October 3, 2019
Shawn K. Singh
Chief Executive Officer
VistaGen Therapeutics, Inc.
343 Allerton Avenue
South San Francisco, CA 94080
Re: VistaGen Therapeutics, Inc.
Registration Statement on Form S-3
Filed September 30, 2019
File No. 333-234025
Dear Mr. Singh:
This is to advise you that we have not reviewed and will not review your
registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
Please contact Christine Westbrook at 202-551-5019 with any questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Jessica Sudweeks, Esq.