SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1 on
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of
1934
Date of report (Date of earliest event
reported): March 2, 2009 (December 17,
2008)
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)
(301)
366-4841
(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):
[ ] 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))
EXPLANATORY NOTE
This Amendment No. 1 (“Amendment”) on Form
8-K/A amends certain disclosures contained in the Current Report on Form 8-K
filed by Neuralstem, Inc. (“Company”) with the Securities and Exchange
Commission (the “SEC”) on December 18, 2008 (“Original Filing”) with respect to
the placement agent warrant issued to Midtown Partners & Co.
LLC. This Amendment should be read in conjunction with the Original
Filing and any subsequent disclosure made by the Company, including any
amendments thereto. Any terms not specifically defined in this
Amendment shall have the meaning ascribed to them in the Original
Filing.
Item 1.01 Entry into a
Material Definitive Agreement
The
Placement Agent Warrant is exercisable for a period of five years and has an
exercise price per share equal to $2.52, or 120% of the closing market price of
the Company’s common stock on December 16, 2008.
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: March 2,
2009
|
|
|
|