Vistagen Therapeutics, Inc. Class Action Lawsuit - VTGN

Company
Vistagen Therapeutics, Inc. (NASDAQ: VTGN)
Lead Plaintiff Deadline
March 16, 2026 (Expired)
Class Period
April 1, 2024 - December 16, 2025

Expired

Lead Plaintiff Deadline

Mar 16, 2026

Join the Vistagen Therapeutics, Inc. Class Action Lawsuit

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Certification of Plaintiff Pursuant to Federal Securities Laws

I, duly certify and say, as to the claims asserted under the federal securities laws, that:

1.I have reviewed a complaint filed in the action.

2.I did not purchase the security that is the subject of this action at the direction of plaintiff's counsel or in order to participate in this action.

3.I am willing to serve as a representative party on behalf of the class, including providing testimony at deposition and trial, if necessary.

4.My transaction(s) in which are the subject of this litigation during the class period set forth in the complaint are set forth in the chart attached hereto.

5.Within the last 3 years,

6.I will not accept any payment for serving as a representative party on behalf of the class beyond the Plaintiff's pro rata share of any recovery, except as ordered or approved by the court, including any award for reasonable costs and expenses (including lost wages) directly relating to the representation of the class.

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Signed pursuant to California Civil Code Section 1633.1, et seq. - and the Uniform Electronic Transactions Act as adopted by the various states and territories of the United States.

By your signature above, you confirm that have retained Levi & Korsinsky, LLP to represent you and the shareholder class as a lead plaintiff in the pending class action against Vistagen Therapeutics, Inc. This representation will be on a contingency basis, meaning that Levi & Korsinsky will advance all expenses in the litigation and will only seek compensation and/or reimbursement of expenses if the firm obtains a recovery. Regardless of the result, we will never ask you to directly pay for any attorneys’ fees, expenses, or costs. Should we obtain a favorable result, we may ask the court to award us compensation and reimbursement of expenses to be paid by the defendants or as a portion of any class recovery. In exchange for our representation, you agree to cooperate as our client by providing, for example, relevant documents and deposition testimony, if necessary. During the course of this litigation, we may employ and/or work with other law firms, experts, and third-parties to successfully prosecute this action. If you are not appointed as the lead plaintiff or Levi & Korsinsky is not appointed as lead counsel, we will notify you of such decision at which time this representation will end unless otherwise extended by you and the firm. We look forward to working with you towards a successful resolution of this action.

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Allegations

According to the complaint, defendants provided overwhelmingly positive statements to investors while, at the same time, disseminating materially false and misleading statements and/or concealing material adverse facts concerning its Phase 3 PALISADE-3 trial study of fasedienol, an investigational pherine candidate in development for the acute treatment of social anxiety disorder. On December 17, 2025, Vistagen issued a press release announcing that the PALISADE-3 Phase 3 study of intranasal fasedienol for the acute treatment of social anxiety disorder did not demonstrate a statistically significant improvement on the primary endpoint of change on the Subjective Units of Distress Scale. In pertinent part, defendants announced the trial did not achieve its primary endpoint and there was no treatment difference between fasedienol and placebo for the secondary endpoints. Following this news, the price of Vistagen’s common stock declined dramatically from a closing market of $4.36 per share on December 16, 2025 to $0.86 per share on December 17, 2025, a decline of more than 80%.

Eligibility

In order to be eligible to join the VTGN class action lawsuit, you must have incurred a loss on shares of Vistagen purchased during the class period listed above.

Lead Plaintiff Deadline

If you suffered a loss in Vistagen during the relevant time frame or pursuant to the relevant offering(s), you have until March 16, 2026 to request that the Court appoint you as lead plaintiff. Your ability to share in any recovery doesn't require that you serve as a lead plaintiff.

Vistagen Therapeutics, Inc Class Action Lawsuit Details

Introduction to Vistagen Therapeutics, Inc. (VTGN) Securities Class Action Lawsuit

A federal securities class action alleging violations of the Securities Exchange Act of 1934, including Sections 10(b) and 20(a) and SEC Rule 10b-5 has been filed against Vistagen Therapeutics, Inc. (NASDAQ: VTGN) covering April 1, 2024 through December 16, 2025. Investors allege the company and its leaders promoted fasedienol's Phase 3 prospects for social anxiety disorder by leaning on prior PALISADE-2 results and "notable enhancements" to the PALISADE-3 trial. The complaint says those upbeat claims concealed material risks and adverse facts about the design and execution of a public speaking challenge-based , placebo-controlled study. On December 17, 2025, Vistagen announced PALISADE-3 failed to meet its primary endpoint and showed no treatment difference on secondary endpoints, contradicting those representations. The stock fell more than 80% in one day, allegedly harming investors who bought at artificially inflated prices.

Vistagen Therapeutics, Inc. (VTGN) Securities Lawsuit Case Details

Case Name: Eller v. Vistagen Therapeutics, Inc. et al.

Case No.: 3:26-cv-00427

Jurisdiction: U.S. District Court, Northern District of California

Filed on: January 15, 2026

Vistagen Therapeutics, Inc. (VTGN) Company Profile

Vistagen is a clinical-stage biopharmaceutical company and NASDAQ-listed biotechnology issuer focused on developing and commercializing therapies for neuropsychiatric and neurological disorders. Its pipeline includes fasedienol, an investigational neuroactive pherine nasal spray (intranasal delivery) for adults with social anxiety disorder as an acute treatment.

Vistagen Therapeutics, Inc. (VTGN) Securities Lawsuit Class Period

April 1, 2024-December 16, 2025, inclusive.

All investors who purchased or otherwise acquired Vistagen common stock (NASDAQ: VTGN) during the Class Period and traded on the NASDAQ.

VTGN-New-Case-Infographic.webp

Allegations in the Vistagen Therapeutics, Inc. (VTGN) Securities Class Action Lawsuit

According to the complaint, Vistagen Therapeutics, Inc., CEO Shawn K. Singh, and COO Joshua Prince are sued for statements they made about fasedienol's Phase 3 program during the Class Period. The case centers on what they allegedly told investors about PALISADE-3's design, execution, and likelihood of success, portrayed as building on earlier PALISADE-2 outcomes and positioned as a confirmatory Phase 3 study (alleged violations of Sections 10(b) and 20(a) of the Securities Exchange Act and SEC Rule 10b-5).

The narrative begins on April 1, 2024, when Singh said in a press release that initiating PALISADE-3 marked "another major milestone" in plans to develop and commercialize fasedienol for social anxiety disorder and that PALISADE-4 would follow later in the year. On June 11, 2024, during an earnings call, Singh told investors the company had built "notable enhancements" into PALISADE-3 and -4, with operational changes to optimize enrollment, enhance surveillance, control variability, and drive rigorous protocol adherence. That same day, he said success in either PALISADE-3 or -4, together with PALISADE-2 and additional safety data, could support a potential U.S. new drug application in the first half of 2026.

On August 13, 2024, Singh added that PALISADE-3 was designed similarly to PALISADE-2 with the objective of replicating that study's success on the primary endpoint measured by SUDS scores. By February 13, 2025, asked about risks on another earnings call, he said the situation did not "keep [him] up at night" given enhancements and rigorous protocol adherence despite the risk of clinical trial failure.

Meanwhile, investors allege the company created a false impression that PALISADE-3's adjustments and oversight made Phase 3 success likely and positioned the study as confirmatory. The complaint states defendants knew or recklessly disregarded that public speaking challenge-based endpoints commonly show elevated placebo responses, site variability, and measurement noise-risks reflected in Vistagen's own Phase 2 experience and published research-yet continued to tout modifications and present PALISADE-3 as likely to succeed, while shares traded at artificially inflated prices during the Class Period.

The Truth Emerges

The truth surfaced on December 17, 2025, when Vistagen issued a press release as a corrective disclosure announcing PALISADE-3 failed to achieve its primary endpoint, as measured by change from baseline on the Subjective Units of Distress Scale (SUDS). The company also reported no statistically significant treatment difference between fasedienol and placebo on secondary endpoints. Singh stated, "We are disappointed by the unexpected results of this public speaking challenge trial, which are inconsistent with positive outcomes observed in Phase 2 and our PALISADE-2 Phase 3 study." These revelations stood in direct contrast to earlier assurances about "notable enhancements," operational changes, and a strong likelihood of Phase 3 success. The single announcement crystallized what investors allege had been concealed: that the design and inherent risks of the public speaking challenge undercut the upbeat narrative driving expectations for PALISADE-3.

Market Reaction

The market reacted immediately. On December 17, 2025, Vistagen's stock fell, dropping from a prior close of $4.36 per share on December 16 to $0.86 per share at the close on the day of the disclosure (an approximately 80.27% decline). According to the complaint, investors and analysts responded to the failure of PALISADE-3's primary and secondary endpoints following the corrective disclosure, reflecting a sharp reassessment of the company's prospects for fasedienol.

Next Steps

●        The Court will issue its order for lead plaintiff and counsel in the weeks after submissions are due.

●        The Court will then consider motion for class certification.

●        The Court will later consider a Motion to Dismiss.

Disclaimer: This shareholder alert is for informational purposes only and does not constitute legal advice. Consult a qualified attorney for personalized guidance. No specific outcomes are guaranteed.

 

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