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): May 16, 2007
 
 
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):
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
Item 5.03   Amendments to Articles of Incorporation or Bylaws

On May 16, 2007 Neuralstem, Inc’s (“Company”) board of directors adopted a series of changes in its corporate governance to strengthen internal control, bring it into compliance with Sarbanes-Oxley regulations and Securities and Exchange Commission directives, and meet national exchange listing requirements.

Taken as a group, their objectives include ensuring all directors, officers and employees of the company have a common understanding of the standards of behavior and business conduct expected; that there is a mechanism, independent of management, to review the company's financial controls and ensure reporting integrity; that shareholders interests are represented in all important corporate decisions, and that the Company's Board of Directors may obtain information independent of management. The key changes include:

 
·
The establishment of an Audit Committee

 
·
The establishment of a Compensation Committee

 
·
The establishment of a Nominating Committee

 
·
The adoption of a general Code of Ethics which will apply to all directors, officers and employees.

 
·
The establishment of a Compliance Officer position to ensure that violations of the ethics codes or other issues with corporate governance can be investigated independently of those who may be affected.

 
·
The Finance Code of Ethics was amended to include a provision for reporting violations through the Compliance Officer

Pursuant to the powers delegated to Company’s Audit Committee by the Company’s board of directors, the Audit Committee amended and restated the Company’s Code of Ethics by adopting the “Neuralstem Finance Code of Professional Conduct”. The result was to broaden the scope of the prior code. Also, the code as amended requires that the Compliance Officer now be approved by the Company’s Audit Committee prior to be appointed .

Since the Company’s code has been in effect, the Company has not waived compliance.
 
A copy of the amended and Neuralstem Finance Code of Professional Conduct is attached to this Current Report as Exhibit 14.2.
 
Item 9.01       Financial Statement and Exhibits.

Exhibit Number
  
Description
     
14.2
 
Neuralstem Financial Code of Professional Conduct adopted May 16, 2007


 
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: June 6, 2007
 
 
Exhibit 14.2
 
 
Neuralstem Finance Code of Professional Conduct

 
Neuralstem Finance’s mission includes promotion of professional conduct in the practice of financial management. Neuralstem’s Chief Executive Officer (CEO), Chief Financial Officer (CFO), , and other employees of the finance organization hold an important and elevated role in corporate governance in that they are uniquely capable and empowered to ensure that all stakeholders’ interests are appropriately balanced, protected, and preserved. This Finance Code of Professional Conduct embodies principles which we are expected to adhere to and advocate. These principles of ethical business conduct encompass rules regarding both individual and peer responsibilities, as well as responsibilities to Neuralstem employees, the public, and other stakeholders. The CEO, CFO, and Finance organization employees are expected to abide by this Code as well as all applicable Neuralstem business conduct standards and policies or guidelines in Neuralstem’s employee handbook relating to areas covered by the Code. Any violations of the Neuralstem Finance Code of Professional Conduct may result in disciplinary action, up to and including termination of employment.

 
All employees covered by the Finance Code of Professional Conduct will:  

 
 
· Act with honesty and integrity, avoiding actual or apparent conflicts of interest in their personal and professional relationships.

 
 
· Provide stakeholders with information that is accurate, complete, objective, fair, relevant, timely, and understandable, including information in our filings with and other submissions to the U.S. Securities and Exchange Commission and other public bodies.

 
 
· Comply with rules and regulations of federal, state, provincial, and local governments, and of other appropriate private and public regulatory agencies.
   
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Neuralstem Finance Code of Professional Conduct
 
 
· Act in good faith, responsibly, with due care, competence, and diligence, without misrepresenting material facts or allowing one’s independent judgment to be subordinated.

 
 
· Respect the confidentiality of information acquired in the course of one’s work except when authorized or otherwise legally obligated to disclose.

 
 
· Not use confidential information acquired in the course of one’s work for personal advantage.

 
 
· Share knowledge and maintain professional skills important and relevant to stakeholders’ needs.

 
 
· Proactively promote and be an example of ethical behavior as a responsible partner among peers, in the work environment and the community.

 
 
· Exercise responsible use, control, and stewardship over all Neuralstem assets and resources that are employed by or entrusted to us.

 
 
· Not coerce, manipulate, mislead, or unduly influence any authorized audit or interfere with any auditor engaged in the performance of an independent audit of Neuralstem’s system of internal controls, financial statements, or accounting books and records.

 
If you are aware of any suspected or known violations of this Code of Professional Conduct, the Standards of Business Conduct, or other Neuralstem policies or guidelines, you have a duty to promptly report such concerns either to the Chairman of the Board of Directors or the Audit Committee which is comprised of Independent Directors.

 
If you have a concern about a questionable accounting or auditing matter and wish to submit the concern confidentially or anonymously, you may do so by contacting the Compliance Officer by email; complianceofficer@neuralstem.com.
   
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Neuralstem Finance Code of Professional Conduct
 
 
Neuralstem will handle all inquiries discreetly and make every effort to maintain, within the limits allowed by law, the confidentiality of anyone requesting guidance or reporting questionable behavior and/or a compliance concern.

 
It is Neuralstem’s intention that this Code of Professional Conduct be its written code of ethics under Section 406 of the Sarbanes-Oxley Act of 2002 complying with the standards set forth in Securities and Exchange Commission Regulation S-K Item 406.
   
   
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