Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
* The remainder of this cover page
shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior
cover page.
The information required in the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
CUSIP No.
9284OH202
1.
|
Names of Reporting Persons.
|
|
|
|
Mitchell P. Kopin
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a) ☐
|
|
(b)
☐
|
3.
|
SEC Use Only
|
|
|
4.
|
Citizenship or Place of Organization United States of America
|
|
|
Number of Shares
Beneficially
Owned by Each
Reporting
Person With:
|
5.
|
Sole Voting Power 0
|
|
|
6.
|
Shared Voting Power 2,339,839
|
|
|
7.
|
Sole Dispositive Power 0
|
|
|
8.
|
Shared Dispositive Power 2,239,839
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person 2,339,839 (see Item 4)
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
|
|
11.
|
Percent of Class Represented by Amount in Row (9) 9.99% (see Item 4)
|
|
|
12.
|
Type of Reporting Person (See Instructions)
|
|
|
|
IN; HC
|
CUSIP No.
9284OH202
1.
|
Names of Reporting Persons.
|
|
|
|
Daniel B. Asher
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a) ☐
|
|
(b)
☐
|
3.
|
SEC Use Only
|
|
|
4.
|
Citizenship or Place of Organization United States of America
|
|
|
Number of Shares
Beneficially
Owned by Each
Reporting
Person With:
|
5.
|
Sole Voting Power 0
|
|
|
6.
|
Shared
Voting Power 2,339,839
|
|
|
7.
|
Sole
Dispositive Power 0
|
|
|
8.
|
Shared
Dispositive Power 2,239,839
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person 2,339,839 (see Item 4)
|
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
|
|
11.
|
Percent of Class Represented by Amount in Row (9) 9.99% (see Item 4)
|
|
|
12.
|
Type of Reporting Person (See Instructions)
|
|
|
|
IN; HC
|
CUSIP No.
9284OH202
1.
|
Names of Reporting Persons.
|
|
|
|
Intracoastal Capital LLC
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a) ☐
|
|
(b)
☐
|
3.
|
SEC Use Only
|
|
|
4.
|
Citizenship or Place of Organization United States of America
|
|
|
Number of Shares
Beneficially
Owned by Each
Reporting
Person With:
|
5.
|
Sole Voting Power 0
|
|
|
6.
|
Shared Voting Power 2,339,839
|
|
|
7.
|
Sole Dispositive Power 0
|
|
|
8.
|
Shared Dispositive Power 2,239,839
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person 2,339,839 (see Item 4)
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
|
|
11.
|
Percent of Class Represented by Amount in Row (9) 9.99% (see Item 4)
|
|
|
12.
|
Type of Reporting Person (See Instructions)
|
|
|
|
OO
|
Item 1.
(a) Name of Issuer
VistaGen Therapeutics, Inc. (the
“
Issuer
”)
(b) Address of Issuer’s Principal
Executive Offices
343 Allerton Avenue
South San Francisco, California
94090
Item 2.
(a) Name of Person Filing
(b) Address of Principal Business Office or, if
none, Residence
(c) Citizenship
This Schedule 13G is being filed
on behalf of (i) Mitchell P. Kopin, an individual who is a citizen of the United States of America (“
Mr. Kopin
”),
(ii) Daniel B. Asher, an individual who is a citizen of the United States of America (“
Mr. Asher
”) and (iii)
Intracoastal Capital LLC, a Delaware limited liability company (“
Intracoastal
” and together with Mr. Kopin and
Mr. Asher, collectively the “
Reporting Persons
”).
The Reporting Persons have entered
into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as
Exhibit 1
, pursuant to which the Reporting
Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange
Act of 1934, as amended.
The principal business office of
Mr. Kopin and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483.
The principal business office of
Mr. Asher is 111 W. Jackson Boulevard, Suite 2000, Chicago, Illinois 60604.
(d) Title of Class of Securities
Common stock, $0.001 par value
per share, of the Issuer (the “
Common Stock
”).
(e) CUSIP Number
9284OH202
Item 3.
|
If this statement is filed pursuant to §§240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
|
Not applicable.
(a) and (b):
(i)
Immediately following the closing of the underwritten offering on December 13, 2027 (the “
Offering
”) (as
disclosed in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on December 13, 2017), each of the
Reporting Persons may have been deemed to have beneficial ownership of 2,239,987 shares of Common Stock, which consisted of
(i)
1,666,667
shares of Common Stock
issued to Intracoastal at the closing of the Offering and (ii)
573,320 shares of Common Stock issuable upon exercise of a warrant issued to Intracoastal at the closing of the Offering (the
“
Intracoastal Warrant
”),
and all such shares of Common Stock in the aggregate represent
beneficial ownership of approximately 9.99% of the Common Stock, based on (1) 21,848,974 shares of Common Stock outstanding
as of December 13, 2017 as reported by the Issuer, plus (2)
573,320 shares of Common
Stock issuable upon exercise of the Intracoastal Warrant
. The foregoing excludes 1,093,347 shares of Common Stock
issuable upon exercise of the
Intracoastal Warrant b
ecause the
Intracoastal
Warrant
contains a blocker provision under which the holder thereof does not have the right to exercise the
Intracoastal
Warrant
to the extent that such exercise would result in beneficial ownership by the holder thereof, together with the
other Attribution Parties (as defined in the Intracoastal Warrant), of more than 9.99% of the Common Stock. Without such
blocker provision, each of the Reporting Persons may have been deemed to have beneficial ownership of 3,333,334 shares of
Common Stock.
(ii)
As of close of business on December 20, 2017, each of the Reporting Persons may have been deemed to have beneficial ownership
of 2,339,839
shares
of Common Stock, which consisted of
(i)
767,000
shares of Common Stock
held by Intracoastal and (ii) 1,572,839 shares of Common Stock
issuable upon exercise of the Intracoastal Warrant,
and all such shares of Common Stock in the aggregate
represent beneficial ownership of approximately 9.99% of the Common Stock, based on (1) 21,848,974 shares of Common Stock
outstanding as of December 13, 2017 as reported by the Issuer, plus (2)
1,572,839
shares of Common Stock issuable upon exercise of the Intracoastal Warrant
. The foregoing excludes 93,828 shares of
Common Stock issuable upon exercise of the
Intracoastal Warrant b
ecause the
Intracoastal
Warrant
contains a blocker provision under which the holder thereof does not have the right to exercise the
Intracoastal
Warrant
to the extent that such exercise would result in beneficial ownership by the holder thereof, together with the
other Attribution Parties (as defined in the Intracoastal Warrant), of more than 9.99% of the Common Stock. Without such
blocker provision, each of the Reporting Persons may have been deemed to have beneficial ownership of 2,433,667 shares of
Common Stock.
(c)
Number of shares as
to which each Reporting Person has:
(1) Sole power to vote or to direct the vote:
0
.
(2) Shared power to vote or to direct the vote:
2,339,839
.
(3) Sole power to dispose or to direct the disposition
of
0
.
(4) Shared power to dispose or to direct the disposition
of
2,239,839
.
Item
5.
|
Ownership of Five Percent or Less of a Class
|
Not applicable.
Item
6.
|
Ownership of More than Five Percent on Behalf of
Another Person.
|
Not
applicable.
Item
7.
|
Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding Company
|
Not applicable.
Item
8.
|
Identification and Classification of Members of the
Group
|
Not applicable.
Item
9.
|
Notice of Dissolution of Group
|
Not applicable.
By signing below I
certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely
in connection with a nomination under §240.14a-11.
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: December 20, 2017
|
/s/ Mitchell P. Kopin
|
|
Mitchell P. Kopin
|
|
|
|
|
/s/ Daniel B. Asher
|
|
Daniel B. Asher
|
|
|
|
|
Intracoastal Capital LLC
|
|
|
|
|
By:
|
/s/ Mitchell P. Kopin
|
|
|
Mitchell P. Kopin, Manager
|
Exhibit 1
JOINT FILING AGREEMENT
The undersigned acknowledge
and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing
additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments,
and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason
to believe that such information is inaccurate.
Date: December 20, 2017
|
/s/ Mitchell P. Kopin
|
|
Mitchell P. Kopin
|
|
|
|
|
/s/ Daniel B. Asher
|
|
Daniel B. Asher
|
|
|
|
|
Intracoastal Capital LLC
|
|
|
|
|
By:
|
/s/ Mitchell P. Kopin
|
|
|
Mitchell P. Kopin, Manager
|
Page 8 of 8