Asfiled with the Securities and Exchange Commission on May 1,2020

RegistrationNo. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

VISTAGEN THERAPEUTICS, INC.

(Exactname of registrant as specified in its charter)

Nevada

2834

20-5093315

(Stateor Other Jurisdiction of

Incorporationor Organization)

(PrimaryStandard Industrial

ClassificationCode Number)

(I.R.S.Employer

IdentificationNumber)

343 Allerton Ave.

South San Francisco, California 94090

(650) 577-3600

(Address,including zip code, and telephone number,

includingarea code, of registrants principal executiveoffices)

Shawn K. Singh

Chief Executive Officer

VistaGen Therapeutics, Inc.

343 Allerton Avenue

South San Francisco, California 94080

(650) 577-3600

(Name,address, including zip code, and telephone number,

includingarea code, of agent for service)

Copies to

Daniel W. Rumsey, Esq.

Jessica R. Sudweeks, Esq.

Disclosure Law Group, a Professional Corporation

655 West Broadway, Suite 870

San Diego, CA 92101

Telephone: (619) 272-7050

Facsimile: (619) 330-2101

Approximate date of commencement of proposed sale to thepublic: As soon as practicable after this registrationstatement becomes effective.

If the only securities being registered on this form are beingoffered pursuant to dividend or interest reinvestment plans, pleasecheck the following box.

If any of the securities being registered on this form are to beoffered on a delayed or continuous basis pursuant to Rule 415 underthe Securities Act of 1933, other than securities offered only inconnection with dividend or interest reinvestment plans, check thefollowing box.

If this form is filed to register additional securities for anoffering pursuant to Rule 462(b) under the Securities Act of 1933,please check the following box and list the Securities Actregistration statement number of the earlier effective registrationstatement for the same offering.

If this form is a post-effective amendment filed pursuant to Rule462(c) under the Securities Act, check the following box and listthe Securities Act registration statement number of the earliereffective registration statement for the sameoffering.

If this form is a registration statement pursuant to GeneralInstruction I.D. or a post-effective amendment thereto that shallbecome effective upon filing with the Commission pursuant to Rule462(e) under the Securities Act, check the followingbox.

If this form is a post-effective amendment to a registrationstatement filed pursuant to General Instruction I.D. filed toregister additional securities or additional classes of securitiespursuant to Rule 413(b) under the Securities Act, check thefollowing box.

Indicateby check mark whether the registrant is a large accelerated filer,an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions oflarge accelerated filer, acceleratedfiler, smaller reporting company, andemerging growth company in Rule 12b-2 of the ExchangeAct.

Largeacceleratedfiler

[]

Acceleratedfiler

[]

Non-acceleratedfiler

[ ]

Smallerreportingcompany

[X]

Emerginggrowth company

[ ]

If anemerging growth company, indicate by check mark if the registranthas elected not to use the extended transition period for complyingwith any new or revised financial accounting standards providedpursuant to Section 13(a) of the Exchange Act.

CALCULATION OF REGISTRATION FEE

Titleof each class of securities to be registered

Amountto

be

registered(1)(2)

Proposed

maximum

offeringprice per

share(3)

Proposed

Original post:
VistaGen Therapeutics, Inc. S-3 May. 1, 2020 4:59 PM - Seeking Alpha

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