vtgn-20250930

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 September 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 November 12, 2025, 39,495,451 shares of the registrant’s common stock, $0.001 par value, were outstanding.

Table of Contents

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			14
Item 3. Quantitative and Qualitative Disclosures About Market Risk			27
Item 4. Controls and Procedures			27

PART II. OTHER INFORMATION

Item 1. Legal Proceedings			28
Item 1A. Risk Factors			28
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			80
Item 3. Defaults Upon Senior Securities			80
Item 4. Mine Safety Disclosures			81
Item 5. Other Information			81
Item 6. Exhibits			81

SIGNATURES			82

Table of Contents

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)


	September 30, 2025		March 31, 2025
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	62,786	$	67,131
Marketable securities	14,389		13,351
Prepaid expenses and other current assets	1,759		1,594
Total current assets	78,934		82,076
Property and equipment, net	516		476
Right-of-use asset - operating lease	1,074		1,335
Other assets	405		454
Total assets	$	80,929	$	84,341
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,831	$	653
Accrued expenses	8,417		8,810
Note payable	658		—
Deferred revenue - current portion	2,141		2,588
Operating lease obligation - current portion	597		561
Total current liabilities	13,644		12,612
Deferred revenue - non-current portion	336		391
Operating lease obligation - non-current portion	610		948
Total liabilities	14,590		13,951
Commitments and contingencies (Note 10)
Stockholders’ equity:
Preferred stock, $0.001 par value; 10,000,000 shares authorized at September 30, 2025 and March 31, 2025; no shares outstanding at September 30, 2025 and March 31, 2025	—		—
Common stock, $0.001 par value; 325,000,000 shares authorized at September 30, 2025 and March 31, 2025; 38,895,568 and 29,001,481 shares issued at September 30, 2025 and March 31, 2025, respectively	39		29
Additional paid-in capital	512,398		481,956
Treasury stock, at cost, 4,522 shares of common stock held at September 30, 2025 and March 31, 2025	(3,968)		(3,968)
Accumulated other comprehensive income	14		5
Accumulated deficit	(442,144)		(407,632)
Total stockholders’ equity	66,339		70,390
Total liabilities and stockholders’ equity	$	80,929	$	84,341

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

VISTAGEN THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(unaudited)

(in thousands, except share and per share data)


	Three Months Ended September 30,				Six Months Ended September 30,
	2025		2024		2025		2024
Revenues:
Sublicense and other revenue	$	258	$	183	$	502	$	267
Total revenues	258		183		502		$	267
Operating expenses:
Research and development	15,915		10,215		27,693		$	17,863
General and administrative	4,396		4,195		8,667		$	8,762
Total operating expenses	20,311		14,410		36,360		$	26,625
Loss from operations	(20,053)		(14,227)		(35,858)		$	(26,358)
Other income, net:
Interest income, net	630		1,273		1,342		$	2,671
Other income	6		—		4		—
Loss before income taxes	(19,417)		(12,954)		(34,512)		(23,687)
Income taxes	—		(7)		—		$	(7)
Net loss	$	(19,417)	$	(12,961)	$	(34,512)	$	(23,694)
Unrealized gain on marketable securities	13		20		14		22
Comprehensive loss	$	(19,404)	$	(12,941)	$	(34,498)	$	(23,672)
Basic and diluted net loss per common share	$	(0.54)	$	(0.42)	$	(1.02)	$	(0.77)
Weighted average common shares outstanding, basic and diluted	35,749,160		30,632,347		33,850,346		30,617,970

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

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
Stock-based compensation expense	—	—		1,112		—		—		—		1,112
Unrealized gain on marketable securities available-for-sale, net	—	—		—		—		20		—		20
Net loss	—	—		—		—		—		(12,961)		(12,961)
Balance at September 30, 2024	27,059,629	$	27	$	476,801	$	(3,968)	$	22	$	(379,908)	$	92,974


	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 loss 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
Stock-based compensation expense	—	—		1,096		—		—		—		1,096
Issuance of common stock under Open Market Sale Agreement, net of issuance costs	9,608,772	10		27,872		—		—		—		27,882
Issuance of common stock upon exercise of stock options	211	—		—		—		—		—		—
Unrealized gain on marketable securities available-for-sale, net	—	—		—		—		13		—		13
Net loss	—	—		—		—		—		(19,417)		(19,417)
Balance at September 30, 2025	38,895,568	$	39	$	512,398	$	(3,968)	$	14	$	(442,144)

SEC Form 10-Q filed by Vistagen Therapeutics Inc.