Vistagen Therapeutics reports workforce reduction costs

Item 2.05 Costs Associated with Exit or Disposal Activities

On October 26, 2026, Vistagen Therapeutics, Inc. (the " Company ") implemented a Board-approved reduction in workforce by approximately 31%, retaining core clinical, regulatory, technical, and corporate capabilities required for U.S. registration-directed Phase 3 development of fasedienol, its lead clinical-stage product candidate for treatment of social anxiety disorder, as well as potential future development of its lead Phase 2 product candidates¹, itruvone for major depressive disorder and refisolone for menopausal hot flashes. The reduction is intended to reduce operating expenses, preserve capital with cost efficiencies, and align the size and structure of its workforce with its late clinical-stage priorities².

In connection with the reduction in its workforce, affected employees may receive cash severance and temporary healthcare coverage if they are eligible for and elect such coverage and enter into an effective separation agreement⁴, which will include a general release of claims against the Company. The Company estimates that it will incur severance and termination costs of approximately $1.0 million.^{3 3}The reduction in workforce is expected to save approximately $3.2 million in salary and benefits annually³. The Company may also incur additional costs not currently contemplated due to events that may occur because of, or that are associated with, the reduction in its workforce⁵.

Item 8.01 Other Events

See Item 2.05 above.

Forward-looking Statements

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws⁶. In some cases, you can identify forward-looking statements by the use of words such as "may," "could," "expect," "project," "outlook," "strategy," "intend," "plan," "seek," "anticipate," "believe," "estimate," "predict," "potential," "strive," "goal," "continue," "likely," "will," "would" and variations of these terms and similar expressions, or the negative of these terms or similar expressions. These forward-looking statements involve known and unknown risks that are difficult to predict and include all matters that are not historical facts. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain. The estimated costs and expenses that the Company expects to incur in connection with the reduction in its workforce, as well as the estimated annual savings in salary and benefits that the Company expects in connection with the reduction in its workforce, are subject to a number of assumptions and actual results may differ materially from these estimates. Additional risks that may impact the outcome of these forward-looking statements are more fully discussed in the section entitled "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2026, and Quarterly Report on Form 10-Q for the period ended June 30, 2026, as well as discussions of potential risks, uncertainties, and other important factors in our other filings with the SEC. The Company's SEC filings are available on the SEC's website at www.sec.gov⁷. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this report and should not be relied upon as representing the Company's views as of any subsequent date. T