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Date of report (Date of earliest event reported):  November 4, 2011

Commission File Number:  000-54014

VistaGen Therapeutics, Inc.
(Exact name of small business issuer as specified in its charter)

Between October 1, 2011 and November 4, 2011, the Company:

(a) issued 734,665 shares of its common stock to private investors in connection with their exercise of outstanding warrants and received cash proceeds of $849,818;
(b) issued 48,366 shares of its common stock to private investors who exercised their outstanding warrants by cancelling $56,126 owed to them by the Company in lieu of paying the exercise price of the warrants; and
(c ) sold 49,285 Units to private investors at a price of $1.75 per Unit for cash proceeds of $86,249. Each Unit consisted of one share of common stock and a warrant to purchase one quarter of one share of common stock.

The Company relied upon the exemption provided by Section 4(2) of the Securities Act of 1933 in connection with the sale of these securities. The securities sold are restricted securities, as that term is defined in Rule 144 of the Securities and Exchange Commission. The investors which acquired the securities were sophisticated and were provided with full information regarding the Company. There was no general solicitation in connection with the offer or sale of the securities. The investors which acquired these securities acquired them for their own account. The certificates representing these securities bear restricted legends providing that they cannot be sold except pursuant to an effective registration statement or an exemption from registration.

No commissions were paid in connection with the sale of these securities.