16 June 2026
Vistagen Therapeutics, Inc.
CIK: 1411685•3 Annual Reports•Latest: 2026-06-15
Disclaimer: AI-assisted summary of SEC Form 10-K filings. Not official company content and not investment, legal, accounting, or tax advice. See full disclaimer here.
10-K / June 15, 2026
Revenue:$1,269,000
Income:-$69,685,000
10-K / June 17, 2025
Revenue:$486,000
Income:-$51,418,000
10-K / June 11, 2024
Revenue:$1,064,000
Income:-$29,362,000
10-K / June 15, 2026
Vistagen Therapeutics, Inc.
Company at a glance
- Nevada corporation headquartered in the South San Francisco area.
- Late clinical-stage therapeutics company developing intranasal pherine medicines and related programs for psychiatric and neurological disorders.
- Core technology: intranasal pherine compounds intended to rapidly and selectively activate nose-to-brain neurocircuits without requiring systemic absorption into the brain.
- Operations rely on a network of contract manufacturers and CROs.
What the company does
- Develops intranasal pherine product candidates across a neuroscience pipeline to address unmet medical needs in:
- Social anxiety disorder (SAD)
- Major depressive disorder (MDD)
- Menopausal vasomotor symptoms (hot flashes)
- Psychomotor impairment due to mental fatigue
- Cancer cachexia
- Five clinical-stage intranasal pherine candidates:
- Fasedienol (SAD)
- Itruvone (MDD)
- Refisolone (VMS/hot flashes)
- PH15 (mental fatigue–related cognitive/psychomotor impairment)
- PH284 (cancer cachexia)
- Also developing AV-101, an oral prodrug targeting NMDAR-related disorders, outside the intranasal pherine platform.
Pipeline and development status
- Fasedienol — acute treatment of SAD
- U.S. Phase 3 program (PALISADE) with multiple trials: PALISADE-1, PALISADE-2, PALISADE-3, PALISADE-4, plus a Repeat Dose Study and open-label extensions.
- Key clinical results:
- PALISADE-1: topline results did not meet the primary endpoint.
- PALISADE-2: topline results announced in August 2023 as meeting the primary endpoint.
- PALISADE-3: randomized portion completed in December 2025 and did not meet the primary endpoint.
- PALISADE-4: topline results were expected in Q2 2026.
- Repeat Dose Study: randomized portion topline expected in Q3 2026.
- Real-world open-label extension (OLE) data ongoing for PALISADE-3, PALISADE-4, and the Repeat Dose Study.
- The company is in ongoing dialogue with the FDA and plans to seek feedback on NDA timing and the path forward.
- Itruvone (MDD)
- Intranasal pherine candidate with FDA Fast Track designation.
- Exploratory Phase 2A results in Mexico showed reductions in depressive symptoms.
- U.S. IND opened; planning U.S. Phase 2 development.
- Refisolone (VMS/hot flashes)
- Non-hormonal, non-systemic intranasal pherine candidate.
- Phase 2A exploratory study in Mexico showed reduction in daily hot flashes versus placebo.
- U.S. IND open for Phase 2 development; FDA issued a “Study May Proceed” letter in April 2026 for U.S. Phase 2 development.
- Exclusive negotiations with Fuji Pharma (Japan) for a potential exclusive license; Fuji paid $1.5 million (non-refundable) as part of the Exclusive Negotiation Period.
- PH15 (mental fatigue–related cognitive/psychomotor impairment)
- Phase 2A crossover data in Mexico showed improved reaction time and reduced errors versus placebo and caffeine.
- Company evaluating next development steps and U.S. IND readiness.
- PH284 (cancer cachexia)
- Targets appetite and mood-related neurocircuitry.
- Phase 2A exploratory study in Mexico suggested a cumulative effect on Subjective Feeling of Hunger with no unusual adverse events reported.
- AV-101 (oral prodrug; NMDAR pathway)
- Targets NMDAR-related neurological disorders, including depression, LID, and neuropathic pain.
- FDA has granted Fast Track designations for AV-101 in certain indications.
Intellectual property
- Portfolio includes granted U.S. patents and foreign filings covering:
- Use of fasedienol for SAD
- Use of itruvone for MDD
- Use of refisolone for VMS and migraines
- Use of PH15 for mental fatigue
- Use of PH284 for cancer cachexia
- AV-101 for depression, LID, neuropathic pain, and related indications
- Nasal spray devices for pherine administration
- Manufacturing processes for AV-101
- Patent terms referenced for various assets (examples: 2025–2028 for fasedienol in certain jurisdictions; 2033–2045 for other products), with potential for regulatory data and patent term extensions under Hatch-Waxman.
- Regulatory exclusivities (e.g., U.S. new chemical entity and new clinical investigation exclusivities) and pediatric exclusivities may apply if corresponding data are submitted.
- Bayh-Dole rights may apply to inventions arising from U.S. government funding, if any.
Manufacturing and supply
- All pherine drug substances and drug products are manufactured by contract development and manufacturing organizations (CDMOs).
- Manufacturing is performed on a purchase/work order basis; the company does not maintain internal manufacturing facilities.
- Plans to negotiate long-term commercial supply agreements if products are approved.
- Clinical development supported by non-exclusive CRO arrangements.
Partnerships and strategic transactions
- AffaMed Therapeutics (formerly EverInsight): exclusive license for fasedienol in Greater China, Korea, and Southeast Asia.
- Upfront payment: $5.0 million (August 2020).
- Potential milestones and royalties on net sales in the Territory.
- Term and scope governed by jurisdiction-by-jurisdiction expiration tied to last valid claim, regulatory exclusivity, or 10 years after first commercial sale.
- Fuji Pharma Co., Ltd.: Exclusive Negotiation Agreement (September 1, 2023) for a potential exclusive license of refisolone in Japan.
- Fuji paid $1.5 million (non-refundable) for the exclusive negotiation period; if a definitive agreement is reached, the fee is creditable against upfront fees.
- Exclusive negotiation period extends to the later of 14 months from the Payment Event or 90 days after FDA IND acceptance.
Commercialization and market considerations
- The company aims to develop and potentially commercialize multiple pherine products, either alone or with partners, in U.S. and international markets.
- Commercialization depends on regulatory approvals, coverage and reimbursement, and building sales and distribution capabilities in-house or via partners.
- The business plan contemplates substantial investment in late-stage development, regulatory submissions, and commercialization, which may be funded through equity, debt, collaborations, licensing, or other financing.
Financial snapshot
- Employees: 41 full-time employees as of March 31, 2026 (30 in R&D; 11 in management, corporate development, legal, HR, and other admin).
- Cash and equivalents: $45.4 million as of March 31, 2026; $80.5 million as of March 31, 2025.
- Net losses: $69.7 million for the year ended March 31, 2026; $51.4 million for the year ended March 31, 2025.
- Revenue: no product revenue reported; the company is not profitable and has historically operated at a loss.
- Going concern: as of June 15, 2026, there was substantial doubt about the company’s ability to continue as a going concern based on liquidity and funding considerations.
- Cash runway and capital needs: the company expects to require substantial additional financing to advance development, regulatory submissions, and potential commercialization; potential sources include equity, debt, collaborations, licensing, or royalty-based financing, which could dilute existing stockholders or impose restrictive covenants.
- Workforce adjustments: in March 2026 the board authorized an approximate 20% headcount reduction to preserve cash and focus on the PALISADE program; a retention package including new stock options was provided in April 2026.
People and governance
- The company relies on a network of CROs, CDMOs, and external consultants to support research, development, regulatory, manufacturing, and commercialization activities.
- Retention stock option awards were issued following the workforce reduction to retain remaining employees.
Summary takeaway
Vistagen is a late-stage biotech focused on intranasal pherine therapies, with five clinical intranasal candidates and AV-101 in the broader neuroscience portfolio. The company has an active U.S. Phase 3 SAD program (PALISADE) with mixed topline results to date, open INDs and Phase 2 paths for several candidates, and active licensing discussions with AffaMed and Fuji Pharma. The company has not generated product revenue, maintains a defined cash position, and expects to raise additional capital as it advances late-stage trials and potential regulatory submissions.
