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Document and Entity Information - shares	9 Months Ended
Dec. 31, 2011	Feb. 13, 2012
Document and Entity Information
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Dec. 31, 2011
Trading Symbol	vsta
Entity Registrant Name	VistaGen Therapeutics, Inc.
Entity Central Index Key	0001411685
Current Fiscal Year End Date	--03-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		16,506,511
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well Known Seasoned Issuer	No
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q3

Statement of Financial Position - USD ($)	Dec. 31, 2011	Mar. 31, 2011
Current assets:
Cash and cash equivalents	$ 166,421	$ 139,343
Unbilled contract payments receivable	7,779	42,216
Prepaid expenses	107,726	23,251
Total current assets	281,926	204,810
Property and equipment, net	86,647	87,728
Security deposits and other assets	31,144	31,144
Total assets	399,717	323,682
Current liabilities:
Accounts payable	1,041,439	1,767,085
Accrued expenses	452,832	1,421,906
Notes payable and accrued interest	564,767	160,921
Notes payable and accrued interest to related parties	107,945	50,361
Put option and note term extension option liabilities	0	90,749
Capital lease obligations	18,149	30,141
Non-interest bearing promissory notes, net, including $525,000 to related parties	0	1,105,730
Deferred revenues	33,035	78,777
Convertible promissory notes, including $947,368 to related parties at March 31, 2011 - current portion	0	4,809,183
Accrued interest on convertible promissory notes	0	1,310,833
Total current liabilities.	2,218,167	10,825,686
Non-current liabilities:
Notes payable and accrued interest.	2,715,956	2,106,232
Notes payable and accrued interest to related parties.	159,630	210,788
Convertible promissory notes, net of current portion	0	3,325,989
Accrued interest on convertible promissory notes.	0	585,437
Accrued officers' compensation	56,986	56,986
Capital lease obligations.	11,286	4,517
Accounts payable.	0	1,140,646
Warrant liability	0	417,054
Total non-current liabilities	2,943,858	7,847,649
Total liabilities	5,162,025	18,673,335
Commitments and contingencies	0	0
Preferred stock, no par value; no shares authorized at December 31, 2011; 20,000,000 shares authorized at March 31, 2011; no shares issued and outstanding at December 31, 2011; 2,884,655 shares issued and outstanding at March 31, 2011	0	14,534,811
Stockholders' deficit:
Preferred stock, $0.001 par value; 10,000,000 shares authorized at December 31, 2011; no shares authorized at March 31, 2011; 437,055 Series A shares issued and outstanding at December 31, 2011; no shares issued and outstanding at March 31, 2011	437	0
Common stock, $0.001 par value; 200,000,000 and 75,000,000 shares authorized at December 31, 2011 and March 31, 2011, respectively; 18,512,506 and 5,241,110 shares issued at December 31, 2011 and March 31, 2011, respectively	16,429	5,241
Additional paid-in capital	50,691,191	9,867,355
Treasury stock, at cost, 2,083,858 shares of common stock held at December 31, 2011; no shares held at March 31, 2011	(3,231,670)	0
Notes and other receivables from sale of common stock to and upon exercise of warrants by others at December 31, 2011 and upon exercise of options and warrants by related parties at March, 31, 2011	(498,129)	(184,083)
Deficit accumulated during development stage	(51,740,566)	(42,572,977)
Total stockholders' deficit	(4,762,308)	(32,884,464)
Total liabilities, preferred stock and stockholders' deficit	$ 399,717	$ 323,682

Statement of Financial Position (Parenthetical) - USD ($)	Dec. 31, 2011	Mar. 31, 2011
Convertible promissory notes	$ 0	$ 947,368
Preferred Stock, No Par Value
Preferred Stock, Shares Authorized		20,000,000
Preferred Stock, Shares Issued		2,884,655
Preferred Stock, Shares Outstanding		2,884,655
Preferred Stock Series A, per value	$ 0.001	$ 0.001
Preferred Stock Series A, Authorized	10,000,000	0
PreferredStockSeriesASharesIssued	437,055	0
PreferredStockSeriesASharesOutstanding	$ 437,055	$ 0
Common Stock, Par Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	200,000,000	75,000,000
Common Stock, Shares, Issued	18,512,506	5,241,110
Common Stock, Shares, Outstanding	16,428,648	5,241,110
Treasury Stock, Shares	2,083,858	0
Notes receivable from sale of common stock	$ 498,129	$ 184,083

Statement of Operations - USD ($)	3 Months Ended		9 Months Ended		163 Months Ended
Statement of Operations - USD ($)	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2011
Revenues:
Grant revenue	$ 2,365	$ 584,772	$ 873,269	$ 1,718,269	$ 12,293,822
Collaboration revenue	0	0	0	0	2,283,618
Other	0	0	0	0	1,123,494
Total revenues	2,365	584,772	873,269	1,718,269	15,700,934
Operating expenses:
Research and development	1,305,585	446,811	3,560,999	1,813,509	24,297,267
Acquired in-process research and development	0	0	0	0	7,523,179
General and administrative	1,547,942	2,665,110	3,569,130	3,754,936	25,690,609
Total operating expenses	2,853,527	3,111,921	7,130,129	5,568,445	57,511,055
Loss from operations	(2,851,162)	(2,527,149)	(6,256,860)	(3,850,176)	(41,810,121)
Other expenses, net:
Interest expense, net	(455,525)	(1,009,469)	(1,637,644)	(2,251,058)	(9,185,937)
Change in put and note extension option and warrant liabilities	0	144,070	(77,984)	156,956	418,478
Loss on early extinguishment of debt	(1,193,500)	0	(1,193,500)	0	(1,193,500)
Other income	0	0	0	0	47,323
Loss before income taxes	(4,500,187)	(3,392,548)	(9,165,988)	(5,944,278)	(51,723,757)
Income taxes	0	0	(1,600)	(1,600)	(16,809)
Net loss	$ (4,500,187)	$ (3,392,548)	$ (9,167,588)	$ (5,945,878)	$ (51,740,566)
Basic and diluted net loss per common share	$ (0.28)	$ (0.65)	$ (0.65)	$ (1.13)
Weighted average shares used in computing basic and diluted net loss per common share	16,035,861	5,240,110	14,139,007	5,240,110

Statement of Cash Flows - USD ($)	9 Months Ended		163 Months Ended
Statement of Cash Flows - USD ($)	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2011
Cash flows from operating activities:
Net loss	$ (9,167,588)	$ (5,945,878)	$ (51,740,566)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	33,478	31,986	731,566
Acquired in-process research and development	0	0	7,523,179
Amortization of imputed discount on non-interest bearing notes	0	0	45,000
Amortization of discounts on 7%, 7.5% and 10% notes	57,241	57,529	259,239
Amortization of discounts on Platinum notes	908,947	829,816	3,548,636
Amortization of discounts on August 2010 short-term notes	14,270	516,013	572,013
Loss on early extinguishment of debt	1,193,500	0	1,193,500
Change in put and note term extension option and warrant liabilities	77,894	(156,956)	(418,568)
Stock-based compensation	1,447,434	1,221,916	4,210,463
Expense related to modification of warrants	741,663	0	741,663
Fair value of Series C preferred stock, common stock, and warrants granted for services	131,250	0	1,056,642
Consulting services by related parties settled by issuing promissory notes	0	0	44,573
Gain on sale of assets	0	0	(16,748)
Changes in operating assets and liabilities:
Unbilled contract payments receivable	34,437	(8,227)	(7,779)
Prepaid expenses and other current assets	458,117	627,475	455,469
Security deposits and other assets	0	4,500	(31,144)
Accounts payable and accrued expenses	1,267,782	2,108,109	15,009,824
Deferred revenues.	(45,742)	(37,168)	33,035
Net cash used in operating activities	(2,847,317)	(750,885)	(16,790,003)
Cash flows from investing activities:
Purchases of equipment, net	(13,364)	(57,754)	(661,750)
Net cash used in investing activities	(13,364)	(57,754)	(661,750)
Cash flows from financing activities:
Net proceeds from issuance of common stock and warrants, including units	2,528,442	0	2,649,246
Net proceeds from issuance of preferred stock and warrants	0	0	4,198,571
Proceeds from exercise of warrants under discounted warrant exercise program	1,037,102	0	1,037,102
Proceeds from issuance of notes under line of credit	0	0	200,000
Proceeds from issuance of 7% note payable to founding stockholder	0	0	90,000
Net proceeds from issuance of 7% convertible notes	0	0	575,000
Net proceeds from issuance of 10% convertible notes and warrants	0	0	1,655,000
Net proceeds from issuance of Platinum notes and warrants	0	0	3,700,000
Net proceeds from issuance of 2008/2010 notes and warrants	0	270,000	2,971,815
Net proceeds from issuance of 2006/2007 notes and warrants	0	0	1,025,000
Proceeds from issuance of 7% notes payable	0	0	55,000
Net proceeds from issuance of August 2010 short-term notes and warrants	0	800,000	800,000
Repayment of capital lease obligations	(24,256)	(19,952)	(110,282)
Repayment of notes	(653,529)	(163,000)	(1,228,278)
Net cash provided by financing activities	2,887,759	887,048	17,618,174
Net increase in cash and cash equivalents	27,078	78,409	166,421
Cash and cash equivalents at beginning of period	139,343	200,981	0
Cash and cash equivalents at end of period	$ 166,421	$ 279,390	$ 166,421

Summary of Significant Accounting Policies

9 Months Ended

Dec. 31, 2011

Summary of Significant Accounting Policies [Text Block]

3. Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include those relating to revenue recognition, share-based compensation, and assumptions that have been used to value warrant modifications and previous put option, note term extension and warrant liabilities.

Revenue Recognition

The Company generates revenue principally from collaborative research and development arrangements, technology access fees, and government grants. Revenue arrangements with multiple components are divided into separate units of accounting if certain criteria are met, including whether the delivered component has stand-alone value to the customer. Consideration received is allocated among the separate units of accounting based on their respective selling prices. The selling price for each unit is based on vendor-specific objective evidence, or VSOE, if available, third party evidence if VSOE is not available, or estimated selling price if neither VSOE nor third party evidence is available. The applicable revenue recognition criteria are then applied to each of the units.

The Company recognizes revenue when the four basic criteria of revenue recognition are met: (1) a contractual agreement exists; (2) the transfer of technology has been completed or services have been rendered; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured. For each source of revenue, the Company complies with the above revenue recognition criteria in the following manner:

•

Collaborative arrangements typically consist of non-refundable and/or exclusive technology access fees, cost reimbursements for specific research and development spending, and various milestone and future product royalty payments. If the delivered technology does not have stand-alone value, the amount of revenue allocable to the delivered technology is deferred. Non-refundable upfront fees with stand-alone value that are not dependent on future performance under these agreements are recognized as revenue when received, and are deferred if the Company has continuing performance obligations and has no objective and reliable evidence of the fair value of those obligations. The Company recognizes non-refundable upfront technology access fees under agreements in which it has a continuing performance obligation ratably, on a straight-line basis, over the period in which the Company is obligated to provide services. Cost reimbursements for research and development spending are recognized when the related costs are incurred and when collectability is reasonably assured. Payments received related to substantive, performance-based “at-risk” milestones are recognized as revenue upon achievement of the milestone event specified in the underlying contracts, which represent the culmination of the earnings process. Amounts received in advance are recorded as deferred revenue until the technology is transferred, costs are incurred, or a milestone is reached.

•

Technology license agreements typically consist of non-refundable upfront license fees, annual minimum access fees and/or royalty payments. Non-refundable upfront license fees and annual minimum payments received with separable stand-alone values are recognized when the technology is transferred or accessed, provided that the technology transferred or accessed is not dependent on the outcome of the continuing research and development efforts. Otherwise, revenue is recognized over the period of the Company’s continuing involvement.

•

Government grants, which support the Company’s research efforts on specific projects, generally provide for reimbursement of approved costs as defined in the terms of grant awards. Grant revenue is recognized when associated project costs are incurred.

Research and Development Expenses

Research and development expenses include internal and external costs. Internal costs include salaries and employment related expenses of scientific personnel and direct project costs. External research and development expenses consist of sponsored stem cell research and development costs, costs associated with clinical and non-clinical development of AV-101, the Company’s lead drug development candidate, and costs related to application and prosecution of patents related to the Company’s stem cell technology, Human Clinical Trials in a Test Tube ™, and AV-101. All such costs are charged to expense as incurred.

Stock-Based Compensation

The Company recognizes compensation cost for all share-based awards to employees based on the grant date fair value of the award. Share-based compensation expense is recognized over the period during which the employee is required to perform services in exchange for the award, which generally represents the scheduled vesting period. The Company has no awards with market or performance conditions. For equity awards to non-employees, the Company re-measures the fair value of the awards as they vest and the resulting value is recognized as an expense during the period over which the services are performed.

The Company recorded share-based compensation costs of $468,077 and $1,447,434 for the three and nine month periods ended December 31, 2011, respectively, and $406,921 and $1,221,916 for the three and nine month periods ended December 31, 2010, respectively. During the nine months ended December 31, 2011, the Company has granted options to purchase an aggregate of 1,020,000 shares of its common stock at exercise prices ranging from $1.75 per share to $2.99 per share to certain of its employees and scientific and business consultants, including members of the Company's Board of Directors and Scientific Advisory Board, and one of the Company’s officers has exercised options to purchase 113,636 shares of its common stock at an exercise price of $0.88 per share. The Company granted no options and there were no option exercises during the nine month period ended December 31, 2010. At December 31, 2011, there were options outstanding to purchase 4,806,114 shares of the Company’s common stock at a weighted average exercise price of $1.53 per share.

Comprehensive Loss

There are no components of other comprehensive loss other than net loss, and accordingly the Company’s comprehensive loss is equivalent to net loss for the periods presented.

Loss per Common Share

Basic loss per share of common stock excludes the effect of dilution and is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period. Diluted loss per share of common stock reflects the potential dilution that could occur if securities or other contracts to issue shares of common stock were exercised or converted into shares of common stock. For all periods presented, potentially dilutive securities are excluded from the computation in loss periods, as their effect would be antidilutive.

Potentially dilutive securities excluded from diluted net loss per common share are as follows:

	December 31,
	2011		2010
All series of preferred stock issued and outstanding		4,370,550		2,884,655
Outstanding options under the 2008 and 1999 Stock Incentive Plan and 1998 Scientific Advisory Board Plan		4,806,114		3,949,153
Outstanding warrants to purchase common stock		3,451,728		2,265,600
Total		12,628,392		9,099,408

Recent Accounting Pronouncements

In April 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2010-17 (“ASU 2010-17”), Revenue Recognition – Milestone Method, which provides new guidance on the use of the milestone method of recognizing revenue for research and development arrangements under which consideration to be received by the vendor is contingent upon the achievement of certain milestones. ASU 2010-17 provides guidance on the criteria that should be met for determining whether the milestone method of revenue recognition is appropriate. A vendor can recognize consideration in its entirety as revenue in the period in which the milestone is achieved only if the milestone meets all criteria to be considered substantive. Additional disclosures describing the consideration arrangement and the entity’s accounting policy for recognition of such milestone payments are also required. The new guidance is effective for fiscal years, and interim periods within such fiscal years, beginning on or after June 15, 2010, with early adoption permitted. The guidance may be applied prospectively to milestones achieved during the period of adoption or retrospectively for all prior periods. The adoption of this guidance did not have, and is not expected to have, a material impact on the Company’s consolidated financial position, results of operations, and cash flows.

Fair Value Measurements

9 Months Ended

Dec. 31, 2011

Fair Value Measurements [Text Block]

4. Fair Value Measurements

The Company follows the principles of fair value accounting as they relate to its financial assets and financial liabilities. Fair value is defined as the estimated exit price received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, rather than an entry price which represents the purchase price of an asset or liability. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on several factors, including the instrument’s complexity. The required fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels is described as follows:

•

Level 1 — Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

•

Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•

Level 3 — Unobservable inputs ( i.e., inputs that reflect the reporting entity’s own assumptions about the assumptions that market participants would use in estimating the fair value of an asset or liability) are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Where quoted prices are available in an active market, securities are classified as Level 1 of the valuation hierarchy. If quoted market prices are not available for the specific financial instrument, then the Company estimates fair value by using pricing models, quoted prices of financial instruments with similar characteristics or discounted cash flows. In certain cases where there is limited activity or less transparency around inputs to valuation, financial assets or liabilities are classified as Level 3 within the valuation hierarchy.

The Company does not use derivative instruments for hedging of market risks or for trading or speculative purposes. In conjunction with the issuance of the Platinum Notes (see Note 5, Convertible Promissory Notes and Other Notes Payable ), the Company determined that i) the cash payment option or put option, which provided the lender with the right to require the Company to repay part of the debt at a 25% premium, and ii) the note term extension option, which provided the lender with the right to extend the maturity date one year, were embedded derivatives that should be bifurcated and accounted for separately as liabilities. Also, in conjunction with the Platinum Notes, the Company issued warrants to purchase 560,000 shares of its common stock. These warrants included certain exercise price adjustment features and, as a result, the Company determined that the warrants were liabilities, which were recorded at their estimated fair value. The Company determined the fair value of the i) put option and note term extension option using an internal valuation model with Level 3 inputs and ii) the warrant liability using a lattice model with Level 3 inputs. Inputs used to determine fair value include estimated value of the underlying common stock at the valuation measurement date, the remaining contractual term of the notes, risk-free interest rates, expected volatility of the price of the underlying common stock, and the probability of a qualified financing. Changes in the fair value of these liabilities have been recognized as a non-cash charge or income in other income (expense) in the consolidated statements of operations.

The fair value hierarchy for liabilities measured at fair value on a recurring basis is as follows:

			Fair Value Measurements at Reporting Date
	Total Carrying Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
December 31, 2011:
Put option and note term extension option liabilities	$	-	$	-	$	-	$	-
Warrant liability	$	-	$	-	$	-	$	-
March 31, 2011:
Put option and note term extension option liabilities	$	90,749	$	-	$	-	$	90,749
Warrant liability	$	417,054	$	-	$	-	$	417,054

During the three and nine month periods ended December 31, 2011 and 2010, there were no significant changes to the valuation models used for purposes of determining the fair value of the Level 3 put option and note term extension option liabilities and warrant liability.

The changes in Level 3 liabilities measured at fair value on a recurring basis are as follows:

	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	Put Option and Note Term Extension Option Liabilities			Warrant Liability			Total
Balance at March 31, 2011	$	90,749		$	417,054		$	507,803
Marked to market loss included in net loss		70,970			7,014			77,984
Reclassification of liability to note discount upon modification of Platinum Notes		(161,719	)		-			(161,719	)
Reclassification of remaining warrant liability to equity		-			(424,068	)		(424,068	)
Balance at December 31, 2011	$	-		$	-		$	-

As discussed further in Note 5, the Platinum Notes were amended and restated on May 5, 2011, eliminating the cash payment option. Further, concurrent with the Merger transaction described in Note 1 above, the warrants are no longer considered liabilities, since the exercise price adjustment feature ended upon the Company becoming a public company as a result of the Merger. The increase in fair value of the warrant liability of $7,014 was recognized in other expense, net in the statements of operations. The aggregated fair value of these warrants at May 11, 2011 was reclassified from a liability to additional paid-in capital, a component of stockholders’ deficit.

No assets or other liabilities were carried at fair value at December 31, 2011 or March 31, 2011.

- Definition

Tabular disclosure of the fair value measurement of assets and liabilities which includes [financial] instruments measured at fair value that are classified in stockholders' equity. Such assets and liabilities may be measured on a recurring or nonrecurring basis. The disclosures which may be required or desired include: (1) for assets and liabilities measured on a recurring basis, disclosure may include: (a) the fair value measurements at the reporting date; (b) the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets or liabilities (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3); (c) for fair value measurements using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets), and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (ii) purchases, sales, issuances, and settlements (net); (iii) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs); (d) the amount of the total gains or losses for the period in subparagraph (c) (i) above included in earnings (or changes in net assets) that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date and a description of where those unrealized gains or losses are reported in the statement of income (or activities); (e) the valuation technique(s) used to measure fair value and a discussion of changes in valuation techniques, if any, during the period and (2) for assets and liabilities that are measured at fair value on a nonrecurring basis (for example, impaired assets) disclosure may include, in addition to (a) above: (a) the reasons for the fair value measurements recorded; (b) the same as (b) above; (c) for fair value measurements using significant unobservable inputs (Level 3), a description of the inputs and the information used to develop the inputs; and (d) the valuation technique(s) used to measure fair value and a discussion of changes, if any, in the valuation technique(s) used to measure similar assets and/or liabilities in prior periods. Where the quoted price in an active market for the identical liability is not available, the Level 1 input is the quoted price of an identical liability when traded as an asset.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 10
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 157
-Paragraph 32
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 157
-Paragraph 33
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 157
-Paragraph 6
-Footnote 4
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 820
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6925170&loc=d3e19207-110258

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 820
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6925170&loc=d3e19190-110258

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 820
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6925170&loc=d3e19279-110258

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 820
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6925170&loc=d3e19296-110258

+ Details

Convertible Promissory Notes And Other Notes Payable

9 Months Ended

Dec. 31, 2011

Convertible Promissory Notes And Other Notes Payable [Text Block]

5. Convertible Promissory Notes and Other Notes Payable

The following table summarizes the activity for the Company’s unsecured convertible promissory notes and other notes payable for the nine months ended December 31, 2011:

	Balance														Conversion to Exchange			Balance			Accrued Interest
	3/31/2011			Additions			Payments			Amortization		Reclassifications			for Equity			12/31/2011			12/31/2011

Convertible Promissory Notes:
2006/2007 Notes	$	1,837,368		$	-		$	-		$	-	$	-		$	(1,837,368	)	$	-		$	-
Platinum Notes		4,000,000			-			-			-		-			(4,000,000	)		-			-
Note discounts		(674,011	)		(908,920	)		-			908,947		-			673,984			-			-
Platinum Notes, net		3,325,989			(908,920	)		-			908,947		-			(3,326,016	)		-			-
2008/2010 Notes		2,971,815			-			-			-		-			(2,971,815	)		-			-
Total convertible
promissory notes, net	$	8,135,172		$	(908,920	)	$	-		$	908,947	$	-		$	(8,135,199	)	$	-		$	-
Non-interest bearing promissory notes
August 2010 Short-Term Notes	$	1,120,000		$	-		$	-		$	-	$	(280,000	)	$	(840,000	)	$	-		$	-
Note discount		(14,270	)		-			-			14,270		-			-			-			-
Non-interest bearing notes, net	$	1,105,730		$	-		$	-		$	14,270	$	(280,000	)	$	(840,000	)	$	-		$	-
Other Notes Payable
Related parties:
7% Notes payable to Officer and
Directors for legal and consulting
services (1)	$	34,423		$	5,138		$	(26,419	)	$	-	$	-		$	(13,142	)	$	-		$	-
7 % Note payable to Cato Holding Co.		-			90,787			(72,500	)		-		115,370			-			133,657			1,743
Note discount		-			(35,903	)		-			8,448		-			-			(27,455	)		-
Total current notes
payable to related parties	$	34,423		$	60,022		$	(98,919	)	$	8,448	$	115,370		$	(13,142	)	$	106,202		$	1,743
Notes payable to Cato
BioVentures under line of credit, non-current	$	170,000		$	-		$	-		$	-	$	(170,000	)	$	-		$	-		$	-
7 % Note payable to Cato Holding Co.
non-current	$	-		$	-		$	-		$	-	$	159,630		$	-			159,630		$	-
Accrued officer’s compensation
Non-interest bearing notes payable to
Officer for deferred salary	$	56,986		$	-		$	-		$	-	$	-		$	-		$	56,986		$	-
Unrelated parties, current portion:
7.0% Notes payable	$	-		$	5,621		$	(96,125	)	$	-	$	175,000		$	-		$	84,496		$	357
7.5% Notes payable to vendors for accounts
payable converted to
notes payable:
Burr, Pilger, Mayer		5,590			-			-			-		(467	)		-			5,123			-
Desjardins		-			-			-			-		59,256			-			59,256			-
McCarthy Tetrault		-			-			-			-		156,609			-			156,609			-
Morrison Foerster		-			-			-			-		82,136			-			82,136			-
5.5% and 10% Notes payable to
insurance premium financing company		5,401			82,711			(71,485	)		-		-			-			16,627			-
10% Notes payable to vendors for
accounts payable converted to notes
payable		140,463			9,442			(54,000	)		-		49,656			-			145,561			14,602
Total current notes payable to unrelated
parties	$	151,454		$	97,774		$	(221,610	)	$	-	$	522,190		$	-		$	549,808		$	14,959

Unrelated parties, long term portion:
7.5% Notes payable to vendors for
accounts payable converted to notes
payable:
Burr, Pilger, Mayer	$	92,652		$	5,534		$	(10,000	)	$	-	$	467		$	-	$	88,653		$	-
Desjardins		-			259,325			(28,000	)		-		(59,256	)		-		172,069			1,475
McCarthy Tetrault		-			548,346			(70,000	)		-		(156,609	)		-		321,737			3,048
Morrison Foerster		2,133,421			511,691			(225,000	)		-		(82,136	)		-		2,337,976			7,709
Note discount		(236,617	)		(58,692	)		-			48,793		-			-		(246,516	)		-
7.5% Notes, net		1,989,456			1,266,204			(333,000	)		48,793		(297,534	)		-		2,673,919			12,232
10% Notes payable to vendors for
accounts payable converted to notes
payable		79,461			-			-			-		(49,656	)		-		29,805			-
Total long term notes
payable to unrelated parties	$	2,068,917		$	1,266,204		$	(333,000	)	$	48,793	$	(347,190	)	$	-	$	2,703,724		$	12,232

(1) Includes two notes with principal balances of $26,419 and $8,004 and corresponding accrued interest of $9,580 and $6,358, respectively, at March 31, 2011.

Conversion of Convertible Promissory Notes

On May 11, 2011, and concurrent with the Merger:

All convertible promissory notes issued by the Company during 2006 and 2007 (except for the Platinum Note) (“2006/2007 Notes”) in the amount of $2,559,584, including principal and accrued interest, were converted into 1,462,559 Units (as described in Note 1, under 2011 Private Placement ) consisting of 1,462,559 shares of common stock of the Company and three-year warrants to purchase 365,640 shares of common stock at an exercise price of $2.50 per share. The warrants expire on May 11, 2014. The associated contingently exercisable warrants, originally issued with the 2006/2007 Notes, became exercisable for 1,049,897 shares of common stock at an exercise price of $1.75 per share.

All convertible promissory notes issued by the Company during the period from 2008 through 2010 (except for the Platinum Note) (“2008/2010 Notes”) in the amount of $3,615,209, including principal and accrued interest, were converted into 2,065,731 Units consisting of 2,065,731 shares of common stock of the Company and three-year warrants to purchase 516,415 shares of common stock at an exercise price of $2.50 per share. The warrants expire on May 11, 2014. The associated contingently exercisable warrants, originally issued with the 2008/2010 Notes, became exercisable for 848,998 shares of common stock at an exercise price of $2.62 per share.

Platinum Note

May 2011 Amendment

During 2007 and 2008, the Company issued three convertible promissory notes with an aggregate principal balance of $4.0 million (the “Original Platinum Notes”) to Platinum Long Term Growth VII, LLC (“Platinum”). On May 5, 2011, the Original Platinum Notes were amended, restated and consolidated into a single note (the “Platinum Note”) with a principal balance of $4.0 million ("May 2011 Amendment"). The following paragraphs describe the May 2011 Amendment. In December 2011, the Company and Platinum entered into a Note and Warrant Exchange Agreement pursuant to which the Platinum Note and warrants issued to Platinum were cancelled in exchange for a new series of the Company’s preferred stock. See Note and Warrant Exchange Agreement below.

As a result of the May 2011 Amendment, the maturity date of the Platinum Note was extended to June 30, 2012 from June 30, 2011. The Platinum Note bears interest at an annual rate of 10%. Platinum may, in its sole discretion, extend the maturity date of the Platinum Note by one year to June 30, 2013. The Platinum Note, as amended, will be automatically converted, subject to certain conditions, upon the last to occur of (i) the closing of an equity or equity-based financing or series of equity or equity-based financings after May 1, 2011 resulting in gross proceeds to the Company totaling at least $5.0 million, including the 2011 Private Placement and cancellation of debt not otherwise convertible; and (ii) the Company becoming a publicly traded company ("Qualified Financing"). The number of shares issuable to Platinum upon the automatic conversion of the Platinum Note is determined in accordance with one of the following three formulas, as selected by Platinum in its sole discretion: (i) the outstanding principal plus accrued but unpaid interest ("Outstanding Balance") as of the closing of the Qualified Financing multiplied by 1.25 and divided by $1.75 per share; (ii) the Outstanding Balance as of the closing of the Qualified Financing multiplied by 1.25 and divided by the per share price of shares sold in the Qualified Financing; or (iii) the Outstanding Balance as of the closing of the Qualified Financing divided by the Company's per share price assuming a pre-Qualified Financing valuation of the Company of $30 million on a fully-diluted basis, subject to certain exclusions. Under the Platinum Note, the cash payment option previously included in the Original Platinum Notes was eliminated. In the event the Company completed a Qualified Financing prior to December 31, 2011, interest accrued on the Platinum Note from May 5, 2011 through the date of the closing of the Qualified Financing would have been forgiven.

The Platinum Note is voluntarily convertible, at the option of Platinum, at any time prior to a Qualified Financing or its maturity date into shares of common stock that would be determined by multiplying the Outstanding Balance being converted by 1.25 and dividing by the lesser of (i) $1.75 per share; (ii) the per share price in any subsequent equity financing; or (iii) the per share price assuming a $30 million valuation of the Company on a fully diluted basis (subject to certain exclusions). Platinum may elect to convert the Platinum Note at any time, but it is not obligated to convert the Platinum Note until the shares issuable upon conversion of the note are freely tradable pursuant to an effective registration statement or can be sold in any ninety day period without registration under the Securities Act of 1933, as amended (“Securities Act”), in compliance with Rule 144. Additionally, Platinum may not convert the Platinum Note if the shares issuable upon conversion would result in it beneficially owning in excess of 9.99% of the then outstanding shares of the Company's common stock. However, Platinum may waive this condition upon giving 61 days’ notice to the Company.

In connection with the issuance of the Platinum Note, the Company issued to Platinum a three-year warrant to purchase 825,574 shares of the Company’s common stock at an exercise price of $2.50 per share. The warrant expires on May 5, 2014, and becomes exercisable upon Platinum’s conversion of the Platinum Note and is exercisable for one-fourth (1/4) of the number of shares issued in the conversion. The Company valued the warrant at a fair value of $0.69 per share on the date of issuance using the Black-Scholes option pricing model and the following assumptions: fair value of common stock - $1.58; risk-free rate – 0.96%; volatility – 85%; contractual term – 3.00 years.

The Company evaluated the extension of the maturity date of the Platinum Note along with the issuance of the new three-year warrant and determined that the modifications are to be accounted for as a troubled debt restructuring on a prospective basis. The Company has recorded a discount of $908,920 to the Original Platinum Notes which is equal to the incremental fair value of the note conversion feature and the cash payments option liability and the fair value of the new warrant. The note discount is being amortized as non-cash interest expense over the remaining term of the Platinum Note using the effective interest method. The effective annual interest rate of the extended Platinum Note is 17.3%, based on the amortization of the note discount, the stated interest rate, and the note term.

Warrant Liability

The warrants issued with the Original Platinum Notes included certain exercise price adjustment features and accordingly were not deemed to be indexed to the Company’s common stock. On April 1, 2009, the Company recorded the estimated fair value of the warrant liability of $151,281 as a non-current liability in the consolidated balance sheet. Changes in the estimated fair value of the warrant liability were recorded in other income (expense) in the consolidated statement of operations. The Company continued to record adjustments to the fair value of the warrants until the closing of the Merger on May 11, 2011, when the amended warrants no longer contained the exercise price adjustment features, at which time the warrants were deemed to be indexed to the Company’s common stock and therefore no longer treated as a liability. The warrant liability was recorded at its fair value of $424,068 at May 11, 2011, which resulted in a non-cash expense of $7,014 that was charged to other income (expense) in the three-month period ended June 30, 2011. As of May 11, 2011, $424,068, the then-current aggregate fair value of these warrants, was reclassified from a liability to additional paid-in capital, a component of stockholders’ deficit.

Note and Warrant Exchange Agreement

On December 29, 2011, the Company and Platinum entered into a Note and Warrant Exchange Agreement pursuant to which the Platinum Note and outstanding warrants issued to Platinum to purchase an aggregate of 1,599,858 shares of the Company’s common stock were cancelled in exchange for 391,075 shares of the Company’s newly-created Series A Preferred Stock (“Series A Preferred”). Each share of Series A Preferred is convertible into ten shares of the Company’s common stock (see Note 7, Capital Stock ). The Company issued 231,089 shares of Series A Preferred to Platinum in connection with the note cancellation based on the sum of the $4.0 million principal balance of the Platinum Note plus accrued but unpaid interest through May 11, 2011 ($611,111) adjusted for a 125% conversion premium, net of the $1,719,823 aggregate exercise price of the outstanding 1,599,858 warrants held by Platinum, and a contractual conversion basis of $1.75 per common share, all adjusted for the 1:10 Series A Preferred to common exchange ratio. An additional 159,986 shares of Series A Preferred were issued to Platinum in connection with the warrant exercise and exchange to acquire the common shares issued upon the warrant exercise.

The Company determined that the cancellation of the Platinum Note and exercise of the warrants pursuant to the Note and Warrant Exchange Agreement should be accounted for as a debt extinguishment. The Company estimated the fair value of the shares of Series A Preferred stock tendered to Platinum for the cancellation of the Platinum Note under the terms of the agreement at $15.51 per share ($1.55 on a per common share equivalent basis). The Company recorded a loss of $1,193,500 attributable to the early debt extinguishment, reported in Other expenses, net in the accompanying Condensed Consolidated Statements of Operations. The loss includes $287,278, calculated using the Black-Scholes Option Pricing Model, representing the incremental fair value of the warrants exercised by Platinum as modified to reduce their exercise price. (See Discounted Warrant Exercise Program in Note 7, Capital Stock , for a description of the modification of warrant exercise prices and the resulting valuation that occurred during the quarter ended December 31, 2011.) The common shares issued in connection with the warrant exercise that were exchanged for shares of Series A Preferred Stock are treated as Treasury Stock in the accompanying Condensed Consolidated Balance Sheet at December 31, 2011.

August 2010 Short-Term Notes

In August 2010, the Company issued short-term, non-interest bearing, unsecured promissory notes (the “August 2010 Short-Term Notes”) having an aggregate principal amount, as adjusted, of $1,120,000, for a purchase price of $800,000. In connection with the 2011 Private Placement, as described in Note 7, a total of $840,000 of the aggregate principal amount of the August 2010 Short-Term Notes, plus a note cancellation premium of $94,500, were converted into 534,000 Units consisting of 534,000 shares of the Company’s common stock and three-year warrants to purchase 133,500 shares of the Company’s common stock at an exercise price of $2.50 per share; $105,000 of such amount was converted into a long-term note issued to Cato Holding Company; and $175,000 of such amount was not converted. In April 2011, the Company and the holder of the $175,000 note amended the note, whereby the Company paid $50,000 of the note balance within three days of the closing of the 2011 Private Placement, and was to make four monthly payments of $5,000 between May 2011 and August 2011, an additional nine monthly payments of $11,125 per month for the period from September 1, 2011 through May 1, 2012, plus a final payment on May 2, 2012 equal to any remaining balance. The amended note bears interest at 7% per annum. The note cancellation premium was recorded as interest expense. In September 2011, the Company and the holder agreed to further modify the payment schedule to require payments of $5,000 per month through November 1, 2011, six monthly payments of $11,125 for the period from December 1, 2011 through May 1, 2012, an additional payment of $11,125 on May 2, 2012, plus a final payment on June 30, 2012 equal to any remaining balance.

7% Notes Payable to Officer and Directors for Consulting Services

On May 11, 2011, and concurrent with the Merger, the 7% note payable to a director for principal and accrued interest totaling $14,362, plus a $5,138 note cancellation premium, was converted into 11,142 shares of common stock and a three-year warrant to purchase 2,785 shares of common stock at an exercise price of $2.50 per share. The related note cancellation premium was recorded as interest expense. Also, on May 11, 2011, the 7% note payable to an officer and director including principal and accrued interest totaling $35,999 was paid.

Issuance of Long-Term Promissory Note and Cancellation of Note Payable to Cato BioVentures Under Line of Credit and Partial Cancellation of August 2010 Short-Term Notes

In April 2011, all amounts owed by the Company to Cato Holding Company ("CHC") or its affiliates were consolidated into a single note, in the principal amount of $352,273. Additionally, CHC released certain security interests in the Company’s personal property. The CHC note bears interest at 7% per annum, compounded monthly. Under the terms of the note, the Company is to make six monthly payments of $10,000 each beginning June 1, 2011; and thereafter will make payments of $12,500 monthly until the note is repaid in full. The Company may prepay the outstanding balance under this note in full or in part at any time during the term of this note without penalty.

Issuance of Long-Term Notes and Cancellation of Amounts Payable

On February 25, 2011, the Company issued to Burr, Pilger, and Mayer, LLC (“BPM”) an unsecured promissory note in the principal amount of $98,674 for amounts payable in connection with valuation services provided to the Company by BPM. The BPM note bears interest at the rate of 7.5% per annum and has payment terms of $1,000 per month, beginning March 1, 2011 and continuing until all principal and interest are paid in full. In addition, a payment of $25,000 shall be due upon the sale of the Company or upon the Company completing a financing transaction of at least $5.0 million, with the payment increasing to $50,000 (or the amount then owed under the note, if less) upon the Company completing a financing of over $10.0 million.

On April 29, 2011, the Company issued to Desjardins Securities, Inc. (“Desjardins”) an unsecured promissory note in the principal amount of CDN $236,000 for amounts payable for legal fees incurred by Desjardins in connection with investment banking services provided to the Company by Desjardins. The Desjardins note bears interest at 7.5% and will be due, along with all accrued but unpaid interest on the earliest of (i) June 30, 2014, (ii) the consummation of a Change of Control, as defined in the Desjardins note, and (iii) any failure to pay principal or interest when due. The Company is to make payments of CDN $4,000 per month beginning May 31, 2011, increasing to CDN $6,000 per month on January 31, 2012. In addition, if, prior to June 30, 2012, the Company closes an equity financing or series of equity financings with aggregate proceeds of $5.0 million or more, then the Company shall make a payment of $39,600 to Desjardins within 10 business days of the closing of such transaction(s). Beginning on January 1, 2012, the Company shall also make payments equal to one-half percent (0.5%) of the net proceeds of all private or public equity financings closed during the term of the note. In connection with issuance of the note, the Company issued 39,600 shares of restricted common stock to Desjardins which, at the time of issuance, had a value of $1.75 per share.

On May 5, 2011, the Company issued to McCarthy Tetrault LLP (“McCarthy”) an unsecured promissory note in the principal amount of CDN $502,797 for the amounts payable in connection with legal services provided to the Company. The McCarthy note bears interest at 7.5% and will be due, along with all accrued but unpaid interest on the earliest of (i) June 30, 2014, (ii) the consummation of a Change of Control, as defined in the McCarthy note, and (iii) any failure to pay principal or interest when due. The Company is to make payments of CDN $10,000 per month beginning May 31, 2011, increasing to CDN $15,000 per month on January 31, 2012. In addition, if, prior to June 30, 2012, the Company closes an equity financing or series of equity financings with aggregate proceeds of $5.0 million or more, then the Company shall make a payment of $100,000 to McCarthy within 10 business days of the closing of such transaction(s). Beginning on January 1, 2012, the Company shall also make payments equal to one percent (1%) of the net proceeds of all private or public equity financings closed during the term of the note. In connection with issuance of this note, the Company issued 100,000 shares of restricted common stock to McCarthy which had a value, at the time of issuance, of $1.75 per share.

On May 5, 2011, the Company and Morrison & Foerster LLP ("Morrison & Foerster"), the Company’s legal and intellectual property counsel, entered into Amendment No. 1 to the Morrison & Foerster Note ("Amendment No. 1"). Under Amendment No. 1, the principal balance of the Morrison & Foerster note was increased to $2,200,000, with an additional payment of $100,000 due within three business days of the date of Amendment No. 1, which amount has been paid. The Morrison & Foerster note bears interest at 7.5% and principal will be due, along with all accrued but unpaid interest on the earliest of (i) March 31, 2016, (ii) the consummation of a Change of Control, as defined in the Morrison & Foerster note, and (iii) any failure to pay principal or interest when due. The Company is to make payments of $10,000 per month until June 1, 2011 and thereafter will pay $15,000 per month through March 31, 2012, $25,000 per month through March 31, 2013, and $50,000 per month through maturity.  In addition, the Company will make payments equal to five percent (5%) of the net proceeds of any equity financing closed during the term of the note until all outstanding principal and interest is paid in full. If the Company prepays the entire amount due by December 31, 2012, however, the amount of such payment shall be reduced by ten percent (10%), up to a maximum of $100,000. In connection with Amendment No. 1, the Company issued 200,000 shares of restricted common stock to Morrison & Foerster which had a value, at the time of issuance, of $1.75 per share. In addition, the Company reduced the exercise price of the common stock warrants previously issued to Morrison & Foerster from $3.00 to $2.00 per share. The change in the fair value of the warrants was recorded as a note discount and a corresponding increase in additional paid-in capital.

Common Stock

9 Months Ended

Dec. 31, 2011

Common Stock [Text Block]

7. Capital Stock

On April 29, 2011, the Company issued 157,143 shares of its common stock at a per share price of $1.75 as a prepayment for CRO services to be performed by CRL during 2011.

In December 2010, the Company agreed to issue 700,000 shares of common stock, valued at $1.50 per share, related to its execution of the second amendment to its SRCA with UHN as described in Note 6, Licensing and Collaborative Agreements . Such shares were issued in May 2011. In April 2011, the Company agreed to issue to UHN 100,000 shares of its common stock valued at $1.75 per share in conjunction with its execution of the third amendment to the SRCA, as also described in Note 6. Such shares were issued in May 2011.

On May 10, 2011, the Company issued 75,000 shares of common stock, valued at $1.75 per share, to a strategic consultant for services rendered.

2011 Private Placement

On May 11, 2011, and immediately preceding the closing of the Merger, VistaGen sold 2,216,106 Units in a private placement for aggregate gross offering proceeds of $3,878,197, including $2,369,194 in cash, a $500,000 short-term note receivable due on September 6, 2011, cancellation of $840,000 of short-term notes maturing on April 30, 2011, a note cancellation premium of $94,500, and cancellation of $74,503 of accounts payable (“2011 Private Placement”). The Units were sold for $1.75 per Unit and consisted of one share of common stock and a three-year warrant to purchase one-fourth (1/4) of one share of common stock at an exercise price of $2.50 per share. Warrants to purchase a total of 554,013 shares of common stock were issued to the purchasers of the Units. Concurrently, VistaGen issued to its placement agent three-year warrants to purchase 114,284 shares of its common stock at $2.50 per share, and agreed to pay $200,000 in placement agent fees, $150,000 of which amount was paid on May 11, 2011.

In October 2011, the Company restructured the terms of the $500,000 short term promissory note received in conjunction with the 2011 Private Placement. The note currently bears interest at 5% per annum. The maturity date has been extended to September 1, 2012 and the revised terms require payments to the Company as follows:

(a) one payment of $50,000 on or before October 31, 2011;

(b) nine payments of $50,000 on or before the first day of each month commencing December 1, 2011 and ending August 1, 2012; and

The outstanding principal balance of the note receivable at December 31, 2011 is $400,000.

Conversion of Convertible Promissory Notes

On May 11, 2011, concurrent with the Merger, holders of certain promissory notes issued by VistaGen from 2006 through 2010 converted their notes totaling aggregate principal and interest of $6,174,793 into 3,528,290 Units. These Units were the same Units issued in connection with the 2011 Private Placement.

Conversion of Preferred Stock

On May 11, 2011, concurrent with the Merger, all holders of VistaGen's then-outstanding preferred stock converted all of their preferred shares into 2,884,655 shares of common stock so that, at the completion of the Merger, the Company had no shares of preferred stock outstanding.

Changes in Amounts of Capital Stock Authorized

Effective with the Merger, the Company was authorized to issue up to 400,000,000 shares of common stock, $0.001 par value and no shares of preferred stock. On October 28, 2011, the Company held a special meeting of its stockholders at which the stockholders approved a proposal to amend the Company’s Articles of Incorporation to (1) reduce the number of shares of common stock the Company is authorized to issue from 400,000,000 shares to 200,000,000 shares; (2) authorize the Company to issue up to 10,000,000 shares of preferred stock; and (3) authorize the Company’s Board of Directors to prescribe the classes, series and the number of each class or series of preferred stock and the voting powers, designations, preferences, limitations, restrictions and relative rights of each class or series of preferred stock.

Series A Preferred Stock

In December 2011, the Company’s Board of Directors authorized the creation of a series of up to 500,000 shares of Series A Preferred Stock, par value $0.001 (“Series A Preferred”). Each share of Series A Preferred is convertible at the option of the holder into ten shares of the Company's common stock. The Series A Preferred ranks prior to the common stock for purposes of liquidation preference.

The Series A Preferred has no separate dividend rights. However, whenever the Board of Directors declares a dividend on the common stock each holder of record of a share of Series A Preferred, or any fraction of a share of Series A Preferred, on the date set by the Board of Directors to determine the owners of the common stock of record entitled to receive such dividend (the "Record Date") shall be entitled to receive out of any assets at the time legally available therefore, an amount equal to such dividend declared on one share of common stock multiplied by the number of shares of common stock into which such share, or such fraction of a share, of Series A Preferred could be converted on the Record Date.

Except with respect to transactions upon which the Series A Preferred shall be entitled to vote separately as a class, the Series A Preferred has no voting rights. The common stock into which the Series A Preferred is convertible shall, upon issuance, have all of the same voting rights as other issued and outstanding shares of the Company’s common stock.

In the event of the liquidation, dissolution or winding up of the affairs of the Company, after payment or provision for payment of the debts and other liabilities of the Company, the holders of Series A Preferred then outstanding shall be entitled to receive, out of the assets of the Company, an amount per share of Series A Preferred calculated by taking the total amount available for distribution to holders of all the Company's outstanding common stock before deduction of any preference payments for the Series A Preferred, divided by the total of (x), all of the then outstanding shares of the Company's common stock, plus (y) all of the shares of the Company's common stock into which all of the outstanding shares of the Series A Preferred can be converted before any payment shall be made or any assets distributed to the holders of the common stock or any other junior stock.

At December 31, 2011, there were 437,055 shares of Series A Preferred outstanding, all issued to Platinum under the terms of the Note and Warrant Exchange Agreement described in Note 5 and the Common Stock Exchange Agreement, described below.

Common Stock Exchange Agreement with Platinum

On December 22, 2011, the Company entered into a Common Stock Exchange Agreement (the "Exchange Agreement") with Platinum, pursuant to which Platinum converted 484,000 shares of the Company’s common stock into 45,980 shares of the newly created Series A Preferred (the "Exchange"). Each share of Series A Preferred issued to Platinum is convertible into ten shares of the Company’s common stock. In consideration for the Exchange, the Series A Preferred received by Platinum in connection with the Exchange is convertible into the equivalent of 0.95 shares of common stock surrendered in connection with the Exchange. The Company has determined the fair value of the common stock subject to the Exchange to be $1.55 per share and has reflected the 484,000 common shares as treasury stock on that basis in the accompanying Condensed Consolidated Balance Sheet at December 31, 2011.

Fall 2011 Follow-On Offering

Beginning in October 2011, the Company initiated a follow-on private placement of Units. These Units were essentially the same as the Units issued in connection with the 2011 Private Placement, namely, each Unit was priced at $1.75 and consisted of one share of the Company’s common stock and a three-year warrant to purchase one-fourth (1/4) of one share of the Company’s common stock at an exercise price of $2.50 per share. The Company sold a total of 63,570 Units and received aggregate cash proceeds of $111,248.

Discounted Warrant Exercise Program

During the quarter ended December 31, 2011, the Company offered certain warrant holders the opportunity to exercise their warrants to purchase the Company’s common stock at a discount of approximately 50% of the original exercise price of their warrants for a limited time (the “Discounted Warrant Exercise Program”). Through December 31, 2011, warrants to purchase an aggregate of 3,093,396 shares of the Company’s common stock were exercised at reduced exercise prices by warrant holders, including warrants to purchase 1,599,858 shares of common stock exercised by Platinum under the terms of the Note and Warrant Exchange Agreement, as described in Note 5. The warrants exercised by Platinum were exercised at reduced prices ranging from $0.75 per share to $1.25 per share, compared to original exercise prices ranging from $1.50 per share to $2.50 per share, resulting in proceeds of $1,719,823 which was applied to the reduce the outstanding balance of the Platinum Note and accrued interest under the terms of the Note and Exchange Agreement.

Other investors and service providers exercised warrants to purchase an aggregate of 1,000,997 shares of the Company’s common stock at reduced exercise prices ranging from $0.75 per share to $1.31 per share, compared to original exercise prices ranging from $1.50 per share to $2.625 per share. In conjunction with these exercises, the Company:

issued 937,871 shares of its common stock and received proceeds of $1,075,024, including $976,895 in cash plus amounts receivable aggregating $98,129, which amounts are included in Notes and other receivables from sale of common stock to and upon exercise of warrants by others at December 31, 2011, in the accompanying Condensed Consolidated Balance Sheets (all such amounts receivable had been collected by January 5, 2012);

·	issued 29,426 shares of its common stock to warrant holders who elected to exercise their warrants in lieu of payment by the Company in satisfaction of outstanding indebtedness to such holders totaling an aggregate of $30,128; and

·	issued 33,700 shares of its common stock to warrant holders who elected to exercise their warrants in lieu of payment by the Company in satisfaction of payment for services in the aggregate amount of $41,343 to be performed in the future by such holders.

Additionally, in December 2011, the Company entered into an Agreement Regarding Payment of Invoices and Warrant Exercises with Cato Holding Company (“CHC”), CRL, and certain individual warrant holders affiliated with CHC and CRL (collectively, the “CHC Affiliates”) under the terms of which CHC and the CHC Affiliates exercised warrants to purchase an aggregate of 492,541 shares of the Company’s common stock at reduced exercise prices ranging from $0.88 per share to $1.25 per share, compared to original exercise prices ranging from $1.75 per share to $2.50 per share. As a result of these warrant exercises, the Company received cash payments of $60,207 in connection with the exercise of warrants to purchase 68,417 shares and, in lieu of cash payments for the remainder of the warrants to purchase 424,124 shares, CHC and CRL agreed to the satisfaction of outstanding indebtedness to CRL in the amount of $245,278 and pre-payment for future services in the amount of $226,449.

The Company determined that the increase in the fair value of the warrants exercised as a result of the Discounted Warrant Exercise Program was $618,352, of which $287,278 is a component of the loss on debt extinguishment related to the conversion of the Platinum Note, as described in Note 5, $101,233 is attributable to the modifications of the CHC and CHC Affiliates warrants and reflected in research and development expense, and $229,841 is reflected in general and administrative expense for the quarter ended December 31, 2011 in the accompanying Condensed Consolidated Statements of Operations. The warrants subject to the exercise price modifications were valued at the inception of the Discounted Warrant Exercise Program using the Black-Scholes Option Pricing Model and using the following assumptions:

Assumption:	Pre-modification			Post-modification
Market price per share	$	2.60		$	2.60
Exercise price per share	$	1.50 - $2.625		$	0.75 - $1.31
Risk-free interest rate		0.18% - 0.45	%		0.02	%
Expected term (years)		0.90 - 3.25			0.25
Volatility		65.7% - 82.8	%		41.1	%
Dividend rate		0.0	%		0.0	%

Weighted Average Fair Value per share	$	1.30		$	1.50

The market price per share is based on the quoted market price of the Company’s common stock on the Over-the-Counter Bulletin Board on the date of the modification or the closest subsequent date on which there was quoted trading reported. Because of its short history as a public company, the Company has estimated volatility based on the historical volatilities of a peer group of public companies over the expected term of the option. The risk-free rate of interest is based on the quoted constant maturity rate for U.S Treasury Bills on the date of the modification for the term corresponding with the expected term of the warrant. The expected dividend rate is zero as the Company has not paid and does not expect to pay dividends in the near future.

Other Warrant Modifications

In December 2011, the Company entered into a consulting agreement with a strategic consultant for general and capital markets advisory services. As consideration for the services to be provided under this agreement, the Company modified the term and exercise price of certain previously-issued warrants to purchase an aggregate of 384,184 shares of its common stock. The Company determined that the increase in the fair value of the modified warrants was $397,538, which is reflected in general and administrative expense for the quarter ended December 31, 2011 in the accompanying Condensed Consolidated Statements of Operations. The warrants modified were valued using the Black-Scholes Option Pricing Model and using the following assumptions:

Assumption:	Pre-modification			Post-modification
Market price per share	$	2.99		$	2.99
Exercise price per share	$	2.25 - $3.00		$	1.125 - $1.50
Risk-free interest rate		0.02% - 0.29	%		0.29	%
Expected term (years)		0.53 – 2.39			2.39
Volatility		69.4 – 81.0	%		81.0	%
Dividend rate		0.0	%		0.0	%

Weighted Average Fair Value per share	$	1.00		$	2.03

In December 2011, the Company also entered into a consulting agreement with an individual for strategic consulting services to be performed as requested by the Company’s Chief Executive Officer. As consideration for the services to be provided under this agreement, the Company modified the term and exercise price of certain previously-issued warrants to purchase an aggregate of 23,138 shares of its common stock and will pay the consultant $1,000 per month for the period June 2012 through December 2012. The Company determined that the increase in the fair value of the modified warrants was $13,052, which is reflected in general and administrative expense for the quarter ended December 31, 2011 in the accompanying Condensed Consolidated Statements of Operations. The warrants modified were valued using the Black-Scholes Option Pricing Model and using the following assumptions:

Assumption:	Pre-modification			Post-modification
Market price per share	$	3.05		$	3.05
Exercise price per share	$	1.75 - $2.50		$	0.88 - $1.25
Risk-free interest rate		0.25% - 0.29	%		0.29	%
Expected term (years)		2.00 – 2.36			2.36
Volatility		74.8 – 78.3	%		78.3	%
Dividend rate		0.0	%		0.0	%

Weighted Average Fair Value per share	$	1.69		$	2.25

Following the exercises under the Discounted Warrant Exercise Program and other warrant modifications described above, at December 31, 2011, the Company had outstanding warrants to purchase shares of its common stock at a weighted average exercise price of $2.00 per share as follows:

Exercise Price		Expiration Date	Warrants Outstanding
$	0.88	5/17/2012 to 5/11/2014		316,042
$	1.00	11/4/2014		1,500
$	1.125	12/28/2012		119,900
$	1.25	5/11/2014 to 12/31/2014		120,280
$	1.50	12/31/2012		375,000
$	1.75	12/31/2013		643,184
$	2.00	8/3/2013 to 12/31/2014		609,000
$	2.25	6/28/2012		2,500
$	2.50	5/11/2014		618,822
$	2.625	12/31/2013		588,200
$	6.00	6/28/2012 to 12/31/2013		57,300
				3,451,728

The following table provides a roll-forward of the number of outstanding shares of the Company’s common stock from March 31, 2011 through December 31, 2011, reflecting the impact of the Merger, the exercise of modified warrants and other transactions described in the notes to these Condensed Consolidated Financial Statements. As described in Note 1, History and Organization , as a result of the Merger, the business of VistaGen became the business of Excaliber and after the Merger, Excaliber changed its name to “VistaGen Therapeutics, Inc.”

	Excaliber Enterprises, Ltd.			VistaGen Therapeutics, Inc.

Common stock outstanding at March 31, 2011		5,848,707			3,672,110

Shares repurchased from shareholders		(5,064,207	)		-

Shares issued in 2011 Private Placement		-			2,216,106
Shares issued upon conversion of convertible promissory notes		-			3,528,290
Shares issued upon conversion of all series of preferred stock		-			2,884,655
Shares issued to UHN under the SRCA					800,000
Shares issued for services		-			571,743

Common stock outstanding at Merger		784,500			13,672,904

Common stock issued for VistaGen common		6,836,452			(13,672,904	)

Common stock outstanding post-Merger		7,620,952			-

Two-for-one post-Merger forward stock split		7,620,952

Shares issued upon exercise of modified warrants, including 1,599,858 shares subject to Note and Warrant Exchange Agreement with Platinum		3,093,396
Shares issued in Fall 2011 Follow-on Offering		63,570
Shares issued upon exercise of employee stock options		113,636

Common stock issued at December 31, 2011		18,512,506

Less treasury stock:
Shares exchanged for Series A Preferred under the terms of the:
Common Stock Exchange Agreement with Platinum		(484,000	)
Note and Warrant Exchange Agreement with Platinum		(1,599,858	)
Treasury stock held at December 31, 2011		(2,083,858	)

Common stock outstanding at December 31, 2011		16,428,648