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): March 4, 2016 (March 2, 2016)

 

 

Neuralstem, Inc.

(Exact name of registrant as specified in Charter)

 

 

Delaware   001-33672   52-2007292

(State or other jurisdiction of

incorporation or organization)

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

 

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):

 

  ¨ 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On March 2, 2015, Neuralstem, Inc. (the “Company”) entered into a general release and waiver of claims agreement (“General Release”) with I. Richard Garr in connection with his resignation as the Company’s chief executive officer. Mr. Garr’s employment agreement previously required the Company to pay Mr. Garr, upon termination of employment and as severance, (i) a one-time payment of $1,000,000 and (ii) the vesting of all outstanding, but unvested awards and grants. Pursuant to the General Release, the terms of Mr. Garr’s severance were amended as follows: (i) Mr. Garr will continue to earn his current monthly salary until March 2017, (ii) Mr. Garr will receive payments in the amount of $177,000 to be paid on June 1, 2016, January 1, 2017 and March 1, 2017, (iii) Mr. Garr will continue to receive healthcare benefits until March 2017, and (iv) the immediate vesting of any previously outstanding but unvested equity awards (collectively, the “Severance”). As consideration for the Severance, Mr. Garr releases the Company from any and all causes of action, rights or claims in any way connected to his employment with the Company. The foregoing summary of the General Release is qualified in its entirety by the terms of the General Release attached to this report as Exhibit 10.01.

 

 

Item 9.01 Financial Statement and Exhibits.

 

         

Exhibit

No.

 

 

  

Description

   
10.01   General Release and Waiver of Claims    

 

 

 

 

 

 

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.

 

 

Date: March 4, 2016 Neuralstem, Inc.  
       
       
    /s/ Richard Daly  
    By: Richard Daly  
    Chief Executive Officer  
       

 

 

 

 

 

 

 

 

 

          INDEX OF EXHIBITS

  

         

Exhibit

No.

 

 

  

Description

   
10.01   General Release and Waiver of Claims    

 

 

 

 

 

 

Exhibit 10.01

 

General Release and Waiver of Claims

 

In exchange for the severance benefits to be provided to me under the Employment Agreement between me and Neuralstem, Inc. (the “Company”), originally entered into on January 1, 1997 and then subsequently amended on November 1, 2005, January 1, 2008, July 25, 2012 and March 1, 2015 (collectively, the original agreement and all the amendments thereto shall be referred to as the “Employment Agreement”). In connection with my resignation from the positions of President, CEO and in House Counsel, the Company and I have negotiated an amendment to the terms of the Employment agreement, modifying the single, immediately due $1 million payment and other certain severance terms as more fully described on Exhibit A hereto (“Severance”). As a condition to the Severance, I agree that this General Release and Waiver of Claims (the “Release of Claims”) shall be in complete and final settlement of any and all causes of action, rights and claims, whether known or unknown, accrued or unaccrued, contingent or otherwise, that I have had in the past, now have, or might now have, in any way related to, connected with or arising out of my employment or its termination, under the Employment Agreement, or pursuant to Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act, the Worker Adjustment and Retraining Notification Act, the Employee Retirement Income Security Act, the wage and hour, wage payment and fair employment practices laws and statutes of any applicable state, including any statues regarding anti-discrimination (each as amended from time to time), and/or any other federal, state or local law, regulation or other requirement (collectively, the “ Claims ”), I hereby release and forever discharge the Company, its affiliates and all of their respective past, present and future directors, shareholders, officers, members, managers, general and limited partners, employees, employee benefit plans, administrators, trustees, agents, representatives, successors and assigns, and all others connected with any of them, both individually and in their official capacities, from, and I hereby waive, any and all such Claims. This release shall not apply to (a) any claims that arise after I sign this Release of Claims, including my right to enforce the terms of this Release of Claims or my right to receive the Severance; (b) any claims that may not be waived pursuant to applicable law; (c) any right to indemnification that I may have under the certificate of incorporation or by-laws of the Company, and any Indemnification Agreement between me and the Company or any insurance policies maintained by the Company; or (d) any right to receive any vested benefits under the terms of any employee benefit plans and my award agreements thereunder.

 

Nothing contained in this Release of Claims shall be construed to prohibit me from filing a charge with or participating in any investigation or proceeding conducted by the federal Equal Employment Opportunity Commission or a comparable state or local agency, provided, however, that I hereby agree to waive my right to recover monetary damages or other individual relief in any charge, complaint or lawsuit filed by me or by anyone else on my behalf.

 

In signing this Release of Claims, I acknowledge my understanding that I may consider the terms of this Release of Claims for up to twenty-one (21) days from the date I receive it and that I may not sign this Release of Claims until after the date my employment with the Company terminates. I also acknowledge that I am hereby advised by the Company to seek the advice of an attorney prior to signing this Release of Claims; that I have had sufficient time to consider this Release of Claims and to consult with an attorney, if I wished to do so, or to consult with any other person of my choosing before signing; and that I am signing this Release of Claims voluntarily and with a full understanding of its terms.

 

 

 

 

I further acknowledge that, in signing this Release of Claims, I have not relied on any promises or representations, express or implied, that are not set forth expressly in the Release of Claims. I understand that I may revoke this Release of Claims at any time within seven (7) days of the date of my signing by written notice to the Chairman of the Company’s Board of Directors and that this Release of Claims will take effect only upon the expiration of such seven-day revocation period and only if I have not timely revoked it.

  

 

Intending to be legally bound, I have signed this Release of Claims as of the date written below.

 

 

Signature                                                              

 

Name                      I. Richard Garr                      

 

Date Signed                                                         

 

 

NEURALSTEM, INC.

 

By:                                                                       

 

Name:                    Karl Johe                              

 

Title:                     Chairman of the Board        

 

Date signed                                                        

 

 

 

 

EXHIBIT A

Severance Terms

 

n Mr. Garr will continue to receive a monthly payment equivalent to his monthly salary at the time of his resignation through March 1 2017.
n Mr. Garr will receive lump sums of $177,000 on (i) June 1, 2016 (subject to deductions contained below), (ii) January 1, 2017 and (iii) March 1, 2017.
n Mr. Garr will continue to receive healthcare benefits until March 1, 2017.
n Mr. Garr will retain a laptop computer and desktop computer owned by Neuralstem, Inc. the value of which shall be deducted from the lump sum to be received on June 1, 2016.
n Mr. Garr will have such amounts previously advanced to him during January of 2016 shall be deducted from the lump sum to be received on June 1, 2016.