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): May 11, 2015 (May 7, 2015)
Neuralstem, Inc.
(Exact name of registrant as specified
in Charter)
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Delaware
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000-1357459
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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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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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Appointment of Chief Financial Officer
On May 7, 2015, Neuralstem, Inc. (the “Company”)
announced the appointment of Jonathan Lloyd Jones as the Company’s Chief Financial Officer, to be effective on May 18, 2015.
There are no arrangements or understandings between Mr. Lloyd Jones and any other persons pursuant to which he was selected as
an officer, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a)
of Regulation S-K.
Mr. Lloyd Jones, age 54, has more than
25 years of corporate finance and business development experience. Mr. Lloyd Jones is a Chartered Accountant and holds a Masters
of Business Administration from Wharton School of the University of Pennsylvania and a BSc from the University of Bradford. Mr.
Lloyd Jones has a background in corporate finance, particularly in licensing and partnering initiatives and in instituting financial
infrastructure. From January 2013 until October 2014, he served as Chief Financial Officer of Columbia Laboratories (Juniper Pharmaceuticals)
(NASDAQ – JNP). Prior to that, from 2011 to 2012, Mr. Lloyd Jones served as Chief Financial Officer and Vice President of
Corporate Development at TetraLogic Pharmaceuticals, a venture-backed pharmaceutical company. Additionally from 2006 to 2010, Mr.
Lloyd Jones served as Vice President, Finance, at TransMolecular, a privately-held clinical stage biotech company.
Offer Letter
The material terms of
Mr. Jones’ employment are contained in his offer letter, which was approved by the
Company’s Compensation Committee,
and
are as follows:
Mr. Lloyd Jones will be an “at-will”
employee with an annual base salary of $315,000. Upon commencing his employment, he will be granted a one-time inducement option
to purchase 50,000 shares of the Company’s common stock. The option will have a term of 10 years, an exercise price
equal to the closing price of the Company’s common stock on May 18, 2015 and will vest quarterly over 2 years. Additionally,
Mr. Lloyd Jones will participate in the Company’s executive bonus program and be entitled to receive: (i) annual incentive
awards of up to 50% of his annual base salary, payable in equity or cash, and (ii) long-term equity incentive awards equal to 50%
of his annual base salary, payable in common stock purchase options. Mr. Lloyd Jones will also be eligible to participate in the
Company’s group health, dental and vision insurance plans, at no cost, for him and his family. In the event Mr. Lloyd Jones
is terminated as a result of a change in control or for any reason other than cause, he will be entitled to one year base salary
as severance as well as the immediate vesting of the inducement option. The Company has also agreed to pay Mr. Lloyd Jones
for reasonable commuting costs, including transportation and local housing until such time as he permanently relocates.
A copy of the offer letter is attached
hereto as Exhibit 10.01.
Departure of Principal Accounting Officer
Effective May 18, 2015, upon the appointment
of Mr. Lloyd Jones as Chief Financial Officer, Mr. I. Richard Garr will cease to be employed by the Company as its Chief Financial
Officer. Mr. Garr will continue in his roles as Chief Executive Officer, General Counsel, President, and as a member of the board
of directors. Mr. Garr will continue to be responsible for all duties as the Chief Financial Officer until May 18, 2015.
On May 7, 2015, the Company issued a press
release announcing the appointment of Mr. Lloyd Jones as the Company’s Chief Financial Officer to be effective May 18, 2015.
A copy of the press release is attached to this report as Exhibit 99.01
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Item 9.01
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Financial Statement and Exhibits.
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Exhibit Number
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Description
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10.01
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Offer Letter between Neuralstem, Inc. and Jonathan Lloyd Jones
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99.01
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Press Release dated May 7, 2015
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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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NEURALSTEM, INC
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By:
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/s/ I. Richard Garr
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I. Richard Garr
Chief Executive Officer
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Dated: May 11, 2015
EXHIBITS
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Exhibit
Number
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Description
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10.01
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Offer Letter between Neuralstem, Inc. and Jonathan Lloyd Jones
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99.01
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Press Release dated May 7, 2015
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Exhibit 10.1
April 19, 2015
Jonathan Lloyd Jones
Subject:
Employment with Neuralstem, Inc.
Dear Jonathan,
It is our pleasure to extend you
an offer of employment at Neuralstem, Inc. with a start date of May 18, 2015. Employment with Neuralstem Inc. is at-will employment.
Your position will be Chief Financial Officer. Your gross salary will be $26,250 monthly based on an annual salary of $315,000.
You will be paid monthly on the 25th of each month for that month, so your first paycheck will be on May 25
th
2015.
Direct deposit is available and encouraged. You will be reporting to the President & CEO, Richard Garr.
As a salaried employee
you will be eligible for group health, dental, and vision insurance plans for yourself and your family at no cost to you. Your
paid time off includes 10 holidays and three weeks of vacation annually. In addition, the Company is typically closed between
the Christmas and New Year’s holidays. The Company will provide you with a cell phone and a computer and an iPad/Board Book
and will pay directly all cell phone and other telecommunications/internet costs, including those associated with any remote access
required. All business and travel expenses including meals and lodging will be reimbursed if not paid for directly by the Company.
Short term incentives
are awarded on an individual performance basis at the end of the calendar year, and you will eligible for a bonus of up to 50%
of your annual salary. It is the practice of the Company to pro rate that for employees whose employment begins, like yours, mid
year for the first year. The award is made by the Compensation committee of the Board. Neuralstem does not guarantee these bonuses.
This award may be taken by the employee in either stock options, restricted stock, restricted stock option units or cash; or any
combination thereof as the employee sees fit. You are also eligible for our long term incentive program, which consists of annual
grants of employee incentive stock options (ISO) for up to 50% of your gross annual salary. These awards may only be taken as
stock options. This award is also made by the Compensation committee of the Board. Neuralsetem does not guarantee these bonuses.
In addition you will be granted a one time option award for 50,000 shares from the plan, upon your commencement of employment.
The strike price of the options shall be the closing price of the stock on Friday May 18
th
, 2015. These options will
vest quarterly over two years.
As agreed in our discussions, we
anticipate that you will be commuting from Boston for the first four to perhaps six months, and Neuralstem will pay for reasonable
commuting costs including transportation and local housing during this period.
Also as agreed in our discussions
you will be entitled to a severance payment should your employment be terminated by the Company for any reason other than “cause”.
This severance payment shall be equal to One Year’s salary at your then current annual rate. In addition, any of the 50,000
options from the initial award referred to above which have not yet vested, shall immediately vest. This severance provision shall
also apply to termination as a result of change of control.
20271
Goldenrod Lane, 2nd Floor | Germantown, MD 20876
301-366-7062
| Fax: 301-560-6634
When you start work you
will be required to sign Neuralstem's standard confidentiality agreement.
We are pleased to have
you joining Neuralstem, Inc. and look forward to a long and mutually rewarding relationship. Please indicate your acceptance by
signing and returning a scanned copy of this document.
Sincerely,
Richard Garr, CEO/ acting
CFO
Exhibit 99.1
NEURALSTEM APPOINTS JONATHAN
LLOYD JONES AS CHIEF FINANCIAL OFFICER
GERMANTOWN,
MD, May 6, 2015 -- Neuralstem, Inc. (NYSE MKT: CUR), a biopharmaceutical company using neural stem cell technology to develop
small molecule and cell therapy treatments for central nervous system
diseases, announced the appointment of Jonathan Lloyd Jones to the position of Chief Financial Officer, effective May 18
th
.
Mr. Lloyd Jones brings to the position
more than 25 years of corporate finance and business development experience. Most recently, Mr. Lloyd Jones served as Chief Financial
Officer at Columbia Laboratories (Juniper Pharmaceuticals), a Nasdaq-listed biotech company. Before then, Mr. Lloyd Jones was CFO
and VP of Corporate Development at TetraLogic Pharmaceuticals, a venture-backed pharmaceutical company and Vice President, Finance,
at TransMolecular, a privately-held, clinical stage biotech company. From 1996-2006, Mr. Lloyd Jones was with Genzyme Corporation
(Sanofi-Aventis) where he advanced to Senior Director, Corporate Development and he led negotiations, valuation and diligence teams
that executed transactions totaling approximately $2 billion. Previously, Mr. Lloyd Jones was Head of Finance and Banking operations
at Royal Bank of Scotland (Nassau) Ltd, part of the Royal Bank of Scotland Group. He began his career with Deloitte Haskins &
Sells (Deloitte Touche). Mr. Lloyd Jones is a Chartered Accountant and holds an MBA degree from the Wharton School of the University
of Pennsylvania and a BSc from the University of Bradford.
“Jonathan has a strong background
in corporate finance, particularly in licensing and partnering initiatives and in instituting financial infrastructure, both of
importance as Neuralstem’s clinical programs mature and we continue to explore synergistic business development opportunities,”
said Richard Garr, Neuralstem CEO.
“I am excited to be joining Neuralstem
as the company advances into phase II clinical trials for both the neurogenic small molecule and cell therapy platforms,”
said Mr. Lloyd Jones. “I look forward to working with the leadership team to continue to develop potential novel treatments
for multiple debilitating and fatal CNS diseases.”
About Neuralstem
Neuralstem's patented technology enables
the production of multiple types of central nervous system stem cells in FDA GMP commercial quantities. These stem cells are under
development for the potential treatment of central nervous system diseases and conditions.
Neuralstem’s ability to generate
human neural stem cell lines for chemical screening has led to the discovery and patenting of compounds that Neuralstem believes
may stimulate the brain's capacity to generate neurons, potentially reversing pathologies associated with certain central nervous
system (CNS) conditions. The company has completed Phase Ia and Ib trials evaluating NSI-189, its first neurogenic small molecule
product candidate, for the treatment of major depressive disorder (MDD), and is expecting to initiate a Phase II study for MDD
and a Phase Ib study for cognitive deficit in Schizophrenia in 2015.
Neuralstem’s first stem cell product
candidate, NSI-566, a spinal cord-derived neural stem cell line, is under development for treatment of amyotrophic lateral sclerosis
(ALS, or Lou Gehrig’s disease). The primary endpoints were met in Phase II. In addition to ALS, NSI-566 is also in a Phase
I trial in chronic spinal cord injury at UC San Diego School of Medicine. NSI-566 is also in clinical development to treat neurological
diseases such as ischemic stroke and acute spinal cord injury.
Neuralstem’s next generation stem
cell product, NSI-532.IGF, consists of human cortex-derived neural stem cells that have been engineered to secrete human insulin-like
growth factor 1 (IGF-1). In animal data presented at the Congress of Neurological Surgeons 2014 Annual Meeting, the cells rescued
spatial learning and memory deficits in an animal model of Alzheimer’s disease.
For more information, please
visit
www.neuralstem.com
or connect with us on
Twitter
,
Facebook
and
LinkedIn
Cautionary Statement Regarding
Forward Looking Information:
This news release contains "forward-looking
statements" made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements relate to future, not past, events and may often be identified by words such as “expect,”
“anticipate,” “intend,” “plan,” “believe,” “seek” or “will.”
Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Specific risks and uncertainties
that could cause our actual results to differ materially from those expressed in our forward-looking statements include risks inherent
in the development and commercialization of potential products, uncertainty of clinical trial results or regulatory approvals or
clearances, need for future capital, dependence upon collaborators and maintenance of our intellectual property rights. Actual
results may differ materially from the results anticipated in these forward-looking statements. Additional information on potential
factors that could affect our results and other risks and uncertainties are detailed from time to time in Neuralstem's periodic
reports, including the annual report on Form 10-K for the year ended December 31, 2014.
# # #
Contact:
Neuralstem – Investor Relations:
Danielle Spangler 301.366.1481
Planet Communications - Media Relations:
Deanne Eagle 917.837.5866
MDC Group - Investor Relations:
Susan Roush 747.222.7012
David Castaneda 414.351.9758