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This Consulting Services Agreement (“Agreement”) will be effective on October 15, 2025, when signed by both parties (“Effective Date”) and is made by and between Vistagen Therapeutics, Inc., a Nevada corporation, having an address at 343 Allerton Avenue, South San Francisco, CA 94080 (“Vistagen”), and Cynthia L. Anderson, an independent consultant, (“Consultant”). In this Agreement, Vistagen and Consultant are sometimes referred to individually as a “Party” and together as the “Parties.”

Vistagen is a late clinical-stage biopharmaceutical company leveraging a deep understanding of nose-to-brain neurocircuitry to develop and commercialize a broad and diverse pipeline of clinical-stage product candidates from a new class of intranasal therapies called pherines for treating multiple highly prevalent indications, including social anxiety disorder, major depressive disorder, and vasomotor symptoms (hot flashes) associated with menopause.

Consultant has substantial expertise in performing senior management services customarily consistent with the duties and responsibilities of a Chief Financial Officer, and principal accounting and finance officer of a publicly-held, clinical-stage biopharmaceutical company. Consultant previously served as Vistagen’s Chief Financial Officer and principal financial and accounting officer from August 21, 2023, until the Effective Date.

1.Services. Consultant shall provide the services described in Exhibit “A” to this Agreement (the “Services”). Consultant shall perform the Services in good faith and with the care reasonably expected for such activities by appropriately experienced professionals in the biopharmaceutical industry.

3.Invoicing. Consultant shall keep accurate records of Services provided, hours worked, and authorized expenditures. Invoices shall be submitted monthly by email within ten (10) days after the month’s end, along with customary supporting documentation. Consultant shall submit a final invoice within thirty (30) days after the expiration or termination of this Agreement. Unless Vistagen authorizes later submission in writing, Vistagen has no obligation to pay invoices received later than sixty (60) days after the expiration or termination of this Agreement.

4.Payments. Vistagen shall compensate Consultant for Services as described in Exhibit A. Vistagen shall pay such amounts to Consultant within thirty (30) days after receipt of a written invoice for Services. Disputed amounts may be withheld, and after such dispute is resolved, Vistagen will pay any additional amount determined to be due within thirty (30) days. Consultant must provide Vistagen with a completed Internal Revenue Service Form W-9 before receiving any payment under this Agreement, if not previously provided by Consultant to Vistagen.

5.Work Product, Deliverables, Intellectual Property. All work created under this Agreement (collectively, “Deliverables”) belongs to Vistagen. Consultant shall promptly disclose and hereby assigns to Vistagen, without additional compensation, all rights to and ownership of the Deliverables and any intellectual property rights (“IPR”) related to such Deliverables to the full extent that Consultant has the legal right to make such an assignment. Consistent with the foregoing, Consultant shall sign all papers and take other actions, at Vistagen’s expense and reasonable request, to assign, secure, and enforce rights to such IPR. The foregoing assignment obligations do not apply to any invention developed by Consultant wholly outside of

the Services. To the extent that the Deliverables include works of authorship that are protectable by copyright, they will be considered “works made for hire,” as that term is defined in the United States Copyright Act. Vistagen may use the Deliverables for any and all purposes.

6.Confidential Information. All information disclosed by one party (“Discloser”) to the other party (“Recipient”) will be deemed to be “Confidential Information.” Confidential Information may include, without limitation, any discovery, idea, technique, invention, process, formula, design, device, or know-how; any sample, compound, formulation, extract, media, vector, cell line, or prototype; any procedures for producing or using the foregoing; any data or information relating to the foregoing and any past, current and contemplated research and development activities, pre-clinical studies, clinical trials, and the like; any commercial, engineering, manufacturing, marketing, partnering, regulatory, servicing, financing or personnel matter, program or strategy, suppliers, contractors, clients, customers, employees, investors, partners or business opportunities and plans of a party, whether in oral, written, visual, graphic or electronic form. All Confidential Information (including all copies thereof) will always remain the property of Discloser. Confidential Information preferably will be marked as confidential, but any disclosure reasonably understood to be Confidential Information need not be so marked.

7.Standard Exceptions. Confidential Information will not include information that Recipient can demonstrate by competent written proof: (a) is now, or hereafter becomes, generally known or available in the public domain through no act or failure to act by Recipient; (b) is already known by Recipient at the time of receiving such information; (c) is hereafter furnished to Recipient by a third party, as a matter of right and without restriction on its disclosure; (d) is independently developed by Recipient without any use of Confidential Information; or (e) is approved for disclosure in writing by Discloser.

8.Compelled Disclosure. Disclosure of Confidential Information by Recipient is allowed if such disclosure is: (a) made in response to a valid order of a court or other governmental body of the United States, a state or local authority having competent jurisdiction, or (b) otherwise required by law or regulation. In either case, Recipient must first have given reasonable prior notice to Discloser, to the extent legally permissible, and shall have made a reasonable effort, at Discloser’s request and expense, to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued or requirement made.

9.Limitations on Use. Recipient may use Confidential Information only to the extent required for this Agreement and nothing else. Recipient shall not make copies of the Confidential Information except as needed to provide Services. Recipient shall not disclose Confidential Information to third parties without Discloser’s written consent. When disclosure is authorized, Recipient may disclose Confidential Information of Discloser only to those bound by obligations regarding the use and protection of Confidential Information that are consistent with this Agreement and only as necessary for Consultant to provide Services. Recipient will not take any action to jeopardize, limit, or interfere with the Discloser’s ownership or rights concerning Discloser’s Confidential Information. Recipient shall not file or cause to be filed patent applications relating to Discloser’s Confidential Information, referencing the Discloser’s Confidential Information or on inventions including the Discloser’s Confidential Information without the express written consent of Discloser.

10.Maintenance of Confidentiality. Recipient shall maintain all Confidential Information in trust and strict confidence. Recipient shall take reasonable measures to protect the confidentiality of and avoid the unauthorized disclosure and use of Confidential Information. Recipient shall reproduce Discloser’s proprietary rights notices on any such copies in the same way the original set forth notices. Without limiting the foregoing, Recipient shall take at least those measures used to protect their own proprietary and confidential information. Recipient shall be responsible for any breach of the obligations under this Agreement.

12.No Warranty for Confidential Information. While a Discloser shall act in good faith by providing Confidential Information that they believe is accurate and adequate to achieve the purposes of this Agreement, ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” NEITHER PARTY MAKES ANY EXPRESS, IMPLIED, OR OTHER WARRANTIES, INCLUDING AS TO THE ACCURACY, COMPLETENESS, OR FITNESS OF ANY CONFIDENTIAL INFORMATION DISCLOSED UNDER THIS AGREEMENT.

14.Effects of Termination. When this Agreement ends, Recipient shall promptly return or destroy (as directed by Discloser) all copies of Confidential Information, provide Discloser with all Deliverables, and confirm such actions in writing. However, Recipient may retain copies of Confidential Information as reasonably required to comply with their document retention policies or applicable law or to ensure their compliance with the provisions of this Agreement. In addition, Recipient shall not be obligated to destroy copies of Confidential Information remaining on their standard computer backup system. Any Confidential Information so retained will continue to be subject to the terms of this Agreement.

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Remedies. Both parties understand and agree that money damages may not be a sufficient remedy for a breach of this Agreement and that the aggrieved party will be entitled to seek specific performance, injunctive relief and other equitable relief as a remedy for any such breach. Such remedy will not be deemed to be the exclusive remedy for a breach of this Agreement but will be in addition to other remedies available at law or in equity.

16.Securities Laws. Vistagen is a publicly traded company. Consultant acknowledges that: (i) trading in securities of Vistagen is subject to applicable securities legislation; (ii) as a result of the disclosure of Confidential Information by Vistagen to Consultant, Consultant may possess material, non-public information (“MNPI”) of Vistagen; and (iii) any trading by Consultant in the securities of Vistagen while in possession of such MNPI may be a violation of applicable securities legislation and is at all times prohibited.

17.Background Technology, No License or Implied Rights. All IPR and materials owned or under either party’s control before the Effective Date or developed wholly outside of this Agreement (“Background Technology”) are and will remain the property of that party. No rights or licenses to copyrights, inventions, know-how, patents, trademarks, or any other IPR are implied or granted under this Agreement, except that Consultant may utilize Vistagen’s Background Technology to provide Services.

(c)Consultant represents that, during the Term of this Agreement, she will not be a party to any arrangements, contractually or otherwise, that might reasonably be expected to create a conflict of interest or to interfere with or diminish her ability to provide the Services.

(e)Each Party represents that, in the performance of their permitted activities under this Agreement, they shall comply with all applicable laws, including those related to anti- corruption, anti-bribery, data privacy, export control, securities laws and regulations, and patient health and privacy information, including the Federal Food, Drug and Cosmetic Act, the Health Insurance Portability and Accountability Act of 1996, as amended by the HITECH Act and regulations promulgated from time to time thereunder, and Title 21 of the Code of Federal Regulations and the standards for conduct of clinical research described in the International Conference on Harmonization Guidelines for Good Clinical Practices.

19.Notice. All demands and notices under this Agreement, other than routine communications, will be in writing, in each case, to the other Party at their given address. Either Party may give any notice under this Agreement by customary means (including personal delivery, overnight courier, or prepaid, first-class, certified mail), but expressly not by fax or email, and such notice or other communication will be deemed duly given when the Party for whom it is intended receives it. Any Party may change the address to deliver notices and other communications.

20.Dispute Resolution. The parties shall first attempt to resolve any dispute by a good faith meeting between the signatories or their designated representatives. After that, the parties may, at their sole discretion, utilize any other available mechanism, including litigation.

21.LIMITATION OF LIABILITY. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR ANY LOSS OF REVENUE OR PROFITS ARISING OUT OF THIS AGREEMENT REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF OR IS AWARE THAT SUCH DAMAGES HAVE BEEN OR MAY BE INCURRED.

22.Survival. The provisions of this Agreement that expressly or by reasonable implication are intended to come into force or survive termination or expiration of this Agreement will survive to achieve the purposes of this Agreement, including the provisions regarding confidentiality, limitation of liability, and indemnification.

(a)The relationship between the parties will be that of independent contractors. Consultant will be free from Vistagen’s control and direction in connection with the performance of the Services. Consistent with the nature of the Services, Consultant shall set her hours and location of work. Neither party shall have the authority to act as the other party’s agent or to supervise the other party’s employees. Vistagen will not withhold taxes or provide any benefits to Consultant, such as time off, holidays, or other employee benefits.

(b)Consultant and Vistagen agree that Consultant shall be responsible for independently obtaining all medical, dental, health, injury, travel delay, and other personal insurance coverage. Consultant agrees to the requirements and limitations of these insurances and acknowledges their agreement by signing this Agreement below.

(a)The parties warrant that they have the authority to enter into this Agreement, to provide any Confidential Information that will be disclosed to the other party and that the terms of this Agreement will not cause a breach of any other contract to which such party is bound.

(b)The parties acknowledge that either party may now, or in the future, evaluate or do business with competitors or potential competitors of the other party. Subject to their obligations under this Agreement, neither the execution of this Agreement, the disclosure or receipt of Confidential Information, nor the term of this Agreement shall in any way restrict or preclude such activities.

(c)Neither party shall use the other party’s name, logo, trademark, or likeness in any public disclosures in any manner that would imply endorsement. Vistagen may identify Consultant and describe this Agreement in non-public communications with its agents or analysts or actual or potential partners, investors, sites, or investigators who reasonably need such information. Either party may disclose this Agreement as required by law.

(d)Neither this Agreement nor any rights or obligations under this Agreement are assignable by either party without the prior written approval of the other party, except that Vistagen may assign this Agreement to an affiliate without such consent, and Vistagen may assign this Agreement without such consent in the context of a sale or transfer of all or substantially all of its assets that relate to this Agreement.

(e)This Agreement will be governed by the laws of the State of California as applied to disputes involving parties located entirely within the State and without giving effect to its choice of law provisions. Any claim or controversy arising out of or related to this Agreement will be submitted to a court of competent jurisdiction in California, and each Party hereby consents to the jurisdiction of such court. Prior to initiating any litigation, the Parties agree to attempt to resolve any such claim or controversy through good faith discussions. To the extent permissible by law, the Parties agree to participate in hearings, depositions, and other proceedings remotely or virtually to minimize costs and burdens.

(f)This Agreement constitutes the parties' final, complete, and exclusive agreement and supersedes all prior and contemporaneous understandings and agreements relating to its subject matter. This Agreement, including Exhibit A, may not be changed, modified, amended, or supplemented except by the written consent of both parties. This Agreement will control in case of any conflict with Exhibit A unless the latter explicitly states that it will supersede this Agreement.

(h)This Agreement has been negotiated by the parties and shall be interpreted reasonably per its terms and without any construction in favor of or against either party. This Agreement has been prepared in English, which will control its interpretation.

(i)Any failure to enforce any provision of this Agreement will not constitute a waiver thereof or any other provision, nor will any single or partial exercise preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under this Agreement. To be effective, any such waiver must be in writing and signed by the party against whom the waiver is sought to be enforced.

(j)If any one or more of the provisions of this Agreement is held to be invalid or unenforceable by any court of competent jurisdiction from which no appeal can be or is taken, the provision will be considered severed from this Agreement and will not serve to invalidate any of its remaining provisions. The parties shall make a good faith effort to replace any invalid or unenforceable provision with a valid and enforceable one such that the objectives contemplated by the parties when entering into this Agreement may be realized.

(k)Neither party shall be deemed to have defaulted under or to be in breach of this Agreement for failure or delay in fulfilling material obligations when such failure or delay is directly caused by an event outside of their reasonable control, including war, acts of war, insurrections, acts of terrorism, epidemics or pandemics, or acts of God (a “Force Majeure Event”). Each party shall inform the other promptly and in writing of any such Force Majeure Event, and the parties shall discuss the situation and, acting in good faith, agree on the appropriate course of action under the circumstances. Absent such good faith agreement, either party may terminate this Agreement.

(l)For the convenience of the parties, this Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute the same instrument. This Agreement may be executed in PDF form or by other electronically transmitted signatures, such as DocuSign, and these signatures will be deemed binding on each party as if they were the original signatures.

As reasonably requested by Vistagen and mutually agreed with Consultant, Consultant will provide advisory and consulting services in her areas of expertise, work experience, and responsibilities to support Vistagen during the transition period for recruiting and onboarding a successor Chief Financial Officer.

Continuation of Service. Execution of this Agreement by Vistagen and Consultant on October 15, 2025, will not, in accordance with Section 2.36 of Vistagen’s Amended and Restated 2019 Omnibus Equity Incentive Plan, as amended (the “2019 Plan”), result in interrupted or terminated Service (as such term is defined in the 2019 Plan). As a result, Consultant’s granted stock options will continue to operate in accordance with their respective terms in the applicable award agreements during the term of this Agreement.