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April
4, 2017
VIA EDGAR
United
States Securities and Exchange Commission
Division
of Corporation Finance
100 F
Street, N.E.
Washington,
D.C. 20549
Attention:
Suzanne Hayes, Assistant Director, Office of Healthcare and
Insurance
RE:
VistaGen
Therapeutics, Inc.
Registration
Statement on Form S-3
Filed
January 23, 2017
File
No. 333-215671
Dear
Ms. Hayes:
We
thank you for your comment letter dated February 6, 2017 (the
“Comment
Letter”) addressed to VistaGen Therapeutics, Inc. (the
“Company”). The
following is in response to the Staff’s inquiries in the
Comment Letter regarding the Company's Registration Statement on
Form S-3 (the “Registration
Statement”), filed on January 23, 2017. The
Staff’s comments are included below in bold, and are
immediately followed by the Company’s response.
Contemporaneously
with the filing of this letter, the Company is filing pre-effective
amendment No. 1 to the Registration Statement (the
“Amendment”) in
response to the Staff’s comments raised in the Comment
Letter.
Incorporation of Certain Information by Reference, page
25
1.
Please
incorporate by reference your Form 8-K filed September 27, 2016
pursuant to Item 12(a)(2) of Form S-3.
Response
We
have revised the Incorporation of Certain Information by Reference
section in the Amendment in accordance with Item 12(a)(2) of Form
S-3, including incorporating by reference the Company’s
Current Report on Form 8-K filed September 27, 2016.
Exhibit Index
2.
Please file the legal opinion as Exhibit 5.1 to your registration
statement pursuant to Item 601(b)(5) of Regulation S-K. Please note
that we may have further comments based on our review of the
opinion.
Response
The
required legal opinion was filed with the Amendment as Exhibit
5.1.
3.
Please file the forms of indenture for senior and subordinated debt
securities as Exhibits 4.4 and 4.5 pursuant to Item 601(b)(4) of
Regulation S-K.
Response
The
Company has elected not to proceed with the registration of debt
securities. Accordingly, all disclosure related to the potential
issuance of debt securities, as well as any related exhibits, have
been removed from the Amendment. As no debt securities are included
in the Amendment, the Company has not added the forms of indenture
for senior and subordinate debt securities to the exhibit index of
the Amendment.
4.
We note your indication that you may file Exhibits 25.1 and 25.2 as
exhibits to a current report on Form 8-K or pursuant to Section
305(b)(2) of the Trust Indenture Act of 1939. Please note that you
must separately file the Form T-1s under the electronic form type
“305B2” and not in a Form 8-K. Please refer to Question
220.01 of the Trust Indenture Act of 1939 Compliance and Disclosure
Interpretations, available at
http://www.sec.gov/divisions/corpfin/guidance/tiainterp.htm. Please
revise your exhibit index accordingly.
Response
Please
see the response under comment no. 3 above. As the Company has
elected not to proceed with the registration of debt securities,
Exhibits 25.1 and 25.2 have been removed from the exhibit
index.
If you
have any questions or would like to discuss our responses, please
contact the undersigned at (619) 272-7050.
Very
truly yours,
/s/ Jessica R. Sudweeks
Jessica
R. Sudweeks, Esq.
Partner
Disclosure Law
Group
cc:
Shawn K.
Singh
Chief Executive
Officer and Director
Jerrold D.
Dotson
Chief Financial
Officer
VistaGen
Therapeutics, Inc.