On December 29, 2011, VistaGen Therapeutics, Inc. (the "Company") entered into a Note and Warrant Exchange Agreement (the "Exchange Agreement") with Platinum Long Term Growth VII, LLC ("Platinum"), pursuant to which Platinum canceled a Senior Convertible Promissory Bridge Note due and payable on June 30, 2012 in the principal amount of $4.0 million (the "Note"), and canceled certain warrants to purchase 1,599,858 shares of Common Stock of the Company (the "Warrants"), in exchange for 391,075 shares of the Company's newly created Series A Preferred Stock, par value $0.001 per share ("Series A Preferred") (the "Exchange"). Each share of Series A Preferred is convertible into ten shares of Common Stock of the Company. The Series A Preferred issued in connection with the Exchange has limited rights and preferences. A copy of the Certificate of Designation of the Relative Rights and Preferences of the Series A Preferred is filed as Exhibit 3.1 to the Current Report on Form 8-K filed by the Company on December 23, 2011, and is incorporated herein by this reference. A copy of the Exchange Agreement is attached hereto as Exhibit 10.1

On December 29, 2011, the Company issued 391,075 shares of Series A Preferred to Platinum. Platinum is an "accredited investor," as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"). The Exchange was effected without registration under the Securities Act in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act, and/or Section 4(2) thereunder. No proceeds were received by the Company in connection with the Exchange.

See Item 1.01.

See Exhibit Index.