On August 19, 2019, VistaGen Therapeutics, Inc. (the “Company”) received a letter (the “Letter”) from the Listing Qualifications Staff of The Nasdaq Stock Market, LLC (“Nasdaq”) indicating that, based on information provided in the Company’s Quarterly Report onForm 10-Qfor the quarter ended June 30, 2019, the Company was not, as of June 30, 2019, in compliance with the $2.5 million minimum stockholders’ equity requirement set forth in Nasdaq Listing Rule 5550(b)(1) for continued listing of the Company’s common stock, par value $0.001 per share (“Common Stock”)on The Nasdaq Capital Market (the “Stockholder’s EquityRequirement”), or with any alternative standard under the Nasdaq Listing Rules.

Under applicable Nasdaq rules, the Company has 45 calendar days from the date of the Letter, or until October 3, 2019, to regain compliance with the Stockholder’s Equity Requirement or submit a plan to regain compliance. If the Company has not yet regained compliance as of that date, and Nasdaq has accepted the Company’s plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the Letter, or until February 15, 2020, to provide evidence of compliance.

The Letter has no immediate effect on the listing of the Company’s Common Stock on The Nasdaq Capital Market. The Company intends to promptly evaluate various courses of action, in order to timely submit a plan to Nasdaq and to regain compliance. However, there can be no assurance that the Company will regain compliance with the Stockholders’ Equity Requirement during the 45-day period in which to regain compliance or submit a plan to regain compliance, secure an additional period to regain compliance or maintain compliance with this and other Nasdaq listing requirements.

The Letter is in addition to the letter received by the Company from Nasdaq on June 17, 2019, as disclosed in the Company’s Current Report on Form 8-K, filed on June 21, 2019. Regardless of any outcome in connection with the Stockholder’s EquityRequirement, if the Company fails to regain compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for at least ten consecutive business days prior to December 16, 2019, its Common Stock will continue to be subject to delisting by Nasdaq.

About VistaGen Therapeutics, Inc. (NASDAQ:VTGN)

VistaGen Therapeutics, Inc. is a clinical-stage biopharmaceutical company. The Company is engaged in developing and commercializing product candidates for patients with diseases and disorders involving the central nervous system (CNS). Its lead product candidate, AV-101, is an orally available prodrug candidate in Phase II development, initially for the adjunctive treatment of major depressive disorder (MDD) in patients with an inadequate response to standard antidepressants approved by the United States Food and Drug Administration (FDA). In addition to AV-101, the Company has developed a human pluripotent stem cell (hPSC) technology platform, which includes its in-vitro bioassay system, CardioSafe 3D, to predict potential heart toxicity of new chemical entities (NCEs) long before testing in animal and human studies. The Company is focused on regenerative medicine (RM) applications using blood, cartilage, heart and/or liver cells derived from hPSCs.