Vistagen Therapeutics, Inc. 10-K

Item 3. Legal Proceedings Cesario et al. v. Vistagen Therapeutics, Inc. et al. ( Northern District of California ). On February 13, 2025, John Cesario and David Preka (the Cesario Plaintiffs) filed a civil action, pro se (i.e., acting on their own behalf rather than through an attorney), in the United States District Court for the Northern District of California (Case No. 4:25-cv-01510) (the Complaint) against the Company and its Board, certain of its executive officers, professional services and financial advisors, and industry analysts. The Cesario Plaintiffs filed an amended complaint on March 10, 2025 (the First Amended Complaint). On September 3, 2025, the Company filed a motion to dismiss the First Amended Complaint. On October 9, 2025, the Court granted the Cesario Plaintiffs leave to amend the First Amended Complaint, and on November 3, 2025, the Cesario Plaintiffs filed a proposed second amended complaint (the Second Amended Complaint). On December 4, 2025, the Court granted the Cesario Plaintiffs leave to file the Second Amended Complaint, and the Second Amended Complaint was filed with the Court on the same day. The Court also denied the Company’s motion to dismiss the First Amended Complaint as moot at the same time. On December 24, 2025, the Company filed a motion to dismiss the Second Amended Complaint. The Cesario Plaintiffs also purported to serve one of the Individual Defendants, Jon Saxe, who filed a motion to dismiss the Second Amended Complaint at the Court’s instruction on February 22, 2026. A court-ordered settlement conference is currently scheduled for June 15, 2026. A hearing on the Company and Mr. Saxe’s motions to dismiss the Second Amended Complaint is currently scheduled for July 14, 2026. The Cesario Plaintiffs seek compensatory and punitive damages, as well as fees and costs. The operative complaint alleges violations of Section 10(b) of the Exchange Act, and Rule 10b-5 promulgated thereunder, along with other causes of action. The Cesario Plaintiffs allege, among other things, that the Company, and certain of its executive officers, made misleading statements and material omissions in various public disclosures concerning clinical trials for certain of the Company’s product candidates, which they allege caused plaintiffs to incur compensable losses. The Complaint also alleges that the Board, certain of the Company’s professional and financial advisors, and industry analysts aided and abetted the alleged wrongful conduct. The Company believes all allegations asserted in the Complaint are wholly without merit, and intends to defend them vigorously. Cesario et al. v. Vistagen Therapeutics, Inc. et al. ( District of Nevada ). On April 10, 2026, the Cesario Plaintiffs filed a stockholder derivative action, pro se , in the District of Nevada (Case No. 2:26-cv-01128) against the Company, and certain current and former Board members, executive officers, Company employees and an advisor (the Cesario Derivative Complaint). On May 5, 2026, the Cesario Plaintiffs filed an amended derivative complaint (the Amended Cesario Derivative Complaint). The Cesario Plaintiffs purport to be current Company stockholders, and the allegations are primarily the same as those made in the Second Amended Complaint. The Company believes all allegations asserted in the Amended Cesario Derivative Complaint are wholly without merit, and intends to defend them vigorously. 80 Table of Contents Securities Class Action Lawsuit and Derivative Actions in the Northern District of California. On January 15, 2026, a putative class action complaint (the Class Action Complaint) was filed by alleged stockholder Dan Eller against the Company and certain of its executive officers (the Class Action Defendants) in the United States District Court for the Northern District of California, captioned Eller v. Vistagen Therapeutics, Inc. et al . (Case No. 3:26-cv-00427) (the Class Action). The Class Action Complaint alleges that the Class Action Defendants disseminated false and misleading statements and/or concealed material adverse facts concerning the Company’s PALISADE-3 Phase 3 clinical trial. The Class Action Complaint asserts claims under Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder. On April 16, 2026, the Court appointed a Lead Plaintiff. Lead Plaintiff seeks to represent a putative class of stockholders who purchased or otherwise acquired Company securities between April 1, 2024 and December 16, 2025, both dates inclusive. Plaintiff seeks unspecified damages. The Company believes all allegations asserted in the Class Action Complaint are wholly without merit, and intends to defend them vigorously. Two stockholder derivative actions were filed against the Company, as nominal defendant, and certain of the Company's current and former officers and directors, in the United States District Court for the Northern District of California, captioned Do v. Singh et al . (Case No. 4:26-cv-02656) (the Do Derivative Complaint), on March 26, 2026, and Strekal v. Singh et al . (Case No. 3:26-cv-04480), on May 13, 2026 (the Strekal Derivative Complaint and, together with the Do Derivative Complaint, the Derivative Complaints). The plaintiffs in both Derivative Complaints purport to be current Company stockholders, and the allegations are primarily the same as those made in the Class Action Complaint. A motion to relate the Derivative Actions to the Class Action is pending and, once granted, a stipulation consolidating the Derivative Actions and staying the consolidated Derivative Actions pending resolution of the Class Action will be filed with the Court. The Company believes all allegations asserted in the Derivative Complaints are wholly without merit, and intends to defend them vigorously. Additional lawsuits against the Company and certain of its officers or directors may be filed in the future. If additional similar complaints are filed, absent new or different allegations that are material, the Company will not necessarily announce such additional filings. Item 4. Mine Safety Disclosures Not applicable. 81 Table of Contents PART II