VistaGen Therapeutics Inc 2024年度报告

Form10-K xAnnual Report Pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended:March 31, 2025 or Transition Report Pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934 Commission file number:001-37761 Vistagen Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada20-5093315(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.) 343 Allerton AvenueSouth San Francisco,California94080(650)577-3600(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office) Securities registered pursuant to Section12(b) of the Act Name of each exchange on whichregistered Title of each classTrading Symbol(s)Common Stock, par value $0.001 per shareVTGNTheNasdaqCapital Market Securities registered pursuant to Section12(g) of the Act None Indicateby check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the SecuritiesAct.Yes o No x Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.Yes o No x Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange 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.YesxNoo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yesx No o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated fileroNon-accelerated filerx Accelerated fileroSmaller reporting companyxEmerging Growth companyo If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.Yes o No x If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.Yes o No x Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).Yes o No x Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes o No x The aggregate market value of the common stock of the registrant held by non-affiliates of the registrant on September 30, 2024, thelast business day of the registrant’s second fiscal quarter, was approximately $81.2million. As of June10, 2025, there were29,157,733shares of the registrant’s common stock, $0.001 par value per share, outstanding. TABLE OF CONTENTS Forward-Looking Statements Certain statements in this Annual Report on Form 10-K (Annual Report or Report) may constitute “forward-looking statements” forpurposes of the federal securities laws, including the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended(the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), that involve substantialrisks and uncertainties. Our forward-looking statements include, but are not limited to, statements regarding our or our managementteam’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections,forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are also forward-lookingstatements. The words “anticipate,” “believe,” “can,” “contemplate,” continue,” “could,” “estimate,” “expect,” “future,” “intends,”“may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strategy,” “target,” “will,” “would,” or the nega