Vistagen Therapeutics Inc

To the Board of Directors and Stockholders of

Vistagen Therapeutics, Inc.

South San Francisco, California

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Vistagen Therapeutics, Inc. (the “Company”) as of March 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, cash flows, and stockholders’ equity for each of the two years in the period ended March 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended March 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenues from Contracts with Customers

Description of the Matter

As discussed in Note 11 to the consolidated financial statements, the Company recognized approximately $0.9 million in revenue under the sublicense agreement with AffaMed Therapeutics, Inc. (“AffaMed”) during the fiscal year ended March 31, 2024.

Auditing management’s timing of revenue recognition attributed to the performance obligation of the agreement was challenging, as significant judgment was required in the evaluation of the period in which the performance obligation was satisfied.

We identified sublicense revenue recognition as a critical audit matter because of the judgments necessary for management to determine the timing of recognition for such revenue. Because of the complexity associated with applying the recognition criteria of Accounting Standards Codification, Topic 606, Revenue Recognition, notably related to the determination of timing of revenue recognition, this required extensive audit effort and a high degree of auditor judgment when performing audit procedures and evaluating the results of those procedures.

How We Addressed the Matter in Our Audit

Our audit procedures related to the recognition of sublicense revenue, included the following, among others:

•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 agreement. Our objective was to validate that revenue from the agreement was recognized in a manner commensurate with the terms of the underlying agreement and the relevant accounting guidance.

•We analyzed the sublicense agreement to determine the 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 completion of the identified performance obligation which included, among other procedures:

◦Performed procedures over management’s revenue schedules for accuracy and completeness by agreeing data to the underlying agreement.

◦Evaluated the manner in which the identified performance obligation was satisfied, and corroborated management estimates and judgments through a review of consistency with press releases and third-party data as a potential source of corroborating or contradictory evidence.

◦Discussed management’s judgments with the Company’s research and development personnel that oversee aspects of the license agreement.

◦Performed a sensitivity analysis on the inputs and assumptions used in the estimates and evaluated the impact of any subsequent events.

/s/WithumSmith+Brown, PC

We have served as the Company's auditor since 2006.

San Francisco, California

June 11, 2024

PCAOB ID Number 100