Vistagen Therapeutics, Inc. filed a Current Report on Form 8-K on October 7, 2026, announcing an amendment and restatement of its Change in Control Executive Severance Plan. The filing indicates that the Board of Directors approved the updated plan on October 7, 2026, which is effective immediately on that date. The amended plan replaces the original plan, which was adopted effective August 11, 2026, and described in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2026.
Under the amended and restated plan, a termination of employment is classified as a “Qualifying Termination” if it occurs under specific conditions. These include termination by the Company without Cause, or termination by the employee for Good Reason. Notably, the new plan allows for Qualifying Termination benefits regardless of whether a Change in Control event has occurred, provided the termination happens within a specific timeframe. The original plan required a Change in Control to actually take place for benefits to be triggered.
The plan outlines specific severance benefits for Eligible Employees. If an employee is terminated without Cause and does not occur in connection with a Change in Control, the employee is generally entitled to a lump-sum cash payment equal to their monthly base salary multiplied by an applicable severance period. Additionally, if the employee and/or their eligible dependents elect to continue health coverage through COBRA, the plan provides a lump-sum cash payment equal to the applicable monthly COBRA premium multiplied by a benefits continuation period. To qualify as an Eligible Employee, an individual must have completed at least 12 months of full-time employment with the Company. The filing confirms that all of the Company’s current executive officers are considered Eligible Employees under the amended plan.
The amended and restated plan also revises the definition of “Change in Control” to explicitly list the transactions that constitute such a change. A copy of the full text of the amended and restated plan is filed as Exhibit 10.1 to this report.
