VistaGen Therapeutics Inc 2026年季度报告

Form10-Q (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2025or 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) Nevada20-5093315(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.) 343 Allerton AvenueSouth 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 classTrading Symbol(s)Name of each exchange on which registeredCommon Stock, par value $0.001 per shareVTGNNasdaq 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 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. YesNo 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). YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smallerreporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2of the Exchange Act. Large accelerated filerAccelerated filerNon-Accelerated filerSmaller reporting companyEmerging growth company 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. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesNo As of February11, 2026, 39,620,317 shares of the registrant’s common stock, $0.001 par value, were outstanding. TABLE OF CONTENTS PART I. FINANCIAL INFORMATION PART II. OTHER INFORMATION Item 1. Legal Proceedings30Item 1A. Risk Factors30Item 2. Unregistered Sales of Equity Securities and Use of Proceeds83Item 3. Defaults Upon Senior Securities83Item 4. Mine Safety Disclosures83Item 5. Other Information83Item 6. Exhibits83 PART I. FINANCIAL INFORMATION Item1. Condensed Consolidated Financial Statements VISTAGEN THERAPEUTICS, INC.CONDENSED CONSOLIDATED BALANCE SHEETS(in thousands, except share and par value amounts) VISTAGEN THERAPEUTICS, INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(unaudited)(in thousands) 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 biopharmaceuticalcompany leveraging a deep understanding of nose-to-brain neurocircuitry to develop and potentially commercialize a new class ofnon-systemic intranasal product candidates called pherines. Our clinical-stage neuroscience pipeline currently consists of five clinical-stage pherine product candidates, each with a novel proposed mechanism of action (MOA) and at least one positive clinical studyinvolving our targeted patient population. Pherines rapidly, specifically and selectively bind to peripheral receptors in human nasalchemosensory neurons, and are designed to rapidly activate nose-to-brain neurocircuits believed to regulate brain areas withoutrequiring systemic absorption or uptake into the brain to achieve desired therapeutic benefits. 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 accountingprinciples generally accepted in the United States of America (U.S. GAAP) applicable to interim financial information and pursuant tothe 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 resultsof our operations for any interim periods are not necessarily indicative of the results that may be expected for any other interim periodor the full fiscal year. In the opinion of management, all normal and recurring adjustments considered necessary for a fa