VistaGen Therapeutics Inc (VTGN)

[Investman432]

Withdrawal of Registration Statement on Form S-1

Ladies and Gentlemen,

Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), VistaGen Therapeutics, Inc. (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) consent to the withdrawal, effective as of the date hereof or at the earliest practicable date hereafter, of its Registration Statement on Form S-1 (File No. 333-195901), together with all exhibits and amendments thereto (collectively, the “Registration Statement”). The Registration Statement was originally filed with the Commission on May 12, 2014 and declared effective on August 7, 2014. The Registrant is submitting this request for withdrawal because on December 4, 2014, the Registrant terminated the engagement letter agreement, dated August 6, 2014, by and between the Registrant and Geller Biopharm, a division of Financial West Group (“Geller”), with respect to the Registrant’s engagement of Geller to consummate the registered public offering of its common stock and warrants contemplated by the Registration Statement.

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At least Shawn was trying to sell shares through a real broker, instead of making announcements about fake sale of stock an obvious bogus entity. So, when do they close down the company?