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December 7,
2017
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VIA EDGAR
United
States Securities and Exchange Commission
Division
of Corporation Finance, Office of Healthcare &
Insurance
100 F
Street, N.E.
Washington,
D.C. 20549
Attention:
Ada D. Sarmento and Suzanne Hayes
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RE:
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VistaGen Therapeutics, Inc.
Registration Statement on Form S-1
Filed October 18, 2017
File No. 333-221009
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Ladies
and Gentlemen:
This
letter is submitted on behalf of VistaGen Therapeutics, Inc. (the
“Company”) in
response to the comment issued by the staff of the Office of
Healthcare & Insurance (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) with respect to the
Company's Registration Statement on Form S-1 (the
“Registration
Statement”), filed on October 18, 2017, as set forth
in your letter, dated October 31, 2017 (the “Comment Letter”) addressed to Mr.
Singh, acting Chief Executive Officer of the Company.
Contemporaneously herewith, the Company is filing Amendment No. 1
to the S-1 (the “Amended
Registration Statement”) in response to the
Staff’s comments raised in the Comment Letter.
For
reference purposes, the Staff’s comments have been reproduced
in bold herein, with the Company’s responses immediately
following the respective comments. The responses provided herein
are based upon information provided to Disclosure Law Group, a
Professional Corporation, by the Company.
Cover Page
1.
Please
disclose the method you will use to determine the price of the
common stock. Refer to Instruction 2 to Item 501(b)(3) of
Regulation S-K.
Response
In
response to Staff’s comment, the Company has revised the
cover page of the Amended Registration Statement to include the
disclosure required by Item 501(b)(3) of Regulation
S-K.
General
2.
Please
revise your prospectus prior to effectiveness to disclose the
number of shares to be offered. For guidance, please refer to Rule
430A and Compliance and Disclosure Interpretation, Securities Act
Rules, Question 227.02.
Response
In
response to Staff’s comment, the prospectus included in the
Amended Registration Statement discloses the estimated number of
securities to be offered.
* *
*
If you
have any questions or would like to discuss our response, please
contact the undersigned at (619) 795-7050.
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Very
truly yours,
/s/ Jessica R.
Sudweeks
Jessica
R. Sudweeks
Partner
Disclosure
Law Group, Professional Corporation
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cc:
Shawn Singh
Chief Executive
Officer
VistaGen
Therapeutics, Inc.
