SC 13G 1 p23-2550sc13g.htm VISTAGEN THERAPEUTICS, INC.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

Vistagen Therapeutics, Inc.
(Name of Issuer)

Common Stock, par value $0.001 per share
(Title of Class of Securities)

92840H400
(CUSIP Number)

October 4, 2023
(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨	Rule 13d-1(b)
ý	Rule 13d-1(c)
¨	Rule 13d-1(d)

(Page 1 of 7 Pages)

______________________________

*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. 92840H400

13G

Page 2 of 7 Pages

1	NAME OF REPORTING PERSON Point72 Asset Management, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 1,565,829 shares of Common Stock (including 822,334 shares of Common Stock issuable upon exercise warrants)
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 1,565,829 shares of Common Stock (including 822,334 shares of Common Stock issuable upon exercise warrants)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,565,829 shares of Common Stock (including 822,334 shares of Common Stock issuable upon exercise warrants)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.6%
12	TYPE OF REPORTING PERSON PN

CUSIP No. 92840H400

13G

Page 3 of 7 Pages

1	NAME OF REPORTING PERSON Point72 Capital Advisors, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 1,565,829 shares of Common Stock (including 822,334 shares of Common Stock issuable upon exercise warrants)
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 1,565,829 shares of Common Stock (including 822,334 shares of Common Stock issuable upon exercise warrants)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,565,829 shares of Common Stock (including 822,334 shares of Common Stock issuable upon exercise warrants)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.6%
12	TYPE OF REPORTING PERSON CO

CUSIP No. 92840H400

13G

Page 4 of 7 Pages

1	NAME OF REPORTING PERSON Steven A. Cohen
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 1,565,829 shares of Common Stock (including 822,334 shares of Common Stock issuable upon exercise warrants)
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 1,565,829 shares of Common Stock (including 822,334 shares of Common Stock issuable upon exercise warrants)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,565,829 shares of Common Stock (including 822,334 shares of Common Stock issuable upon exercise warrants)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.6%
12	TYPE OF REPORTING PERSON IN

CUSIP No. 92840H400

13G

Page 5 of 7 Pages

Item 1(a).	Name of Issuer.
	Vistagen Therapeutics, Inc. (the “Issuer”)

Item 1(b).	Address of Issuer's Principal Executive Offices.
	343 Allerton Avenue, South San Francisco, CA 94080

Item 2(a).	Name of Person Filing.
	This statement is filed by: (i) Point72 Asset Management, L.P. (“Point72 Asset Management”) with respect to shares of common stock, par value $0.001 per share (“Common Stock”), of the Issuer held by (and underlying warrants held by) Point72 Associates, LLC, an investment fund it manages (“Point72 Associates”); (ii) Point72 Capital Advisors, Inc. (“Point72 Capital Advisors Inc.”) with respect to the shares of Common Stock held by (and underlying warrants held by) Point72 Associates; and (iii) Steven A. Cohen (“Mr. Cohen”) with respect to the shares of Common Stock beneficially owned by Point72 Asset Management and Point72 Capital Advisors Inc.

	Point72 Asset Management, Point72 Capital Advisors Inc., and Mr. Cohen have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.

Item 2(b).	Address of Principal Business Office.
	The address of the principal business office of Point72 Asset Management, Point72 Capital Advisors Inc., and Mr. Cohen is 72 Cummings Point Road, Stamford, CT 06902.

Item 2(c).	Place of Organization.
	Point72 Asset Management is a Delaware limited partnership. Point72 Capital Advisors Inc. is a Delaware corporation. Mr. Cohen is a United States citizen.

Item 2(d).	Title of Class of Securities.
	Common Stock, par value $0.001 per share

Item 2(e).	CUSIP Number.
	92840H400

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.

Item 4.	Ownership.
	The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person. Such information is as of the close of business on October 4, 2023.

	Point72 Asset Management, Point72 Capital Advisors Inc., and Mr. Cohen own directly no shares of Common Stock. Pursuant to an investment management agreement, Point72 Asset Management maintains investment and voting power with respect to the securities held by Point72 Associates. Point72 Capital Advisors Inc. is the general partner of Point72 Asset Management. Mr. Cohen controls each of Point72 Asset Management and Point72 Capital Advisors Inc. The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the shares of Common Stock reported herein.

CUSIP No. 92840H400

13G

Page 6 of 7 Pages

The aggregate percentage of the shares of Common Stock reported to be beneficially owned by each Reporting Person is based on 27,023,038 shares of Common Stock outstanding which is the sum of (i) 7,875,151 shares of Common Stock outstanding as of June 30, 2023, as reported in the Issuer’s Prospectus filed pursuant to Rule 424(b)(5) with the Securities and Exchange Commission (“SEC”) on October 3, 2023 (the “Prospectus”); (ii) 4,137,077 shares of Common Stock sold under the Issuer’s ATM program since June 30, 2023, as reported in the Prospectus; and (iii) 15,010,810 shares of Common Stock issued by the Issuer as described in the Prospectus, and assumes the exercise of the warrants reported herein.

Item 5.	Ownership of Five Percent or Less of a Class.
	If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ ].

Item 6.	Ownership of More Than Five Percent on Behalf of Another Person.
	Point72 Associates has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5 percent of the outstanding shares of Common Stock.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not applicable.

Item 8.	Identification and Classification of Members of the Group.
	Not applicable.

Item 9.	Notice of Dissolution of Group.
	Not applicable.

Item 10.

Certification.

By signing below each Reporting Person certifies that, to the best of its 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.

CUSIP No. 92840H400

13G

Page 7 of 7 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: October 5, 2023
	POINT72 ASSET MANAGEMENT, L.P.

	By:	/s/ Jason M. Colombo
	Name: Jason M. Colombo
	Title: Authorized Person
	POINT72 CAPITAL ADVISORS, INC.

	By:	/s/ Jason M. Colombo
	Name: Jason M. Colombo
	Title: Authorized Person

	STEVEN A. COHEN

	By:	/s/ Jason M. Colombo
	Name: Jason M. Colombo
	Title: Authorized Person

SEC Form SC 13G filed by VistaGen Therapeutics Inc.