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): June 16, 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 1.01 Entry into a Material Definitive Agreement.
On June 16, 2016, the Company entered into an amendment (“Amendment”) to the General Release and Waiver of Claims Agreement (“Agreement”) previously entered into by the Company and I. Richard Garr on March 2, 2016. The Agreement was previously disclosed in a current report on form 8-K filed with the Securities Exchange Commission on March 4, 2016. Pursuant to the Amendment, Mr. Garr will forego two lump sum payments of one hundred seventy seven thousand dollars ($177,000) (an aggregate of $354,000), owed to him by the Company and previously payable on January 1, 2017 and March 1, 2017 pursuant to the Agreement. A copy of the Amendment is attached as Exhibit 10.01 to this report.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 16, 2016, I. Richard Garr informed the board of directors of Neuralstem, Inc. (the “Company”) that he is resigning effective immediately as a member of the Company’s board of directors. Mr. Garr’s resignation from the board of directors of the Company did not result from any disagreement with the Company on matter relating to the Company’s operations, policies or practices. A copy of Mr. Garr’s resignation letter is attached as Exhibit 99.01 to this report.
Item 9.01 Financial Statement and Exhibits.
|
Exhibit
No. |
Description | |
| 10.01 | Form of Amendment to General Release and Waiver of Claims Agreement between Neuralstem and I. Richard Garr | |
| 99.01 | Letter From I. Richard Garr Dated June 16, 2016 |
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: June 16, 2016 | Neuralstem, Inc. | |
| /s/ Richard Daly | ||
| By: Richard Daly | ||
| Chief Executive Officer |
INDEX OF EXHIBITS
|
Exhibit
No. |
Description | |
| 10.01 | Form of Amendment to General Release and Waiver of Claims Agreement between Neuralstem and I. Richard Garr | |
| 99.01 | Letter From I. Richard Garr Dated June 16, 2016 |
Exhibit 10.01
AMENDMENT TO GENERAL RELEASE AND WAIVER OF CLAIMS AGREEMENT
This Amendment to the General Release and Waiver of Claims Agreement is entered into on June 16, 2016 (this “ Amendment” ), between Neuralstem Inc., a Delaware corporation having its principal place of business at 20271 Goldenrod Lane, 2 nd Floor, Germantown, MD 20876 (“ Company ”), and I. Richard Garr, an individual (“ Garr”) . Collectively the parties may be referred to herein each as a “ Party ” and together, the “ Parties .”
WHEREAS, the Parties have entered into a General Release and Waiver of Claims Agreement (the “ Agreement ”), dated March 2, 2016; and
WHEREAS, the Parties hereto desire to amend the Agreement to amend the terms of the severance payments contained in Exhibit A to the Agreement on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Definitions . Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Agreement.
2. Amendments to the Agreement . As of the Effective Date (as defined below), the Agreement is hereby amended or modified as follows:
(a) Exhibit A of the Agreement is hereby amended by deleting the two lump sum payments of $177,000 owed by the Company to Garr on January 1, 2017 and March 1, 2017, contained in the second bullet point. Accordingly, the second bullet point is replaced in full with the following language:
“Mr. Garr will receive a lump sum of $177,000 on June 1, 2016 (subject to deductions contained below),”
3. Date of Effectiveness; Limited Effect . This Amendment will be deemed effective on the date first written above (the “ Effective Date” ). Except as expressly provided in this Amendment, all of the other terms and provisions of the Agreement are and will remain in full force and effect and are hereby ratified and confirmed by the Parties. Without limiting the generality of the foregoing, the amendments contained herein will not be construed as an amendment to or waiver of any other provision of the Agreement or as a waiver of or consent to any further or future action on the part of either Party that would require the waiver or consent of the other Party.
4. Representations, Warranties and Acknowledgments . Each Party hereby represents and warrants to the other Party that:
(a) It has the full right, power and authority to enter into this Amendment and to perform its obligations hereunder and under the Agreement as amended by this Amendment.
(b) The execution of this Amendment by the individual whose signature is set forth at the end of this Amendment on behalf of such Party, and the delivery of this Amendment by such Party, have been duly authorized by all necessary corporate action on the part of such Party.
(c) This Amendment has been executed and delivered by such Party and (assuming due authorization, execution and delivery by the other Party hereto) constitutes the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms.
(d) The Parties acknowledge and understand that the amendments contained in this Amendment will reduce the severance payments owed by the Company to Garr pursuant to the Agreement by three hundred fifty four thousand dollars ($354,000).
5. Representations and Warranties of Garr. Garr hereby represents and warrants the he has received the June 1, 2016 lump sum payment of $177,000 and that no other lump sum payments are due and owing under the Agreement.
6. Miscellaneous .
(a) This Amendment is governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the conflict of laws provisions of such State.
(b) This Amendment shall inure to the benefit of and be binding upon each of the Parties and each of their respective successors and assigns.
(c) The headings in this Amendment are for reference only and do not affect the interpretation of this Amendment.
(d) This Amendment may be executed in counterparts, each of which is deemed an original, but all of which constitutes one and the same agreement. Delivery of an executed counterpart of this Amendment electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Amendment.
(e) This Amendment constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.
(f) Each Party shall pay its own costs and expenses in connection with this Amendment (including the fees and expenses of its advisors, accounts and legal counsel).
[Remainder of Page Intentionally Left Blank]
| 2 |
[Signature Page to Amendment]
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.
| NEURALSTEM, INC | |||
| By | |||
| Name: Richard Daly | |||
| Title: CEO & Chairman | |||
| I. RICHARD GARR | |||
| By | |||
| Name: | |||
| Title: | |||
3
Exhibit 99.01
LETTER OF RESIGNATION
To the Board of Directors of
NEURALSTEM, INC. ,
I hereby tender my resignation as a member of the board of directors of Neuralstem, Inc. the “Company”). My resignation is effective immediately. My resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. I extend my best wishes to the Company, its directors, officers and employees.
| Yours Truly, | |
| /s/ I. Richard Garr | |
| I. Richard Garr | |
| Date: June 16, 2016 |