Vistagen Therapeutics, Inc.

Cesario et al. v. Vistagen Therapeutics, Inc. et al. 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 proposed second amended complaint (the Second Amended Complaint). On December 4, 2025, the Court granted Plaintiffs leave to file the Second Amended Complaint, and the Second Amended Complaint was filed with the Court on the same day. On December 24, 2025, we filed a motion to dismiss the Second Amended Complaint. A case management conference is currently scheduled for April 2, 2026. A hearing on the motion to dismiss the Second Amended Complaint is currently scheduled for April 21, 2026.

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 (the Exchange Act), 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.

Eller v. Vistagen Therapeutics, Inc. et al. On January 15, 2026, a putative class action complaint (the Class Action Complaint) was filed by alleged stockholder Dan Eller against the Company and certain of its executive officers (the Defendants) in the United States District Court for the Northern District of California (Case No. 3:26-cv-00427). The Class Action Complaint alleges that the Defendants made material misrepresentations and omissions concerning the PALISADE-3 Phase 3 clinical trial and asserts claims under Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder. Plaintiff seeks to represent a putative class of stockholders who purchased or otherwise acquired Company securities between April 1, 2024 and December 16, 2025, both dates inclusive. Plaintiff seeks unspecified damages.

The Company believes all allegations asserted in the Class Action Complaint are wholly without merit, and intends to defend them vigorously.