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Certain Relationships and Related Transactions, and Director Independence
−Removed: The information required by this Item is incorporated herein by reference to the information that will be contained in our proxy statement related to our 2024 Annual Meeting of Stockholders, which we will to file with the SEC on or before July 29, 2024.
+Added: The information required by this Item is incorporated herein by reference to the information that will be contained in our proxy statement related to our 2025 Annual Meeting of Stockholders, which we will file with the SEC on or before July 29, 2025.
Principal Accountant Fees and Services
+Added: Our independent registered public accounting firm is KPMG LLP, San Francisco, CA, Audit Firm ID:
The information required by this Item is incorporated herein by reference to the information that will be contained in our proxy statement related to our 2025 Annual Meeting of Stockholders, which we will file with the SEC on or before July 29, 2025.
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(a)(1) Financial Statements
−Removed: See Index to Financial Statements under Item 8 on page 78 of this Annual Report.
+Added: See Index to Financial Statements under Item 8 of this Annual Report.
(a)(2) Consolidated Financial Statement Schedules
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Articles of Merger filed with the Nevada Secretary of State on May 24, 2011, incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on May 31, 2011.
−Removed: Certificate of Designations Series A Preferred, incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 23, 2011.
−Removed: Certificate of Withdrawal of Certificate of Designation of the Relative Rights and Preferences of the Series A Convertible Preferred Stock, dated November 9, 2022, incorporated by reference from Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q, filed on November 10, 2022.
−Removed: Certificate of Designation of the Relative Rights and Preferences of the Series B 10% Convertible Preferred Stock of VistaGen Therapeutics, Inc., filed with the Nevada Secretary of State on May 7, 2015, incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 13, 2015.
−Removed: Certificate of Withdrawal of Certificate of Designation of the Relative Rights and Preferences of the 10% Convertible Series B Preferred Stock, dated November 9, 2022, incorporated by reference from Exhibit 3.3 to the Company’s Quarterly Report on Form 10-Q, filed on November 10, 2022.
−Removed: Certificate of Designation of the Relative Rights and Preferences of the Series C Convertible Preferred Stock of VistaGen Therapeutics, Inc., dated January 25, 2016, incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on January 29, 2016.
−Removed: Certificate of Withdrawal of Certificate of Designation of the Relative Rights and Preferences of the Series C Convertible Preferred Stock, dated November 9, 2022, incorporated by reference from Exhibit 3.4 to the Company’s Quarterly Report on Form 10-Q, filed on November 10, 2022.
Restated Articles of Incorporation of VistaGen Therapeutics, Inc., dated August 16, 2016, incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on August 17, 2016.
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incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on September 6, 2019.
−Removed: Certificate of Designation of the Relative Rights and Preferences of the Series D Convertible Preferred Stock of Vistagen Therapeutics, Inc., filed with the Nevada Secretary of State on December 21, 2020, incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 22, 2020.
−Removed: Certificate of Withdrawal of Certificate of Designation of the Relative Rights and Preferences of the Series D Convertible Preferred Stock, dated November 9, 2022, incorporated by reference from Exhibit 3.5 to the Company’s Quarterly Report on Form 10-Q, filed on November 10, 2022.
Certificate of Amendment to the Restated and Amended Articles of Incorporation, as amended, of VistaGen Therapeutics, Inc., dated March 5, 2021, incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on March 5, 2021.
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Form of T2 Warrant (October 2023 Public Offering), incorporated by reference from Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on October 4, 2023.
−Removed: Description of Registrant's Securities, filed herewith.
+Added: Description of Registrant's Securities, incorporated by reference from Exhibit 4.31 to the Company's Annual Report on Form 10-K filed on June 11, 2024.
Employment Agreement, by and between, Vistagen and Shawn K.
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2008 Stock Incentive Plan), incorporated by reference from Exhibit 10.122 to the Company’s Annual Report on Form 10-K filed on June 29, 2017.
−Removed: License Agreement (PH94B), by and between VistaGen Therapeutics, Inc.
−Removed: and Pherin Pharmaceuticals, Inc., dated September 11, 2018, incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 13, 2018
−Removed: Option Agreement, by and between the Company and Pherin Pharmaceuticals, Inc., dated September 11, 2018, incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 13, 2018.
−Removed: License Agreement (PH10), by and between the Company and Pherin Pharmaceuticals, Inc., dated October 24, 2018, incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q/A filed on October 30, 2018.
Indemnification Agreement, dated January 10, 2019, by and between the Company and Ann Cunningham, incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 15, 2019.
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and FitzPatrick & Co.
−Removed: LLC effective July 1, 2023, filed herewith.
+Added: LLC effective July 1, 2023, incorporated by reference from Exhibit 10.159 to the Company's Annual Report on Form 10-K filed on June 28, 2023.
Consulting Agreement between Vistagen Therapeutics, Inc and i3 Strategy, dated November 10, 2022, incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on November 10, 2022.
Indemnification Agreement, dated August 10, 2023, by and between Vistagen Therapeutics, Inc.
−Removed: and Cynthia Anderson, filed herewith.
+Added: and Cynthia Anderson, incorporated by reference from Exhibit 10.163 to the Company's Annual Report on Form 10-K filed on June 11, 2024.
Exclusive Negotiation Agreement, by and between Vistagen Therapeutics, Inc.
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and Joshua Prince, incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 26, 2023.
+Added: Code of Business Conduct, filed herewith.
+Added: Insider Trading Compliance Policy, filed herewith.
List of Subsidiaries, filed herewith.
Consent of WithumSmith+Brown, PC, Independent Registered Public Accounting Firm, filed herewith.
+Added: Consent of KPMG LLP, Independent Registered Public Accounting Firm, filed herewith.
Certification of the Company’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
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Certification of the Company’s Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
−Removed: Policy for Recovery of Erroneously Awarded Compensation, filed herewith.
+Added: Policy for Recovery of Erroneously Awarded Compensation, incorporated by reference from Exhibit 97.1 to the Company's Annual Report on Form 10-K filed on June 11, 2024.
101.INS The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
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* Incorporated by reference from the like-numbered exhibit filed with our Current Report on Form 8-K on May 16, 2011.
−Removed: + Confidential treatment has been granted for certain confidential portions of this agreement.
# Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit (indicated by “[*****]”) have been omitted as the Company has determined (i) the omitted information is not material and (ii) the omitted information would likely cause harm to the Company if publicly disclosed.
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June 17, 2025
−Removed: Chief Executive Officer
+Added: President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
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Signature Title Date
−Removed: Singh Chief Executive Officer and Director
+Added: Singh President and Chief Executive Officer and Director
June 17, 2025
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/s/ Cynthia L.
−Removed: Chief Financial Officer
+Added: Chief Financial Officer and Treasurer
June 17, 2025
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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.