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Preliminary Proxy Statement

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Confidential, for Use of the SEC Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to 14a-12

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No fee required

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Fee paid previously with preliminary materials

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Sincerely,

/s/ Margaret FitzPatrick

Margaret FitzPatrick

Board Chair

1.

to approve an amendment to the Company’s Amended and Restated 2019 Omnibus Equity Incentive Plan, as amended (the 2019 Plan), to authorize an additional 4.0 million shares, which will increase the number of shares available for issuance under the 2019 Plan from 1.0 million to 5.0 million (the Plan Amendment Proposal);

2.

to approve an amendment to the Company’s 2019 Employee Stock Purchase Plan (the 2019 ESPP), to increase the number of shares of common stock authorized for issuance thereunder from 33,334 shares to 1.0 million shares (the ESPP Amendment Proposal); and

3.

to vote upon such other matters as may properly come before the Meeting or any adjournment or postponement of the Meeting.

YOUR VOTE IS IMPORTANT

All stockholders are cordially invited to attend the Meeting virtually. However, to ensure your representation at the Meeting, you are urged to vote by Internet, telephone or postal mail in advance of the Meeting, as promptly as possible. Submitting your votes in advance of the Meeting assures that a quorum will be present at the Meeting and will prevent the Company from incurring additional expenses for duplicate proxy solicitations. By following the procedures described in the section entitled “Voting” beginning on page 2 of the attached Proxy Statement, any stockholder attending the Special Meeting virtually may vote at the Meeting, even if he or she has returned a proxy prior to the Meeting.

By Order of the Board of Directors,

/s/ Jessica R. Haskell, J.D.

Jessica R. Haskell, J.D.

Vice President, Associate General Counsel

 and Corporate Secretary

Record Date and Shares

Outstanding

Each of the specific proposals to be considered and acted upon at the Special Meeting is described in this Proxy Statement.  Only holders of our common stock as of the close of business on the Record Date, April [•], 2024, are entitled to notice of and to vote at the Special Meeting.

On the Record Date, there were [•] shares of our common stock, par value $0.001 per share, issued and outstanding. Each holder of common stock is entitled to one vote for each share held as of the Record Date.

Quorum

Stockholder List

A list of registered stockholders as of the close of business on the Record Date will be open for examination by any stockholder for a period of ten days prior to the Special Meeting for a purpose pertaining to the Meeting by sending an email to corp.secretary@vistagen.com, stating the purpose of the request and providing proof of ownership of our common stock. This list will also be available for examination to stockholders of record during the Special Meeting webcast at: http://[•].

Attendance at Virtual

Special Meeting

We will host the Special Meeting live online, via Internet webcast. You may attend the Special Meeting virtually by visiting the following web address: http://[•].

The webcast will start at 10:00 a.m., Pacific Daylight Time, on Wednesday, May 29, 2024.   

To virtually attend the Special Meeting please go to http://[•]. You have the option to log in to the Special Meeting as a “stockholder” with a control number or as a “guest.” If you are a stockholder of record (i.e., if you hold your shares through Computershare, our registrar and transfer agent), you may log in to the Special Meeting as a stockholder using the control number which can be found on your Notice and proxy card. 

If you are not a stockholder of record (i.e. if you do not hold your shares through Computershare), but hold shares through an intermediary, such as a bank or broker, trustee or nominee (sometimes referred to as holding in “street name”), you may virtually attend the Special Meeting as “guest” by entering your name and email address. As a guest, you will have access to the Special Meeting materials and will be able to ask questions during the Meeting, but you will not be able to vote during the Special Meeting.

If you hold your shares through an intermediary, such as a bank or broker, and you desire to vote during the Special Meeting, you must obtain a legal proxy from your broker and then you must register in advance to virtually attend the Special Meeting as a stockholder. To register to attend the Special Meeting as a stockholder, you must provide proof of beneficial ownership as of the Record Date, such as an account statement, legal proxy from your broker, or similar evidence of ownership along with your name and email address to Computershare. Requests for Special Meeting registration of beneficial owners must be received no later than 5:00 p.m., Eastern Daylight Time, on May 22, 2024. You will receive confirmation of your Special Meeting registration by email after Computershare receives your registration materials. Requests for registration should be directed by email to legalproxy@computershare.com or by mail to Computershare, Vistagen Therapeutics, Inc. Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001. You will receive a confirmation email from Computershare of your Special Meeting registration and will receive a control number to enter the Meeting as a stockholder.

Whether you virtually attend the Special Meeting as a stockholder or as a guest, please allow yourself ample time for the online check-in procedures.

Questions at the Special

Meeting

If you wish to submit a question during the Meeting, you may log in online, and ask a question on our virtual Special Meeting platform at: http://[•].

Our virtual Special Meeting will be governed by our Rules of Conduct which will be available on the Special Meeting platform during the Meeting. The Rules of Conduct will address the ability of stockholders to ask questions during the Special Meeting, including rules on permissible topics, and rules for how questions and comments will be recognized and disclosed to meeting participants.

Voting

There are four (4) ways a stockholder of record can vote: 

(1) By Internet:   If you are a stockholder as of the Record Date, you may vote over the Internet by following the instructions provided in the Notice. 

(2) By Telephone:   If you are a stockholder as of the Record Date, you may vote by telephone by following the instructions in the Notice. 

(3) By Mail:   If you requested printed copies of proxy materials and are a stockholder as of the Record Date, you may vote by mailing your proxy as described in the proxy materials. 

(4) During the Meeting:  The Special Meeting will be held exclusively via the Internet, and can only be accessed at: http://[•]

Subject to the provisions applicable to other than holders of record as outlined above in the section entitled “Attendance at Virtual Special Meeting,” if you are a stockholder as of the Record Date, you will have the ability to attend the Special Meeting virtually and vote online during the Special Meeting. Submitting a proxy will not prevent a stockholder from attending the Special Meeting virtually, revoking an earlier-submitted proxy in accordance with the process outlined below and voting online during the Special Meeting.

In order to be counted, proxies submitted by telephone or via the Internet must be received by 11:59 p.m., Eastern Daylight Time, on May 28, 2024. Proxies submitted by U.S. mail must be received before the start of the Special Meeting. If you hold your shares through a bank or broker, please follow their voting instructions.

Required Vote for Approval

and Board

Recommendations

Proposal No. 1: Approval of an Amendment to the Company’s Amended and Restated 2019 Omnibus Equity Incentive Plan.

Our Board has unanimously approved an amendment to our Amended and Restated 2019 Omnibus Equity Incentive Plan, as amended (the 2019 Plan), to authorize an additional 4.0 million shares of common stock for issuance thereunder (the Plan Amendment Proposal), which, if approved, will increase the number of shares of common stock authorized for issuance under the 2019 Plan from 1.0 million to 5.0 million. The affirmative vote “FOR” of a majority of the votes cast, in person (virtually) or by proxy, excluding abstentions, is required to approve the Plan Amendment Proposal.

Our Board unanimously recommends a vote “FOR” the Plan Amendment Proposal. Unless otherwise instructed or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR” the Plan Amendment Proposal to authorize an additional 4.0 million shares of common stock for issuance under the 2019 Plan.

Proposal No. 2: Approval of an Amendment to the Company’s 2019 Employee Stock Purchase Plan.

Our Board has unanimously approved an amendment to our 2019 Employee Stock Purchase Plan (the 2019 ESPP) to increase the number of shares of common stock authorized for issuance thereunder from 33,334 to 1.0 million shares (the ESPP Amendment Proposal). The affirmative vote “FOR” of a majority of the votes cast, in person (virtually) or by proxy, excluding abstentions, is required to approve the ESPP Amendment Proposal.

Our Board unanimously recommends a vote “FOR” the ESPP Amendment Proposal. Unless otherwise instructed or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR” the approval of the ESPP Amendment Proposal to increase the number of shares of common stock authorized for issuance thereunder from 33,334 shares to 1.0 million shares.

Abstentions and Broker

Non-Votes

All votes will be tabulated by the inspector of election appointed for the Special Meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes. An abstention is the voluntary act of not voting by a stockholder who is present at a meeting and entitled to vote. A broker “non-vote” occurs when a broker nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary power for that particular item and has not received instructions from the beneficial owner. If you hold your shares in “street name” through a broker, brokerage firm or other nominee, your broker, brokerage firm or nominee may not be permitted to exercise voting discretion with respect to some of the matters to be acted upon.  If you do not give your broker, brokerage firm or nominee specific instructions regarding such matters, your proxy will be deemed a “broker non-vote.”

Under Nevada law and our Second Amended and Restated Bylaws, as amended (our Bylaws), the Plan Amendment Proposal and the ESPP Amendment Proposal will each be determined by the vote of the holders of a majority of the votes cast by those virtually present at the Special Meeting or by proxy (meaning the number of shares voted “FOR” a proposal must exceed the number of shares voted “AGAINST” such proposal). For these matters, abstentions and any broker non-votes cast will not be counted as votes “FOR” such proposals and will also not be counted as shares voting on such matters. As such, abstentions and broker non-votes will have no effect on the Plan Amendment Proposal or the ESPP Amendment Proposal.

Revocation of Proxies

You may revoke or change your proxy at any time before the Special Meeting by filing, with our Corporate Secretary at our principal executive offices, located at 343 Allerton Avenue, South San Francisco, California 94080, a notice of revocation or another signed proxy with a later date. You may also revoke your proxy by virtually attending the Special Meeting and voting in person (virtually). Your attendance at the Special Meeting in person will not, by itself, revoke your proxy.   

Solicitation

We will bear the entire cost of solicitation, including the preparation, assembly, printing and mailing of this Proxy Statement, as well as the preparation and posting on the Internet of this Proxy Statement and any additional solicitation materials furnished to the stockholders. We have retained Saratoga Proxy Consulting, LLC, a proxy soliciting firm, to assist with the solicitation of proxies for a fee of $15,000 plus fees for any retail stockholder outreach services and reimbursement for out-of-pocket expenses. Copies of any solicitation materials will be furnished to brokerage houses, fiduciaries and custodians holding shares in their names that are beneficially owned by others so that they may forward the solicitation materials to such beneficial owners. In addition, we may reimburse such persons for their costs in forwarding the solicitation materials to such beneficial owners. The original solicitation of proxies may be supplemented by a solicitation, by telephone, email or other means, by our directors, officers or employees. No additional compensation will be paid to these individuals for any such services. Except as described above, we do not presently intend to solicit proxies other than by the Internet, telephone, email and postal mail.

(1)

Consists of 27,025,209 shares of common stock outstanding as of April 5, 2024.

(2)

Assumes stockholders approve the Plan Amendment at the Special Meeting.

(3)

(4)

The calculations presented above do not give effect to pre-funded warrants to purchase up to 3,577,240 shares of our common stock at an exercise price of $0.001 per share, which pre-funded warrants are exercisable at the option of each respective holder at any time and do not expire. The following table presents the same information as above, but with the pre-funded warrants included in the calculation of shares outstanding:

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(1)

(2)

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No Discounted Stock Options. Stock options may not be granted with an exercise price that is less than 100% of the fair market value of the underlying shares on the grant date, as determined by the closing price reported on the Nasdaq Capital Market on the grant date.

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Prohibition on Repricing. The exercise price of a stock option may not be reduced, directly or indirectly, without the prior approval of stockholders, including by a cash repurchase of “underwater” awards. 

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Awards Subject to Clawback Policy. Future awards under the 2019 Plan are subject to our Clawback Policy adopted by our Board in October 2023. Consistent with the requirement to adopt a clawback policy under the Listing Rules of the Nasdaq Stock Market, our Clawback Policy allows the Company to recover incentive-based compensation erroneously awarded to our Named Executive Officers upon the occurrence of certain events.

The 2019 Plan is designed to attract and retain the services of our employees, non-employee directors and consultants, to provide incentives for such persons to exert maximum efforts for the success of the Company, and to provide a means by which such persons may be given an opportunity to benefit from increases in the value of our common stock in alignment with interests of our stockholders. 

The 2019 Plan provides for the grant of stock options, stock appreciation rights (SARs), restricted stock, restricted stock units, and other stock-based awards, and performance awards. Awards may be granted under the 2019 Plan to officers, employees and consultants of the Company and our subsidiaries and to our non-employee directors. Incentive stock options may be granted only to employees of the Company or one of our subsidiaries.

Plan Administration

The 2019 Plan is administered by the Compensation Committee, which is comprised exclusively of independent, non-employee directors. The Compensation Committee, in its discretion, selects the individuals to whom awards may be granted, the time or times at which such awards are granted, and the terms of such awards. The Compensation Committee may delegate its authority to the extent permitted by applicable law

The Compensation Committee sets stock option exercise prices and terms, except that stock options must be granted with an exercise price not less than 100% of the fair market value of the common stock on the date of grant, as determined by the closing price reported on the Nasdaq Capital Market on the grant date. The Compensation Committee may grant either incentive stock options, which must comply with Section 422 of the Internal Revenue Code of 1986, as amended (the Code), or nonqualified stock options. At the time of grant, the Compensation Committee determines the terms and conditions of stock options, including the quantity, exercise price, vesting periods, term (which cannot exceed ten years) and other conditions on exercise.

The Compensation Committee may grant SARs as a right in tandem with the number of shares underlying stock options granted under the 2019 Plan or as a freestanding award. Upon exercise, SARs entitle the holder to receive payment per share in stock or cash, or in a combination of stock and cash, equal to the excess of the share’s fair market value on the date of exercise over the grant price of the SAR.

The Compensation Committee may also grant awards of restricted stock, which are shares of common stock subject to specified restrictions, and restricted stock units, which represent the right to receive shares of the common stock in the future. These awards may be made subject to repurchase, forfeiture or vesting restrictions at the Compensation Committee’s discretion. The restrictions may be based on continuous service with the Company or the attainment of specified performance goals, as determined by the Compensation Committee. Stock units may be paid in stock or cash or a combination of stock and cash, as determined by the Compensation Committee.

The Compensation Committee may condition the grant, exercise, vesting, or settlement of any award on such performance conditions as it may specify. We refer to these awards as “performance awards.” The Compensation Committee may select such business criteria or other performance measures as it may deem appropriate in establishing any performance conditions. As of March 31, 2024, and through the date of this Proxy Statement, the Compensation Committee has not granted any performance awards.

Authorized Shares

A total of 250,000 shares of common stock was initially authorized for issuance under the 2019 Plan, which amount was increased to 600,000 authorized shares following stockholder approval at our 2021 Special Meeting of Stockholders and increased to 1.0 million authorized shares following stockholder approval at our 2023 Annual Meeting of Stockholders. As of April 5, 2024, only 30,438 shares remain available for issuance under the 2019 Plan.

In the event our stockholders approve of the Plan Amendment at the Special Meeting, a total of 5.0 million shares of our common stock will be authorized for issuance under the 2019 Plan.

In the event any equity incentive grant under the 2019 Plan is canceled, terminates, expires or lapses for any reason prior to the issuance of shares or if shares are issued under the 2019 Plan and thereafter are forfeited to us, the shares subject to such grants and the forfeited shares will again be available for future grant under the 2019 Plan.

Vesting

No more than 25% of any equity incentive grant under the 2019 Plan may vest on the grant date of such award. The Board believes this provision provides the Company the necessary flexibility to issue equity incentives that will both attract new talent, particularly as the Company advances its clinical development and commercialization plans for its drug candidates, and provide incentives sufficient to retain the Company’s existing employees and non-employee directors.

This requirement does not apply to (i) substitute awards resulting from acquisitions or (ii) shares delivered in lieu of fully vested cash awards. In addition, the minimum vesting requirement does not apply to the Compensation Committee’s discretion to provide for accelerated exercisability or vesting of any award, including in cases of retirement, death, disability or a change in control, in the terms of the award or otherwise. Awards are not transferable other than by will or the laws of descent and distribution, except that in certain instances transfers may be made to or for the benefit of designated family members of the participant for no consideration. 

Option Repricing

The 2019 Plan does not permit repricing of outstanding stock options.

Change of Control

In the event of a change in control of the Company, the Compensation Committee may accelerate the time period relating to the exercise of any outstanding award, including stock options or restricted stock units.  In addition, the Compensation Committee may take other action, including (a) providing for the purchase of any award for an amount of cash or other property that could have been received upon the exercise of such award had the award been currently exercisable, (b) subject to certain limitations, adjusting the terms of the award in a manner determined by the Compensation Committee to reflect the change in control, or (c) causing an award to be assumed, or new rights substituted therefor, by another entity with appropriate adjustments to be made regarding the number and kind of shares and exercise prices of the award. “Change in Control” is defined under the 2019 Plan and requires consummation of the applicable transaction.

Termination

Unless earlier terminated by the Board, the 2019 Plan will terminate, and no further awards may be granted, on September 5, 2029, which is ten years after the date on which the 2019 Plan was approved by our stockholders. The Board may amend, suspend or terminate the 2019 Plan at any time. To the extent necessary to comply with applicable provisions of U.S. federal securities laws, state corporate and securities laws, the Code, the rules of any applicable stock exchange or national market system, and the rules of any non-U.S. jurisdiction applicable to awards granted to residents therein, we will obtain stockholder approval of any such amendment to the 2019 Plan in such a manner and to such a degree as required. The amendment, suspension or termination of the 2019 Plan or the amendment of an outstanding award generally may not, without a participant’s consent, materially impair the participant’s rights under an outstanding award.

Purpose

The purpose of our 2019 ESPP is to provide eligible employees with an incentive to advance the best interests of the Company by providing them with an opportunity to purchase shares of the Company’s common stock at a favorable price through accumulated payroll deductions. The 2019 ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code.

Plan Administration

Operation

The 2019 ESPP is generally expected to operate in consecutive semi-annual periods referred to as “option periods.” The first option period commenced on January 1, 2020 and ended on the last trading day in the semi-annual period ending June 30, 2020, with successive option periods beginning on the first day of January and July and terminating on the last trading day of June and December, respectively. The 2019 ESPP gives the Compensation Committee the flexibility to change the duration of future option periods. However, option periods may not last longer than the maximum period permitted under Section 423 of the Code. Section 423 of the Code generally limits the length of such offerings to either 5 years or 27 months, depending on the terms of the offering.

On the first day of each option period (the Grant Date), each eligible employee for that option period will be granted an option to purchase shares of our common stock. Each participant’s option will permit the participant to purchase a number of shares determined by dividing the employee’s accumulated payroll deductions for the option period by the applicable purchase price. A participant must designate in his or her enrollment package the percentage (if any) of compensation to be deducted during that option period for the purchase of stock under the 2019 ESPP. The participant’s payroll deduction election will generally remain in effect for future option periods unless terminated by the participant. A participant may not increase or decrease his or her payroll deductions during the option period. A participant may instead elect to withdraw from any option period prior to the last day of the option period, in which case the participant’s payroll deductions will be refunded and the participant’s outstanding options will terminate.

Each participant’s payroll deductions under the 2019 ESPP will be credited to a bookkeeping account in his or her name under the 2019 ESPP.

Each option granted under the 2019 ESPP will automatically be exercised on the last day of the respective option period (referred to as the Exercise Date). The number of shares acquired by a participant upon exercise of his or her option will be determined by dividing the participant’s 2019 ESPP account balance as of the Exercise Date for the option period by the purchase price of the option. The purchase price for each option is generally expected to equal the lesser of (1) 85% of the fair market value of a share of the Company’s common stock on the applicable Grant Date, or (2) 85% of the fair market value of a share of the Company’s common stock on the applicable Exercise Date. However, the 2019 ESPP gives the Compensation Committee the flexibility to change the purchase price for future option periods that is consistent with Section 423 of the Code. A participant’s 2019 ESPP account will be reduced upon exercise of his or her option by the amount used to pay the purchase price of the shares acquired by the participant. No interest will be paid to any participant or credited to any account under the 2019 ESPP.

Eligibility

Only certain employees will be eligible to participate in the 2019 ESPP. All employees of the Company and any subsidiaries of the Company which have been designated by the Compensation Committee as eligible to participate in an option period will generally be eligible to participate in such offering period. However, the following employees will not be eligible to participate in such option period:

Termination of Employment

If a participant ceases to be an eligible employee for any reason, his or her payroll deductions will automatically cease.

Corporate Transactions

Generally in the event of a proposed sale of all or substantially all of the assets, property or stock of the Company, a reorganization, merger or consolidation of the Company with or into one or more corporations, or a dissolution or liquidation of the Company, unless a successor corporation or a parent or subsidiary thereof assumes or substitutes new options for all outstanding options, (i) the Board shall establish a new Exercise Date that is before the date of the corporate transaction and (ii) upon such effective date any unexercised options shall expire.

Adjustments

As is customary in equity incentive plans of this nature, the number of shares of stock available under the 2019 ESPP or subject to outstanding options, is subject to adjustment in the event of certain reorganizations, combinations, recapitalization of shares, stock splits, reverse stock split, subdivision or other similar change in respect of the Company’s common stock.

Transfer Restrictions

A participant’s rights with respect to options or the purchase of shares under the 2019 ESPP, as well as payroll deductions credited to his or her 2019 ESPP account, may not be assigned, transferred, pledged or otherwise disposed of in any way except by will or the laws of descent and distribution.

Amendments

The Board generally may amend, suspend, or terminate the 2019 ESPP at any time and in any manner, except that stockholder approval is required to increase the number of shares authorized for issuance under the 2019 ESPP and for certain other amendments. No amendment to the 2019 ESPP may materially adversely affect the option rights previously granted to a participant under the 2019 ESPP, except as required by law or regulation.

Term

Our 2019 ESPP became effective on January 1, 2020 and will continue in effect until the earlier of such time as all of the shares of the Company’s common stock subject to the 2019 ESPP have been sold under the 2019 ESPP or December 31, 2030, unless terminated earlier by the Board.

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each of our Named Executive Officers;

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each of directors;

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all of our directors and executive officers as a group; and

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our 5%+ stockholders.

*

less than 1%

(1)

Based on 27,025,209 shares of common stock issued and outstanding as of April 5, 2024. Percentages reported herein do not give effect to beneficial ownership blockers contained within outstanding common stock purchase warrants.

(2)

Number of shares beneficially held consists of (i) 26,508 shares of common stock, and (ii) stock options to purchase up to 82,341 shares of registered common stock exercisable within 60 days of April 5, 2024.

(3)

Number of shares beneficially held consists of (i) 11,655 shares of common stock, and (ii) stock options to purchase up to 11,643 shares of registered common stock exercisable within 60 days of April 5, 2024.

(4)

Number of shares beneficially held consists of stock options to purchase up to 8,342 shares of registered common stock exercisable within 60 days of April 5, 2024.

(5)

Number of shares beneficially held consists of stock options to purchase up to 8,959 shares of registered common stock exercisable within 60 days of April 5, 2024.

(6)

Number of shares beneficially held consists of stock options to purchase up to 25,839 shares of registered common stock exercisable within 60 days of April 5, 2024.

(7)

Number of shares beneficially held consists of stock options to purchase up to 8,959 shares of registered common stock exercisable within 60 days of April 5, 2024.

(8)

Number of shares beneficially held consists of (i) 13,334 shares of common stock, of which 667 shares are held by Dr. Gin’s wife, and (ii) stock options to purchase up to 26,796 shares of registered common stock exercisable within 60 days of April 5, 2024.

(9)

Number of shares beneficially held consists of stock options to purchase up to 8,959 shares of registered common stock exercisable within 60 days of April 5, 2024.

(10)

Number of shares beneficially held consists of (i) 1,858 shares of common stock, and (ii) stock options to purchase up to 25,962 shares of registered common stock exercisable within 60 days of April 5, 2024.

(11)

Number of shares beneficially held consists of an aggregate of (i) 53,356 shares of common stock, and (ii) stock options to purchase up to 207,800 shares of registered common stock exercisable within 60 days of April 5, 2024.

(12)

Reported holdings based upon Amendment No. 1 to Schedule 13G filed by Commodore Capital LP (Commodore) on October 6, 2023 and Company records. Number of shares beneficially held consists of (i) 1,575,000 shares of common stock and (ii) up to 5,872,944 shares of common stock issuable upon exercise of certain warrants beneficially held by Commodore.

Commodore is the investment manager to Commodore Capital Master LP (Commodore Master) and Messrs. Michael Kramarz and Robert Egen are the managing partners of Commodore. As such, Commodore, Mr. Kramarz and Mr. Egen may be deemed to beneficially own the shares beneficially held by Commodore Master.

(13)

Reported holdings based upon Schedule 13G filed by Biotechnology Value Fund L.P. (BVF) on October 16, 2023 and Company records. Number of shares beneficially held consists of (i) 1,969,854 shares of common stock and (ii) up to 3,872,944 shares of common stock issuable upon exercise of certain warrants beneficially held by BVF, Inc. and its affiliates.

Entities affiliated with BVF, Inc. consist of BVF, BVF I GP LLC (BVF GP), Biotechnology Value Fund II, L.P. (BVF2), BVF II GP LLC (BVF2 GP), Biotechnology Value Trading Fund OS LP (Trading Fund OS), BVF Partners OS Ltd. (Partners OS), BVF GP Holdings LLC (BVF GPH) and BVF Partners L.P. (Partners). BVF GP is the general partner of BVF and may be deemed to beneficially own the shares held by BVF. BVF2 GP is the general partner of BVF2 and may be deemed to beneficially own the shares held by BVF2. Partners OS is the general partner of Trading Fund OS and may be deemed to beneficially own the shares held by Trading Fund OS. BVF GPH is the sole member of each of BVF GP and BVF2 GP, and may be deemed to beneficially own in the aggregate the shares held by BVF and BVF2. Partners is the investment manager of BVF, BVF2 and Trading Fund OS, and is the sole member of Partners OS and may be deemed to beneficially own in the aggregate shares held by BVF, BVF2 and Trading Fund OS. BVF, Inc. is the general partner of Partners and may be deemed to beneficially own the shares held by Partners. Mr. Mark N. Lampert is a director and officer of BVF, Inc and may be deemed to beneficially own the shares held by BVF, Inc.

(14)

Reported holdings based upon Schedule 13G filed by TCG Crossover GP II, LLC (TCG Crossover) on October 16, 2023 and Company records. Number of shares beneficially held consists of (i) 2,007,435 shares of common stock and (ii) up to 2,220,302 shares of common stock issuable upon exercise of certain warrants beneficially held by TCG Crossover.

TCG Crossover is the General Partner of TCG Crossover Fund II, L.P. and Dr. Chen Yu is the Managing Member of TCG Crossover. As such, TCG Crossover and Dr. Yu may be deemed to beneficially own the shares beneficially held by TCG Crossover.

(15)

Reported holdings based upon Amendment No. 1 to Schedule 13G filed by Great Point Partners, LLC (Great Point) on February 14, 2024 and Company records. Number of shares beneficially held consists of (i) 1,858,735 shares of common stock and (ii) up to 2,055,834 shares of common stock issuable upon exercise of certain warrants beneficially held by Great Point.

Dr. Jeffrey R. Jay, M.D. is the Senior Managing Director of Great Point and Mr. Ortav Yehudai is the Managing Director of Great Point. As such, Dr. Jay and Mr. Yehudai may be deemed to beneficially own the shares beneficially held by Great Point.

(16)

Reported holdings based upon Schedule 13G filed by Nantahala Capital Management, LLC (Nantahala) on February 14, 2024 and Company records. Number of shares beneficially held consists of (i) 1,816,730 shares of common stock and (ii) up to 1,449,931 shares of common stock issuable upon exercise of certain warrants beneficially held by Nantahala and BLACKWELL PARTNERS LLC-SERIES A, a fund advised by Nantahala.

Messrs. Wilmot B. Harkey and Daniel Mack are the managing members of Nantahala and, as such, may be deemed to beneficially own the shares beneficially held by Nantahala.

(17)

Reported holdings based upon Schedule 13G filed by The Vanguard Group (Vanguard) on February 14, 2024.

(18)

Reported holdings based upon Schedule 13G filed by StemPoint Capital LP (StemPoint) on February 12, 2024 and Company records. Number of shares beneficially held consists of (i) 1,173,433 shares of common stock and (ii) up to 616,749 shares of common stock issuable upon exercise of certain warrants beneficially held by StemPoint.

StemPoint Capital Management GP LLC (StemPoint GP) is the General Partner of StemPoint and Ms. Michelle Ross is the Managing Partner of StemPoint GP. As such, StemPoint GP and Ms. Ross may be deemed to beneficially own the shares beneficially held by StemPoint.

(19)

Reported holdings based upon Amendment No. 1 to Schedule 13G filed by Citadel Advisors LLC (Citadel Advisors) on February 14, 2024 and Company records. Number of shares beneficially held consists of (i) 743,495 shares of common stock and (ii) up to 822,334 shares of common stock issuable upon exercise of certain warrants beneficially held by Citadel Advisors and its affiliates.

Entities affiliated with Citadel Advisors consist of Citadel Advisors Holdings LP (CAH) and Citadel GP LLC (CGP). CAH is the sole member of Citadel Advisors, and CGP is the general partner of CAH.  Mr. Kenneth Griffin is the President and Chief Executive Officer of CGP, and owns a controlling interest in CGP. As such, Mr. Griffin may be deemed to beneficially own the shares beneficially held by Citadel Advisors and its affiliates.

(1)

Amounts reported in the Bonus column for Fiscal 2024 reflect bonuses awarded by the Compensation Committee that were earned the same period. At the recommendation of our NEOs, the Compensation Committee did not award any bonuses and none were paid or accrued during Fiscal 2023.

(2)

The amounts in the Option Awards column represent the aggregate grant date fair value of options to purchase shares of our common stock awarded to the NEOs during the fiscal year presented, computed in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation – Stock Compensation (ASC 718).

(3)

Mr. Singh became Chief Executive Officer of VistaGen Therapeutics, Inc. (a California corporation) (now Vistastem) on August 20, 2009 and our Chief Executive Officer in May 2011. Pursuant to the employment agreement by and between the Company and Mr. Singh, as amended in June 2016, Mr. Singh’s annual base cash salary was originally contractually set at $395,000 and is subject to adjustments at the discretion of the Compensation Committee. During Fiscal 2023, the Compensation Committee set Mr. Singh’s base annual salary at $600,000 and adjusted Mr. Singh’s base annual salary to $650,000 during Fiscal 2024. Pursuant to his employment agreement, Mr. Singh is eligible to receive an annual cash incentive bonus of up to fifty percent (50%) of his base cash salary.

(4)

Ms. Anderson was appointed as the Company’s Chief Financial Officer in August 2023; accordingly, no cash compensation or stock option grants are reported for her for Fiscal 2023.

(5)

Mr. Prince was appointed as the Company’s Chief Operating Officer in October 2023. Prior to this appointment, Mr. Prince served as the Company’s Senior Vice President, Business Operations. No compensation information is provided for Mr. Prince for Fiscal 2023 as he was not amongst our NEOs for this period.

(6)

Ms. Anderson received a grant of options to purchase 8,333 registered shares of our common stock upon commencement of her employment by the Company in August 2023. The table below provides information regarding the stock option granted to Ms. Anderson upon commencement of her employment by the Company during Fiscal 2024 and the assumptions used in the Black Scholes Option Pricing Model to determine the grant date fair value of her new-hire award.

(7)

Mr. Adler received a grant of options to purchase 6,667 registered shares of our common stock upon commencement of his employment by the Company in May 2022. The table below provides information regarding the stock option granted to Mr. Adler upon commencement of his employment by the Company during Fiscal 2023 and the assumptions used in the Black Scholes Option Pricing Model to determine the grant date fair value of his new-hire award.

(1)

Ms. Anderson joined the Company in August 2023, and, as such, was not eligible to participate in the 2019 ESPP until the purchase option period ending June 30, 2024.

(2)

Mr. Adler joined the Company in May 2022 and, as such, was not eligible to participate in the 2019 ESPP until the purchase option period ended December 31, 2022.

(1)

Represents an option to purchase shares of our common stock at $5.34 per share granted on August 21, 2023 when the market price of our common stock was $5.34 per share.  Beginning on August 21, 2024, the one-year anniversary of the grant date, shares will become exercisable ratably monthly through August 21, 2027, when all shares granted will be fully exercisable.

(2)

All options held by Mr. Adler to purchase shares of our common stock reflected in this table as expiring on or before March 1, 2032 were awarded to him for services to the Company as a legal advisor prior to his employment by the Company effective May 2, 2022.

(3)

Represents an option to purchase 6,667 shares of our common stock at $38.40 per share granted to Mr. Adler upon commencement of his employment by the Company on May 2, 2022 when the market price of our common stock was $38.40 per share. The option became exercisable for 25% of the shares granted on the first anniversary of the grant date, with the remaining 75% of the shares becoming exercisable ratably monthly through May 2, 2026, when all shares granted will be fully exercisable.

(4)

Represents an option to purchase shares of our common stock at $64.50 per share granted on November 15, 2021 when the market price of our common stock was $64.50 per share.  Beginning on November 15, 2022, the one-year anniversary of the grant date, shares started to vest ratably monthly and will continue to vest according to this schedule until November 15, 2025, when all shares granted will be fully exercisable.

(5)

Represents an option to purchase shares of our common stock at $4.437 per share granted on November 16, 2022 when the market price of our common stock was $4.437 per share.  Beginning on November 16, 2023, the one-year anniversary of the grant date, shares started to vest ratably monthly and will continue to vest according to this schedule until November 16, 2026, when all shares granted will be fully exercisable.

●

twelve months of his then-current base salary payable in the form of salary continuation;

●

a pro-rated portion of the incentive cash bonus that the Board of Directors determines in good faith that Mr. Singh earned prior to such termination; and

●

such amounts required to reimburse him for Consolidated Omnibus Budget Reconciliation Act (COBRA) payments for continuation of his medical health benefits for such twelve-month period. 

●

a material reduction in his responsibility; or

●

a material reduction in his base salary except for reductions that are comparable to reductions generally applicable to similarly situated executives the Company. 

Shawn K. Singh, J.D. served as our PEO for each of Fiscal 2024, Fiscal 2023 and Fiscal 2022.

The following amounts were added to and deducted from the Summary Compensation Table (SCT) amount to determine the compensation actually paid to the PEO as determined in accordance with SEC regulations:

Fair values used in the determination of compensation actually paid (CAP) are determined using the same methodology as used for determining grant date fair values in our financial statements.  Specifically, the fair value of option awards was calculated in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation - Stock Compensation, and does not reflect any amounts paid to or realized by Mr. Singh. The fair value of the option awards used in the determination of CAP was estimated using the Black-Scholes option pricing model and valuation assumptions reflecting the closing price of our common stock and related assumptions on the respective valuation dates. The grant date valuation assumptions used in the valuation of option awards may be found in the applicable footnotes to the SCT on page 22 above. 

(3)

For Fiscal 2024, our other NEOs consisted of Cynthia L. Anderson, Reid G. Adler and Joshua S. Prince. For Fiscal 2023 and Fiscal 2022, Jerrold D. Dotson, CPA, our former Chief Financial Officer, and Mr. Adler, J.D. were our other NEOs.

(4)

Fair values used in the determination of CAP are determined using the same methodology as used for determining grant date fair values in our financial statements.  Specifically, the fair value of option awards was calculated in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation - Stock Compensation, and does not reflect any amounts paid to or realized by Messrs. Dotson or Adler. The fair value of the option awards used in the determination of CAP was estimated using the Black-Scholes option pricing model and valuation assumptions reflecting the closing price of our common stock and related assumptions on the respective valuation dates. The grant date valuation assumptions used in the valuation of option awards may be found in the applicable footnotes to the SCT on page 22 above.

(5)

Assumes $100 invested in our common stock on March 31, 2021, and calculated based on the difference between the closing price of our common stock, as reported on The Nasdaq Capital Market, on March 31, 2024, March 31, 2023 and 2022, the end and beginning of the measurement period, respectively, and adjusted to give effect to the Reverse Split completed in June 2023.

(6)

With respect to net loss for the year ended March 31, 2024, we have prepared the disclosure based on our net loss for the nine-months ended December 31, 2023 because as of the date of this Proxy Statement, we have not yet completed our financial closing procedures or an audit of our financial statements for the year ended March 31, 2024. We will update the value for the year ended March 31, 2024 as and when we file our next proxy statement for our 2024 Annual Meeting of Stockholders.

(1)

Cash fees payable in quarterly installments.

(2)

All Awards issued pursuant to the Director Compensation Plan will be issued pursuant to the 2019 Plan or a successor plan, if any. Each Award issued under the Director Compensation Plan will vest in equal monthly installments over a 12-month period beginning on the date of issuance.

(1)

Cash fees payable in quarterly installments.

(2)

All Awards issued pursuant to the Director Compensation Plan will be issued pursuant to the 2019 Plan or a successor plan, if any. Each Award issued under the Director Compensation Plan will vest in equal monthly installments over a 12-month period beginning on the date of issuance.

(1)

The amounts shown represent fees earned for service on our Board, and Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee during Fiscal 2024, which amounts were paid in full during Fiscal 2024.

(2)

The amounts in the “Option Awards” column do not represent any cash payments actually received by Ms. FitzPatrick, Ms. Cunningham, Dr. Curley, Dr. Gin, Ms. Rotunno or Mr. Saxe with respect to any of such stock options awarded to them during Fiscal 2024. Rather, the amounts represent the aggregate grant date fair value of options to purchase shares of our common stock awarded to each of Ms. FitzPatrick, Ms. Cunningham, Dr. Curley, Dr. Gin, Ms. Rotunno or Mr. Saxe during Fiscal 2024, computed in accordance with ASC 718. To date, Ms. FitzPatrick, Ms. Cunningham, Dr. Curley, Dr. Gin, Ms. Rotunno or Mr. Saxe have not exercised any of the options granted during Fiscal 2024, and there can be no assurance that any of them will ever realize the full ASC 718 grant date fair value amounts presented in the “Option Awards” column.

(3)

The table below provides information regarding the option awards we granted to our independent Board members during Fiscal 2024 and the weighted average assumptions used in the Black Scholes Option Pricing Model to determine the grant date fair values of the respective awards.

(4)

Ms. FitzPatrick was appointed to our Board in July 2021 and was appointed to serve as Chair of our Board in October 2023, Ms. FitzPatrick has also served as a member of our Corporate Governance and Nominating Committee since her appointment. On November 21, 2022, Ms. FitzPatrick was also appointed as a member of the Compensation Committee.

During the fourth quarter of Fiscal 2022, we entered into a consulting agreement with FitzPatrick & Co LLC, a consulting firm for which Ms. FitzPatrick is the Managing Director, to provide corporate development and public relations advisory services. During Fiscal 2024, we paid to FitzPatrick & Co LLC a total of $60,000 for services under the consulting agreement. The agreement was terminated in October 2023, as work contemplated by the agreement was completed. At March 31, 2024, Ms. FitzPatrick held options to purchase 18,334 registered shares of our common stock, of which options to purchase 5,834 shares were exercisable.

(5)

Ms. Cunningham served as a member of our Board and as a member of our Corporate Governance and Nominating Committee from January 2019 through April 30, 2021. On May 1, 2021, Ms. Cunningham joined the Company as its Chief Commercial Officer (CCO) and served in such capacity through November 11, 2022. During the period in which she served as CCO, her service on the Corporate Governance and Nominating Committee terminated.

Following her departure as CCO of the Company in November 2022, Ms. Cunningham was reappointed as a member of the Corporate Governance and Nominating Committee. Following Ms. Cunningham’s resignation as CCO, i3 Strategy Partners, a consulting firm for which Ms. Cunningham is the Managing Partner, began providing certain advisory services to us pursuant to a consulting agreement. During Fiscal 2024, we paid to i3 Strategy Partners a total of $200,000 for services under the consulting agreement. On March 31, 2024, the consulting agreement terminated pursuant to its terms and is no longer in effect. At March 31, 2024, Ms. Cunningham held options to purchase 37,503 registered shares of our common stock, of which options to purchase 22,090 shares were exercisable.

(6)

Dr. Curley was appointed to our Board in April 2021 and has also served as a member of our Corporate Governance and Nominating Committee since her appointment. At March 31, 2024, Dr. Curley held options to purchase 18,834 registered shares of our common stock, of which options to purchase 5,834 shares were exercisable.

(7)

Dr. Gin has served as a member of our Board and as a member of our Audit Committee since his appointment to the Board in 2016. Beginning in July 2021, he was also appointed as the chairperson of our Compensation Committee. At March 31, 2024, Mr. Gin held: (i) 13,334 shares of our common stock, and (ii) options to purchase 36,171 registered shares of our common stock, of which options to purchase 23,671 shares were exercisable.

(8)

Ms. Rotunno was appointed to our Board in July 2021 and, since her appointment to the Board, serves as a member of our Audit Committee and as chairperson of the Corporate Governance and Nominating Committee. At March 31, 2024, Ms. Rotunno held options to purchase 18,334 registered shares of our common stock, of which options to purchase 5,834 shares were exercisable.

(9)

Mr. Saxe currently serves as Chairman of our Audit Committee and a member of our Compensation Committee, and previously served as Chairman of our Board until October 2023.  At March 31, 2024, Mr. Saxe held (i) 1,858 shares of our common stock and (ii) options to purchase 35,337 registered shares of our common stock, of which options to purchase 22,837 shares were exercisable.