May 11,
2017
VIA EDGAR
United
States Securities and Exchange Commission
100 F
Street, N.E.
Washington,
D.C. 20549
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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. 333-215671)
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Ladies
and Gentlemen:
VistaGen
Therapeutics, Inc. (the “Company”) hereby requests
acceleration of the effectiveness of the Registration Statement on
Form S-3 (File No. 333-215671) (the “Registration Statement”) to 4:00
PM, Washington D.C. time, on May 12, 2017, or as soon as is
practicable thereafter. The undersigned confirms that it is aware
of its responsibilities under the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, as
they relate to the proposed offering of the securities registered
pursuant to the aforementioned Registration Statement.
The
Company acknowledges that the adequacy and accuracy of the
disclosure in the Registration Statement is the responsibility of
the Company. The Company further acknowledges that:
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should
the Commission or the staff, acting pursuant to delegated
authority, declare the Registration Statement effective, it does
not foreclose the Commission from taking any action with respect to
the Registration Statement;
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the
action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the Registration Statement effective, does
not relieve the Company from its full responsibility for the
adequacy and accuracy of the disclosure in the Registration
Statement; and
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the
Company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
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Upon
grant of our request to accelerate effectiveness, we would
appreciate your communicating with the Company’s counsel,
Jessica R. Sudweeks, via telephone 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
VistaGen
Therapeutics, Inc.
cc:
Jessica R.
Sudweeks
Partner
Disclosure Law
Group, a Professional Corporation