VTGN · VistaGen Therapeutics, Inc.

The non-compliance stems solely from a structural board governance gap — the Audit Committee now has only two members after Mary Rotunno’s resignation, falling short of Nasdaq’s three-member requirement under Rule 5605(c)(2). Importantly, this deficiency does not jeopardize the company’s current listing status on The Nasdaq Capital Market, nor does it constitute a delisting event or trading suspension. The cure period framework provides flexibility: if VistaGen holds its annual meeting within 180 days of April 1, 2026 (i.e., by September 28, 2026), it must restore full Audit Committee membership before that meeting; otherwise, it has up to one year. The Board’s explicit statement of intent to resolve the matter before the deadline signals proactive governance oversight, though failure to do so could escalate to formal delisting proceedings. For investors, this is a procedural and remediable governance item — not an operational or financial distress signal — but warrants monitoring of board composition updates and timing of the next annual meeting.