Entry in Exclusive License Agreements for Cardiac Stem Cell Technology and certain other agreements with University Health Network and theMcEwen Centre for Regenerative Medicine

On December 9, 2016, VistaGen Therapeutics, Inc. (the “Company”) entered into a series of agreements with University Health Network (“UHN”), including (i) two new exclusive patent license agreements related to certain cardiac stem cell technologies discovered by Dr. Gordon Keller, Director of UHN’s McEwen Centre for Regenerative Medicine, under the parties’ Sponsored Research Agreement, originally executed on September 18, 2007 and set to expire in the ordinary courseon September 18, 2017 (the “SRA”); (ii) an amendment of two exclusive cardiac stem cell technology patent license agreements previously entered into by the Company and UHN under the SRA; and (iii) a strategic early termination of the SRA to facilitate the BlueRock Therapeutics Agreement (defined below).

Entry into Exclusive License and Sublicense Agreement with BlueRock Therapeutics, LP.

On December 9, 2016, the Company entered into an Exclusive License and Sublicense Agreement (the “BlueRock Therapeutics Agreement”) with BlueRock Therapeutics LP, a company recently established by Bayer AG and Versant Ventures, to which BlueRock Therapeutics received exclusive rights to utilize certain technologies currently and exclusively licensed by the Company from UHN for the production of cardiac stem cells for the treatment of heart disease (the “Sublicensed IP”). TheCompany retained rights to utilize cardiac stem cell technology licensed from UHN for small molecule, protein and antibody drug discovery, drug rescue and drug development, including small molecules with cardiac regenerative potential, as well as small molecule, protein and antibody testing involving cardiac cells.

Under the BlueRock Therapeutics Agreement, the Company will receive an upfront payment of $1.25 million and has the potential to receive additional payments and royalties in the future,in the event certain performance-based milestones and commercial sales are achieved.

The foregoing description of the agreements executed by the Company, including theBlueRock Therapeutics Agreement, do not purport to be complete, and are qualified in their entirety by reference to such agreements, which, to the extent an agreement is considered a material agreement, will be filed as an exhibit to the Company’s next periodic report filed under the Securities Exchange Act of 1934, as amended.

Item 8.01 Other Events.

The Company today issued a press release announcing the execution of the agreements with UHN and the BlueRock Therapeutics Agreement. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Exhibits.

See Exhibit Index.

About VistaGen Therapeutics, Inc. (NASDAQ:VTGN)

VistaGen Therapeutics, Inc. is a clinical-stage biopharmaceutical company. The Company is engaged in developing and commercializing product candidates for patients with diseases and disorders involving the central nervous system (CNS). Its lead product candidate, AV-101, is an orally available prodrug candidate in Phase II development, initially for the adjunctive treatment of major depressive disorder (MDD) in patients with an inadequate response to standard antidepressants approved by the United States Food and Drug Administration (FDA). In addition to AV-101, the Company has developed a human pluripotent stem cell (hPSC) technology platform, which includes its in-vitro bioassay system, CardioSafe 3D, to predict potential heart toxicity of new chemical entities (NCEs) long before testing in animal and human studies. The Company is focused on regenerative medicine (RM) applications using blood, cartilage, heart and/or liver cells derived from hPSCs.

VistaGen Therapeutics, Inc. (NASDAQ:VTGN) Recent Trading Information

VistaGen Therapeutics, Inc. (NASDAQ:VTGN) closed its last trading session down -0.21 at 3.61 with 2,964 shares trading hands.