Vistagen Therapeutics, Inc.

FALSE 0001411685 0001411685 2024-09-23 2024-09-23 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 8, 2026 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54014 20-5093315 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number) 343 Allerton Ave. South San Francisco , California 94080 (Address of principal executive offices) ( 650 ) 577-3600 (Registrant ’ s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.001 per share VTGN Nasdaq Capital Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2) Emerging Growth Company o If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o Item 8.01 Other Events. On May 8, 2026, Vistagen Therapeutics, Inc. (the “ Company ”) issued a press release to announce, among other things, that the last patient has completed their last visit in the randomized, double-blind, placebo-controlled portion of PALISADE-4, the Company’s Phase 3 clinical trial evaluating fasedienol nasal spray for the acute treatment of social anxiety disorder. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Index Exhibit No. Description 99.1 Press Release issued by Vistagen Therapeutics, Inc., dated May 8, 2026 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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: May 8, 2026 By: /s/ Shawn K. Singh Shawn K. Singh President and Chief Executive Officer