Vistagen Therapeutics, Inc. 8-K

What Happened
Vistagen Therapeutics, Inc. filed an 8‑K on April 2, 2026, informing Nasdaq that it is currently non‑compliant with Nasdaq Listing Rule 5605(c)(2) because Mary Rotunno resigned from the Board effective April 1, 2026, reducing the Audit Committee from three members to two. The company told Nasdaq it plans to regain compliance and noted the listing of its common stock on The Nasdaq Capital Market is not immediately affected.

Key Details

• Filing date: April 2, 2026; resignation effective: April 1, 2026 (Mary Rotunno).
• Nasdaq rule cited: Listing Rule 5605(c)(2) (Audit Committee must have at least three independent members).
• Cure period: Under Nasdaq Rule 5605(c)(4)(B), the company has until the earlier of its next annual meeting or one year from the resignation date to regain compliance; if the annual meeting occurs within 180 days of the resignation, the cure period is 180 days.
• Company statement: Vistagen intends to regain compliance before the cure period expires. Report signed by CEO Shawn K. Singh.

Why It Matters
Audit committee composition is a governance requirement for Nasdaq‑listed companies. While the company’s stock remains listed for now, investors should be aware there is a formal non‑compliance event and a limited cure period to restore the required audit committee membership. Failure to regain compliance within the cure period could lead to further Nasdaq action, so watch for announcements about new board appointments or related governance updates.