What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-06-15 compared with 2025-06-17 · 201 added, 189 removed, 597 unchanged (40% of the section changed)

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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.

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

and subsidiaries (the Company) as of March 31, 2026 and 2025, the related consolidated statement of operations and comprehensive loss, stockholders’ equity, and cash flows for each of the years in the two-year period ended March 31, 2026, 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, 2026 and 2025, and the results of its operations and its cash flows for each of the years in the two-year period ended March 31, 2026, in conformity with U.S.

generally accepted accounting principles.

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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.

As discussed in Note 2 to the consolidated financial statements, the Company has incurred recurring losses, 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.

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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.

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

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.

We conducted our audits 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.

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.

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.

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 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.

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 Matters

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June 15, 2026

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

VISTAGEN THERAPEUTICS, INC.

South San Francisco, California

Opinion on the Consolidated Financial Statements

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 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.

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.

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

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

/s/ WithumSmith+Brown, PC

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

We became the predecessor auditor in 2024.

San Francisco, California

June 11, 2024

PCAOB ID Number 100

VISTAGEN THERAPEUTICS, INC.

CONSOLIDATED BALANCE SHEETS

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Accrued expenses 8,755 8,810

Notes Payable 96 —

Deferred revenue - current portion 1,710 2,588

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( 3,968 ) ( 3,968 )

Accumulated other comprehensive gain 5 —

Accumulated other comprehensive gain (loss) ( 2 ) 5

Accumulated deficit ( 477,317 ) ( 407,632 )

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Net loss $ ( 69,685 ) $ ( 51,418 )

Unrealized gain on marketable securities $ 5 $ —

Unrealized gain (loss) on marketable securities $ ( 7 ) $ 5

Comprehensive loss $ ( 69,692 ) $ ( 51,413 )

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Common Stock Additional

Other Comprehensive Income Accumulated

Other Comprehensive Income (Loss) Accumulated

Deficit Total

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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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Sale of common stock pursuant to 2019 Employee Stock Purchase Plan 217,784 — 231 — — — 231

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

Unrealized loss on marketable securities available-for-sale, net — — — — ( 7 ) — ( 7 )

Issuance of common stock under Open Market Sale Agreement, net of issuance costs 10,403,244 11 30,575 — — — 30,586

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

Issuance of common stock upon exercise of stock options 2,330 — 8 — — — 8

Net loss — — — — — ( 69,685 ) ( 69,685 )

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Net proceeds from sale of common stock under Employee Stock Purchase Plan 231 201

Issuance of note payable for insurance policy 1,020 —

Repayment of note payable ( 925 ) —

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Cash and cash equivalents at end of period $ 30,789 $ 67,131

Supplemental disclosure of noncash activities:

Non-cash investing and financing activities:

Insurance premiums settled by issuing note payable $ — $ 879

Purchases of equipment included in accounts payable $ — $ 29

Supplemental disclosure of cash flow information:

Cash paid for interest $ 33 —

See accompanying notes to consolidated financial statements

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Description of Business

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.

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 potentially commercialize a new class of non-systemic intranasal product candidates called pherines.

Our clinical-stage neuroscience pipeline currently includes five clinical-stage intranasal pherine product candidates, each with a novel proposed mechanism of action (MOA) and at least one positive clinical study involving our targeted patient population.

Pherines rapidly, 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.

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

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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.

As of March 31, 2026 and 2025 , we had cash, cash equivalents, and marketable securities of $ 45.4 million and $ 80.5 million , respectively.

As of June 15, 2026 , the issuance date of the consolidated financial statements as of and for the year

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.

ended March 31, 2026 , 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 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.

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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.

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.

Estimates reflected 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, useful lives of property and equipment, deferred tax assets and liabilities and the related valuation allowance, and the assumptions used to value warrants.

We base our estimates on historical experience, known trends and other market-specific or other relevant factors that we believe to be reasonable under the circumstances.

Actual results could differ from those estimates.

Concentration of Credit Risk

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Property and equipment is stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets (generally three to ten years , or the remaining term of the lease).

Repairs and maintenance costs are expensed as incurred, while expenditures that extend the useful life of an asset or add new functionality are capitalized and depreciated over the remaining useful life of the related asset.

Impairment of Long-Lived Assets

We evaluate our long-lived assets, which consist of property and equipment, for impairment at least annually, or whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.

We evaluate our long-lived assets, which consist of property and equipment and right-of-use assets, whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.

Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset.

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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

VISTAGEN THERAPEUTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

paid-in capital.

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

Revenue Recognition

Under ASC Topic 606, we recognize revenue when our customer obtains control of promised goods or services, in an amount that reflects the consideration that we expect to receive in exchange for those goods or services.

Under ASC Topic 606, we recognize revenue when our customer obtains control of promised goods or services, in an amount that reflects the consideration that we expect to be entitled to in exchange for those goods or services.

To determine revenue recognition for arrangements that we determine are within the scope of Topic 606, we perform the following five steps:

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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.

We hold discussions with relevant employees and outside service providers as to assess the progress of clinical trials and services performed.

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

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Any change in these factors could result in the recognition of a tax benefit or an additional charge to the tax provision.

Effective April 1, 2025, we adopted ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , on a prospective basis.

ASU 2023-09 requires enhanced disclosures related to the effective tax rate reconciliation and income taxes paid.

The adoption resulted in expanded disclosures in Note 10, Income Taxes, and did not affect our consolidated financial position, results of operations, or cash flows.

At the inception of a contractual agreement, we determine whether the contract is or contains a lease, by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time.

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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.

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

We exclude 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.

We have not entered into any financing leases as of the balance sheet dates presented.

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.

We capitalize qualifying costs incurred during the application development stage related to software developed for internal-use and amortize 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.

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The fair value of stock options is estimated using a Black-Scholes valuation model on the date of grant.

This method requires certain assumptions be used as inputs, such as the fair value of the underlying common stock, expected term of the option before exercise, expected volatility of our common stock, risk-free interest rate and expected dividend.

This method requires that certain assumptions be used as inputs, such as the fair value of the underlying common stock, expected term

VISTAGEN THERAPEUTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

of the option before exercise, expected volatility of our common stock, risk-free interest rate and expected dividend.

Options granted have a maximum contractual term of ten years .

We have limited historical stock option activity and therefore estimates the expected term of stock options granted using the simplified method, which represents the arithmetic average of the original contractual term of the stock option and its weighted-average vesting term.

We have limited historical stock option activity and therefore estimate the expected term of stock options granted using the simplified method, which represents the arithmetic average of the original contractual term of the stock option and its weighted-average vesting term.

The expected volatility of stock options is estimated based on the average historical volatility of our own common stock.

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

treasury notes with maturities

VISTAGEN THERAPEUTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

approximately equal to the expected term of the stock options.

treasury notes with maturities 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

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.

A framework is used for measuring fair value utilizing a three-tier hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.

We measure certain assets and liabilities at fair value on a recurring basis.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date.

We use a three-tier fair value hierarchy to prioritize the inputs used in measuring fair value, which are as follows:

• Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities.

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The Pre-Funded Warrants associated with the October 2023 Public Offering (see Note 8 below) are considered outstanding shares in the basic earnings per share calculation given their nominal exercise price.

The net loss attributable to common stockholders is not allocated to the warrant holders as the holders of warrants do not have a contractual obligation to share in losses.

Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period.

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

The net loss attributable to common stockholders is

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.

not allocated to the warrant holders as the holders of warrants do not have a contractual obligation to share in losses.

Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period.

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.

Our potentially dilutive securities, including outstanding warrants to purchase common stock and outstanding stock options under 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.

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Recently Adopted Accounting Principles

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

In December 2023, the FASB issued ASU No.

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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.

The Company adopted ASU 2023-09 on a prospective basis effective April 1, 2025, resulting in enhanced income tax disclosures.

See Note 10, Income Taxes, for the enhanced disclosures required under ASU 2023-09.

Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires disaggregated disclosure of certain expense categories on the face of the income statement or in the notes.

ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and for interim reporting periods within annual reporting periods beginning after December 15, 2027.

For us, this means the standard will first apply to our annual financial statements for the year ending March 31, 2028, and to our interim financial statements beginning with the quarter ending June 30, 2028.

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.

We are currently evaluating the impact of adoption.

In September 2025, the FASB issued ASU 2025-06, Intangibles — Goodwill and Other Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software .

This guidance modernizes the accounting

VISTAGEN THERAPEUTICS, INC.

NOTES TO CONSOLIDATED 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.

framework for internal-use software by providing clearer criteria for capitalization, including the requirement to assess whether significant development uncertainty exists.

ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.

For us, this means the standard will first apply to our annual and interim financial statements beginning with the fiscal year ending March 31, 2029.

Early adoption is permitted.

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

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270) :

Narrow-Scope Improvements, which provides clarity on the required interim disclosures under Topic 270 by providing a comprehensive list of required interim disclosures, and clarifies the applicability of Topic 270.

ASU 2025-11 is effective for interim reporting periods within fiscal years beginning after December 15, 2027.

For us, this means the standard will first apply to our interim financial statements beginning with the quarter ending June 30, 2028.

ASU 2025-11 may be adopted on a prospective or retrospective basis, and early adoption is permitted.

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

In December 2025, the FASB issued ASU 2025-12, Codification Improvements , which includes 33 amendments to the Accounting Standards Codification intended to clarify existing guidance, correct technical errors, and address minor inconsistencies across a broad range of topics.

ASU 2025-12 is effective for the Company for annual reporting periods beginning after December 15, 2026.

For us, this means the standard will first apply to our annual financial statements for the year ending March 31, 2028.

Early adoption is permitted.

We have evaluated the amendments in ASU 2025-12 and do not expect adoption to have a material impact on our consolidated financial statements or disclosures.

We have considered all other recently issued accounting pronouncements and do not believe any are relevant to, or will have a material impact on, our consolidated financial position, results of operations, or cash flows other than those discussed above.

Fair Value Measurements

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

The following tables show our cash, cash equivalents and marketable securities at fair value as of March 31, 2026 and 2025 (in thousands):

March 31, 2026

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

Marketable securities

treasury securities — 13,351 — 13,351

Total $ 67,131 $ 13,351 $ — $ 80,482

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

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

We had no financial liabilities measured at fair value on a recurring basis at March 31, 2026 or 2025.

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):

VISTAGEN THERAPEUTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Our marketable securities consist solely of U.S.

Treasury notes, for which the expected credit loss is considered to be zero.

Accordingly, no allowance for credit losses has been recorded on our available-for-sale debt securities as of March 31, 2026 or 2025.

The following table summarizes our marketable securities as of March 31, 2026 and 2025 (in thousands):

March 31, 2026

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Total $ 14,616 $ 2 $ ( 4 ) $ 14,614

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

VISTAGEN THERAPEUTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Property and Equipment, Net

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Property and equipment, net $ 427 $ 476

We recognized depreciation expense of $ 150,000 and $ 127,000 for the years ended March 31, 2025 and 2024, respectively.

We recognized depreciation expense of $ 0.2 million and $ 0.2 million for the years ended March 31, 2026 and 2025, respectively.

Operating Lease

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For the purpose of determining the right-of-use asset and associated lease liability, we determined that we would likely exercise the five-year extension option through July 2027.

On October 14, 2021, we entered into an amendment to the lease (the Lease Amendment), pursuant to which the term of the lease was extended from August 1, 2022 to July 31, 2027.

On October 14, 2021, we entered into an amendment to the lease (the Lease Amendment), pursuant to which the term of the lease was

VISTAGEN THERAPEUTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

extended from August 1, 2022 to July 31, 2027.

Under the terms of the Lease Amendment, we have the option to renew the lease for an additional five-year term commencing on August 1, 2027.

We did not include the remaining renewal option in determining the lease term, as we were not reasonably certain to exercise either renewal option.

We did not include this renewal option in determining the lease term, as we were not reasonably certain to exercise either renewal option.

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

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Total lease cost $ 1,066 $ 954

VISTAGEN THERAPEUTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Maturities of lease liabilities as of March 31, 2026 were as follows (in thousands):

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Total accrued expenses $ 8,755 $ 8,810

In May 2023, we executed a 7.43 % promissory note in the principal amount of $ 0.9 million in connection with certain insurance policy renewal premiums.

The note was payable in monthly installments of $ 0.1 million, including principal and interest, through February 2024.

We paid this note in full in August 2023.

In May 2025, we executed a 6.54 % promissory note in the principal amount of $ 1.0 million in connection with certain insurance policy premiums.

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.

The note is payable in monthly installments of approximately $ 0.1 million, including principal and interest, through April 2026.

As of March 31, 2026, the outstanding balance related to the premium financing was approximately $ 0.1 million.

Interest accrued related to the premium financing arrangement was immaterial as of March 31, 2026.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Capital Stock

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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 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 (collectively, the Warrants) are fully exercisable, only at the option of the holder.

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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.

In February 2024, the aggregate gross proceeds available under the Sales Agreement was increased to $ 100 million, and in June 2025, the aggregate offering price available under the Sales Agreement was increased to up to $ 175 million.

As of March 31, 2026, approximately $ 140.5 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.

During the years ended March 31, 2026 and 2025, we sold an aggregate of 10,403,244 and 1,108,587 shares, respectively, under the Sales Agreement, for net proceeds of $ 30.6 million and $ 3.0 million, 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.

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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.

Refer to Note 15, Subsequent Events, for information regarding sales of common stock under the Sales Agreement after March 31, 2026.

VISTAGEN THERAPEUTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Warrant Exercises, Expirations and Modifications

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per share Expiration

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

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.

(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, which occurred in December 2025, 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, 2026 is $ 7.30 per share.

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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.

There were no warrants exercised during the year ended March 31, 2026.

During the year ended March 31, 2025, 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.

During the years ended March 31, 2026 and 2025, warrants to purchase 12,352 and 33,334 shares of common stock expired, with a weighted average exercise prices of $ 21.90 and $ 15.00 per share, respectively.

Reserved Shares

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As of March 31,

Issuance of common stock upon exercise of outstanding stock options under the Amended and Restated 2016 Stock Incentive Plan and the Amended and Restated 2019 Omnibus Equity Incentive Plan 3,239,642 815,357

Issuance of common stock upon exercise of outstanding warrants 43,907,097 43,952,783

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At March 31, 2026, we have 217,605,705 authorized shares of our common stock not subject to reserves and available for future issuance.

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.

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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).

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

VISTAGEN THERAPEUTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Year Ended March 31,

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Total stock-based compensation expense $ 3,997 $ 4,315

VISTAGEN THERAPEUTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The weighted-average grant date fair value of options granted for the years ended March 31, 2026 and 2025 was $ 2.21 and $ 3.45 per share, respectively.

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Our stockholders approved the 2019 ESPP at our annual meeting on September 5, 2019.

The 2019 ESPP is intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code.

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

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During the years ended March 31, 2026 and 2025, 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.

For the fiscal years ended March 31, 2026 and 2025, the Company's pre-tax loss of $ 69.7 million and $ 51.4 million, respectively, was derived entirely from U.S.

The Company had no foreign operations during either period.

For each of the fiscal years ended March 31, 2026 and 2025, income tax expense consisted of current state income tax expense of approximately $ 7,000 , with no federal, foreign or deferred income tax expense in either period.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Income tax expense (benefit) differed from the amounts computed by applying the statutory federal income tax rate of 21% to pretax income (loss) as a result of the following:

Year Ended March 31,

Amount % Amount %

Computed expected tax benefit $ ( 14,633 ) ( 21.00 ) % $ ( 10,798 ) ( 21.00 ) %

State income taxes, net of federal benefit 7 0.01 % 7 0.01 %

Tax effect of warrant modifications 0.00 % — %

Tax effect of research and development credits ( 748 ) ( 1.08 ) % ( 2,204 ) ( 4.29 ) %

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Tax effect of other non-deductible items 430 0.62 % 618 1.20 %

Expired net operating loss carryforwards 0.29 % 0.92 %

Change in valuation allowance (federal only) 13,998 20.09 % 11,923 23.20 %

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The 'All other' reconciling item for fiscal year 2026 consists of a return-to-provision adjustment relating to the difference between the estimated tax provision recorded as of March 31, 2025 and the actual amounts reflected in the fiscal year 2025 income tax return.

Income taxes paid, net of refunds received, for the years ended March 31, 2026 and 2025 were as follows (in thousands):

Year ended March 31,

Federal $ — $ —

Total income taxes paid, net of refunds $ 3 $ —

State and local income taxes paid during the fiscal year ended March 31, 2026 consisted primarily of income taxes paid to the Commonwealth of Massachusetts.

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 revenue — 632

Accruals and reserves 709 404

Accruals and other reserves 138 709

Total deferred tax assets 93,368 77,705

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Net deferred tax asset (liability) $ — $ —

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

Accordingly, the deferred tax assets have been fully offset by a valuation allowance.

The valuation allowance increased by $ 15.7 million and $ 17.2 million during the fiscal years ended March 31, 2026 and 2025, respectively.

We continually evaluates the likelihood of the realization of the deferred tax assets and adjusts the carrying amount of the deferred tax assets by the valuation allowance to the extent the future realization of the deferred tax assets is more likely than not.

We consider many factors when assessing the likelihood of future realization of its deferred tax assets, including its recent cumulative earnings experience by tax jurisdiction, expectation of future taxable income or loss, the carryforward periods available to us for tax reporting purposes and other relevant factors.

As of March 31, 2026, based on our history of earnings and its assessment of future earnings, management does not believe that it is more likely than not that future taxable income will be sufficient to realize the deferred tax assets.

Therefore, a full valuation allowance has been applied to the deferred tax assets.

VISTAGEN THERAPEUTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2026, we had U.S.

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As of March 31, 2026, we had state net operating loss carryforwards of approximately $ 63.7 million, which will expire in fiscal years ending in 2029 through 2045.

State net operating loss carryforwards of approximately $ 10.8 million will carry forward indefinitely.

We also have federal and state research and development tax credit carryforwards of approximately $ 8.6 million and $ 2.2 million, respectively.

The federal tax credits will expire at various dates beginning with our fiscal year ending March 31, 2029, unless previously utilized.

The federal tax credits will expire at various dates beginning with our fiscal year ending March 31, 2029 through March 31, 2045 unless previously utilized.

The state tax credits do not expire and will carry forward indefinitely until utilized.

The Tax Cuts and Jobs Act of 2017 (TCJA) made a significant change to Internal Revenue Code Section 174 that went into effect for taxable years beginning after December 31, 2021.

The change eliminated the ability to currently deduct research and development costs.

Instead, these costs must be capitalized and amortized.

As a result, we capitalized research and development costs of approximately $ 38.1 million for tax purposes for the year ended March 31, 2025.

federal and state tax laws include substantial restrictions on the utilization of net operating loss carryforwards in the event of a change in a corporation's ownership.

We have not performed a change in ownership analysis since our inception in 1998, and accordingly, some or all of our net operating loss carryforwards may not be available to offset future taxable income, if any

On July 4, 2025, the One Big Beautiful Bill was enacted (“OBBBA”), introducing significant and wide-ranging changes to the U.S.

federal tax system.

Significant components include restoration of 100% accelerated tax depreciation on qualifying property including expansion to cover qualified production property.

Another major aspect includes the return to immediate expensing of domestic research and experimental expenditures (“R&E”) which in some cases may include retroactive application back to 2021 for businesses with gross receipts of less than $31 million or accelerated tax deductions of R&E that was previously capitalized for larger businesses.

The legislation also reinstates EBITDA-based interest deductions for tax purposes and makes several business tax incentives permanent.

Less favorable business provisions include limitations on tax deductions for charitable contributions.

The provisions of OBBBA most relevant to us are the restoration of immediate expensing for domestic R&E expenditures and the related transition rules for amounts previously capitalized under TCJA.

For the fiscal year ended March 31, 2026, our first tax year subject to OBBBA, domestic R&E expenditures are currently deductible.

With respect to the remaining unamortized balance of domestic R&E previously capitalized for tax years 2022 through 2024, we elected to continue amortizing the balance over its remaining recovery period.

Because we maintain a full valuation allowance against its deferred tax assets, these changes did not result in a net income tax provision impact.

We have not yet evaluated whether it qualifies for the small-business retroactive expensing election under OBBBA, which is available to taxpayers with average annual gross receipts of $31 million or less.

The other significant provisions of OBBBA, including the changes to international tax rules (NCTI, FDDEI, and BEAT) and the modifications to Section 163(j) and bonus depreciation, do not have a material impact on us because it has no foreign operations, limited interest expense, and limited property and equipment.

We file income tax returns in the U.S.

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federal and state income tax examinations by tax authorities for tax years 2004 through 2026 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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Uncertain Tax Positions

As required by the uncertain tax position guidance in ASC No.

740, Income Taxes the we recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit.

For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority.

We applied the uncertain tax position guidance in ASC 740 to all tax positions for which the statute of limitations remained open.

Any estimates of tax contingencies contain assumptions and judgments about potential actions by taxing jurisdictions.

Any interest and penalties related to uncertain tax positions would be included as part of the income tax provision.

Our unrecognized tax benefits at March 31, 2026 and 2025 relate entirely to research and development tax credits.

The total amount of unrecognized tax benefits at March 31, 2026 and 2025 is $ 2.6 million and $ 2.4 million, respectively.

If recognized, none of the unrecognized tax benefits would impact our effective tax rate.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

recognized, none of the unrecognized tax benefits would impact our effective tax rate.

The following table summarizes the activity related to our unrecognized tax benefits (in thousands):

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Prior period position increases (decreases) — ( 3,329 )

Current period tax position increases 797 —

Current period tax position increases (decreases) 178 797

Unrecognized benefit - end of period $ 2,577 $ 2,399

Our conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analysis of or changes in tax laws, regulations and interpretations thereof as well as other factors.

Our policy is to recognize interest and penalties related to income taxes as components of interest expense and other expense, respectively.

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Additionally, upon successful development and commercialization of fasedienol in the Territory, we are eligible to receive milestone payments of up to $ 172.0 million.

Further, we are eligible to receive royalty payments on a country-by-country basis on net sales for the later of ten years or the expiration of market or regulatory exclusivity in the jurisdiction, except that payments will be reduced on a country-by-country basis in the event that there is no market exclusivity in the period.

Royalty payments may also be reduced if there is generic competitive product in the period.

Further, we are eligible to receive royalty payments on a country-by-country basis on net sales for the later of ten years or the expiration of market or regulatory exclusivity in the jurisdiction.

Royalty payments will be reduced in jurisdictions where there is no market exclusivity during the royalty period, and may be further reduced if there is generic competitive product present.

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.

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

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.

As of March 31, 2026 and 2025, we had short-term deferred revenue of $ 0.4 million and $ 1.3 million, respectively, related to the AffaMed Agreement.

We had no long-term deferred revenue related to the AffaMed Agreement as of March 31, 2026 as compared to $ 0.4 million as of March 31, 2025.

During the years ended March 31, 2026 and 2025, we recognized revenue of $ 1.3 million and $ 0.5 million, respectively, related to the performance obligation under the AffaMed Agreement, all of which was included in the deferred revenue balance at the beginning of each respective period.

The remaining deferred revenue under the AffaMed Agreement will be recognized over the expected performance period.

Contract Acquisition Costs Related to the Affamed Agreement

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(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.

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 PH80 in Japan.

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

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Food and Drug Administration accepts our PH80 U.S.

Investigational New Drug (IND) application for

Investigational New

VISTAGEN THERAPEUTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

clinical development of PH80 in the U.S.

Drug (IND) application for 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.

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.

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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 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.

As of March 31, 2026, the entire amount remaining unrecognized under the Negotiation Agreement of $ 1.3 million was classified as deferred revenue, current portion, on the consolidated balance sheets.

During the years ended March 31, 2026 and 2025, we recognized no revenue under the Negotiation Agreement.

The remaining deferred revenue under the Negotiation Agreement will be recognized upon expiration of the Exclusive Negotiation Period, which is currently expected in June 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 expiration.

Related Party Transactions

In August 2023, in connection with his retirement, we entered into a consulting agreement with our former Chief Financial Officer, Jerrold D.

In August 2023, in connection with his retirement, we entered into a consulting agreement, as subsequently amended, with our former Chief Financial Officer, Jerrold D.

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

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.

LLC, a consulting firm for which Margaret FitzPatrick, an independent member of our Board of Directors, is Managing Director, to provide corporate development and public relations advisory services.

The consulting agreement, as amended, was set to expire on December 31, 2023.

However, the Company and FitzPatrick Co.

LLC mutually agreed to conclude the term of the FitzPatrick Co.

Consulting Agreement effective October 1, 2023, as all matters set forth in the statement of work were completed as of that date.

We recorded expense of $ 0 and $ 70,000 for the years ended March 31, 2025 and 2024, respectively.

In November 2022, Ann Cunningham resigned as our Chief Commercial Officer to serve full-time as Managing Partner of i3 Strategy Partners, a pharmaceutical consulting firm founded by Ms.

i3 Strategy Partners began providing commercial planning advisory services to us pursuant to a consulting agreement, dated November 2022.

The consulting agreement expired on March 31, 2025.

We recorded expense under the consulting agreement of $ 0 and $ 200,000 for the years ended March 31, 2025 and 2024, respectively.

Cunningham remains a member of our Board of Directors.

The agreement currently expires December 31, 2026.

We incurred expenses under the agreement of $ 120,000 and $ 120,000 , during the years ended March 31, 2026 and 2025, respectively.

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, 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

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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.

From time to time, we may be party to litigation, arbitration or other legal proceedings in the course of our business, such as (i) 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 punitive damages, as well as fees and costs, (ii) the stockholder derivative action filed by the same purported stockholders in the District of Nevada (Case No.

2:26-cv-01128) on April 10, 2026, (iii) the punitive class action filed in the Northern District of California (Case No.

3:26-cv-00427) on January 15, 2026, and (iv) the stockholder derivative actions filed in the Northern District of California (Case Nos.

4:26-cv-02656 and 3:26-cv-04480) on March 26, 2026 and May 13, 2026, respectively.

The Company believes all allegations in these legal proceedings are wholly without merit, and intends to vigorously defend itself.

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

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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.

We operate as 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 our President and Chief Executive Officer.

The CODM regularly reviews total operating expenses, disaggregated into research and development expense and general and administrative expense, against budget and prior periods.

The CODM also monitors cash, cash equivalents, and marketable securities and internal cash forecasts to assess the sufficiency of cash resources to support our research and development activities.

The categories of significant expenses regularly provided to the CODM are reflected in our consolidated statements of operations and comprehensive loss.

VISTAGEN THERAPEUTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The measure of segment assets is reported on our consolidated balance sheets as total consolidated assets, and segment loss is reflected as net loss in our consolidated statements of operations and comprehensive loss.

Subsequent Events

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 .

We evaluated subsequent events through June 15, 2026, the date these consolidated financial statements were issued.

Sales Under the Open Market Sale Agreement

From April 1, 2026 through June 12, 2026, we sold an aggregate of 1,412,136 shares of common stock under the Sales Agreement at a weighted average price of $ 0.6052 per share and received net cash proceeds of approximately $ 833,000 .

VISTAGEN THERAPEUTICS, INC.

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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.

What changed 10-K

Item 8. Financial Statements and Supplementary Data