Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

Adler Reid G.

2. Date of Event Requiring Statement (MM/DD/YYYY) 5/2/2022

3. Issuer Name and Ticker or Trading Symbol

VistaGen Therapeutics, Inc. [VTGN]

(Last) (First) (Middle)

C/O VISTAGEN THERAPEUTICS, INC., 343 ALLERTON AVENUE

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director _____ 10% Owner
___X___ Officer (give title below) _____ Other (specify below)
CHIEF LEGAL OFFICER /

(Street)

SOUTH SAN FRANCISCO, CA 94080

(City) (State) (Zip)

5. If Amendment, Date Original Filed(MM/DD/YYYY)

6. Individual or Joint/Group Filing(Check Applicable Line)

_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	34629	D

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽¹⁾	6/6/2023	Common Stock	2500	$8	D
Stock Option (Right to Buy)	⁽²⁾	9/19/2027	Common Stock	50000	$1.56	D
Stock Option (Right to Buy)	⁽³⁾	2/2/2028	Common Stock	25000	$1.16	D
Stock Option (Right to Buy)	⁽⁴⁾	5/23/2029	Common Stock	20000	$1	D
Stock Option (Right to Buy)	⁽⁵⁾	10/21/2029	Common Stock	25000	$1.41	D
Stock Option (Right to Buy)	⁽⁶⁾	4/23/2030	Common Stock	25000	$0.398	D
Stock Option (Right to Buy)	⁽⁷⁾	7/16/2031	Common Stock	50000	$2.74	D
Stock Option (Right to Buy)	⁽⁸⁾	3/1/2032	Common Stock	50000	$1.37	D

Explanation of Responses:
(1)	Stock options are fully vested as of the date of this report.
(2)	Stock options are fully vested as of the date of this report.
(3)	Stock options are fully vested as of the date of this report.
(4)	Stock options are fully vested as of the date of this report.
(5)	Stock options are fully vested as of the date of this report.
(6)	Stock options are fully vested as of the date of this report.
(7)	25% of the stock options vested on July 16, 2021 (the "Vesting Start Date") and 1/24th of the remaining number of shares vest monthly thereafter until all awarded shares are fully vested two (2) years after the Vesting Start Date.
(8)	25% of the stock options vested on March 1, 2022 (the "Vesting Start Date") and 1/24th of the remaining number of shares vest monthly thereafter until all awarded shares are fully vested two (2) years after the Vesting Start Date.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Adler Reid G. C/O VISTAGEN THERAPEUTICS, INC. 343 ALLERTON AVENUE SOUTH SAN FRANCISCO, CA 94080			CHIEF LEGAL OFFICER

Signatures
/s/ Jerrold D. Dotson, Attorney-in-Fact		5/3/2022
^**Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.