UNITED STATES

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): September 10, 2013 (September 4, 2013)

 

Neuralstem, Inc.

(Exact name of registrant as specified in Charter)

 

Delaware   000-1357459  

52-2007292

 

(State or other jurisdiction of

incorporation or organization)

   (Commission File No.)   (IRS Employee Identification No.)

 

 

9700 Great Seneca Highway, Rockville, Maryland 20850

(Address of Principal Executive Offices)

 

Registrant’s telephone number, including area code (301) 366-4841

 

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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

 

Item 1.01 Entry into a Material Definitive Agreement

 

On September 4, 2013, Neuralstem, Inc. (“Company”) entered into an engagement agreement with T.R. Winston & Company, LLC (“Placement Agent”), relating to the offer and sale of the Company’s securities (“Offering”). On September 4, 2013 and September 9, 2013, the Company entered into securities purchase agreements (“Purchase Agreements”) with accredited investors (“Purchasers”) for the purchase of 2,847,500 units, at a per unit purchase price of $1.60. Each unit (“Unit”) consists of (i) one share of our common stock, par value $0.01 per share (“Shares”) and (ii) a common stock purchase warrant to purchase 0.5 share of common stock with an exercise price of $2.00 per share (“Warrant(s)”).

 

The Offering will close on or about September 9, 2013, subject to customary closing conditions. As compensation for its services, the Company will pay to Placement Agent: (i) a cash fee of $273,360 (6% of the gross proceeds received from the Offering); and (ii) a warrant to purchase up to 170,850 shares of common stock (6% of the Shares issued to Purchasers in the Offering) (“Placement Agent Warrant”). We have also agreed to reimburse the expenses of the Placement Agent in an amount equal to $15,000.

 

In connection with the Offering, the Company will issue an aggregate of 2,847,500 Shares, an aggregate of 1,423,750 Warrants and a Placement Agent Warrant to purchase up to 170,850 shares of common stock. The Warrants have an exercise price of $2.00 and are initially exercisable six months after issuance and have a term of exercise of 5 years. The Placement Agent Warrant has an exercise price of $2.00 and is initially exercisable six months after issuance and terminates on October 14, 2015. Both the Placement Agent Warrant and the Warrants contain provisions providing for the adjustment of the purchase price and number of shares into which the securities are exercisable in the event of Stock Splits or Dividends, Subsequent Rights Offerings, Pro-Rata Distributions and Fundamental Transactions. The Placement Agent Warrant and Warrants do not contain any provisions regarding subsequent securities issuances or so called “price protection provisions.”

 

The gross proceeds from the Offering are $4,556,000. The net offering proceeds to the Company from the sale of the Units, after deducting the placement agent’s fee and associated costs and expenses, is estimated to be $4,243,000. The Offering will close on or about September 10, 2013.

 

The offer and sale of the Units is registered with the Securities and Exchange Commission (the “Commission”) pursuant to the Registration Statement on Form S-3, as amended, declared effective on October 14, 2010 (File No. 333-169847). The terms of the Offering are contained in the Prospectus Supplements filed by the Company on September 6, 2013 and September 10, 2013, respectively, pursuant to Rule 424b5.

 

On September 5, 2013, the Company issued the press release attached hereto as Exhibit 99.1 with respect to the foregoing matters.

 

In connection with the Offering, the Company is filing as exhibits to this Current Report on Form 8-K the following documents:

 

•Exhibit 1.01, Engagement Agreement with the Placement Agent;

 

•Exhibit 4.01, Form Warrant

 

•Exhibits 5.01 and 23.01, the legal opinion and consent of the Silvestre Law Group, P.C. relating to the Units, the Placement Agent Warrant and the shares underlying the Warrants and Placement Agent Warrant; and

 

•Exhibit 10.01, the Form of the Securities Purchase Agreement.

 

The foregoing summary of the terms of the Securities Purchase Agreement, the Placement Agent Agreement and the Form of Warrants, are subject to, and qualified in their entirety by, the form of each respective agreement attached to this Current Report on Form 8-K as Exhibits 10.01, 1.01 and 4.01 respectively and are incorporated herein by reference.

 

 
 

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit

No.

  

 

Description

  
1.01   Form of  Engagement Agreement between the Company and T.R. Winston & Company, LLC  
       
4.01   Form of Warrants  
       
5.01   Opinion of Silvestre Law Group, P.C.  
       
10.01   Form of Securities Purchase Agreement  
       
23.01   Consent of Silvestre Law Group, P.C. (included as part of Exhibit 5.01)  
       
99.1   Press release issued by the Company dated September 5, 2013  

 

 

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.

 

NEURALSTEM, INC
     
By:  

/s/ I. Richard Garr

   

I. Richard Garr

Chief Executive Officer


 

Dated: September 10, 2013

 

 
 

  

INDEX TO EXHIBITS

 

            Incorporated by Reference

Exhibit

No.

  

 

Description

   Filed

Herewith

   Form  

Exhibit

No.

  File No.   Filing Date
1.01  

Form of Engagement Agreement between the Company and T.R. Winston & Company., LLC

   *                
                         
4.01   Form of Warrants   *                
                         
5.01   Opinion of Silvestre Law Group, P.C.   *                
                         
10.01   Form of Securities Purchase Agreement   *                
                         
23.01   Consent of Silvestre Law Group, P.C. (included as part of Exhibit 5.01)          *                
                         
99.1   Press release issued by the Company dated September 5, 2013   *