Results of Operations and Financial Condition.

On November 14, 2016, VistaGen Therapeutics Inc. issued a press
release announcing, among other things, its financial results for
its fiscal second quarter ended September 30, 2016 (the Earnings
Release). The full text of the Earnings Release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.

The information furnished herein and therein shall not be deemed
filed for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the Exchange Act), or otherwise subject to
the liabilities of that Section, or incorporated by reference in
any filing under the Exchange Act or the Securities Act of 1933,
as amended, except as shall be expressly set forth by specific
reference in such filing.

(d) Exhibits Index

Exhibit No.		Description
99.1		Press release issued by VistaGen Therapeutics Inc. dated November 14, 2016.

Disclaimer.

This Current Report on Form 8-K may contain, among other things,
certain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, including,
without limitation, (i) statements with respect to the Company’s
plans, objectives, expectations and intentions; and (ii) other
statements identified by words such as “may”, “could”,
“would”, should”, “believes”, “expects”, “anticipates”,
“estimates”, “intends”, “plans” or similar expressions.
These statements are based upon the current beliefs and
expectations of the Company’s management and are subject to
significant risks and uncertainties.