Vistagen Therapeutics, Inc. (VTGN): Nasdaq/NYSE listing notice — Vistagen falls below Nasdaq audit committee minimum after director resignation

Vistagen Therapeutics, Inc.

Ms. Mary Rotunno resigned from the Board effective April 1, 2026, reducing Audit Committee from 3 to 2 members.
Company notified Nasdaq of non-compliance with Listing Rule 5605(c)(2) requiring at least three audit committee members.
Nasdaq listing not affected; cure period of up to one year from resignation date to regain compliance.
Board plans to fill vacancy and return to compliance within the cure period.

item 3.01

Key facts

Extracted from this filing and checked against the source text.

Listing & Compliance Notices SEC 8-K Item 3.01 confidence 0.9

Vistagen Therapeutics, Inc. received a nasdaq noncompliance notice notice regarding audit committee (rules 5605(c)(2)).

Exchange: nasdaq
Notice: noncompliance notice
Deficiency: audit committee
Rules: 5605(c)(2)

Exact text from the filing

April 1, 2026, Vistagen Therapeutics, Inc. (the “ Company ”) notified The Nasdaq Stock Market LLC (“ Nasdaq ”) of its current non-compliance with Nasdaq Listing Rule 5605(c)(2), which requires the Audit Committee of a Nasdaq-listed company to have at least three members from its Board of Directors, each meeting independence and certain other criteria. As disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 18, 2026, Ms. Mary Rotunno resigned from the Company’s Board of Directors (the “ Board ”), effective April 1, 2026 (the “ Resignat

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Source: SEC EDGAR

accession 0001628280-26-023176

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