On 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). This rule mandates that the Audit Committee of a Nasdaq-listed company must have at least three independent members from its Board of Directors. The non-compliance arose following the resignation of Ms. Mary Rotunno from the Company’s Board, effective the same day, which reduced the number of directors on the Audit Committee from three to two. Despite this non-compliance, the listing of the Company's common stock on The Nasdaq Capital Market remains unaffected. The Company is entitled to a cure period to regain compliance, which will expire upon the earlier of the Company’s next annual meeting of stockholders or one year from the resignation date. If the annual meeting occurs within 180 days following the resignation, the Company will have 180 days from that date to regain compliance. The Board has indicated plans to address this issue before the expiration of the cure period.



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