Our 2016 Stock Incentive Plan (the 2016 Plan) provided for the grant of stock options, restricted shares of common stock, stock appreciation rights and dividend equivalent rights to employees, officers, members of the board of directors, consultants and advisors of the Company. Upon the adoption of our 2019 Plan, no further grants were permissible under the 2016 Plan and 46,280 authorized shares were transferred to the 2019 Plan and became issuable therefrom. Any options or awards outstanding under the 2016 Plan remained outstanding and effective.

Our Board approved the Vistagen Therapeutics, Inc. 2019 Omnibus Equity Incentive Plan (the 2019 Plan) on May 27, 2019, and our stockholders adopted it and ratified all previously issued grants on September 5, 2019. The 2019 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards.

On June 28, 2021, our Board approved and, at our Annual Meeting of Stockholders on September 17, 2021, our stockholders approved certain amendments to the 2019 Plan (Amended 2019 Plan). Upon approval of the Amended 2019 Plan by our stockholders, the total number of shares authorized to be issued under the 2019 Plan increased to 600,000 shares. On May 29, 2024, our Board and stockholders approved certain amendments to the 2019 Plan (Amended and Restated 2019 Plan). Upon approval of the Amended and Restated 2019 Plan by our stockholders, the total number of shares authorized to be issued under the 2019 Plan increased to 5,000,000 shares.

At March 31, 2025, there were 2,010,984 registered shares of our common stock remaining available for grant under the Amended and Restated 2019 Plan.

Awards granted under our equity plans expire no later than 10 years from the date of grant. Options and restricted stock granted to employees typically vest over a four-year period but may have been granted with different vesting terms.

A summary of our stock option activity for the year ended March 31, 2025 is as follows (in thousands, except share and per share data and years):


	Options	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding at March 31, 2024	815,357	$	33.07	6.7	$	165
Granted	2,493,700	$	3.59
Exercised	—	$	—
Forfeited	(69,415)	$	36.09
Expired	—	$	—
Outstanding at March 31, 2025	3,239,642	$	10.32	8.4	$	8
Exercisable at March 31, 2025	1,370,909	$	19.26	7.4	$	8
Vested and expected to vest as of March 31, 2025	3,239,642	$	10.32	8.4	$	8


	Year Ended March 31,
	2025	2024
Risk-free interest rate	3.5% - 4.5%	3.9% - 4.6%
Expected term (years)	5.07 - 6.14	2.53 - 6.08
Expected stock price volatility	162.4% - 176.2%	129.0% - 176.6%
Dividend yield	—	—

Stock-based compensation expense recognized for all equity awards has been included in the consolidated statements of operations and comprehensive loss as follows (in thousands):


	Year Ended March 31,
	2025		2024

Research and development expense	$	2,377	$	1,174
General and administrative expense	1,938		1,008
Total stock-based compensation expense	$	4,315	$	2,182

The weighted-average grant date fair value of options granted for the years ended March 31, 2025 and 2024 was $3.45 and $4.40 per share, respectively. For the years ended March 31, 2025 and 2024, the total fair value of options vested was $4.0 million and $2.3 million, respectively. The aggregate intrinsic value of options exercised for the years ended March 31, 2025 and 2024 was $0. As of March 31, 2025, total compensation cost not yet recognized related to unvested stock options was $6.4 million, which is expected to be recognized over a weighted-average period of 2.1 years.

Our Board approved the Vistagen Therapeutics, Inc. 2019 Employee Stock Purchase Plan (the 2019 ESPP) on June 13, 2019. Our stockholders approved the 2019 ESPP at our annual meeting on September 5, 2019. A maximum of 33,334 shares of our common stock were originally reserved for purchase under the 2019 ESPP. In May 2024, the 2019 ESPP was amended to increase the shares authorized to be issued under the 2019 ESPP to 1,000,000 shares.

The 2019 ESPP permits eligible employees who elect to participate in an offering under the 2019 ESPP to have up to 15% of their eligible earnings withheld, subject to certain limitations, to purchase shares of common stock pursuant to the 2019 ESPP. The price of common stock purchased under the 2019 ESPP is equal to 85% of the lower of the fair market value of the common stock at the commencement date of each offering period or the relevant date of purchase. Each offering period is six months, with new offering periods commencing every six months on or about the dates of January 1 and July 1 of each year.

During the years ended March 31, 2025 and 2024, we issued 74,804 and 4,843 shares, respectively, of common stock in connection with the 2019 ESPP. As of March 31, 2025, there were 911,342 shares available for future purchase under the 2019 ESPP.