Vistagen Therapeutics, Inc.

On February 13, 2025, John Cesario and David Preka (the Plaintiffs) filed a civil action, pro se (i.e., acting on their own behalf rather than through an attorney), in the United States District Court for the Northern District of California (Case No. 4:25-cv-01510) (the Complaint) against the Company and its Board, certain of its executive officers, professional services and financial advisors, and industry analysts. The Plaintiffs filed an amended complaint on March 10, 2025 (the First Amended Complaint). On September 3, 2025, we filed a motion to dismiss the First Amended Complaint. On October 9, 2025, the Court granted Plaintiffs leave to amend the First Amended Complaint, and on November 3, 2025, the Plaintiffs filed a second amended complaint (the Second Amended Complaint). A hearing on the motion to dismiss is currently scheduled for December 9, 2025. On November 6, 2025, we filed a response to the Second Amended Complaint requesting that the Court maintain the currently scheduled hearing on December 9, 2025.

The Plaintiffs seek compensatory and punitive damages, as well as fees and costs. The operative complaint alleges violations of Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder, along with other causes of action. The Plaintiffs allege, among other things, that the Company, and certain of its executive officers, made misleading statements and material omissions in various public disclosures concerning clinical trials for certain of the Company’s product candidates, which they allege caused plaintiffs to incur compensable losses. The Complaint also alleges that the Board, certain of the Company’s professional and financial advisors, and industry analysts aided and abetted the alleged wrongful conduct. The Company believes all allegations asserted in the Complaint are wholly without merit, and intends to defend them vigorously.