Vistagen Therapeutics Files 8-K on Officer/Director Changes

TL;DR

VTGN filed an 8-K detailing leadership changes and votes - keep an eye on governance.

AI Summary

Vistagen Therapeutics, Inc. filed an 8-K on September 15, 2025, reporting on events that occurred on September 9, 2025. The filing includes information regarding the departure of directors or certain officers, the election of directors, the appointment of certain officers, and compensatory arrangements. It also covers the submission of matters to a vote of security holders and financial statements and exhibits.

Why It Matters

This filing indicates potential shifts in the company's leadership and governance structure, which could impact strategic direction and operational oversight.

Risk Assessment

Risk Level: medium — Changes in directors or officers can signal internal shifts or strategic realignments that may affect the company's future performance.

Key Players & Entities

• Vistagen Therapeutics, Inc. (company) — Registrant
• September 9, 2025 (date) — Earliest event reported
• September 15, 2025 (date) — Filing date
• Nevada (jurisdiction) — State of incorporation
• 343 Allerton Ave. (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 per share VTGN Nasdaq Capital Market

Filing Documents

• vtgn-20250909.htm (8-K) — 43KB
• 0001411685-25-000081.txt ( ) — 158KB
• vtgn-20250909.xsd (EX-101.SCH) — 2KB
• vtgn-20250909_lab.xml (EX-101.LAB) — 21KB
• vtgn-20250909_pre.xml (EX-101.PRE) — 12KB
• vtgn-20250909_htm.xml (XML) — 3KB

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On September 9, 2025, the Company held its 2025 Annual Meeting of Stockholders (the " 2025 Annual Meeting "). At the 2025 Annual Meeting, as set forth below, the Company's stockholders: (i) elected each of the six director nominees to the Company's Board of Directors (the " Board "); (ii) approved, on an advisory basis, the compensation paid to the Company's named executive officers; and (iii) ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the Company's fiscal year ending March 31, 2026. The matters voted upon at the 2025 Annual Meeting and the results of the voting by the Company's stockholders are as follows: Proposal No. 1 – Election of Directors For Withheld Margaret M. FitzPatrick, M.A. Chair and Independent Director 12,221,441 580,280 Ann M. Cunningham, MBA Non-Independent Director 12,297,524 504,197 Joanne Curley, Ph.D. Independent Director 12,403,087 398,634 Mary L. Rotunno, J.D. Independent Director 12,394,003 407,718 Jon S. Saxe, J.D., LL.M. Independent Director 12,399,240 402,481 Shawn K. Singh, J.D. President, Chief Executive Officer and Director 12,375,527 426,194 Members of the Board are elected by a plurality of the votes cast. Accordingly, each of the director nominees named above was elected to serve on the Board until the Company's 2026 Annual Meeting of Stockholders, or until her or his successor is elected and qualified. Proposal No. 2 – Non-Binding Advisory Vote to Approve Executive Compensation (Say-on-Pay Proposal) For Against Abstain Votes 11,482,372 299,397 1,019,952 The vote required to approve the non-binding advisory vote on executive compensation paid to the Company's named executive officers was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, the Company's stockholders approved, on a non-binding advisory basis, the compensation paid to the Company's

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Index Exhibit No. Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward-looking Statements

Forward-looking Statements This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws, including statements related to the search for a successor for Ms. Anderson, the Company's intention to enter into a consulting services agreement with Ms. Anderson, and the provision of advisory services by Ms. Anderson. In some cases, you can identify forward-looking statements by the use of words such as "may," "could," "expect," "project," "outlook," "strategy," "intend," "plan," "seek," "anticipate," "believe," "estimate," "predict," "potential," "strive," "goal," "continue," "likely," "will," "would" and variations of these terms and similar expressions, or the negative of these terms or similar expressions. These forward-looking statements involve known and unknown risks that are difficult to predict and include all matters that are not historical facts. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain. Risks that may impact the outcome of these forward-looking statements are more fully discussed in the section entitled "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2025, and Quarterly Report on Form 10-Q for the period ended June 30, 2025, as well as discussions of potential risks, uncertainties, and other important factors in our other filings with the SEC. The Company's SEC filings are available on the SEC's website at www.sec.gov. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this report and should not be relied upon as representing the Company's views as of any subsequent date. The Company explicitly disclaims any obligation to update any forward-looking statements other than as may be required by law. If the Company does update one or more forward-looking statement

Signatures

Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Vistagen Therapeutics, Inc. Date: September 15, 2025 By: /s/ Shawn K. Singh Shawn K. Singh President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR