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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On April 7, 2026, the Compensation Committee of the Board of Directors of Vistagen Therapeutics, Inc. (the "Company"), in consultation with the Company's independent compensation consultant, approved of retention awards in the form of a stock option grant (the "Options") to all Company employees, including the following executives who each received options to purchase up to 75,000 shares of the Company's common stock, par value $0.001 per share: (i) Shawn K. Singh, President and Chief Executive Officer, (ii) Reid G. Adler, Chief Legal Officer, (iii) Elissa S. Cote, Chief Corporate Development Officer, (iv) Joshua S. Prince, Chief Operating Officer, and (v) Nick B. Tressler, Chief Financial Officer.
The Options were issued on April 7, 2026 (the "Grant Date") under the Company's Amended and Restated 2019 Omnibus Equity Incentive Plan, as amended (the "2019 Plan"), and have an exercise price of $0.5358 per share. 25% of the Options will vest six months after the Grant Date and the remainder will vest in additional 25% installments every six months thereafter, so that the Options become fully vested on the two-year anniversary of the Grant Date.
The foregoing summary of the Options does not purport to be complete and is subject to the terms and conditions of the 2019 Plan and applicable award agreement.