VistaGen Therapeutics Inc (VTGN)

[HighYieldInvestments]

Unregistered Sales of Equity Securities.

On June 27, 2013, pursuant to the Securities Purchase Agreement and the schedule set forth in the Amendment, the Company issued to Autilion an aggregate total of 50,000 shares of the Company’s common stock (the “ Shares ”) for $0.50 per share, resulting in proceeds to the Company of $25,000.

The Shares were offered and sold in a transaction exempt from registration under the Securities Act of 1933, as amended (“ Securities Act ”), in reliance on Section 4(2) thereof and Rule 506 of Regulation D thereunder. Autilion represented that it was an “accredited investor” as defined in Regulation D. The proceeds from the sale of the Shares will be used for general corporate purposes