United States securities and exchange commission logo March 9, 2023 Shawn 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 March 2, 2023 File No. 333-270232 Dear Shawn 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 Tyler Howes at 202-551-3370 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Jack Kennedy, Esq.