vtgn-20250630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-Q

(Mark One)


			þ			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025


			o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________.

Commission File Number: 001-37761

VISTAGEN THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)


Nevada			20-5093315
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

343 Allerton Avenue

South San Francisco, CA 94080

(Address of principal executive offices including zip code)

(650) 577-3600

(Registrant’s telephone number, including area code)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	o	Accelerated filer	o
Non-Accelerated filer	x	Smaller reporting company	x
		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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of August 4, 2025, 30,680,471 shares of the registrant’s common stock, $0.001 par value, were outstanding.

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TABLE OF CONTENTS


			Page
PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements			1
Condensed Consolidated Balance Sheets			1
Condensed Consolidated Statements of Operations and Comprehensive Loss			2
Condensed Consolidated Statements of Changes in Stockholders’ Equity			3
Condensed Consolidated Statements of Cash Flows			4
Notes to the Condensed Consolidated Financial Statements			5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			13
Item 3. Quantitative and Qualitative Disclosures About Market Risk			27
Item 4. Controls and Procedures			28

PART II. OTHER INFORMATION

Item 1. Legal Proceedings			29
Item 1A. Risk Factors			29
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			81
Item 3. Defaults Upon Senior Securities			81
Item 4. Mine Safety Disclosures			81
Item 5. Other Information			81
Item 6. Exhibits			82

SIGNATURES			83

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PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

VISTAGEN THERAPEUTICS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and par value amounts)


	June 30, 2025		March 31, 2025
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	48,985	$	67,131
Marketable securities	14,195		13,351
Prepaid expenses and other current assets	3,536		1,594
Total current assets	66,716		82,076
Property and equipment, net	530		476
Right-of-use asset - operating lease	1,206		1,335
Other assets	472		454
Total assets	$	68,924	$	84,341
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	486	$	653
Accrued expenses	6,582		8,810
Note payable	933		—
Deferred revenue - current portion	2,514		2,588
Operating lease obligation - current portion	640		561
Total current liabilities	11,155		12,612
Deferred revenue - non-current portion	221		391
Operating lease obligation - non-current portion	783		948
Total liabilities	12,159		13,951
Commitments and contingencies (Note 10)
Stockholders’ equity:
Preferred stock, $0.001 par value; 10,000,000 shares authorized at June 30, 2025 and March 31, 2025; no shares outstanding at June 30, 2025 and March 31, 2025	—		—
Common stock, $0.001 par value; 325,000,000 shares authorized at June 30, 2025 and March 31, 2025; 29,286,585 and 29,001,481 shares issued at June 30, 2025 and March 31, 2025, respectively	29		29
Additional paid-in capital	483,430		481,956
Treasury stock, at cost, 4,522 shares of common stock held at June 30, 2025 and March 31, 2025	(3,968)		(3,968)
Accumulated other comprehensive income	1		5
Accumulated deficit	(422,727)		(407,632)
Total stockholders’ equity	56,765		70,390
Total liabilities and stockholders’ equity	$	68,924	$	84,341

See accompanying notes to unaudited condensed consolidated financial statements.

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VISTAGEN THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(unaudited)

(in thousands, except share and per share data)


	Three Months Ended June 30,
	2025		2024
Revenues:
Sublicense and other revenue	$	244	$	84
Total revenues	244		84
Operating expenses:
Research and development	11,678		7,648
General and administrative	4,370		4,567
Total operating expenses	16,048		12,215
Loss from operations	(15,804)		(12,131)
Other income, net:
Interest income, net	711		1,398
Other expense	(2)		—
Loss before income taxes	(15,095)		(10,733)
Income taxes	—		—
Net loss	$	(15,095)	$	(10,733)
Unrealized gain (loss) on marketable securities	(4)		2
Comprehensive loss	$	(15,099)	$	(10,731)
Basic and diluted net loss per common share	$	(0.47)	$	(0.35)
Weighted average common shares outstanding, basic and diluted	31,930,665		30,603,435

See accompanying notes to unaudited condensed consolidated financial statements.

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VISTAGEN THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(unaudited)

(in thousands, except share amounts)


	Common Stock			Additional Paid-in Capital		Treasury Stock		Accumulated Other Comprehensive Income		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount
Balance at March 31, 2024	27,029,731	$	27	$	474,441	$	(3,968)	$	—	$	(356,214)	$	114,286
Stock-based compensation expense	—	—		1,160		—		—		—		1,160
Sale of common stock pursuant to 2019 Employee Stock Purchase Plan	29,898	—		88		—		—		—		88
Unrealized gain on marketable securities available-for-sale, net	—	—		—		—		2		—		2
Net loss	—	—		—		—		—		(10,733)		(10,733)
Balance at June 30, 2024	27,059,629	$	27	$	475,689	$	(3,968)	$	2	$	(366,947)	$	104,803


	Common Stock			Additional Paid-in Capital		Treasury Stock		Accumulated Other Comprehensive Income		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount
Balance at March 31, 2025	29,001,481	$	29	$	481,956	$	(3,968)	$	5	$	(407,632)	$	70,390
Stock-based compensation expense	—	—		916		—		—		—		916
Sale of common stock pursuant to 2019 Employee Stock Purchase Plan	95,037	—		161		—		—		—		161
Issuance of common stock under Open Market Sale Agreement, net of issuance costs	190,067	—		397		—		—		—		397
Unrealized gain on marketable securities available-for-sale, net	—	—		—		—		(4)		—		(4)
Net loss	—	—		—		—		—		(15,095)		(15,095)
Balance at June 30, 2025	29,286,585	$	29	$	483,430	$	(3,968)	$	1	$	(422,727)	$	56,765

See accompanying notes to unaudited condensed consolidated financial statements.

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VISTAGEN THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)


	Three Months Ended June 30,
	2025		2024
Cash flows from operating activities:
Net loss	$	(15,095)	$	(10,733)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	40		34
Stock-based compensation	916		1,160
Amortization of operating lease right-of-use asset	129		117
Non-cash interest expense	3		—
Accretion on marketable securities	(125)		(19)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(1,942)		(968)
Other assets	(37)		190
Operating lease liability	(86)		(130)
Deferred revenue, net of deferred contract acquisition costs	(225)		(65)
Accounts payable and accrued expenses	(2,424)		(455)
Net cash used in operating activities	(18,846)		(10,869)

Cash flows from investing activities:
Purchases of laboratory and other equipment	(65)		(42)
Sales and maturities of marketable securities	8,000		—
Purchases of marketable securities	(8,723)		(5,425)
Net cash used in investing activities	(788)		(5,467)

Cash flows from financing activities:
Net proceeds from sale of common stock under Open Market Sale Agreement, net of offering costs	397		—
Net proceeds from sale of common stock under 2019 Employee Stock Purchase Plan	161		88
Issuance of note payable for insurance policy	1,020		—
Repayment of notes payable	(90)		—
Net cash provided by financing activities	1,488		88
Net change in cash and cash equivalents	(18,146)		(16,248)
Cash and cash equivalents at beginning of period	67,131		119,166
Cash and cash equivalents at end of period	$	48,985	$	102,918
Supplemental disclosure of noncash activities:
Non-cash investing and financing activities:
Insurance premiums settled by issuing note payable	$	(1,020)	$	—
Cash paid for interest	$	6	$	—
Purchases of equipment included in accounts payable and accrued liabilities	$	30	$	75

See accompanying notes to unaudited condensed consolidated financial statements.

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VISTAGEN THERAPEUTICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Description of Business

Vistagen Therapeutics, Inc., a Nevada corporation (Vistagen, the Company, we, our, or us), is a late clinical-stage biopharmaceutical company leveraging a deep understanding of nose-to-brain neurocircuitry to develop and commercialize a new class of non-systemic intranasal product candidates called pherines. Our clinical-stage neuroscience pipeline currently consists of five investigational pherine product candidates, each with a novel mechanism of action (MOA) and positive clinical data in their targeted indication(s). Pherines specifically and selectively bind to peripheral receptors in human nasal chemosensory neurons, and are designed to rapidly activate nose-to-brain neurocircuits believed to regulate brain areas without requiring systemic absorption or uptake into the brain to achieve desired therapeutic benefits. We are passionate about developing transformative treatment options with potential to meet clear and growing unmet needs and bring meaningful relief to patients underserved by the current standard of care for multiple highly prevalent indications, all while delivering long term value to our stockholders.

2. Basis of Presentation, Principles of Consolidation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) applicable to interim financial information and pursuant to the instructions of the Securities and Exchange Commission (SEC) on Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Further, the results of our operations for any interim periods are not necessarily indicative of the results that may be expected for any other interim period or the full fiscal year. In the opinion of management, all normal and recurring adjustments considered necessary for a fair presentation have been included. The condensed consolidated balance sheet at March 31, 2025, has been derived from our audited consolidated financial statements but does not include all disclosures required by U.S. GAAP. Because all of the disclosures required by U.S. GAAP for complete financial statements are not included herein, these unaudited condensed consolidated financial statements and the accompanying notes should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended March 31, 2025 (Annual Report), filed with the SEC on June 17, 2025.

Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Updates (ASU) promulgated by the Financial Accounting Standards Board (FASB).

The accompanying unaudited condensed consolidated financial statements include the accounts of Vistagen and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Liquidity and Going Concern

We have incurred significant losses and negative cash flows from operations since inception. As of June 30, 2025, we had an accumulated deficit of $422.7 million and cash used in operations for the three months ended June 30, 2025 was $18.8 million. We expect that our operating losses and negative cash flows will continue for the foreseeable future as we continue to develop and, if approved, commercialize our product candidates.

As of June 30, 2025, we had cash, cash equivalents, and marketable securities of $63.2 million. As of August 7, 2025, the issuance date of the condensed consolidated financial statements as of and for the three months ended June 30, 2025, there is uncertainty about whether our combined cash, cash equivalents, and marketable securities will be sufficient to fund operations beyond twelve months from the issuance date of these condensed consolidated financial statements and therefore we concluded that substantial doubt exists about the our ability to continue as a going concern.

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above.

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Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Estimates made in the accompanying condensed consolidated financial statements include, but are not limited to, those relating to stock-based compensation, revenue recognition, research and development expense, determination of right-of-use assets under lease transactions and related lease obligations, and the assumptions used to value warrants. Although these estimates are based on our knowledge of current events, historical experiences, actions we may undertake in the future and on various other assumptions we believe are reasonable, actual results may materially differ from these estimates and assumptions.

Fair Value Measurements

We measure cash equivalents and available-for-sale debt securities at fair value. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A framework is used for measuring fair value utilizing a three-tier hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.

Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2—Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3—Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little or no market activity).

Money market funds are highly liquid investments and are classified as Level 1. The pricing information for these assets is readily available and can be independently validated as of the measurement date. Available-for sale debt securities are valued using observable inputs from similar assets, or from observable data in markets that are not active. These assets are classified as Level 2.

Marketable Securities

Marketable securities consist of U.S. treasury securities. These securities are classified as available-for sale, as the sale of such securities may be required prior to their maturity. Available-for-sale securities are recorded at fair value, with the related unrealized gains and losses included in accumulated other comprehensive income or loss and included as a separate component of stockholders' equity. Our marketable debt securities are classified as cash equivalents if the original maturity, from the date of purchase, is 90 days or less, and as marketable securities if the original maturity, from the date of purchase, is in excess of 90 days. Our cash equivalents are generally composed of U.S. treasury securities and money market funds. The amortized cost of available-for-sale securities reflects amortization of premiums and accretion of discounts to maturity. Premiums and discounts on debt securities are amortized into interest and other income, net. The Company classifies investments in marketable debt securities as current assets, regardless of the stated maturity date, which may be beyond one year from the current balance sheet date. Short-term classification reflects management's view that the entire portfolio is available, and the Company may use the proceeds from sale of these investments to fund current operations, as necessary.

Recently Issued Accounting Pronouncements

There were no significant updates not already disclosed in the Company’s audited consolidated financial statements for the years ended March 31, 2025, and 2024, to the recently issued accounting standards for the three months ended June 30, 2025.

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Issued Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. ASU 2023-09 is effective for public entities with annual periods beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of this guidance on our financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (ASU 2024-03), which requires new disclosures to disaggregate prescribed natural expenses underlying any income statement caption. ASU 2024-03 is effective for annual periods in fiscal years beginning after December 15, 2026, and interim periods thereafter. Early adoption is permitted. ASU 2024-03 applies on a prospective basis for periods beginning after the effective date. However, retrospective application to any or all prior periods presented is permitted. We are currently evaluating the impact of this guidance on our financial statements.

3. Fair Value Measurements

The following tables show our cash, cash equivalents and marketable securities at fair value as of June 30, 2025 and March 31, 2025 (in thousands):


	June 30, 2025
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents:
Cash and money market funds	$	48,985	$	—	$	—	$	48,985
Marketable securities
U.S. treasury securities	—		14,195		—		14,195
Total	$	48,985	$	14,195	$	—	$	63,180


	March 31, 2025
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents:
Cash and money market funds	$	67,131	$	—	$	—	$	67,131
Marketable securities
U.S. treasury securities	—		13,351		—		13,351
Total	$	67,131	$	13,351	$	—	$	80,482

The carrying amounts of our prepaid expenses and other current assets, accounts payable, and accrued expenses, approximate fair value due to their short maturities. We had no financial liabilities measured at fair value on a recurring basis at June 30, 2025 or March 31, 2025. There were no transfers between Levels 1, 2 or 3 for any of the periods presented.

We did not record any impairment charges related to our marketable debt securities during the three months ended June 30, 2025 or 2024.

The following tables summarizes our marketable securities as of June 30, 2025 and March 31, 2025 (in thousands):

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		June 30, 2025
	Maturity (in years)	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
U.S. treasury notes	Less than 1	$	14,194	$	1	$	—	$	14,195
Total		$	14,194	$	1	$	—	$	14,195


		March 31, 2025
	Maturity (in years)	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
U.S. treasury notes	Less than 1	$	13,346	$	5	$	—	$	13,351
Total		$	13,346	$	5	$	—	$	13,351

4. Notes Payable

In May 2025, we executed a 6.54% promissory note in the principal amount of $1.0 million in connection with certain insurance policy premiums. The note is payable in monthly installments of approximately $0.1 million, including principal and interest, through April 2026. As of June 30, 2025, the outstanding balance related to the premium financing was $0.9 million. Interest accrued related to the premium financing arrangement was immaterial as of June 30, 2025.

5. Capital Stock

Common Stock

October 2023 Public Offering

On October 2, 2023, we completed an underwritten public offering (the October 2023 Public Offering), whereby we offered and sold, for gross proceeds of approximately $100 million, a total of 15,010,810 shares of our common stock and a total of 3,577,240 pre-funded warrants to purchase up to 3,577,240 shares of common stock (the Pre-Funded Warrants). Each share of common stock and each Pre-Funded Warrant was issued together with a ratably allocated portion of warrants to purchase up to 9,294,022 shares of common stock with an exercise price of $5.38 per share (the T1 Warrants) and warrants to purchase 11,265,086 shares of common stock with an exercise price of $8.877 per share (the T2 Warrants). The net proceeds to us from the October 2023 Public Offering were approximately $93.5 million, after deducting expenses related to the offering, including commissions, legal expenses and other offering costs.

The Pre-Funded Warrants, T1 Warrants and T2 Warrants (collectively, the Warrants) are fully exercisable, only at the option of the holder. Holders may also exercise the T1 Warrants and T2 Warrants for Pre-Funded Warrants at their option. We may not effect the exercise of any Warrants, and a holder will not be entitled to exercise any portion of any of the Warrants, which, upon giving effect to such exercise, would cause the aggregate number of shares of common stock beneficially owned by the holder of such Warrant (together with its affiliates) to exceed 9.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise. However, any holder may increase or decrease such percentage to any other percentage (not to exceed 19.99% if exceeding such percentage would result in a change of control under Nasdaq Listing Rule 5636(b) or any successor rule) upon at least 61 days’ prior notice from the holder to us subject to the terms of the respective warrant agreement.

We evaluated the terms of the Warrants issued and determined that they should be classified as equity instruments within additional paid-in capital. The Warrants are equity classified because they (i) are freestanding financial instruments that are legally detachable and separately exercisable from the other equity instruments, (ii) are immediately exercisable, (iii) do not embody an obligation for the Company to repurchase its shares, (iv) permit the holders to receive a fixed number of shares of common stock upon exercise, (v) are indexed to the Company’s common stock and (vi) meet the equity classification criteria. In addition, such Warrants do not provide any guarantee of value or return.

Open Market Sale Agreement

In May 2021, we entered into an Open Market Sale Agreement (the Sales Agreement) with Jefferies LLC (Jefferies) as sales agent, with respect to an at-the-market offering program under which we were permitted, at our option, to offer and

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sell, from time to time, shares of our common stock having an aggregate offering price of up to $75.0 million. In February 2024, the aggregate offering price available under the Sales Agreement was increased to up to $100 million, and in June 2025, the aggregate offering price available under the Sales Agreement was increased to up to $175 million. As of June 30, 2025, approximately $171.5 million of common stock remained available for sale under the Sales Agreement.

We sold no shares under the Sales Agreement during the three months ended June 30, 2024. During the three months ended June 30, 2025, we sold 190,067 shares of our common stock in at-the-market transactions under the Sales Agreement, resulting in net cash proceeds of approximately $0.4 million after sales agent commissions. We pay Jefferies a commission of up to three percent (3.0%) of the aggregate gross proceeds from any sales under the Sales Agreement.

Common Stock Warrants

At June 30, 2025, the following common stock warrants were outstanding:


Number of Common Shares Underlying Warrants	Exercise Price Per Share	Expiration Date
12,352	$21.900	7/25/2025
2,788,620	$0.001	N/A
9,294,022	$5.380	(a)
11,265,086	$8.877	10/4/2028

(a)The warrants will expire 60 days after the later of (i) the date on which the Company first publicly discloses, whether by press release or Current Report on Form 8-K, the top-line results of its PALISADE-3 Phase 3 clinical trial and (ii) the date on which the Company first publicly discloses, whether by press release or Current Report on Form 8-K, the top-line results of its PALISADE-4 Phase 3 clinical trial.

The weighted average exercise price of all outstanding warrants at June 30, 2025 is $6.43 per share. No outstanding warrant is subject to any down-round anti-dilution protection feature. All outstanding warrants are exercisable by the holders only by payment in cash of the stated exercise price per share, except the Pre-Funded Warrants and the T2 Warrants issued in connection with the October 2023 Public Offering, which may be exercised through a cashless exercise, via exchange of a portion of warrants to cover the exercise price. In October 2024, Pre-Funded Warrants to purchase 788,620 shares of common stock were exercised on a cashless basis, resulting in the issuance of 788,359 shares of common stock. In December 2024, 33,334 warrants to purchase common stock, with an exercise price of $15.00 per share, expired.

There were no warrant exercises during the three months ended June 30, 2025.

6. Stock-Based Compensation

A summary of our stock option activity for the period ended June 30, 2025 is as follows (in thousands, except share and per share data and years):


	Options	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding at March 31, 2025	3,239,642	$	10.32	8.4	$	8
Granted	1,520,377	$	1.96
Exercised	—	$	—
Forfeited	(34,855)	$	9.39
Expired	—	$	—
Outstanding at June 30, 2025	4,725,164	$	7.63	8.8	$	62
Exercisable at June 30, 2025	1,572,536	$	17.20	7.4	$	3
Vested and expected to vest as of June 30, 2025	4,725,164	$	7.63	8.8	$	62

Stock-Based Compensation Expense

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The fair value of stock options granted was estimated using the following assumptions:


	Three Months Ended June 30,
	2025	2024
Risk-free interest rate	3.88% - 4.14%	4.19% - 4.43%
Expected term (years)	5.15 - 6.40

SEC Form 10-Q filed by Vistagen Therapeutics Inc.