Delaware
|
52-2007292
|
|
(State or Other Jurisdiction of
Incorporation or
Organization)
|
(I.R.S. Employer Identification
Number)
|
Title
of Each Class of
Securities
to be Registered
|
Amount
to
be
Registered(1)
|
Proposed
Offering
Price
Per
Share
|
Proposed
Aggregate
Offering
Price
|
Amount
Of
Registration
Fee
|
||||||||||||
Common
Stock underlying Warrants(3)
|
1,884,672 |
(2)
|
$ | 1.25 | $ | 2,355,840 | $ | 92.58 | ||||||||
Common
Stock underlying Warrants(4)
|
100,000 |
(2)
|
$ | 1.64 | $ | 164,002 | $ | 6.45 | ||||||||
Total
|
1,984,672 | $ | 2,519,842 | $ | 99.03 |
(1)
|
Pursuant
to SEC Rule 416, also covers additional common shares that may be offered
to prevent dilution as a result of stock splits, stock dividends or
that
may be required
for delivery upon exercise of any warrants as a result of anti-dilution
provisions
.
|
(2)
|
Calculated
in accordance with Rule 457(i) with respect to the per share exercise
price of the warrant.
|
(3)
|
Common Stock underlying Series C
Warrants with a $1.25 exercise price. The warrants were issued
pursuant to certain anti-dilution protection clauses contained in the
holders pre-existing warrants.
|
(4)
|
Common Stock
underlying warrants with a $1.64 exercise price issued to a consultant as
compensation.
|
Page
|
|
Prospectus
Summary
|
1
|
The
Offering
|
2
|
Forward
Looking Statements
|
3
|
Risk
Factors
|
3
|
Use
of Proceeds
|
12
|
Determination
of Offering Price
|
12
|
Selling
Shareholders
|
12
|
Plan
of Distribution
|
15
|
Transfer
Agent
|
16
|
Legal
Matters
|
16
|
Experts
|
16
|
Where
you can Find More Information
|
17
|
Incorporation
of Certain Information by Reference
|
17
|
Common
stock being offered by Selling Shareholders
|
Up
to 1,984,672 shares
|
|
American
Stock Exchange Symbol
|
CUR
|
|
Risk
Factors
|
The
securities offered by this prospectus are speculative and involve a high
degree of risk and investors purchasing securities should not purchase the
securities unless they can afford the loss of their entire investment. See
“Risk Factors” beginning on page
3.
|
|
Use
of Proceeds
|
We
will not receive any proceeds from the sale of the common shares by the
Selling Shareholders. In the event the warrants held by the
Selling Shareholders are exercised for cash, we will receive approximately
$2,519,840. The proceeds, if any, will be used for general
working capital.
|
·
|
the success of our research and
development activities, the development of a viable comme
rcial product
, and the speed with which
regulatory authorizations and product launches may be
achieved;
|
·
|
whether or not a market for our
product develops and, if a market develops, the rate at which it
develops;
|
·
|
our ability to successfully sell
our products if a market
develops;
|
·
|
our ability to attract and retain
qualified personnel to implement our growth
strategies;
|
·
|
our ability to develop sales,
marketing, and distribution
capabilities;
|
·
|
our ability to obtain
reimbursement from third party payers for
our proposed
products
if and when they are
developed
;
|
·
|
the accuracy of our estimates and
projections;
|
·
|
our ability to fund our short-term
and long-term financing
needs;
|
·
|
changes in our business plan and
corporate strategies; and
|
·
|
other risks and uncertainties
discussed in greater detail in the section captioned “Risk
Factors”
|
·
|
continued
progress and cost of its research and development
programs;
|
·
|
progress
with pre-clinical studies and clinical
trials;
|
·
|
time
and costs involved in obtaining regulatory
clearance;
|
·
|
costs
involved in preparing, filing, prosecuting, maintaining and enforcing
patent claims;
|
·
|
costs
of developing sales, marketing and distribution channels and its ability
to sell the Company's stem cell products if
developed;
|
·
|
costs
involved in establishing manufacturing capabilities for commercial
quantities of its products;
|
·
|
competing
technological and market
developments;
|
·
|
market
acceptance of its proposed stem cell
products;
|
·
|
costs
for recruiting and retaining employees and consultants;
and
|
·
|
costs
for educating and training physicians about its proposed stem cell
products.
|
•
|
delays in demonstrating sufficient
safety and efficacy to obtain regulatory approval to commence a clinical
trial;
|
||
•
|
delays in reaching agreement on
acceptable terms with prospective contract research organizations and
clinical trial sites;
|
||
•
|
delays in manufacturing quantities
of a product candidate sufficient for clinical
trials;
|
||
•
|
delays in obtaining approval of an
Investigational New Drug Application (“
IND
”) from the United States Food and
Drug Administration (“FDA”) or similar foreign
approval;
|
||
•
|
delays in obtaining institutional
review board approval to conduct a clinical trial at a prospective site;
and
|
||
•
|
Insufficient financial
resources.
|
·
|
the
Company's establishment and demonstration to the medical community of the
clinical efficacy and safety of its proposed products;
|
·
|
the
Company's ability to create products that are superior to alternatives
currently on the market;
|
·
|
the
Company's ability to establish in the medical community the potential
advantage of its treatments over alternative treatment methods;
and
|
·
|
the
reimbursement policies of government and third-party
payors.
|
·
|
We
currently
do
not
maintain “key person” life insurance on the life of Mr.
Garr. As a result, the Company will not receive any compensation upon the
death or incapacity of this key individuals;
|
·
|
We
currently
do
maintain
“key person” life insurance on the life of Mr. Johe. As a result, the
Company will receive approximately $1,000,000 in the event of his death or
incapacity.
|
·
|
The
University of California, San
Diego;
|
·
|
University
of Central Florida;
|
·
|
University
of Florida;
|
·
|
University
of Michigan;
|
·
|
Professor
Guido Nikkah Ph.D of Albert-Ludwigs-University in Freiburg, Germany;
and
|
·
|
China
Medical University & Hospital of
Taiwan
|
Common
Shares
Owned Before Sale
(1)
|
Common
Shares
Owned After
Sale
|
|||||||||||||||||
Selling
Shareholder
|
Common
Shares
|
Warrants
|
Amount
|
%
of Class
|
Shares being
registered
|
Amount
|
%
of Class
|
|||||||||||
JMG
Capital Partners, L.P.
|
(2)(4)(i)
|
558,819
|
667,834
|
(4)(ii)
|
1,226,653
|
3.6%
|
90,000
|
1,136,653
|
3.4%
|
|||||||||
JMG
Triton Offshore Fund, Ltd.
|
(2)(5)(i)
|
558,820
|
667,834
|
(5)(ii)
|
1,226,654
|
3.6%
|
90,000
|
1,136,654
|
3.4%
|
|||||||||
MM
& B Holdings, a California general partnership
|
(2)(6)(i)
|
537,000
|
440,000
|
(6)(ii)
|
997,000
|
3.0%
|
240,000
|
757,000
|
2.2%
|
|||||||||
Apex
Investment Fund, Ltd.
|
(2)(7)(i)
|
300,000
|
220,000
|
(7)(ii)
|
520,000
|
1.5%
|
120,000
|
400,000
|
1.2%
|
|||||||||
IRA
FBO J. Steven Emerson Rollover Account II Pershing LLC as
Custodian
|
(2)(8)(i)
|
270,000
|
198,000
|
(8)(ii)
|
468,000
|
1.4%
|
108,000
|
360,000
|
1.1%
|
|||||||||
W.
Robert Ramsdell & Marjorie F. Ramsdell TTEE Ramsdell Family Trust DTD
7/7/94
|
(2)(9)(i)
|
30,000
|
44,000
|
(9)(ii)
|
74,000
|
*
|
24,000
|
50,000
|
*
|
|||||||||
TRW
Capital Growth Fund, LP
|
(2)(10)(i)
|
105,300
|
66,000
|
(10)(ii)
|
171,300
|
*
|
36,000
|
135,300
|
*
|
|||||||||
The
Jay Goldman Master Limited Partnership
|
(2)(11)(i)
|
0
|
88,000
|
(11)(ii)
|
88,000
|
*
|
48,000
|
40,000
|
*
|
|||||||||
Woodmont
Investments
|
(2)(12)(i)
|
0
|
88,000
|
(12)(ii)
|
88,000
|
*
|
48,000
|
40,000
|
*
|
|||||||||
Newberg
Family Trust UTD 12/18/90
|
(2)(13)(i)
|
60,528
|
176,000
|
(13)(ii)
|
176,000
|
*
|
96,000
|
80,000
|
*
|
|||||||||
Bristol
Investment Fund, Ltd.
|
(2)(14)(i)
|
1,200
|
440,000
|
(14)(ii)
|
441,200
|
*
|
240,000
|
201,200
|
*
|
|||||||||
The
Muhl Family Trust, Philip E. Muhl & Kristin A. Muhl TTEES
DTD 10-11-95
|
(2)(15)(i)
|
60,000
|
44,000
|
(15)(ii)
|
104,000
|
1.3%
|
24,000
|
80,000
|
*
|
|||||||||
Charles
B. Runnels Family Trust DTD 10-14-93, Charles B Runnels & Amy Jo
Runnels TTEES
|
(2)(16)(i)
|
15,000
|
11,000
|
(16)(ii)
|
26,000
|
*
|
6,000
|
20,000
|
*
|
|||||||||
John
W. Galuchie Jr. & Marianne C. Galuchie TTEES Galuchie Living Trust DTD
9-11-00
|
(2)(17)(i)
|
6,375
|
4,400
|
(17)(ii)
|
10,775
|
*
|
2,400
|
8,375
|
*
|
|||||||||
Steven
B. Dunn
|
(2)
|
410,000
|
110,000
|
(18)
|
520,000
|
1.5%
|
60,000
|
460,000
|
1.4%
|
|||||||||
Andrew
Lessman
|
(2)
|
851,417
|
691,416
|
(19)
|
1,542,833
|
4.6%
|
240,000
|
1,302,833
|
3.9%
|
|||||||||
T.R.
Winston & Company, LLC
|
(2)(20)(i)
|
5,000
|
1,325,822
|
(20)(ii)
|
1,330,822
|
3.9%
|
412,272
|
918,550
|
2.7%
|
|||||||||
James
Sasser
|
(3)
|
100,000
|
100,000
|
100,000
|
||||||||||||||
Total
|
3,769,459
|
5,406,306
|
9,135,237
|
1,984,672
|
7,126,565
|
|
(1)
|
Pursuant
to Rules 13d-3 and 13d-5 of the Exchange Act, beneficial ownership
includes any common shares as to which a shareholder has sole or shared
voting power or investment power, and also any common shares which the
shareholder has the right to acquire within 60 days, including upon
exercise of common shares purchase options or warrants. There
were 33,751,300 common shares outstanding as of January 27,
2008.
|
(2)
|
On
December 18, 2008, the Company completed an offering of its common stock
at $1.25 per share. As a result, certain anti-dilution
provisions in Series C Warrants held by the Selling Shareholder were
triggered. These anti-dilution provisions resulted in the
exercise price of the outstanding Series C Warrants being reduced to $2.75
from $1.25. Additionally, the Company became obligated to issue
the Selling Shareholders 1,884,672 additional Series C Warrants, of which
the common stock underlying such warrants is being registered in the
prospectus.
|
(3)
|
On
January 12, 2009,
the Company issued
warrants to acquire 100,000 common
shares at an exercise price of $1.64. The warrants were issued
as compensation for consulting services.
|
(4)
|
(i) JMG
Capital Partners, L.P. (“JMG Partners”) is a California limited
partnership. Its general partner is JMG Capital Management, LLC
(the “Manager”), a Delaware limited liability company and its investment
adviser that has voting and dispositive power of JMG Partners’
investments, including the securities being registered
herein. The equity interests of the Manager are owned by JMG
Capital Management, Inc., (“JMG Capital”) a California corporation and
Asset Alliance Holding Corp., a Delaware corporation. Jonathan
M. Glaser is the Executive Officers and Director to JMG Capital and has
sole investment discretion over JMG Partners’ portfolio
holdings. (ii) Includes: (a) 251,417 Series A
warrants; (b) 251,417 Series B warrants; and (c) 165,000 Series C
Warrants.
|
(5)
|
(i) JMG
Triton Offshore Fund, Ltd. (the “Fund”) is an international business
company organized under the laws of the British Virgin
Islands. The Fund’s investment manager is Pacific Asset
Management, LLC, a Delaware limited liability company (the “Manager”) that
has voting and dispositive power over the Fund’s investments, including
the securities being registered herein. The equity interest of
the Manager are owned by Pacific Capital Management, Inc., a
California corporation (“Pacific”) and Asset Alliance Holding Corp., a
Delaware corporation. The equity interests of Pacific are owned
by Messrs. Roger Richter, Jonathan M. Glaser and Daniel A.
David. Messrs. Glaser and Richter have sole investment
discretion of the Fund’s portfolio
holdings. (ii) Includes: (a) 251,417 Series A
warrants; (b) 251,417 Series B warrants; and (c) 165,000 Series C
Warrants.
|
(6)
|
Bryan
Ezralow as Trustee of the General Partner, the Bryan Ezralow 1994 Trust,
has voting and dispositive power with respect to the securities to be
offered for resale. Includes 440,000 Series C
Warrants.
|
(7)
|
(i) Susan
Fairhurst as Director of Apex Investment Fund, Ltd. has dispositive power
with respect to the securities to be offered for
resale. (ii) Includes 220,000 Series C
Warrants.
|
(8)
|
(i) Steven
Emerson has voting and dispositive power with respect to the securities to
be offered for resale. (ii) Includes 198,000 Series C
Warrants.
|
(9)
|
(i) W.
Robert Ramsdell as Trustee has voting and dispositive power with respect
to the securities to be offered for resale. (ii) Includes
44,000 Series C Warrants.
|
(10)
|
(i) G.
Tyler Runnels as Managing Principal of the general partner has voting and
dispositive power with respect to the securities to be offered for resale.
(ii) Includes 66,000 Series C Warrants.
|
(11)
|
(i) Jay
G. Goldman as Managing Partner
has voting and
dispositive power with respect to the securities to be offered for resale.
(ii) Includes 88,000 Series C Warrants.
|
(12)
|
(i) Jay
G. Goldman as Sole Member has voting and dispositive power with respect to
the securities to be offered for resale. (ii) Includes 88,000 Series C
Warrants.
|
(13)
|
(i) Bruce
Newberg as Trustee has voting and dispositive power with respect to the
securities to be offered for resale. (ii) Includes 176,000 Series C
Warrants.
|
(14)
|
(i) Bristol
Capital Advisors, LLC (“BCA”) is the investment advisor to Bristol
Investment Fund, Ltd. (“Bristol”). Paul Kessler is the manager
of BCA and as such has voting and investment control over the securities
held by Bristol. Mr. Kessler disclaims beneficial ownership of
these securities. (ii) Includes 440,000 Series C
Warrants.
|
(15)
|
(i) Philip
Muhl as Trustee has voting and dispositive power with respect to the
securities to be offered for resale. (ii) Includes 44,000
Series C Warrants.
|
(16)
|
(i) Charles
B. Runnels as Trustee has voting and dispositive power with respect to the
securities to be offered for resale. (ii) Includes 11,000
Series C Warrants.
|
(17)
|
(i) John
W. Galuchie, Jr. as Trustee has dispositive power with respect to the
securities to be offered for resale. (ii) Includes 4,400 Series C
Warrants.
|
(18)
|
Includes
110,000 Series C Warrants.
|
(19)
|
Includes:
(i) 125,708 Series A warrants; (ii) 125,708 Series B warrants; and (iii)
440,000 Series C Warrants.
|
(20)
|
(i)
G. Tyler Runnels, CEO, has dispositive power with respect to the
securities to be offered for resale. Includes: (a) 619,070
common stock purchase warrants with an exercise price of $1.10 per share,
and (b) 706,752 Series C
Warrants.
|
|
·
|
ordinary
brokerage transactions and transactions in which the broker-dealer
solicits purchasers;
|
|
·
|
block
trades in which the broker-dealer will attempt to sell the shares as agent
but may position and resell a portion of the block as principal to
facilitate the transaction;
|
|
·
|
purchases
by a broker-dealer as principal and resale by the broker-dealer for its
account;
|
|
·
|
an
exchange distribution in accordance with the rules of the applicable
exchange;
|
|
·
|
privately
negotiated transactions;
|
|
·
|
settlement
of short sales entered into after the effective date of the registration
statement of which this prospectus is a
part;
|
|
·
|
broker-dealers
may agree with the Selling Shareholder to sell a specified number of such
shares at a stipulated price per
share;
|
|
·
|
through
the writing or settlement of options or other hedging transactions,
whether through an options exchange or
otherwise;
|
|
·
|
a
combination of any such methods of sale;
or
|
|
·
|
any
other method permitted pursuant to applicable
law.
|
·
|
Our Annual Report on Form 10-KSB
filed with the Commission on March 27, 2008, for the year ended
December 31, 2007;
|
·
|
Our Definitive Proxy Statement on
Schedule 14A, filed with the Commission on Aril 24,
2008;
|
·
|
Our Quarterly Report on Form 10-Q
for the quarter ended March 31, 2008, filed with the Commission on
May 15, 2008;
|
·
|
Our Quarterly Report on Form 10-Q
for the quarter ended June 30, 2008, filed with the Commission on August
14, 2008;
|
·
|
Our Quarterly Report on Form 10-Q
for the quarter ended September 30, 2008, filed with the Commission on
November 13, 2008;
|
·
|
Our Current Report on Form 8-K
filed with the Commission on February 25,
2008;
|
·
|
Our Current Report on Form 8-K
filed with the Commission on March 28,
2008;
|
·
|
Our Current Report on Form 8-K
filed with the Commission on April 16,
2008;
|
·
|
Our Current Report on Form 8-K
filed with the Commission on May 1,
2008;
|
·
|
Our Current Report on Form 8-K
filed with the Commission on May 6,
2008;
|
·
|
Our Current Report on Form 8-K,
filed with the Commission on May 12,
2008;
|
·
|
Our Current Report on Form 8-K,
filed with the Commission on May 15,
2008;
|
·
|
Our Current Report on Form 8-K
filed with the Commission on July 31,
2008;
|
·
|
Our Current Report on Form 8-K
filed with the Commission on September 9, 2008;
|
·
|
Our Current Report on Form 8-K
filed with the Commission on December 18, 2008 disclosing the Company
entering into a material definitive agreement;
and
|
·
|
The description of our common
stock contained in our Registration Statement on Form SB-2
(Registration No. 333-142451), as amended (the "Registration
Statement"), filed under the Securities Act of 1933, as amended, with the
Commission on April 30, 2007 and declared effective May 4, 2007.
|
SEC
Registration Fee
|
$
|
N/A
|
||
Financial
Printer to EDGARize and Print Registration Statement
|
2,000
|
*
|
||
Legal
Fees and Expense
|
20,000
|
*
|
||
Accounting
Fees and Expenses
|
10,000
|
*
|
||
Miscellaneous
|
5,000
|
*
|
||
Total
|
$
|
37,000
|
*
|
Exhibit
Number
|
Description
|
|
5.1
|
*
|
Consent
of the Law Office of Raul Silvestre & Associates,
APLC
|
10.1
|
*
|
Form of consultant warrant |
23
(a)
|
*
|
Consent
of Stegman & Company
|
23
(b)
|
*
|
Consent
of David Banerjee, CPA
|
23
(c)
|
*
|
Consent
of the Law Office of Raul Silvestre & Associates, APLC, filed as part
of Exhibit
5.1
|
NEURALSTEM,
INC.
|
|||
|
By:
|
/s/ I. Richard Garr | |
I.
Richard Garr, President, Chief Executive Officer and
Director
|
|||
Name
|
Title
|
Date
|
||
/s/
I. Richard Garr
|
President, Chief Executive
Officer and
|
February
3, 2009
|
||
I.
Richard Garr
|
Director (Principal executive officer) | |||
/s/
John Conron
|
Chief Financial
Officer
|
February
3, 2009
|
||
John
Conron
|
(Principal financial and accounting officer) | |||
/s/
Karl Johe
|
Chairman of the Board and
Director
|
February
3, 2009
|
||
Karl
Johe
|
||||
/s/ William Oldaker |
Director
|
February
3, 2009
|
||
William Oldaker | ||||
/s/ Scott Ogilvie |
Director
|
February
3, 2009
|
||
Scott Ogilvie |
Exhibit
Number
|
Description
|
|
5.1
|
*
|
Consent
of the Law Office of Raul Silvestre & Associates,
APLC
|
10.1
|
*
|
Form of consultant warrant |
23
(a)
|
*
|
Consent
of Stegman & Company
|
23
(b)
|
*
|
Consent
of David Banerjee, CPA
|
23
(c)
|
*
|
Consent
of the Law Office of Raul Silvestre & Associates, APLC, filed as part
of Exhibit
5.1
|
Very truly yours, |
/s/
Raul Silvestre & Associates,
APLC
|
Warrant
Shares:
|
Initial
Exercise Date:
|
(A)
=
|
the
VWAP on the Trading Day immediately preceding the date of such
election;
|
(B)
=
|
the
Exercise Price of this Warrant, as adjusted;
and
|
(X)
=
|
the
number of Warrant Shares issuable upon exercise of this Warrant in
accordance with the terms of this Warrant by means of a cash exercise
rather than a cashless
exercise.
|
NEURALSTEM,
INC.
|
|||
By:
|
|||
Name: | |||
Title: | |||
|
|
|
|
Dated:
______________, _______
|
Holder’s
Signature:
|
|
Holder’s
Address:
|
|
|
|