SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* Cote Elissa S. (Last) (First) (Middle) C/O VISTAGEN THERAPEUTICS, INC. 343 ALLERTON AVE (Street) SOUTH SAN FRANCISCO CA 94080 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Vistagen Therapeutics, Inc. [ VTGN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) Other (specify below) Chief Corp Development Officer
	3. Date of Earliest Transaction (Month/Day/Year) 04/07/2026
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Incentive Stock Option (right to buy)	$0.5358	04/07/2026		A		75,000		(1)	04/07/2036	Common Stock	75,000	$0.0	75,000	D

Explanation of Responses:

1. Represents stock options (the "Options") granted pursuant to the Issuer's Amended and Restated 2019 Omnibus Equity Incentive Plan, as amended. 25% of the Options will vest on the six-month anniversary of April 7, 2026 (the "Grant Date"), and will vest in 25% installments every six months thereafter until the Options become fully vested on the two (2) year anniversary of the Grant Date.

	By: Nick B. Tressler, Attorney-in-Fact For: Elissa S. Cote	04/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY
The undersigned hereby makes, constitutes and appoints each of Nick B.
Tressler and Shawn K. Singh, or either of them acting singly, and with full
power of substitution, re-substitution and delegation, the undersigned's true
and lawful attorney in fact (each of such persons and their substitutes and
delegees being referred to herein as the "Attorney-in-Fact"), with full power to
act for the undersigned and in the undersigned's name, place and stead, in the
undersigned's capacity as an officer, director or stockholder of Vistagen
Therapeutics, Inc. (the "Company"), to:

(1) Take such actions as may be necessary or appropriate to enable the
undersigned to submit and file forms, schedules and other documents with the
U.S. Securities and Exchange Commission ("SEC") utilizing the SEC's Electronic
Data Gathering and Retrieval ("EDGAR") system, which actions may include (a)
enrolling the undersigned in EDGAR Next and (b) preparing, executing and
submitting to the SEC a Form ID, amendments thereto, and such other documents
and information as may be necessary or appropriate to obtain codes and passwords
enabling the undersigned to make filings and submissions utilizing the EDGAR
system;

(2) Prepare and execute any and all forms, schedules and other documents
(including any amendments thereto) the undersigned is required to file with the
SEC, or which the Attorney-in-Fact considers it advisable for the undersigned to
file with the SEC, under Section 13 or Section 16 of the Securities Exchange Act
of 1934 or any rule or regulation thereunder, or under Rule 144 under the
Securities Act of 1933 ("Rule 144"), including Forms 3, 4 and 5, Schedules 13D
and 13G, and Forms 144 (all such forms, schedules and other documents being
referred to herein as "SEC Filings");

(3) Submit and file SEC Filings with the SEC utilizing the EDGAR system or cause
them to be submitted and filed by a person appointed under Section 5 below;

(4) File, submit or otherwise deliver SEC Filings to any securities exchange on
which the Company's securities may be listed or traded;

(5) Act as an account administrator for the undersigned's EDGAR account,
including: (i) appoint, remove and replace account administrators, account
users, technical administrators and delegated entities; (ii) maintain the
security of the undersigned's EDGAR account, including modification of access
codes; (iii) maintain, modify and certify the accuracy of information on the
undersigned's EDGAR account dashboard; (iv) act as the EDGAR point of contact
with respect to the undersigned's EDGAR account; and (v) any other actions
contemplated by Rule 10 of Regulation S-T with respect to account
administrators;

(6) Cause the Company to accept a delegation of authority from any of the
undersigned's EDGAR account administrators and, pursuant to that delegation,
authorize the Company's EDGAR account administrators to appoint, remove or
replace users for the undersigned's EDGAR account; and

(7) Obtain, as the undersigned's representative and on the undersigned's behalf,
information regarding transactions in the Company's equity securities from any
third party, including the Company and any brokers, dealers, employee benefit
plan administrators and trustees, and the undersigned hereby authorizes any such
third party to release any such information to the Attorney-in-Fact.

The undersigned acknowledges that:

a) This Power of Attorney authorizes, but does not require, the Attorney-in-Fact
to act in his or her discretion on information provided to such Attorney-in-Fact
without independent verification of such information;

b) Any documents prepared or executed by the Attorney-in-Fact on behalf of the
undersigned pursuant to this Power of Attorney will be in such form and will
contain such information as the Attorney-in-Fact, in his or her discretion,
deems necessary or desirable;

c) Neither the Company nor the Attorney-in-Fact assumes any liability for the
undersigned's responsibility to comply with the requirements of Section 13 or
Section 16 of the Exchange Act or Rule 144, any liability of the undersigned for
any failure to comply with such requirements, or any liability of the
undersigned for disgorgement of profits under Section 16(b) of the Exchange Act;
and

d) This Power of Attorney does not relieve the undersigned from responsibility
for compliance with the undersigned's obligations under Section 13 or Section 16
of the Exchange Act, including, without limitation, the reporting requirements
under Section 13 or Section 16 of the Exchange Act.

The undersigned hereby grants to the Attorney-in-Fact full power and authority
to do and perform each and every act and thing requisite, necessary or advisable
to be done in connection with the foregoing, as fully, to all intents and
purposes, as the undersigned might or could do in person, hereby ratifying and
confirming all that the Attorney-in-Fact, or his or her substitute or
substitutes, shall lawfully do or cause to be done by authority of this Power of
Attorney.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 4 or 5 or Schedules 13D or 13G
or Forms 144 with respect to the undersigned's holdings of and transactions in
securities of the Company, unless earlier revoked by the  undersigned in a
signed writing delivered to the Attorney-in-Fact. This Power of Attorney revokes
all previous powers of attorney with respect to the subject matter of this Power
of Attorney.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of
April 9, 2026.

/s/ Elissa S. Cote
Printed Name: Elissa S. Cote