Current Report Filing (8-k)
July 18 2019 - 9:11AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event
reported): July 18, 2019 (July 14, 2019)
Neuralstem, Inc.
(Exact name of registrant as specified
in Charter)
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Delaware
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001-33672
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52-2007292
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(State or other jurisdiction
of
incorporation or organization)
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(Commission File No.)
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(IRS Employee Identification No.)
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20271 Goldenrod Lane, 2
nd
Floor, Germantown, Maryland 20876
(Address of Principal Executive Offices)
(301) 366-4960
(Issuer Telephone number)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of
the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [ ]
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Securities registered pursuant to Section 12(b) of the Act:
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Title of Class
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Trading Symbol
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Name of Each Exchange on Which Registered
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Common stock, par value $0.01 per share
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CUR
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The Nasdaq Capital Market LLC
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Item 5.02.
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Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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On July 14, 2019, the board of directors
(“Board”) of Neuralstem, Inc. (the “Company”) was expanded from seven (7) to eight (8) members upon the
appointment of Mary Ann Gray, PhD. Dr. Gray will serve as a Class II director until the Company’s 2022 annual shareholder
meeting or until such time as she resigns, is removed, or her successor is appointed. In connection with her appointment, Dr. Gray
will enter into the Company’s standard indemnification agreement.
There are no family relationships among
Dr. Gray and any of our executive officers or directors.
Dr. Gray will serve on the Company’s
audit committee.
As compensation for her services on the
Board, Dr. Gray will participate in the Company’s non-executive board compensation plan as described in the Company’s
Current Report on Form 8-K filed with the Securities Exchange Commission on June 27, 2017, the description of which is incorporated
herein by reference.
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Item 5.03
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Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year
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On June 18, 2019, the Company disclosed
in a Current Report on Form 8-K that on June 12, 2019, the Company held its annual meeting of its shareholders (the “Annual
Meeting”) at the Company’s headquarters in Germantown, Maryland. At the Annual Meeting, the shareholders of the Company
approved, among other things, a proposal to authorize the board of directors of the Company (“Board”), in its discretion,
to effect a reverse stock split of the Company’s common stock, par value $0.01 (the “Common Stock”) at a ratio,
ranging from one-for-two to one-for-twenty five (1:2 to 1:25), to be determined by the Board and effected, if at all, within one
year from the date of the Annual Meeting.
The Board has approved a one-for-twenty
(1-for-20) reverse stock split of the Common Stock (the “Reverse Stock Split”). To effect the Reverse Stock Split,
the Company has filed an amended and restated certificate of incorporation (“Certificate of Incorporation”) with the
Secretary of State of Delaware. The Reverse Stock Split will be effective as of 5:00 p.m. Eastern Time on July 17, 2019. Accordingly,
each of the Company’s shareholders will receive one (1) new share of Common Stock for every twenty (20) shares
such shareholder held immediately prior to the effective time of the Reverse Stock Split. The Reverse Stock Split affects all the
Company’s issued and outstanding shares of Common Stock. The Reverse Stock Split will also affect the Company’s outstanding
stock options, warrants and other exercisable or convertible instruments and will result in the shares underlying such instruments
being reduced and the exercise price being increased proportionately to the Reverse Stock Split ratio. No fractional shares will
be issued as a result of the Reverse Stock Split. Any fractional shares that would have otherwise resulted from the Reverse Stock
Split will be rounded up to the next whole number of shares.
As a result of the Reverse Stock Split,
the number of issued and outstanding shares of Common Stock will be adjusted from 21,337,491 shares to approximately 1,066,875
shares. The number of authorized shares of Common Stock and preferred stock under the Certificate of Incorporation remains the
same.
Pursuant to the terms of the Certificate
of Designation for the issued and outstanding shares of the Company’s Series A 4.5% Convertible Preferred Stock, par value
$0.01 per share and stated value of $12.7895 per share (the “Series A Preferred Stock”), the conversion price at which
shares of Series A Preferred Stock may be converted into shares of Common Stock will be proportionately adjusted to reflect the
Reverse Stock Split.
The Common Stock will begin trading on
post Reverse Stock Split basis on the NASDAQ Capital Market tier of the NASDAQ Stock Market, at the open of the market on July
18, 2019. The Company’s trading symbol will remain “CUR”. The new CUSIP number for the Common Stock following
the Reverse Stock Split is 64127R 500.
The information set forth herein is qualified
in its entirety by the terms contained in the Certificate of Incorporation, a copy of which is attached to this report as Exhibit
3.01(i).
On July 16, 2019, the Company announced
the Reverse Stock Split as described in Item 5.03. A copy of the press release is attached to this report as Exhibit 99.01.
On July 18, 2019, the Company announced
the appointment of Dr. Mary Ann Gray to the Board as described in Item 5.02. A copy of the press release is attached to this report
as Exhibit 99.02.
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Item 9.01
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Financial Statements and Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto
duly authorized.
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Date:
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July 18, 2019
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Neuralstem, Inc.
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/s/ Kenneth Carter
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By: Kenneth Carter
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Executive Chairman
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