ 1.5 million (Purchase Price), payable upon occurrence of the Payment Event.

The Payment Event occurred in October 2023, and we received payment of the Purchase Price in full in November 2023.

The Purchase Price is non-refundable, except upon a material breach of the Negotiation Agreement by the Company;

however, should the Company and Fuji Pharma enter into the Potential Definitive Agreement, the Purchase Price will be creditable against any upfront fee due in connection with the execution of such Potential Definitive Agreement.

Neither the Company nor Fuji Pharma is obligated to enter into the Potential Definitive Agreement, and if the Company and Fuji Pharma have not entered into the Potential Definitive Agreement on or before the end of the Exclusive Negotiation Period, either the Company or Fuji Pharma may terminate any further negotiations.

As of March 31, 2025, the entire amount remaining unrecognized under the Negotiation Agreement of $ 1.3 million was classified as short term, as a component of deferred revenue, current portion, on the consolidated balance sheets.

During the year ended March 31, 2025, we recognized no revenue under the Negotiation Agreement.

During the year ended March 31, 2024, we recognized an immaterial amount of revenue under the Negotiation Agreement.

The remaining deferred revenue under the Negotiation Agreement will be recognized upon termination of the Exclusive Negotiation Period, or accounted for as a creditable prepayment under ASC 606, should an exclusive license agreement be reached with Fuji Pharma prior to the date of termination.

During the year ended March 31, 2024, we recognized an immaterial amount of revenue, at the inception of the Negotiation Agreement.

The remaining deferred revenue under the Negotiation Agreement will be recognized upon termination of the Exclusive Negotiation Period, which is currently expected in April 2025, or accounted for as a creditable prepayment under ASC 606, should an exclusive license agreement be reached with Fuji Pharma prior to the date of termination.

Remaining deferred revenue under the Negotiation Agreement of $ 1.3 million is reflected as non-current on the consolidated balance sheets as of March 31, 2024.

The remaining deferred revenue under the Negotiation Agreement will be recognized upon termination of the Exclusive Negotiation Period, which is currently expected in January 2026, or accounted for as a creditable prepayment under ASC 606, should an exclusive license agreement be reached with Fuji Pharma prior to the date of termination.

Remaining deferred revenue under the Negotiation Agreement of $ 1.3 million is reflected as deferred revenue current-portion on the consolidated balance sheets as of March 31, 2025.

Related Party Transactions

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Dotson, to assist in transition matters related to the employment of our new Chief Financial Officer.

During the year ended March 31, 2024, we recorded expense under the agreement of $ 170,000 .

Pursuant to the agreement, Mr.

Dotson received an initial payment of $ 100,000 and $ 10,000 per month from September 2023 through August 2024.

In August 2024, the agreement was amended to extend the expiration date to March 31, 2025, and subsequently amended to extend the expiration to September 30, 2025.

During the years ended March 31, 2025 and 2024, we recorded expense under the agreement of $ 120,000 and $ 170,000 , respectively.

In January 2022, we entered into a consulting agreement with FitzPatrick Co.

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Commitments, Contingencies, Guarantees and Indemnifications

From time to time, we may be party to litigation, arbitration or other legal proceedings in the course of our business.

From time to time, we may be party to litigation, arbitration or other legal proceedings in the course of our business, such as the civil action filed against the Company and its Board of Directors, certain of its executive officers, professional services and financial advisors, and industry analysts in the United States District Court for the Northern District of California (Case No.

4:25-cv-01510) on February 13, 2025, by two purported stockholders seeking compensatory and

VISTAGEN THERAPEUTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

punitive damages, as well as fees and costs, which the Company believes are wholly without merit, and intends to vigorously defend itself.

The outcome of any such legal proceedings, regardless of the merits, is inherently uncertain.

1 unchanged sentence

If we were unable to prevail in any such legal proceedings, our business, results of operations, liquidity, and financial condition could be adversely affected.

Segment Information

We operates in one operating segment, which includes all activities related to the discovery and development of our clinical and preclinical product candidates, for the purposes of assessing performance, making operating decisions, and allocating our resources.

Our chief operating decision maker (CODM) is its chief executive officer, who considers internal budgets and cash forecast models to guide resource allocation and evaluate cash requirements associated with conducting research and development activities, which includes evaluating the progress of ongoing clinical trials and the planning and execution of current and future research and development activities.

The CODM also monitors the cash, cash equivalents and short-term investments as reported on the our consolidated balance sheets to determine the sufficiency of cash resources to support those functions.

The measure of segment assets is reported on the consolidated balance sheets as total consolidated assets, and segment loss is reflected as net loss in the our consolidated statements of operations and comprehensive loss, effectively mirroring the our overall financial position due to its single-segment structure.

Subsequent Events

We have evaluated subsequent events through the date of this Annual Report and have identified the following material events and transactions that occurred after March 31, 2024:

Special Meeting of Stockholders

On May 29, 2024, we held a special meeting of stockholders (the Special Meeting) during which our stockholders approved of two items:

(i) an amendment to our Amended 2019 Plan to increase the number of shares available for issuance thereunder to 5,000,000 shares, and (ii) an amendment to our 2019 ESPP to increase the number of shares available for issuance thereunder to 1,000,000 shares.

T a b l e o f C o n t e n t s

We have evaluated subsequent events through the date on which the consolidated financial statements were issued, and have concluded that no subsequent events have occurred that require disclosure .

VISTAGEN THERAPEUTICS, INC.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data