Vistagen Therapeutics, Inc 10-K, filed Jun 28, 2023

Vistagen Therapeutics, Inc. (VTGN)

10-K 2023-06-28 For: 2023-03-31

Added on April 05, 2026

About this 10-K

Vistagen Therapeutics, Inc filed this 10-K on June 28, 2023, covering the fiscal year ended March 31, 2023.

Headline figures

Fiscal year ended March 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: -$227K; compared with $1.11M a year earlier
Net loss: $59.25M; compared with a net loss of $47.76M a year earlier

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Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	VTGN	The Nasdaq Capital Market

	Item No.			Page No.
PART I
		1.	Business	1
		1A.	Risk Factors	38
		1B.	Unresolved Staff Comments	77
		2.	Properties	78
		3.	Legal Proceedings	78
		4.	Mine Safety Disclosures	78
PART II
		5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	79
		6.	Selected Financial Data	79
		7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	80
		7A.	Quantitative and Qualitative Disclosures About Market Risk	102
		8.	Financial Statements and Supplementary Data	103
		9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	140
		9A.	Controls and Procedures	140
		9B.	Other Information	140
PART III
		10.	Directors, Executive Officers and Corporate Governance	141
		11.	Executive Compensation	141
		12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	141
		13.	Certain Relationships and Related Transactions, and Director Independence	141
		14.	Principal Accounting Fees and Services	141
PART IV
		15.	Exhibits and Financial Statement Schedules	142

EXHIBIT INDEX				142
SIGNATURES				146

	●	we require substantial additional financing to execute our long-term business plan either on our own or with collaborators, including further development of our product candidates;

	●	We have incurred significant net losses since inception and we will continue to incur substantial operating losses for the foreseeable future;

	●	we are a development stage biopharmaceutical company with no revenues from product sales or approved products, and limited experience developing new drug candidates, which makes it difficult to assess our future viability;

	●	failures of our current and/or future clinical studies of our product candidates, or delays in the commencement of completion of our clinical trials, could result in increased costs to us and could delay, prevent or limit our ability to generate revenue and continue our business;

	●	we depend heavily on the success of our product candidates and we cannot be certain that we will be able to obtain regulatory approval for, or successfully commercialize, any of our current or future product candidates;

	●	if we are unable to retain or attract key management and scientific personnel, we may be unable to successfully produce and develop our product candidates;

	●	the successful completion of clinical or nonclinical studies in any of our development programs may not be sufficient to cause the FDA to approve of any NDA that we may submit or cause any other agency to provide regulatory approval of any of our product candidates and, even if approved, does not ensure acceptance of such product candidates by clinicians leading to a revenue stream to support our operations;

	●	we face significant competition, and if we are unable to compete effectively, we may not be able to achieve or maintain significant market penetration or improve our results of operations;

	●	if we are unable to adequately protect our proprietary technology, or obtain and maintain issued patents that are sufficient to protect our product candidates, others could compete against us more directly, which would have a material adverse impact on our business, results of operations, financial condition and prospects;

	●	raising additional capital in equity-based financing transactions is likely to cause substantial dilution to our existing stockholders, may restrict our operations or require us to relinquish rights, and may require us to seek stockholder approval to authorize additional shares of our common stock;

	●	if we fail to comply with the continued listing requirements of the Nasdaq Capital Market, our common stock may be delisted and the price of our common stock and our ability to access the capital markets could be negatively impacted; and

	●	other risks and uncertainties, including those described under Risk Factors below.

	●	a FDA advisory committee may recommend, or the FDA may require, a Risk Evaluation and Mitigation Strategies (REMS) safety program as a condition of approval or post-approval;

	●	a FDA advisory committee or the FDA or applicable regulatory agency may determine that there is insufficient evidence of overall effectiveness or safety in a NDA and require additional clinical studies;

	High		Low
Year Ended March 31, 2023
First quarter ended June 30, 2022	$	53.70	$	25.80
Second quarter ended September 30, 2022	$	32.10	$	4.16
Third quarter ended December 31, 2022	$	5.10	$	2.30
Fourth quarter ended March 31, 2023	$	10.30	$	3.09

Year Ended March 31, 2022
First quarter ended June 30, 2021	$	95.10	$	57.30
Second quarter ended September 30, 2021	$	106.50	$	76.80
Third quarter ended December 31, 2021	$	83.40	$	48.00
Fourth quarter ended March 31, 2022	$	63.30	$	31.80

	Fiscal Year Ended March 31,
	2023			2022

Sublicense revenue	$	(227	)	$	1,109
Operating expenses:
Research and development		44,377			35,408
General and administrative		14,664			13,480
Total operating expenses		59,041			48,888

Loss from operations		(59,268	)		(47,779	)

Interest income, net		26			20

Loss before income taxes		(59,242	)		(47,759	)
Income taxes		(6	)		(3	)

Net loss		(59,248	)		(47,762	)
Accrued dividend on Series B Preferred Stock		-			(945	)
Net loss attributable to common stockholders	$	(59,248	)	$	(48,707	)

	Fiscal Years Ended March 31,
	2023		2022

Salaries and benefits	$	6,255	$	6,040
Stock-based compensation		1,365		1,457
Consulting and other professional services		817		834
Clinical and nonclinical studies and development expenses:
Fasedienol and Itruvone		30,326		25,184
AV-101		1,163		999
All other		72		129
		31,561		26,312
Cost of Pherin Acquisition as an asset purchase		3,559		-
Rent		556		483
Depreciation		102		97
All other		162		185
Total Research and Development Expense	$	44,377	$	35,408

	Page
Report of Independent Registered Public Accounting Firm for Fiscal Years ended March 31, 2023 and 2022	104
Consolidated Balance Sheets	106
Consolidated Statements of Operations and Comprehensive Loss	107
Consolidated Statements of Cash Flows	108
Consolidated Statements of Stockholders’ Equity	109
Notes to Consolidated Financial Statements	110

●	We evaluated the Company’s revenue recognition for the sublicense agreement through an inspection of the agreement and an evaluation of management’s revenue recognition analysis corresponding to the sublicense agreement. Our objective was to validate that revenue from the sublicense agreement was recognized in a manner commensurate with the terms of the established agreement and the relevant accounting guidance.
●	We analyzed the sublicense agreement to determine if the arrangement terms that may have an impact on revenue recognition were identified and properly considered in the evaluation of the accounting for the contract.
●	We tested the measurement of efforts toward satisfaction of the combined performance obligation which included, among other procedures:

	o	Reviewed management’s revenue schedules for accuracy and completeness by agreeing data to the underlying agreement.
	o	Evaluated the manner in which the combined performance obligation was satisfied, and corroborated management estimates and judgments through a review of press releases and third-party data as a potential source of corroborating or contradictory evidence.
	o	Discussed management’s judgments with the Company’s research and development personnel that oversee aspects of the license agreement.

	March 31,			March 31,
	2023			2022


*ASSETS*
Current assets:
Cash and cash equivalents	$	16,637,600		$	68,135,300
Prepaid expenses and other current assets		802,700			2,745,800
Deferred contract acquisition costs - current portion		67,100			116,900
Total current assets		17,507,400			70,998,000
Property and equipment, net		507,300			414,300
Right-of-use asset - operating lease		2,260,300			2,662,000
Deferred offering costs		495,700			321,800
Deferred contract acquisition costs - non-current portion		217,600			146,400
Security deposits		100,900			100,900
Total assets	$	21,089,200		$	74,643,400

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	2,473,100		$	2,758,600
Accrued expenses		787,400			1,329,200
Note payable		105,300			-
Deferred revenue - current portion		714,300			1,244,000
Operating lease obligation - current portion		485,600			433,300
Financing lease obligation - current portion		1,700			-
Total current liabilities		4,567,400			5,765,100

Non-current liabilities:
Deferred revenue - non-current portion		2,314,600			1,557,600
Operating lease obligation - non-current portion		2,119,800			2,605,400
Financing lease obligation - non-current portion		7,400			-
Total non-current liabilities		4,441,800			4,163,000
Total liabilities		9,009,200			9,928,100

Commitments and contingencies (Note 14)

Stockholders’ equity:
Preferred stock, $0.001 par value; 10,000,000 shares authorized at March 31, 2023 and March 31, 2022: no shares outstanding at March 31, 2023 and March 31, 2022		-			-
Common stock, $0.001 par value; 325,000,000 shares authorized at March 31, 2023 and March 31, 2022; 7,315,404 and 6,889,221 shares issued at March 31, 2023 and March 31, 2022, respectively		7,300			6,900
Additional paid-in capital		342,892,500			336,280,500
Treasury stock, at cost, 4,522 shares of common stock held at March 31, 2023 and March 31, 2022		(3,968,100	)		(3,968,100	)
Accumulated deficit		(326,851,700	)		(267,604,000	)
Total stockholders’ equity		12,080,000			64,715,300
Total liabilities and stockholders’ equity	$	21,089,200		$	74,643,400

	Fiscal Years Ended
	March 31,
	2023			2022
Revenues:
Sublicense revenue	$	(227,300	)	$	1,108,900
Total revenues		(227,300	)		1,108,900
Operating expenses:
Research and development		44,377,100			35,407,800
General and administrative		14,663,600			13,480,000
Total operating expenses		59,040,700			48,887,800
Loss from operations		(59,268,000	)		(47,778,900	)
Other income, net:
Interest income, net		26,200			19,900
Loss before income taxes		(59,241,800	)		(47,759,000	)
Income taxes		(5,900	)		(3,400	)
Net loss and comprehensive loss		(59,247,700	)		(47,762,400	)

Accrued dividend on Series B Preferred stock		-			(945,100	)

Net loss attributable to common stockholders	$	(59,247,700	)	$	(48,707,500	)

Basic and diluted net loss attributable to common stockholders per common share	$	(8.51	)	$	(7.38	)
Weighted average shares used in computing basic and diluted net loss attributable to common stockholders per common share		6,958,749			6,599,287

																													Additional									Total
	Series A Preferred Stock						Series B Preferred Stock						Series C Preferred Stock						Series D Preferred Stock						Common Stock				Paid-in			Treasury			Accumulated			Stockholders’
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount			Shares		Amount		Capital			Stock			Deficit			Equity
Balances at March 31, 2021		500,000		$	500			1,131,669		$	1,100			2,318,012		$	2,300			402,149		$	400			6,025,042	$	6,000	$	315,777,900		$	(3,968,100	)	$	(219,841,600	)	$	91,978,500

Net proceeds from exercise of warrants		-			-			-			-			-			-			-			-			243,293		200		6,207,200			-			-			6,207,400
Comversion of Series D Preferred stock to common stock		-			-			-			-			-			-			(402,149	)		(400	)		308,314		300		100			-			-			-
Conversion of Series A Preferred stock to common stock		(500,000	)		(500	)		-			-			-			-			-			-			25,000		-		500			-			-			-
Comversion of Series B Preferred stock to common stock and payment of accrued dividends in common stock		-			-			(1,131,669	)		(1,100	)		-			-			-			-			147,582		200		7,218,700			-			-			7,217,800
Conversion of Series C Preferred Stock to common stock		-			-			-			-			(2,318,012	)		(2,300	)		-			-			77,267		100		2,200			-			-			-
Accrued dividends on Series B Preferred stock		-			-			-			-			-			-			-			-			-		-		(945,100	)		-			-			(945,100	)
Stock-based compensation expense		-			-			-			-			-			-			-			-			-		-		3,480,700			-			-			3,480,700
Sale of common stock pursuant to 2019 Employee Stock Purchase Plan		-			-			-			-			-			-			-			-			1,907		-		99,300			-			-			99,300
Issuance of common stock upon cashless exercise of stock options		-			-			-			-			-			-			-			-			4,204		-		-			-			-			-
Net proceeds from exercise of stock options for cash		-			-			-			-			-			-			-			-			6,019		-		140,000			-			-			140,000
Net proceeds from issuance of common stock under ATM facility																										50,593		100		4,299,000			-			-			4,299,100
Net loss for the fiscal year ended March 31, 2022		-			-			-			-			-			-			-			-			-		-		-			-			(47,762,400	)		(47,762,400	)
Balances at March 31, 2022		-			-			-			-			-			-			-			-			6,889,221		6,900		336,280,500			(3,968,100	)		(267,604,000	)		64,715,300
Stock-based compensation expense		-			-			-			-			-			-			-			-			-		-		3,336,400			-			-			3,336,400
Sale of common stock pursuant to 2019 Employee Stock Purchase Plan		-			-			-			-			-			-			-			-			5,167		-		63,100			-			-			63,100
Issuance of common stock upon cashless exercise of stock options		-			-			-			-			-			-			-			-			3,646		-		-			-			-			-
Net proceeds from exercise of stock options for cash		-			-			-			-			-			-			-			-			3,700		-		104,400			-			-			104,400
Increase in fair value attributable to warrant modification		-			-			-			-			-			-			-			-			-		-		77,400			-			-			77,400
Fair value of common stock issued for acquisition of Pherin Pharmaceuticals, Inc. as an asset acquisition, net of registration expenses		-			-			-			-			-			-			-			-			413,670		400		3,030,700			-			-			3,031,100
Net loss for the fiscal year ended March 31, 2023		-			-			-			-			-			-			-			-			-		-		-			-			(59,247,700	)		(59,247,700	)
Balances at March 31, 2023		-		$	-			-		$	-			-		$	-			-		$	-			7,315,404	$	7,300	$	342,892,500		$	(3,968,100	)	$	(326,851,700	)	$	12,080,000

	At March 31,		At March 31,
	2023		2022

Outstanding options under the Company's Amended and Restated 2016 (formerly 2008) Stock Incentive Plan and 2019 Omnibus Equity Incentive Plan		702,545		646,213

Outstanding warrants to purchase common stock		45,685		309,195
Total		748,230		955,408

	March 31, 2023						March 31, 2022
	Principal		Accrued				Principal		Accrued
	Balance		Interest		Total		Balance		Interest		Total

3.88% Note payable to insurance premium financing company (current)	$	105,300	$	-	$	105,300	$	-	$	-	$	-

Assumption:	Pre-modification			Post-modification
Market price per share	$	3.74		$	3.74
Exercise price per share	$	15.00		$	15.00
Risk-free interest rate		3.93	%		4.41	%
Remaining contractual term in years		0.011			2.012
Volatility		65.60	%		175.27	%
Dividend rate		0.0	%		0.0	%

Number of warrant shares		33,333			33.333
Weighted average fair value per share	$	0.00		$	2.40

Exercise		Warrants Outstanding
Price	Expiration	and Exercisable at
per Share	Date	March 31, 2023

$15.00	12/9/2024		33,333
$21.90	7/25/2025		12,352
			45,685

Pursuant to warrants to purchase common stock:
Subject to outstanding warrants			45,685

Pursuant to stock incentive plans:
Subject to outstanding options under the Amended and Restated 2016 Stock Incentive Plan and the Amended and Restated 2019 Omnibus Equity Incentive Plan			702,545
Available for future grants under the Amended and Restated 2019 Omnibus Equity Incentive Plan			179,260
Available for future issuance under the 2019 Employee Stock Purchase Plan			24,322
			906,127
Reserved for issuance under the Sales Agreement			858,498
Total			1,810,310

	Fiscal Years Ended March 31,
	2023			2022

Computed expected tax benefit		(21.00	)%		(21.00	)%
State income taxes, net of federal benefit		0.00	%		0.01	%
Tax effect of warrant modifications		0.03	%		0.00	%
Tax effect of research and development credits		(0.78	%		(0.73	%
Tax effect of stock compensation		0.50	%		0.59	%
Tax effect of other non-deductible items		1.27	%		0.11	%
Expired net operating loss carryforwards		0.17	%		0.74	%
Change in valuation allowance (federal only)		18.57	%		20.40	%
All other		1.24	%		0.00	%
Income tax expense		0.00	%		0.12	%

	March 31,
	2023			2022
Deferred tax assets:
Net operating loss carryovers	$	43,602,800		$	41,924,800
Basis differences in property and equipment		-			47,000
Research and development credit carryforwards		3,591,100			3,032,800
Stock based compensation		2,985,600			3,469,300
Operating lease Right-of-Use asset		73,200			79,700
Capitalized research and development costs		8,214,700			-
Deferred revenue		642,500			-
Accruals and reserves		146,300			66,700
Total deferred tax assets		59,256,100			48,620,300
Valuation allowance		(59,251,300	)		(48,620,300	)
Total deferred tax assets net of valuation allowance		4,800			-
Deferred tax liabilities:
Basis differences in property and equipment		(4,800	)		-
Total deferred tax liabilities		(4,800	)		-
Net deferred tax asset (liability)	$	-		$	-

			Revenue
	Balance at		Recognition					Balance at
	March 31, 2021		Amortization			Derecognition		March 31, 2022

Deferred revenue - current portion	$	1,420,200	$	(176,200	)	$	-	$	1,244,000
Deferred revenue - non-current portion		2,490,300		(932,700	)		-		1,557,600
Total	$	3,910,500	$	(1,108,900	)	$	-	$	2,801,600

	●	**Amended and Restated 2016* Stock Incentive Plan (the 2016 Plan); and***
	●	**Amended and Restated 2019* Omnibus Equity Incentive Plan (the Amended 2019 Plan)***

	Fiscal Years Ended March 31,
	2023			2022
	(weighted average)			(weighted average)
Exercise price	$	10.20		$	53.40
Market price on date of grant	$	10.20		$	53.40
Risk-free interest rate		3.55	%		1.42	%
Expected term (years)		6.03			5.60
Volatility		158.03	%		80.27	%
Expected dividend yield		0.00	%		0.00	%

Fair value per share at grant date	$	8.10		$	36.00

			Options Outstanding						Options Exercisable
					Weighted
					Average		Weighted				Weighted
					Remaining		Average				Average
Exercise			Number		Years until		Exercise		Number		Exercise
Price			Outstanding		Expiration		Price		Exercisable		Price

$ 3.57	to	$12.30		151,773		8.96	$	6.47		43,710	$	11.24
$12.60	to	$36.30		128,521		6.06	$	29.35		117,097	$	29.41
$38.10	to	$41.10		130,833		8.26	$	40.40		93,042	$	40.31
$42.30	to	$51.00		147,833		4.95	$	44.74		144,500	$	44.72
$52.50	to	$277.50		143,585		7.89	$	68.76		97,908	$	68.34

				702,545		7.24	$	37.76		496,257	$	41.99

	●	A participant cannot contribute less than 1% or more than 15% of his or her compensation to the purchase of stock under the 2019 ESPP in any one payroll period;
	●	A participant cannot accrue rights to purchase more than $25,000 of stock (valued at the Grant Date of the applicable offering period and without giving effect to any discount reflected in the purchase price for the stock) for each calendar year in which an option is outstanding; and
	●	A participant will not be granted an option under the 2019 ESPP if it would cause the participant to own stock and/or hold outstanding options to purchase common stock constituting 5.0% or more of the total combined voting power or value of all classes of stock of the Company or of one of its subsidiaries or to the extent it would exceed certain other limits under the Code.

Fiscal Year Ending March 31,
2024	$	2,900
2025		2,900
2026		2,900
2027		2,900
2028		600
Future minimum lease payments		12,200
Less imputed interest included in minimum lease payments		(3,100	)
Present value of minimum lease payments		9,100
Less current portion		(1,700	)
Financing lease obligation - non-current portion	$	7,400

	As of March 31, 2023		As of March 31, 2022
Assets
Right-of-use asset – operating lease	$	2,260,300	$	2,662,000

Liabilities
Current operating lease obligation	$	485,600	$	433,300
Non-current operating lease obligation		2,119,800		2,605,400
Total operating lease liability	$	2,605,400	$	3,038,700

	For the Fiscal Year Ended		For the Fiscal Year Ended
	March 31, 2023		March 31, 2022
Operating lease cost	$	851,700	$	725,000

Fiscal Years Ending March 31,	Amount
2024	$	689,500
2025		710,200
2026		731,500
2027		753,500
2028		253,600
Total lease expense		3,138,300
Less imputed interest		(532,900	)
Present value of operating lease liabilities	$	2,605,400

		As of March 31, 2023
Assumed remaining lease term in years		4.33
Assumed discount rate		8.54%

	Three Months Ended
	June 30, 2022			September 30, 2022			December 31, 2022			March 31, 2023			Total Fiscal Year 2023
Sublicense revenue	$	310		$	(893	)	$	180		$	176		$	(227	)
Total revenue		310			(893	)		180			176			(227	)
Operating expenses:
Research and development		15,291			12,895			6,854			9,337			44,377
General and administrative		4,792			3,702			3,092			3,078			14,664
Total operating expenses		20,083			16,597			9,946			12,415			59,041
Loss from operations		(19,773	)		(17,490	)		(9,766	)		(12,239	)		(59,268	)
Other income and expenses, net:
Interest income, net		2			6			5			13			26
Loss before income taxes		(19,771	)		(17,484	)		(9,761	)		(12,226	)		(59,242	)
Income taxes		(5	)		-			-			(1	)		(6	)
Net loss and comprehensive loss		(19,776	)		(17,484	)		(9,761	)		(12,227	)		(59,248	)

Basic and diluted net loss per common share	$	(2.87	)	$	(2.54	)	$	(1.42	)	$	(1.71	)	$	(8.51	)
Weighted average shares used in computing basic and diluted net loss per common share		6,886,557			6,893,708			6,894,603			7,163,799			6,958,749

	Three Months Ended
	June 30, 2021			September 30, 2021			December 31, 2021			March 31, 2022			Total Fiscal Year 2022
Sublicense revenue	$	354		$	358		$	358		$	39		$	1,109
Total revenue		354			358			358			39			1,109
Operating expenses:
Research and development		5,458			9,937			7,779			12,234			35,408
General and administrative		2,643			3,221			3,118			4,498			13,480
Total operating expenses		8,101			13,158			10,897			16,732			48,888
Loss from operations		(7,747	)		(12,800	)		(10,539	)		(16,693	)		(47,779	)
Other income and expenses, net:
Interest income, net		5			5			5			5			20
Loss before income taxes		(7,742	)		(12,795	)		(10,534	)		(16,688	)		(47,759	)
Income taxes		(3	)		-			-			-			(3	)
Net loss and comprehensive loss		(7,745	)		(12,795	)		(10,534	)		(16,688	)		(47,762	)
Accrued dividend on Series B Preferred stock		(362	)		(375	)		(208	)		-			(945	)
Net loss attributable to common stockholders	$	(8,107	)	$	(13,170	)	$	(10,742	)	$	(16,688	)	$	(48,707	)

Basic and diluted net loss per common share attributable to common stockholders	$	(1.28	)	$	(2.04	)	$	(1.59	)	$	(2.42	)	$	(7.38	)
Weighted average shares used in computing basic and diluted net loss per common share attributable to common stockholders		6,330,805			6,440,928			6,744,289			6,884,403			6,599,287

Exhibit No.	Description
1.1	Open Market Sale Agreement^SM, dated May 14, 2021, by and between Vistagen Therapeutics, Inc. and Jefferies LLC, incorporated by reference from Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on May 14, 2021.
2.1*	Agreement and Plan of Merger by and among Excaliber Enterprises, Ltd., Vistagen Therapeutics, Inc. and Excaliber Merger Subsidiary, Inc.
2.2	Agreement and Plan of Merger, by and among Vistagen Therapeutics, Inc.,VTGN Merger Sub, Inc., Pherin Pharmaceuticals, Inc. and Kevin McCarthy dated December 20, 2022, incorporated by reference from Exhibit 2.1 to the Company’s Current Report on Form 8-K, dated December 21, 2022.
3.4	Articles of Merger filed with the Nevada Secretary of State on May 24, 2011, incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on May 31, 2011.
3.5	Certificate of Designations Series A Preferred, incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 23, 2011.
3.5.1	Certificate of Withdrawal of Certificate of Designation of the Relative Rights and Preferences of the Series A Convertible Preferred Stock, dated November 9, 2022, incorporated by reference from Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q, filed on November 10, 2022.
3.7	Certificate of Designation of the Relative Rights and Preferences of the Series B 10% Convertible Preferred Stock of Vistagen Therapeutics, Inc., filed with the Nevada Secretary of State on May 7, 2015, incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 13, 2015.
3.7.1	Certificate of Withdrawal of Certificate of Designation of the Relative Rights and Preferences of the 10% Convertible Series B Preferred Stock, dated November 9, 2022, incorporated by reference from Exhibit 3.3 to the Company’s Quarterly Report on Form 10-Q, filed on November 10, 2022.
3.9	Certificate of Designation of the Relative Rights and Preferences of the Series C Convertible Preferred Stock of Vistagen Therapeutics, Inc., dated January 25, 2016, incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on January 29, 2016.
3.9.1	Certificate of Withdrawal of Certificate of Designation of the Relative Rights and Preferences of the Series C Convertible Preferred Stock, dated November 9, 2022, incorporated by reference from Exhibit 3.4 to the Company’s Quarterly Report on Form 10-Q, filed on November 10, 2022.
3.10	Restated Articles of Incorporation of Vistagen Therapeutics, Inc., dated August 16, 2016, incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on August 17, 2016.

3.11	Second Amended and Restated Bylaws of Vistagen Therapeutics, Inc., dated August 16, 2016, incorporated by reference from Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on August 17, 2016.
3.12	Certificate of Amendment to the Restated and Amended Articles of Incorporation of Vistagen Therapeutics, Inc., dated September 15, 2017; incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on September 20, 2017.
3.13	Certificate of Amendment to the Restated and Amended Articles of Incorporation, as amended, of Vistagen Therapeutics, Inc., dated September 6 ,2019; incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on September 6, 2019.
3.14	Certificate of Designation of the Relative Rights and Preferences of the Series D Convertible Preferred Stock of Vistagen Therapeutics, Inc., filed with the Nevada Secretary of State on December 21, 2020, incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 22, 2020.
3.14.1	Certificate of Withdrawal of Certificate of Designation of the Relative Rights and Preferences of the Series D Convertible Preferred Stock, dated November 9, 2022, incorporated by reference from Exhibit 3.5 to the Company’s Quarterly Report on Form 10-Q, filed on November 10, 2022.
3.15	Certificate of Amendment to the Restated and Amended Articles of Incorporation, as amended, of Vistagen Therapeutics, Inc., dated March 5, 2021, incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on March 5, 2021.
3.16	Amendment No. 2 to the Second Amended and Restated Bylaws of Vistagen Therapeutics, Inc., incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on August 31, 2022.
3.17	Certificate of Amendment to the Restated and Amended Articles of Incorporation, as amended, of Vistagen Therapeutics, Inc., dated June 6, 2023, incorporated by reference from Exhibit 3.1 to the Current Report on Form 8-K, filed June 6, 2023.
10.40*	Employment Agreement, by and between, Vistagen and Shawn K. Singh, dated April 28, 2010, as amended May 9, 2011.
10.83	Lease between Bayside Area Development, LLC and Vistagen Therapeutics, Inc. (California) dated April 24, 2013, incorporated by reference from Exhibit 10.83 to the Company’s Annual Report on Form 10-K filed July 18, 2013.
10.84	Indemnification Agreement effective May 20, 2013 between the Company and Jon S. Saxe, incorporated by reference from Exhibit 10.84 to the Company’s Annual Report on Form 10-K filed on July 18, 2013.
10.85	Indemnification Agreement effective May 20, 2013 between the Company and Shawn K. Singh, incorporated by reference from Exhibit 10.85 to the Company’s Annual Report on Form 10-K filed on July 18, 2013.
10.88	Indemnification Agreement effective May 20, 2013 between the Company and Jerrold D. Dotson, incorporated by reference from Exhibit 10.88 to the Company’s Annual Report on Form 10-K filed on July 18, 2013.
10.112	Indemnification Agreement effective April 8, 2016 between the Company and Jerry B. Gin, incorporated by reference from Exhibit 10.112 to the Company’s Annual Report on Form 10-K filed on June 24, 2016.
10.116	Second Amendment to Employment Agreement by and between Vistagen Therapeutics, Inc. and Shawn K. Singh, dated June 22, 2016, incorporated by reference from Exhibit 10.116 to the Company’s Annual Report on Form 10-K filed on June 24, 2016.

10.118	Second Amendment to Lease between Bayside Area Development and the Company, effective November 10, 2016, incorporated by reference from Exhibit 10.1 to the Company’s Quarterly report on Form 10-Q filed on November 15, 2016.
10.119	Indemnification Agreement effective November 10, 2016 between the Company and Mark A. Smith, incorporated by reference from Exhibit 10.2 to the Company’s Quarterly report on Form 10-Q filed on November 15, 2016.
10.122	Amended and Restated 2016 Stock Incentive Plan (formerly the Vistagen Therapeutics, Inc. 2008 Stock Incentive Plan), incorporated by reference from Exhibit 10.122 to the Company’s Annual Report on Form 10-K filed on June 29, 2017.
10.130+	License Agreement (PH94B), by and between Vistagen Therapeutics, Inc. and Pherin Pharmaceuticals, Inc., dated September 11, 2018, incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 13, 2018
10.131+	Option Agreement, by and between Vistagen Therapeutics, Inc. and Pherin Pharmaceuticals, Inc., dated September 11, 2018, incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 13, 2018.
10.132+	License Agreement (PH10), by and between Vistagen Therapeutics, Inc. and Pherin Pharmaceuticals, Inc., dated October 24, 2018, incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q/A filed on October 30, 2018.
10.135	Indemnification Agreement, dated January 10, 2019, by and between Vistagen Therapeutics, Inc. and Ann Cunningham, incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 15, 2019.
10.138	Master Services Agreement, dated July 11, 2017, by and between Vistagen Therapeutics, Inc. and Cato Research Ltd., incorporated by reference from Exhibit 10.138 to the Company’s Annual Report on Form 10-K filed on June 25, 2019.
10.139	Vistagen Therapeutics, Inc. 2019 Omnibus Equity Incentive Plan, incorporated by reference from Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed on October 1, 2019.
10.140	Vistagen Therapeutics, Inc. 2019 Employee Stock Purchase Plan, incorporated by reference from Exhibit 99.2 to the Company’s Registration Statement on Form S-8 filed on October 1, 2019.
10.143	Form of Securities Purchase Agreement, dated January 24, 2020 between the Company and each purchaser named in the signature pages thereto, incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 27, 2020.
10.144	Form of Warrant, dated January 24, 2020, incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 27, 2020.
10.148 #	License and Collaboration Agreement between Vistagen Therapeutics, Inc. and EverInsight Therapeutics Inc. incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed June 26, 2020.
10.151	Indemnification Agreement, dated April 26, 2021, by and between Vistagen Therapeutics, Inc. and Joanne Curley, Ph.D. incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 27, 2021.
10.152	Indemnification Agreement, dated July 6, 2021, by and between Vistagen Therapeutics, Inc. and Mary L. Rotunno, J.D. incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on July 8, 2021.
10.153	Indemnification Agreement, dated July 21, 2021, by and between Vistagen Therapeutics, Inc. and Margaret M. FitzPatrick incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 22, 2021.