March 23, 2021
VIA EDGAR
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Mr. Jeff Gabor
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RE:
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VistaGen Therapeutics, Inc.
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Registration Statement on Form S-3
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(File No. 333-254299)
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Dear Mr. Gabor,
Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended, the
undersigned, VistaGen Therapeutics, Inc., a Nevada corporation (the
“Registrant”), hereby requests acceleration of the
effective date of the Registration Statement referred to above so
that it may become effective at 10:00 a.m. Eastern Standard Time on
Friday, March 26, 2021, or as soon as practicable
thereafter.
Upon
grant of our request to accelerate effectiveness, we would
appreciate your communicating with our counsel, Disclosure Law
Group, a Professional Corporation, by calling Ms. Jessica R.
Sudweeks at (619) 272-7063, to confirm the exact time at which the
Registration Statement was declared effective.
Very truly yours,
VISTAGEN THERAPEUTICS, INC.
/s/ Shawn K. Singh
Shawn K. Singh
Chief Executive Officer
cc: Jessica
Sudweeks
Partner
Disclosure
Law Group, a Professional Corporation