Vistagen gets Nasdaq minimum bid price deficiency notice, with until August 3, 2026 to comply

Vistagen Therapeutics, Inc. said in a Form 8-K that it received a Nasdaq minimum bid price deficiency notice on Feb 3, 2026. The letter says that, based on the closing bid price over the last 30 consecutive business days, the company is not in compliance with the $1.00 minimum bid price required for continued listing on the Nasdaq Capital Market under Listing Rule 5550(a)(2). The filing was made under Item 3.01 and states that the letter has no immediate effect on the listing of the common stock. The stock continues to trade under the symbol VTGN.

Vistagen is based in South San Francisco, California, and is incorporated in Nevada.

The compliance period

Nasdaq gave Vistagen a 180-calendar-day period, running from Feb 3, 2026, to Aug 3, 2026, to regain compliance. To do so, the closing bid price must be at least $1.00 for 10 consecutive business days within that window. The company says it intends to monitor its closing bid price.

If Vistagen does not regain compliance by Aug 6, 2026, the 8-K says Nasdaq may grant a second 180-calendar-day period. To qualify, the company would have to meet the market value of publicly held shares requirement and the other initial listing standards for the Nasdaq Capital Market, except the minimum bid price. If the company does not regain compliance within the allotted periods, including any extensions, Nasdaq will notify it that the common stock will be subject to delisting.

The 8-K adds that there can be no assurance Vistagen will regain compliance in the first period, obtain a second period, or maintain compliance with the other listing requirements.

The company's last annual report

The most recent annual report in the filings is Vistagen's Form 10-K for the year ended March 31, 2025, filed June 17, 2025. That report describes the company as a late clinical-stage biopharmaceutical company developing a class of non-systemic intranasal product candidates it calls pherines. It said its pipeline then consisted of five clinical-stage pherine candidates.

The most advanced is fasedienol, which is being studied for the acute treatment of social anxiety disorder in the PALISADE Program. The 10-K says PALISADE-2 produced positive topline results in August 2023. It says PALISADE-3 topline data were expected in the fourth quarter of 2025, and PALISADE-4 and a Repeat Dose Study in the first half of 2026. Those timelines come from a report filed in June 2025, and the 8-K does not report any of those results.

The 10-K reports cash and cash equivalents of $67,131 thousand at March 31, 2025, down from $119,166 thousand a year earlier. Net cash used in operating activities was $42.1 million for the year, against a net loss of $51.4 million. Management concluded that its combined cash, cash equivalents and marketable securities would not be sufficient to fund operations beyond twelve months from the report's issuance, and that substantial doubt exists about its ability to continue as a going concern.

What the 8-K does not say

The 8-K does not describe a plan to regain the bid price, whether by a reverse split, a capital raise or cost cuts. It does not give a current share price or a cash balance more recent than the 10-K's March 2025 figures. A company in this position has to finish its trials and raise money at the same time, and the filings do not say how Vistagen plans to do both.

Nasdaq's notice is not a delisting. It starts a clock, and the two deadlines in the filing set how much room the company has before any delisting process begins.

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