Vistagen Therapeutics: amends executive severance plan

What happened
Vistagen Therapeutics, Inc. reported that on Oct 7, 2026 its board approved an amendment and restatement of the company’s Change in Control Executive Severance Plan, originally adopted effective Aug 11, 2026. The amended and restated plan expands circumstances for eligible employees to receive severance benefits following an involuntary termination and makes other changes.

Key details

• A “Qualifying Termination” generally means termination by the company without Cause or by the employee for Good Reason during the period beginning 3 months before and ending 18 months after a Change in Control (the “Change in Control Period”).
• Unlike the original plan, the amended plan provides certain severance benefits for a termination by the company without Cause even if no Change in Control occurs.
• Following a Qualifying Termination that does not occur in connection with a Change in Control, an eligible employee generally will receive (i) a lump-sum cash payment equal to the employee’s monthly base salary multiplied by the applicable severance period and (ii) a lump-sum cash payment for COBRA continuation equal to the applicable monthly COBRA premium multiplied by the applicable benefits continuation period.
• The plan generally requires at least 12 months of full-time employment to be an eligible employee, and each of the company’s current executive officers is considered an eligible employee. The plan also revises the definition of “Change in Control” to list the transactions that constitute a Change in Control.

Why it may matter
This item was reported under Item 5.02 and covers an amendment and restatement of Vistagen’s executive severance plan, including changes to eligibility, qualifying termination definitions, and severance and benefits payments. This filing does not show why the insider traded or why the company acted.