VTGN

SEC source: 0001415889-24-007095 · form4-03062024_060304.xml · derivative · entry 1

Cunningham Ann Michelle · CIK 0001764572 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 12,500

Underlying: Common Stock · 12,500 shares

Expires 2034-03-04

F1 · derivative.exercise_date: Represents stock options granted pursuant to the Issuer's Amended and Restated 2019 Omnibus Equity Incentive Plan, as amended, which vest in twelve equal monthly installments, beginning on the date of the grant.

SEC source: 0001415889-24-007096 · form4-03062024_060307.xml · derivative · entry 1

Curley Joanne · CIK 0001857670 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 12,500

Underlying: Common Stock · 12,500 shares

Expires 2034-03-04

F1 · derivative.exercise_date: Represents stock options granted pursuant to the Issuer's Amended and Restated 2019 Omnibus Equity Incentive Plan, as amended, which vest in twelve equal monthly installments, beginning on the date of the grant.

SEC source: 0001415889-24-000350 · form4-01032024_100124.xml · nonDerivative · entry 1

Adler Reid G. · CIK 0001924908 · CHF CORP DEVEL OFF, GEN COUNS

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 11,655

F1 · shares: Shares purchased pursuant to the Vistagen Therapeutics, Inc. 2019 Employee Stock Purchase Plan.

SEC source: 0001415889-24-000344 · form4-01032024_100142.xml · nonDerivative · entry 1

Singh Shawn · CIK 0001412071 · Director · CHIEF EXECUTIVE OFFICER

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 5,633

F1 · shares: Shares purchased pursuant to the Vistagen Therapeutics, Inc. 2019 Employee Stock Purchase Plan.

SEC source: 0001493152-23-036497 · ownership.xml · derivative · entry 3

COMMODORE CAPITAL LP · CIK 0001831942 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Commodore Capital Master LP

Disclosed balance after: 1,690,014

Underlying: Common Stock · 1,690,014 shares

Expires 2028-10-04

F1 · shares: On October 4, 2023, Vistagen Therapeutics, Inc. (the "Issuer") closed an offering of 15,010,810 shares of its common stock, $0.001 par value per share ("Common Stock") with accompanying common warrants to purchase up to 9,294,022 shares of Common Stock (or pre-funded warrants to purchase up to 9,294,022 shares of Common Stock in lieu thereof) (the "Tranche 1 Warrants") and accompanying common warrants to purchase up to 11,265,086 shares of Common Stock (or pre-funded warrants to purchase up to 11,265,086 shares of Common Stock in lieu thereof) (the "Tranche 2 Warrants"). In lieu of shares of Common Stock, the Issuer offered pre-funded warrants to purchase up to 3,577,240 shares of Common Stock (the "Pre-Funded Warrants") with accompanying Tranche 1 Warrants and accompanying Tranche 2 Warrants. As a result of the offering and certain ownership limitations described below, Commodore Capital LP ("Commodore Capital") is no longer a 10% beneficial owner of the Issuer.

F3 · price: The Issuer offered Pre-Funded Warrants at a combined offering price of $5.379 per Pre-Funded Warrant, accompanying Tranche 1 Warrant, and accompanying Tranche 2 Warrant.

F6 · derivative.expiration_date: The Tranche 2 Warrants are exercisable from the date of issuance and expire on October 4, 2028. The Tranche 2 Warrants contain an exercise limitation prohibiting Commodore Master from exercising the Tranche 2 Warrants until such time as the holder, together with certain related parties, would not beneficially own after any such exercise more than 9.99% of the then issued and outstanding Common Stock. Due to this blocker, the Tranche 2 Warrants owned by Commodore Master are not fully exercisable at this time. The blocker percentage may be increased up to 19.99% or decreased by Commodore Master upon 61 days' notice to the Issuer.

F4 · ownership.nature: The securities are held directly by Commodore Master. Commodore Capital is the investment manager to Commodore Master. Michael Kramarz and Robert Egen Atkinson are the managing partners of Commodore Capital and exercise investment and dispositive power over the securities held by Commodore Master. Each of Commodore Capital, Dr. Kramarz and Dr. Atkinson disclaim beneficial ownership of such securities, except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that Commodore Capital, Commodore Master, Dr. Kramarz and Dr. Atkinson or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0001493152-23-036497 · ownership.xml · derivative · entry 2

COMMODORE CAPITAL LP · CIK 0001831942 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Commodore Capital Master LP

Disclosed balance after: 1,394,310

Underlying: Common Stock · 1,394,310 shares

Expires not disclosed

F1 · shares: On October 4, 2023, Vistagen Therapeutics, Inc. (the "Issuer") closed an offering of 15,010,810 shares of its common stock, $0.001 par value per share ("Common Stock") with accompanying common warrants to purchase up to 9,294,022 shares of Common Stock (or pre-funded warrants to purchase up to 9,294,022 shares of Common Stock in lieu thereof) (the "Tranche 1 Warrants") and accompanying common warrants to purchase up to 11,265,086 shares of Common Stock (or pre-funded warrants to purchase up to 11,265,086 shares of Common Stock in lieu thereof) (the "Tranche 2 Warrants"). In lieu of shares of Common Stock, the Issuer offered pre-funded warrants to purchase up to 3,577,240 shares of Common Stock (the "Pre-Funded Warrants") with accompanying Tranche 1 Warrants and accompanying Tranche 2 Warrants. As a result of the offering and certain ownership limitations described below, Commodore Capital LP ("Commodore Capital") is no longer a 10% beneficial owner of the Issuer.

F3 · price: The Issuer offered Pre-Funded Warrants at a combined offering price of $5.379 per Pre-Funded Warrant, accompanying Tranche 1 Warrant, and accompanying Tranche 2 Warrant.

F5 · derivative.expiration_date: The Tranche 1 Warrants are exercisable from the date of issuance and expire 60 days after the later of (i) the date on which the Issuer first publicly discloses, whether by press release or Form 8-K filing, the top-line data for its PALISADE-3 study and (ii) the date on which the Issuer first publicly discloses, whether by press release or Form 8-K filing, the top-line data for its PALISADE-4 study. The Tranche 1 Warrants contain an exercise limitation prohibiting Commodore Master from exercising the Tranche 1 Warrants until such time as the holder, together with certain related parties, would not beneficially own after any such exercise more than 9.99% of the then issued and outstanding Common Stock. Due to this blocker, the Tranche 1 Warrants owned by Commodore Master are not fully exercisable at this time. The blocker percentage may be increased up to 19.99% or decreased by Commodore Master upon 61 days' notice to the Issuer.

F4 · ownership.nature: The securities are held directly by Commodore Master. Commodore Capital is the investment manager to Commodore Master. Michael Kramarz and Robert Egen Atkinson are the managing partners of Commodore Capital and exercise investment and dispositive power over the securities held by Commodore Master. Each of Commodore Capital, Dr. Kramarz and Dr. Atkinson disclaim beneficial ownership of such securities, except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that Commodore Capital, Commodore Master, Dr. Kramarz and Dr. Atkinson or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0001493152-23-036497 · ownership.xml · derivative · entry 1

COMMODORE CAPITAL LP · CIK 0001831942 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Commodore Capital Master LP

Disclosed balance after: 2,788,620

Underlying: Common Stock · 2,788,620 shares

Expires not disclosed

F1 · shares: On October 4, 2023, Vistagen Therapeutics, Inc. (the "Issuer") closed an offering of 15,010,810 shares of its common stock, $0.001 par value per share ("Common Stock") with accompanying common warrants to purchase up to 9,294,022 shares of Common Stock (or pre-funded warrants to purchase up to 9,294,022 shares of Common Stock in lieu thereof) (the "Tranche 1 Warrants") and accompanying common warrants to purchase up to 11,265,086 shares of Common Stock (or pre-funded warrants to purchase up to 11,265,086 shares of Common Stock in lieu thereof) (the "Tranche 2 Warrants"). In lieu of shares of Common Stock, the Issuer offered pre-funded warrants to purchase up to 3,577,240 shares of Common Stock (the "Pre-Funded Warrants") with accompanying Tranche 1 Warrants and accompanying Tranche 2 Warrants. As a result of the offering and certain ownership limitations described below, Commodore Capital LP ("Commodore Capital") is no longer a 10% beneficial owner of the Issuer.

F3 · price: The Issuer offered Pre-Funded Warrants at a combined offering price of $5.379 per Pre-Funded Warrant, accompanying Tranche 1 Warrant, and accompanying Tranche 2 Warrant.

F2 · derivative.expiration_date: The Pre-Funded Warrants are exercisable from the date of issuance until fully exercised. The Pre-funded Warrants contain an exercise limitation prohibiting Commodore Capital Master LP ("Commodore Master") from exercising the Pre-Funded Warrants until such time as the holder, together with certain related parties, would not beneficially own after any such exercise more than 9.99% of the then issued and outstanding Common Stock. Due to this blocker, the Pre-funded Warrants owned by Commodore Master are not fully exercisable at this time. The blocker percentage may be increased up to 19.99% or decreased by Commodore Master upon 61 days' notice to the Issuer.

F4 · ownership.nature: The securities are held directly by Commodore Master. Commodore Capital is the investment manager to Commodore Master. Michael Kramarz and Robert Egen Atkinson are the managing partners of Commodore Capital and exercise investment and dispositive power over the securities held by Commodore Master. Each of Commodore Capital, Dr. Kramarz and Dr. Atkinson disclaim beneficial ownership of such securities, except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that Commodore Capital, Commodore Master, Dr. Kramarz and Dr. Atkinson or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0001415889-23-012532 · form4-08232023_050842.xml · derivative · entry 1

Anderson Cynthia Lynn · CIK 0001989905 · CHIEF FINANCIAL OFFICER

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 8,333

Underlying: Common Stock · 8,333 shares

Expires 2033-08-21

F2 · price: The stock options were granted in connection with the Reporting Person's appointment as Chief Financial Officer and pursuant to the Issuer's 2019 Omnibus Equity Incentive Plan.

F1 · derivative.exercise_date: 25% of the stock options vest on August 21, 2024 (the "Vesting Start Date") and 1/36th of the remaining number of shares vest monthly thereafter until all awarded shares are fully vested three (3) years after the Vesting Start Date.

SEC source: 0001493152-23-027352 · ownership.xml · nonDerivative · entry 1

COMMODORE CAPITAL LP · CIK 0001831942 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Commodore Capital Master LP

Disclosed balance after: 1,575,000

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $16.00 to $25.00 per share, inclusive. The Reporting Person undertakes to provide to Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth herein.

F2 · ownership.nature: The shares are held directly by Commodore Capital Master LP ("Commodore Master"). Commodore Capital LP ("Commodore Capital") is the investment manager to Commodore Master. Michael Kramarz and Robert Egen Atkinson are the managing partners of Commodore Capital and exercise investment and dispositive power over the securities held by Commodore Master. Each of Commodore Capital, Dr. Kramarz and Dr. Atkinson disclaim beneficial ownership of such securities, except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that Commodore Capital, Commodore Master, Dr. Kramarz and Dr. Atkinson or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0001415889-23-010720 · form4-07052023_040703.xml · nonDerivative · entry 1

Adler Reid G. · CIK 0001924908 · CHIEF LEGAL OFFICER

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 11,488

F1 · shares: Shares purchased under the Vistagen Therapeutics, Inc. 2019 Employee Stock Purchase Plan ("ESPP").

SEC source: 0001415889-23-010721 · form4-07052023_040705.xml · nonDerivative · entry 1

Singh Shawn · CIK 0001412071 · Director · CHIEF EXECUTIVE OFFICER

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 5,466

F1 · shares: Shares purchased under the Vistagen Therapeutics, Inc. 2019 Employee Stock Purchase Plan ("ESPP").

SEC source: 0001415889-23-010719 · form4-07052023_040701.xml · nonDerivative · entry 1

DOTSON JERROLD DUANE · CIK 0001388853 · VP, CFO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 3,671

F1 · shares: Shares purchased under the Vistagen Therapeutics, Inc. 2019 Employee Stock Purchase Plan ("ESPP").

SEC source: 0001415889-23-000041 · form4-01032023_090116.xml · nonDerivative · entry 1

Singh Shawn · CIK 0001412071 · Director · CHIEF EXECUTIVE OFFICER

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 158,998

F1 · kind: Shares purchased under the Vistagen Therapeutics, Inc. 2019 Employee Stock Purchase Plan ("ESPP").

SEC source: 0001415889-23-000043 · form4-01032023_090100.xml · nonDerivative · entry 1

DOTSON JERROLD DUANE · CIK 0001388853 · VP, CFO AND SECRETARY

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 105,111

F1 · kind: Shares purchased under the Vistagen Therapeutics, Inc. 2019 Employee Stock Purchase Plan ("ESPP").

SEC source: 0001415889-22-008937 · form4-08222022_020840.xml · nonDerivative · entry 2

GIN JERRY B · CIK 0000901014 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Spouse

Disclosed balance after: 100,000

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.1772 to $0.1805, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (1) to this Form 4.

SEC source: 0001415889-22-008937 · form4-08222022_020840.xml · nonDerivative · entry 1

GIN JERRY B · CIK 0000901014 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 100,000

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.1772 to $0.1805, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (1) to this Form 4.

SEC source: 0001415889-22-008814 · form4-08182022_120836.xml · nonDerivative · entry 1

Singh Shawn · CIK 0001412071 · Director · CHIEF EXECUTIVE OFFICER

10b5-1 filing: Not disclosed

Ownership: Indirect · By The 1997 Singh Family Trust U/R/D 05/29/97

Disclosed balance after: 626,234

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.1600 to $0.1975, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (1) to this Form 4.

SEC source: 0001415889-22-008894 · form4-08192022_030801.xml · nonDerivative · entry 1

Adler Reid G. · CIK 0001924908 · CHIEF LEGAL OFFICER

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 334,629

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.1689 to $0.1701, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (1) to this Form 4.

SEC source: 0001415889-22-007686 · form4-07152022_040701.xml · nonDerivative · entry 1

DOTSON JERROLD DUANE · CIK 0001388853 · VP, CFO AND SECRETARY

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 100,111

F1 · kind: Shares purchased under the Vistagen Therapeutics, Inc. 2019 Employee Stock Purchase Plan ("ESPP").

F2 · balance_after: Amount includes shares held by the Reporting Person as of the date of this Form 4, but inadvertently excluded from previously filed reports.

SEC source: 0001209191-22-042152 · doc4.xml · nonDerivative · entry 1

Venrock Healthcare Capital Partners II, L.P. · CIK 0001602264 · 10% owner

VHCP Co-Investment Holdings II, LLC · CIK 0001615983 · 10% owner

VHCP Management II, LLC · CIK 0001602263 · 10% owner

Venrock Healthcare Capital Partners III, L.P. · CIK 0001738048 · 10% owner

VHCP Co-Investment Holdings III, LLC · CIK 0001750761 · 10% owner

VHCP Management III, LLC · CIK 0001738053 · 10% owner

Venrock Healthcare Capital Partners EG, L.P. · CIK 0001808512 · 10% owner

VHCP Management EG, LLC · CIK 0001808518 · 10% owner

Koh Bong Y · CIK 0001615979 · 10% owner

Shah Nimish P · CIK 0001698082 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By Funds

Disclosed balance after: 20,637,286

F1 · shares: Consists of 14,348 shares sold by Venrock Healthcare Capital Partners II, L.P. ("VHCP II"), 5,814 shares sold by VHCP Co-Investment Holdings II, LLC ("VHCP II Co"), 4,688 shares sold by Venrock Healthcare Capital Partners III, L.P. ("VHCP III"), 469 shares sold by VHCP Co-Investment Holdings III, LLC ("VHCP III Co") and 34,681 shares sold by Venrock Healthcare Capital Partners EG, L.P. ("VHCP EG").

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.86 to $0.91, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F3 · balance_after: Consists of 4,935,020 shares held by VHCP II, 1,999,971 shares held by VHCP II Co, 1,612,582 shares held by VHCP III, 161,351 shares held by VHCP III Co and 11,928,362 shares held by VHCP EG.

F4 · ownership.nature: VHCP Management II, LLC ("VHCPM II") is the sole general partner of VHCP II and the sole manager of VHCP II Co. VHCP Management III, LLC ("VHCPM III") is the sole general partner of VHCP III and the sole manager of VHCP III Co. VHCP Management EG, LLC ("VHCPM EG") is the sole general partner of VHCP EG. Dr. Bong Koh and Nimish Shah are the voting members of VHCPM II, VHCPM III and VHCPM EG. Dr. Koh, Mr. Shah, VHCPM II, VHCPM III and VHCPM EG disclaim beneficial ownership over all shares held by VHCP II, VHCP II Co, VHCP III, VHCP III Co and VHCP EG, except to the extent of their respective indirect pecuniary interests therein.

SEC source: 0001415889-22-007688 · form4-07152022_040717.xml · nonDerivative · entry 1

Singh Shawn · CIK 0001412071 · Director · CHIEF EXECUTIVE OFFICER

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 153,998

F1 · kind: Shares purchased under the VistaGen Therapeutics, Inc. 2019 Employee Stock Purchase Plan in a transaction exempt under Rule 16b-3(c)

SEC source: 0001415889-22-007687 · form4-07152022_040709.xml · nonDerivative · entry 1

Smith Mark Alan · CIK 0001677452 · CHIEF MEDICAL OFFICER

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 19,915

F1 · kind: Shares purchased under the VistaGen Therapeutics, Inc. 2019 Employee Stock Purchase Plan in a transaction exempt under Rule 16b-3(c)

SEC source: 0001415889-22-004988 · form4-05162022_100519.xml · derivative · entry 3

Singh Shawn · CIK 0001412071 · Director · CHIEF EXECUTIVE OFFICER

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 70,000

Underlying: Common Stock · 100,000 shares

Expires 2029-09-05

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_date: Stock option vested 25% on the grant date of September 5, 2019, with the remainder vesting monthly over the 36 months thereafter.

SEC source: 0001415889-22-004988 · form4-05162022_100519.xml · nonDerivative · entry 1

Singh Shawn · CIK 0001412071 · Director · CHIEF EXECUTIVE OFFICER

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 148,998

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001415889-22-004542 · form4-05032022_020513.xml · derivative · entry 1

Adler Reid G. · CIK 0001924908 · CHIEF LEGAL OFFICER

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 200,000

Underlying: Common Stock · 200,000 shares

Expires 2032-05-02

F1 · derivative.exercise_date: 25% of the stock options vest on May 2, 2023 (the "Vesting Start Date") and 1/36th of the remaining number of shares vest monthly thereafter until all awarded shares are fully vested three (3) years after the Vesting Start Date.

SEC source: 0001415889-22-002289 · form4-03032022_010355.xml · derivative · entry 1

Rotunno Mary L. · CIK 0001869200 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 100,000

Underlying: Common Stock · 100,000 shares

Expires 2032-03-01

F1 · derivative.exercise_date: Represents stock options granted pursuant to the Issuer's Amended and Restated 2019 Omnibus Equity Incentive Plan, which vest in twelve equal monthly installments, beginning on the date of the grant.

SEC source: 0001415889-22-002292 · form4-03032022_010333.xml · derivative · entry 1

GIN JERRY B · CIK 0000901014 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 100,000

Underlying: Common Stock · 100,000 shares

Expires 2032-03-01

F1 · derivative.exercise_date: Represents stock options granted pursuant to the Issuer's Amended and Restated 2019 Omnibus Equity Incentive Plan, which vest in twelve equal monthly installments, beginning on the date of the grant.

SEC source: 0001415889-22-002290 · form4-03032022_010344.xml · derivative · entry 1

SAXE JON S · CIK 0001114914 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 100,000

Underlying: Common Stock · 100,000 shares

Expires 2032-03-01

F1 · derivative.exercise_date: Represents stock options granted pursuant to the Issuer's Amended and Restated 2019 Omnibus Equity Incentive Plan, which vest in twelve equal monthly installments, beginning on the date of the grant.

SEC source: 0001415889-22-002294 · form4-03032022_010311.xml · derivative · entry 1

Singh Shawn · CIK 0001412071 · Director · CHIEF EXECUTIVE OFFICER

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 300,000

Underlying: Common Stock · 300,000 shares

Expires 2032-03-01

F1 · derivative.exercise_date: Represents stock options granted pursuant to the Issuer's Amended and Restated 2019 Omnibus Equity Incentive Plan. Twenty-five percent (25%) of the total number of shares vest immediately on March 1, 2022 (the "Vesting Start Date") and 1/24th of the remaining number of shares shall vest monthly thereafter until all awarded shares are fully vested two (2) years after the Vesting Start Date.

SEC source: 0001415889-22-002300 · form4-03032022_010304.xml · derivative · entry 1

DOTSON JERROLD DUANE · CIK 0001388853 · VP, CFO AND SECRETARY

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 150,000

Underlying: Common Stock · 150,000 shares

Expires 2032-03-01

F1 · derivative.exercise_date: Represents stock options granted pursuant to the Issuer's Amended and Restated 2019 Omnibus Equity Incentive Plan. Twenty-five percent (25%) of the total number of shares vest immediately on March 1, 2022 (the "Vesting Start Date") and 1/24th of the remaining number of shares shall vest monthly thereafter until all awarded shares are fully vested two (2) years after the Vesting Start Date.

SEC source: 0001415889-22-002297 · form4-03032022_010306.xml · derivative · entry 1

Smith Mark Alan · CIK 0001677452 · CHIEF MEDICAL OFFICER

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 150,000

Underlying: Common Stock · 150,000 shares

Expires 2032-03-01

F1 · derivative.exercise_date: Represents stock options granted pursuant to the Issuer's Amended and Restated 2019 Omnibus Equity Incentive Plan. Twenty-five percent (25%) of the total number of shares vest immediately on March 1, 2022 (the "Vesting Start Date") and 1/24th of the remaining number of shares shall vest monthly thereafter until all awarded shares are fully vested two (2) years after the Vesting Start Date.

SEC source: 0001415889-22-002296 · form4-03032022_010313.xml · derivative · entry 1

Cunningham Ann Michelle · CIK 0001764572 · Director · CHIEF COMMERCIAL OFFICER

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 150,000

Underlying: Common Stock · 150,000 shares

Expires 2032-03-01

F1 · derivative.exercise_date: Represents stock options granted pursuant to the Issuer's Amended and Restated 2019 Omnibus Equity Incentive Plan. Twenty-five percent (25%) of the total number of shares vest immediately on March 1, 2022 (the "Vesting Start Date") and 1/24th of the remaining number of shares shall vest monthly thereafter until all awarded shares are fully vested two (2) years after the Vesting Start Date.

SEC source: 0001415889-22-002291 · form4-03032022_010341.xml · derivative · entry 1

FitzPatrick Margaret M · CIK 0001873879 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 100,000

Underlying: Common Stock · 100,000 shares

Expires 2032-03-01

F1 · derivative.exercise_date: Represents stock options granted pursuant to the Issuer's Amended and Restated 2019 Omnibus Equity Incentive Plan, which vest in twelve equal monthly installments, beginning on the date of the grant.

SEC source: 0001415889-22-002287 · form4-03032022_010302.xml · derivative · entry 1

Curley Joanne · CIK 0001857670 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 100,000

Underlying: Common Stock · 100,000 shares

Expires 2032-03-01

F1 · derivative.exercise_date: Represents stock options granted pursuant to the Issuer's Amended and Restated 2019 Omnibus Equity Incentive Plan, which vest in twelve equal monthly installments, beginning on the date of the grant.

SEC source: 0001415889-22-000507 · form4-01122022_020137.xml · derivative · entry 2

DOTSON JERROLD DUANE · CIK 0001388853 · VP, CFO AND SECRETARY

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,625

Underlying: Common Stock · 34,375 shares

Expires 2029-05-23

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_date: 25% of the shares subject to this stock option vested May 23, 2019, with the the remaining shares vesting in 1/36th installments on each monthly anniversary thereafter.

SEC source: 0001415889-22-000507 · form4-01122022_020137.xml · nonDerivative · entry 1

DOTSON JERROLD DUANE · CIK 0001388853 · VP, CFO AND SECRETARY

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 94,571

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001415889-22-000038 · form4-01032022_010112.xml · nonDerivative · entry 1

SNODGRASS H. RALPH · CIK 0001415876 · PRES./CHIEF SCIENTIFIC OFFICER

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 64,958

F1 · shares: Shares purchased under the VistaGen Therapeutics, Inc. 2019 Employee Stock Purchase Plan in a transaction exempt under Rule 16b-3(c)

SEC source: 0001415889-22-000034 · form4-01032022_010137.xml · nonDerivative · entry 1

Singh Shawn · CIK 0001412071 · Director · CHIEF EXECUTIVE OFFICER

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 48,998

F1 · shares: Shares purchased under the VistaGen Therapeutics, Inc. 2019 Employee Stock Purchase Plan in a transaction exempt under Rule 16b-3(c)

SEC source: 0001415889-22-000046 · form4-01032022_010104.xml · nonDerivative · entry 1

Smith Mark Alan · CIK 0001677452 · CHIEF MEDICAL OFFICER

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 14,915

F1 · shares: Shares purchased under the VistaGen Therapeutics, Inc. 2019 Employee Stock Purchase Plan in a transaction exempt under Rule 16b-3(c)

SEC source: 0001415889-22-000041 · form4-01032022_010120.xml · nonDerivative · entry 1

DOTSON JERROLD DUANE · CIK 0001388853 · VP, CFO AND SECRETARY

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 75,821

F1 · shares: Shares purchased under the VistaGen Therapeutics, Inc. 2019 Employee Stock Purchase Plan in a transaction exempt under Rule 16b-3(c)

SEC source: 0001415889-21-004287 · form4-09082021_030907.xml · nonDerivative · entry 1

DOTSON JERROLD DUANE · CIK 0001388853 · VP, CFO AND SECRETARY

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 72,786

SEC source: 0001415889-21-004226 · form4-09032021_010953.xml · nonDerivative · entry 2

SNODGRASS H. RALPH · CIK 0001415876 · PRES./CHIEF SCIENTIFIC OFFICER

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 61,335

F2 · kind: The Reporting Person received the shares reported herein in connection with the distribution of securities from a family trust, of which the Reporting Person is a beneficiary.

SEC source: 0001415889-21-004226 · form4-09032021_010953.xml · nonDerivative · entry 1

SNODGRASS H. RALPH · CIK 0001415876 · PRES./CHIEF SCIENTIFIC OFFICER

10b5-1 filing: Not disclosed

Ownership: Indirect · By H. Ralph Snodgrass Living Trust, dated 10/2/2008

Disclosed balance after: 33,901

F1 · kind: This transaction involved a gift of securities from the Reporting Person to certain family members who do not share the Reporting Person's household.

SEC source: 0001415889-21-004002 · form4-08182021_030825.xml · nonDerivative · entry 1

SNODGRASS H. RALPH · CIK 0001415876 · PRES./CHIEF SCIENTIFIC OFFICER

10b5-1 filing: Not disclosed

Ownership: Indirect · By H. Ralph Snodgrass Living Trust, dated 10/2/2008

Disclosed balance after: 34,641

F1 · balance_after: Includes shares previously held by the Reporting Person directly, but subsequently transferred to the H. Ralph Snodgrass Living Trust, dated 10/2/2008.

SEC source: 0001415889-21-003674 · form4-07222021_010706.xml · derivative · entry 1

FitzPatrick Margaret M · CIK 0001873879 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 75,000

Underlying: Common Stock · 75,000 shares

Expires 2031-07-21

F1 · derivative.exercise_date: The stock options vest in twelve equal monthly installments, beginning on the date of the grant. The stock options were granted in connection with the Reporting Person's appointment to the Issuer's Board of Directors and pursuant to the Issuer's 2019 Omnibus Equity Incentive Plan.

SEC source: 0001415889-21-003544 · form4-07072021_010752.xml · derivative · entry 1

Rotunno Mary L. · CIK 0001869200 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 75,000

Underlying: Common Stock · 75,000 shares

Expires 2031-07-06

F1 · derivative.exercise_date: The stock options vest in twelve equal monthly installments, beginning on the date of the grant. The stock options were granted in connection with the Reporting Person's appointment to the Issuer's Board of Directors and pursuant to the Issuer's 2019 Omnibus Equity Incentive Plan.

SEC source: 0001415889-21-003389 · form4-07022021_040716.xml · nonDerivative · entry 1

SNODGRASS H. RALPH · CIK 0001415876 · PRES./CHIEF SCIENTIFIC OFFICER

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 91,115

F1 · shares: Shares purchased under the Vistagen Therapeutics, Inc. 2019 Employee Stock Purchase Plan on June 30, 2021 in a transaction exempt under Rule 16b-3(c).

SEC source: 0001415889-21-003387 · form4-07022021_040701.xml · nonDerivative · entry 1

Singh Shawn · CIK 0001412071 · Director · CHIEF EXECUTIVE OFFICER

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 45,375

F1 · shares: Shares purchased under the Vistagen Therapeutics, Inc. 2019 Employee Stock Purchase Plan on June 30, 2021 in a transaction exempt under Rule 16b-3(c).

SEC source: 0001415889-21-003388 · form4-07022021_040710.xml · nonDerivative · entry 1

Smith Mark Alan · CIK 0001677452 · CHIEF MEDICAL OFFICER

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 12,260

F1 · shares: Shares purchased under the Vistagen Therapeutics, Inc. 2019 Employee Stock Purchase Plan on June 30, 2021 in a transaction exempt under Rule 16b-3(c).

SEC source: 0001415889-21-003391 · form4-07022021_040729.xml · derivative · entry 8

DOTSON JERROLD DUANE · CIK 0001388853 · VP, CFO AND SECRETARY

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 140,176

Underlying: Common Stock · 150,000 shares

Expires 2030-04-23

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · derivative.exercise_date: Twenty-five percent (25%) of the total number of shares began vesting immediately on April 23, 2020, with the remaining shares vesting in 1/24th monthly installments thereafter.