Vistagen Therapeutics Faces Securities Class Action Lawsuit Amid Allegations of Misleading Investors

LOS ANGELES, January 19, 2026 — Vistagen Therapeutics, Inc. (NASDAQ: VTGN), a clinical-stage biotechnology company focused on developing treatments for anxiety and other neuropsychiatric disorders, has been named as a defendant in a class action securities lawsuit alleging violations of federal securities laws. The lawsuit was announced by DJS Law Group LLP, which is representing investors who suffered financial losses due to alleged misleading statements and omissions by the company and its executives.

What the Lawsuit Is About

The lawsuit claims that Vistagen violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5, which prohibit making false statements or omitting material information in connection with the purchase or sale of securities. According to the complaint, the company’s public statements about key clinical trial results were misleading and gave investors a false impression of the company’s prospects.

Specifically, Vistagen is accused of misrepresenting the results and outlook of its Phase 3 clinical trial known as "PALISADE-2" for its lead drug candidate, fasedienol. The drug was being developed as an acute treatment for social anxiety disorder, and statements from the company allegedly created expectations that the trial would produce favorable results. However, the lawsuit claims the company did not disclose the full risks and setbacks associated with the trial, leaving investors unaware of the true performance of the drug candidate.

Class Period and Investor Eligibility

The lawsuit defines the “class period” — the timeframe during which investors who purchased Vistagen stock may have suffered losses — as April 1, 2024 through December 16, 2025. Investors who purchased shares during this period and experienced financial losses may be eligible to participate in the lawsuit and potentially recover damages.

The deadline to file a motion to serve as lead plaintiff in the case is March 16, 2026. The lead plaintiff plays a crucial role in class action lawsuits by representing the interests of all class members and making key decisions in the litigation process. Note that serving as lead plaintiff is not required to recover in the case.

Background on Vistagen Therapeutics

Vistagen Therapeutics is a clinical-stage biopharmaceutical company that develops innovative treatments for neurological and psychiatric disorders. Its most advanced candidate, fasedienol, was being studied as an acute treatment for social anxiety disorder — a condition that affects millions of people worldwide and can significantly impact daily functioning and quality of life. The company’s research and development efforts have attracted investor interest, especially as fasedienol progressed through key stages of clinical testing.

However, despite earlier optimism, results from the Phase 3 study reported by the company on December 17, 2025, showed that fasedienol did not meet the primary endpoint of statistically significant improvement in the Subjective Units of Distress Scale (SUDS) compared to placebo. This setback triggered a sharp decline in the company’s stock price, which fell by more than 80% in a single trading session following the announcement.

Such an unexpected outcome can shake investor confidence and revenue expectations. In this case, shareholders allege they were not adequately informed about risks or the true likelihood of success before the trial results were disclosed.

Allegations of Misleading Statements and Omissions

The core of the complaint centers on claims that Vistagen made materially false and misleading statements to the investing public. These statements — including positive commentary about trial pacing and data expectations — allegedly lacked full disclosure of known risks or uncertainties related to the clinical studies.

The lawsuit argues that this conduct artificially inflated the company’s stock price during the class period. When the actual trial outcomes were revealed, the truth became known and the stock price collapsed, leading to losses for investors who had bought shares under the impression that the company’s drug development efforts were on track.

Under U.S. securities laws, if a company knowingly makes misleading statements or fails to disclose material information that could affect an investor’s decision, it may be held legally responsible for resulting losses. The lawsuit seeks to hold Vistagen and possibly certain directors and officers accountable for these alleged violations.

Legal and Financial Implications

Securities class actions — such as this one — are common when publicly traded companies’ stocks experience sudden and severe price declines as a result of disappointing news or restatements. Litigation like this is intended to give affected investors the opportunity to pursue recovery of losses that allegedly stem from misinformation or lack of transparency.

If the class action is successful, investors might receive compensation — though securities litigation outcomes can vary widely, and there is no guarantee of recovery. Cases can take months or even years to resolve, often involving negotiations between plaintiffs and defendants, court rulings, or settlements.

Different Law Firms Involved in Related Actions

In addition to the lawsuit announced by DJS Law Group, other law firms have also issued alerts related to Vistagen. For example, Rosen Law Firm and Robbins LLP have publicly noted class action lawsuits and investigations concerning the company and fasedienol’s trial results. These firms echo similar allegations about misleading statements and failure to disclose material adverse facts during the class period.

Investors have multiple options for legal representation, and such firms offer consultations to help shareholders understand their rights and whether they qualify to join the class action. Being informed about available legal avenues is an important first step for impacted investors.

Role of Lead Plaintiff and Deadline

Shareholders who want to serve as the lead plaintiff must file a motion by the court-appointed deadline of March 16, 2026. This role involves representing all class members and helping guide the litigation strategy. Even those who do not wish to act as lead plaintiff can still participate in the case and seek compensation.

Contact information for DJS Law Group, including phone and email contacts, was provided in the press release for shareholders who have questions or wish to discuss their rights.

Potential Impact on Vistagen’s Business

Beyond financial compensation for investors, securities class actions can impact a company’s reputation and future capital-raising efforts. Market confidence may be shaken when key clinical outcomes are disappointing and followed by litigation. Investors consider both business fundamentals and corporate governance practices when making decisions about buying or holding shares.

For Vistagen, the unfavorable results from the PALISADE-3 trial and the subsequent litigation raise questions about the company’s communication and risk disclosure practices. How Vistagen responds to the lawsuit — both legally and publicly — could affect its stock performance and business direction moving forward.

What Shareholders Should Do

Investors who meet the eligibility criteria and believe they suffered losses related to Vistagen’s alleged misconduct should consider the following steps:

• Review the class period and confirm purchase dates for VTGN stock.
• Consult with legal counsel to understand rights and options.
• Decide whether to join the class action and/or seek lead plaintiff status.
• Gather documentation of stock purchases and losses to support claims.

Acting before the deadline is important, as failing to file on time could limit participation in any potential recovery.

Conclusion

The securities class action lawsuit against Vistagen Therapeutics, Inc. represents a significant legal development for investors who purchased the company’s shares between April 1, 2024 and December 16, 2025. Allegations of misleading statements about clinical trial outcomes serve as the basis for claims under federal securities laws, and shareholders may be entitled to pursue compensation for their losses.

With multiple law firms offering representation and a March 16, 2026 deadline approaching to file motions for lead plaintiff status, affected investors should consider their options carefully and seek qualified legal advice.