On March 3, 2013, VistaGen Therapeutics, Inc. (the "Company") issued to certain officers and independent directors of the Company warrants to purchase an aggregate of 3 million restricted shares of common stock of the Company (each a "Warrant", and collectively, the "Warrants"), in consideration for services provided to the Company by each of such officers and independent directors, and as incentives for future performance by such officers and independent directors to advance the interests of the Company's stockholders. Subject to certain vesting conditions, each Warrant is exercisable for $0.64 per share over a 10-year term. A form of the Warrant is attached hereto as Exhibit 10.1.

On March 4, 2013, the Company announced that it has agreed to collaborate with Celsis In Vitro Technologies ("Celsis IVT") on characterizing and functionally benchmarking the Company's human liver cell platform, LiverSafe 3D, with Celsis IVT products for studying and predicting human liver toxicity and drug metabolism issues. Celsis IVT, a subsidiary of Celsis International Ltd, is the premier world provider of specialized in vitro products for the study of metabolism, drug-drug interactions and toxicity in drug discovery and development. A copy of the press release is attached hereto as Exhibit 99.1.

See Exhibit Index.

The foregoing descriptions of the Warrant does not purport to be complete, and is qualified in its entirety by reference to the full text of the Warrant, a form of which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.