Vistagen Therapeutics, Inc. (VTGN) Earnings Call Transcript & Summary

Hello, and welcome to the 2026 Annual Meeting of Stockholders of Vistagen Therapeutics, Inc. It is my pleasure to turn today's meeting over to Ms. Jessica Haskell of Vistagen Therapeutics. Ms. Haskell, the floor is yours.

Good morning, ladies and gentlemen. I am Jessica Haskell, Associate General Counsel and Corporate Secretary of Vistagen Therapeutics. Welcome to our 2026 Annual Meeting of Stockholders. We chose to host this meeting through a virtual webinar platform so that every stockholder can join regardless of their physical location. Thank you for being here today. Displayed on your screen is the agenda for today's meeting. As you can see, the meeting will be brief and cover only 3 business items. If you have a question or comment related to a specific business item on the agenda, you may submit it at any time during the meeting by clicking on the message icon located in the upper right-hand corner of your screen. Please note, as is customary, only questions specifically related to the business items on the agenda will be addressed. Should you have a question that is not related to a business item on today's agenda, you may submit it to us directly using the contact page of our website at www.vistagen.com. Registered stockholders may still vote during the formal portion of today's meeting by clicking on the vote icon located in the upper right-hand corner of your screen. You're a registered stockholder, if you held Vistagen common stock in your own name at our transfer agent, Computershare, as of July 22, 2026, which was the record date for this meeting and use your Computershare issue control number to join today's meeting. Please note, this meeting is being recorded. That said, no one attending is permitted to record the meeting themselves by audio recording device or otherwise or distribute any part of a recording in any fashion whatsoever. It is now my pleasure to turn the meeting over to Mr. Jon Saxe, Chair of the Board of Directors of Vistagen Therapeutics to call the meeting to order.

Good morning. As noted, I am Jon Saxe, Chair of the company's Board of Directors, and I will be chairing today's meeting. I now call the 2026 Annual Meeting of Stockholders of Vistagen Therapeutics to order. Agenda for the meeting is on your screen, and you can access a copy of the proxy statement and related materials, including the company's annual report on Form 10-K for the fiscal year ended March 31, 2026, by clicking the indicated links on the webinar meeting page. As the agenda shows, the business items for today's meeting include my introduction of certain of the directors and officers of the company who are in virtual attendance, confirmation of a quorum and review of the 3 proposals outlined in the company's proxy statement. Mr. Daniel Rumsey, of Disclosure Law Group, outside counsel for Vistagen has been appointed to serve as the Inspector of Election for this annual meeting. Jessica Haskell, our Associate General Counsel and Corporate Secretary, will act as Secretary of the meeting. Although you cannot see them in this virtual format, I would like to introduce the Board members, management team and representatives of the company's independent auditing firm who are with us today. Along with myself, our independent Board members in attendance are Ann Cunningham and Dr. Doug Williamson. In addition to Ms. Haskell, members of our management team in attendance are Shawn Singh, President, Chief Executive Officer and a member of our Board. Nick Tressler, Chief Financial Officer; Dr. Angel Angelov, Chief Medical Officer; Elissa Cote, Chief Corporate Development and Strategy Officer; Joshua Prince, Chief Operating Officer; Reid Adler, Chief Legal Officer; Mark McPartland, Senior Vice President, Investor Relations; Trisha Fitzmaurice, Senior Vice President, Human Resources; and Dr. Louis Monti, Senior Vice President, Translational Neuroscience. And finally, Katie Wechsler and Kenrick Wong from KPMG LLP, Vistagen's independent registered public accounting firm, have also joined us. I would now like to turn the meeting back over to Ms. Haskell to commence with the formal business of the meeting.

Thank you, John. We have received proxies to vote more than 1/3 of the shares entitled to vote at this meeting. In accordance with the company's bylaws, this constitutes a quorum for the meeting. A list of all registered stockholders as of the record date for this meeting has been compiled and certified by the Inspector of Election. A copy of the notice of the meeting, which was mailed to stockholders on or about July 31, 2026, as well as copies of the proxy statement for this meeting and the company's annual report on Form 10-K for its fiscal year ended March 31, 2026, are available for inspection on the virtual meeting platform. As such, this meeting is now declared lawfully and properly convened. Most stockholders have already voted by way of proxy. If you entered this virtual meeting as a stockholder and not a guest and have not voted yet or you'd like to vote today, you can do so at any time before voting closes. If you've already voted by proxy and don't want to change your vote, there is no need to vote again online. Once voting ends, the inspector of election will tabulate the votes. The votes will not be tabulated until after each of the proposals on the agenda has been introduced and you've had the opportunity to vote on each one. The first item on the agenda is the election of directors. The company's restated articles of incorporation, as amended, do not authorize cumulative voting. Therefore, balloting will take place without cumulative voting. The 4 nominees who received the highest number of votes will be elected as directors of the company for a 1-year term or until her or his respective successor is duly elected and qualified. As this meeting was properly convened by the company, I will ask a member of management to place into nomination the Board of Director nominees.

I would like to nominate the following persons to serve as directors of the company for 1-year terms ending upon the company's next Annual Meeting of Stockholders or until her or his successor is duly elected and qualified: Ann Cunningham and Dr. Doug Williamson, Jon Saxe and Shawn Singh.

Thanks, Nick. May I have a second to these nominations?

I second the motion.

Thank you, Josh. The following persons have been nominated for election as directors of the company, each to serve for a 1-year term ending upon our next Annual Meeting of Stockholders or until her or his successor is duly elected and qualified: Ann Cunningham and Dr. Doug Williamson, Jon Saxe and Shawn Singh. The election of directors will now be put to a vote. The polls will remain open regarding the election of directors until after the introduction of the remaining business items on the agenda. Any registered stockholder who wishes to vote online may do so now. The next item on the agenda is an advisory vote on the compensation paid to our named executive officers, which we also refer to as say-on-pay. I will now ask for a motion from the floor to conduct an advisory vote on this proposal.

This is Trisha Fitzmaurice. I move to approve the say-on-pay proposal on an advisory basis.