Amended Statement of Ownership (sc 13g/a)
February 13 2018 - 5:38AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
VistaGen
Therapeutics, Inc.
(Name
of Issuer)
Common
Stock, $0.001 par value per share
(Title
of Class of Securities)
9284OH202
(CUSIP
Number)
December
31, 2017
(Date
of Event Which Requires F
iling of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
a. ☐
Rule 13d-1(b)
b. ☒
Rule 13d-1(c)
c. ☐
Rule 13d-1(d)
*
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
2,245,667
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
2,245,667
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,245,667 (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)
9.5% (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
2,245,667
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
2,245,667
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,245,667 (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)
9.5% (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
2,245,667
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
2,245,667
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,245,667 (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)
9.5% (see Item 4)
|
12.
|
Type of Reporting Person (See Instructions)
OO
|
This
Amendment No. 1 is being filed jointly by the Reporting Persons and amends the Schedule 13G initially filed by the Reporting
Persons with the Securities and Exchange Commission (the “
SEC
”) on December 20, 2017 (the “
Schedule 13G
”).
Except
as set forth below, all Items of the Schedule 13G remain unchanged. All capitalized terms not otherwise defined herein shall
have the meanings ascribed to such terms in the Schedule 13G.
As
of close of business on December 31, 2017, each of the Reporting Persons may have been deemed to have beneficial ownership of
2,245,667
shares
of Common Stock, which consisted of
(i)
579,000 shares of Common Stock
held by Intracoastal and (ii) 1,666,667 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 9.5% 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)
1,666,667 shares of Common Stock
issuable upon exercise of the Intracoastal Warrant
.
(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:
2,245,667
.
(3)
Sole power to dispose or to direct the disposition of
0
.
(4)
Shared power to dispose or to direct the disposition of
2,245,667
.
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: February 13, 2018
|
|
|
|
|
/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
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