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    SEC Form SCHEDULE 13G filed by Vistagen Therapeutics Inc.

    9/8/25 1:07:37 PM ET
    $VTGN
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $VTGN alert in real time by email



    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549


    SCHEDULE 13G


    UNDER THE SECURITIES EXCHANGE ACT OF 1934
    VISTAGEN THERAPEUTICS, INC.

    (Name of Issuer)


    Common Stock

    (Title of Class of Securities)


    92840H400

    (CUSIP Number)


    08/29/2025

    (Date of Event Which Requires Filing of this Statement)


    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
    Checkbox checked   Rule 13d-1(b)
    Checkbox not checked   Rule 13d-1(c)
    Checkbox not checked   Rule 13d-1(d)






    SCHEDULE 13G

    CUSIP No.
    92840H400


    1Names of Reporting Persons

    JANUS HENDERSON GROUP PLC
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    JERSEY
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    0.00
    6Shared Voting Power

    4,165,767.00
    7Sole Dispositive Power

    0.00
    8Shared Dispositive Power

    4,165,767.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    4,165,767.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    13.6 %
    12Type of Reporting Person (See Instructions)

    IA, HC


    SCHEDULE 13G

    CUSIP No.
    92840H400


    1Names of Reporting Persons

    Janus Henderson Biotech Innovation Master Fund Ltd
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    MASSACHUSETTS
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    0.00
    6Shared Voting Power

    3,575,276.00
    7Sole Dispositive Power

    0.00
    8Shared Dispositive Power

    3,575,276.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    3,575,276.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    11.7 %
    12Type of Reporting Person (See Instructions)

    IV


    SCHEDULE 13G

    Item 1. 
    (a)Name of issuer:

    VISTAGEN THERAPEUTICS, INC.
    (b)Address of issuer's principal executive offices:

    343 ALLERTON AVENUE SOUTH SAN FRANCISCO, CA 94080
    Item 2. 
    (a)Name of person filing:

    Janus Henderson Group plc
    (b)Address or principal business office or, if none, residence:

    201 Bishopsgate EC2M 3AE, United Kingdom
    (c)Citizenship:

    Y9
    (d)Title of class of securities:

    Common Stock
    (e)CUSIP No.:

    92840H400
    Item 3.If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
    (a)Checkbox not checked   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
    (b)Checkbox not checked   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
    (c)Checkbox not checked   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
    (d)Checkbox not checked   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
    (e)Checkbox not checked   An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
    (f)Checkbox not checked   An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
    (g)Checkbox not checked   A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
    (h)Checkbox not checked   A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
    (i)Checkbox not checked   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
    (j)Checkbox not checked   A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
           please specify the type of institution:
    (k)Checkbox not checked   Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
     
    Item 4.Ownership
    (a)Amount beneficially owned:

    JHIUS may be deemed to be the beneficial owner of 4,165,767 shares
    (b)Percent of class:

    13.6  %
    (c)Number of shares as to which the person has:
     (i) Sole power to vote or to direct the vote:

    0

     (ii) Shared power to vote or to direct the vote:

    4165767

     (iii) Sole power to dispose or to direct the disposition of:

    0

     (iv) Shared power to dispose or to direct the disposition of:

    4165767

    Item 5.Ownership of 5 Percent or Less of a Class.
     
    Item 6.Ownership of more than 5 Percent on Behalf of Another Person.
     
    If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.


    N/A
    Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
     
    If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.


    JHIUS, JHIUKL and JHIAIFML are indirect subsidiaries of Janus Henderson and are registered investment advisers furnishing investment advice to Managed Portfolios.
    Item 8.Identification and Classification of Members of the Group.
     
    If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.


    N/A
    Item 9.Notice of Dissolution of Group.
     
    Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.


    N/A

    Item 10.Certifications:
     
    By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

        SIGNATURE 
     
    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     
    JANUS HENDERSON GROUP PLC
     
    Signature:Kristin Mariani
    Name/Title:Head of North America Compliance, CCO
    Date:09/08/2025
     
    Janus Henderson Biotech Innovation Master Fund Ltd
     
    Signature:Kristin Mariani
    Name/Title:Head of North America Compliance, CCO
    Date:09/08/2025
    Exhibit Information

    POWER OF ATTORNEY The undersigned, Janus Henderson Group plc ("the Company"), does hereby make, constitute and appoint each of Kristin Mariani and Caroline Barotti acting severally, as its true and lawful attorneys in-fact, for the purpose of, from time to time, executing in its name and on its behalf, whether the Company individually or as representative of others, any and all documents, certificates, instruments, statements, other filings and amendments to the foregoing (collectively, "documents") determined by such person to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including, without limitation, Forms 13D, 13F, 13G and 13H and any amendments to any of the foregoing as may be required to be filed with the Securities and Exchange Commission, and delivering, furnishing or filing any such documents with the appropriate governmental, regulatory authority or other person, and giving and granting to each such attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Any such determination by an attorney-in-fact named herein shall be conclusively evidenced by such person's execution, delivery, furnishing or filing of the applicable document. This power of attorney shall be valid from the date hereof and shall remain in full force and effect until either revoked in writing by the Company, or, in respect of any attorney-in-fact named herein, until such person ceases to be an employee of the Company or one of its affiliates. IN WITNESS WHEREOF, the undersigned has caused this power of attorney to be executed as of this 9th day of December, 2022. Janus Henderson Group plc By: /s/ Michelle Rosenberg Name: Michelle Rosenberg Title: General Counsel and Company Secretary

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