Vistagen expands executive severance coverage beyond change in control events

Vistagen Therapeutics, Inc. (VTGN) amended and restated its Change in Control Executive Severance Plan on October 7, 2026, to provide severance benefits to eligible employees following involuntary terminations regardless of whether a change in control occurs. The company, incorporated in Nevada and headquartered in South San Francisco, California, filed a Current Report on Form 8-K with the U.S. Securities and Exchange Commission to disclose the changes.

Under the revised terms, effective October 7, 2026, the plan expands the definition of a "Qualifying Termination." Previously, the original plan, adopted effective August 11, 2026, generally limited benefits to qualifying terminations that occurred within a specific "Change in Control Period" and only if a change in control actually took place. The amended plan now includes terminations by the company without cause that happen outside of a change in control scenario.

For a Qualifying Termination not connected to a change in control, an eligible employee must timely execute and not revoke a release of claims to receive benefits. Upon meeting this condition, the employee is entitled to a lump-sum cash payment calculated as their monthly base salary multiplied by the applicable severance period. Additionally, if the employee or their eligible dependents elect COBRA continuation coverage, they receive a second lump-sum payment equal to the applicable monthly COBRA premium multiplied by the applicable benefits continuation period.

The amendment also adjusts eligibility requirements. To qualify as an Eligible Employee under the new plan, an individual must have completed at least 12 months of full-time employment with Vistagen Therapeutics. The company stated that each of its current executive officers is considered an Eligible Employee under these revised terms. The document further revises the definition of "Change in Control" to explicitly list the transactions that constitute such an event directly within the plan text.

The original plan was described in the company's Quarterly Report on Form 10-Q for the period ended June 30, 2026. The full text of the amended and restated plan is filed as Exhibit 10.1 to the Current Report on Form 8-K. Shawn K. Singh, President and Chief Executive Officer of Vistagen Therapeutics, signed the report on October 9, 2026.