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): July 18, 2019 (July 14, 2019)
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)) | ||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Securities registered pursuant to Section 12(b) of the Act:
| Title of Class | Trading Symbol | Name of Each Exchange on Which Registered | ||
| Common stock, par value $0.01 per share | CUR | The Nasdaq Capital Market LLC |
| Item 5.02. | Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On July 14, 2019, the board of directors (“Board”) of Neuralstem, Inc. (the “Company”) was expanded from seven (7) to eight (8) members upon the appointment of Mary Ann Gray, PhD. Dr. Gray will serve as a Class II director until the Company’s 2022 annual shareholder meeting or until such time as she resigns, is removed, or her successor is appointed. In connection with her appointment, Dr. Gray will enter into the Company’s standard indemnification agreement.
There are no family relationships among Dr. Gray and any of our executive officers or directors.
Dr. Gray will serve on the Company’s audit committee.
As compensation for her services on the Board, Dr. Gray will participate in the Company’s non-executive board compensation plan as described in the Company’s Current Report on Form 8-K filed with the Securities Exchange Commission on June 27, 2017, the description of which is incorporated herein by reference.
| Item 5.03 | Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On June 18, 2019, the Company disclosed in a Current Report on Form 8-K that on June 12, 2019, the Company held its annual meeting of its shareholders (the “Annual Meeting”) at the Company’s headquarters in Germantown, Maryland. At the Annual Meeting, the shareholders of the Company approved, among other things, a proposal to authorize the board of directors of the Company (“Board”), in its discretion, to effect a reverse stock split of the Company’s common stock, par value $0.01 (the “Common Stock”) at a ratio, ranging from one-for-two to one-for-twenty five (1:2 to 1:25), to be determined by the Board and effected, if at all, within one year from the date of the Annual Meeting.
The Board has approved a one-for-twenty (1-for-20) reverse stock split of the Common Stock (the “Reverse Stock Split”). To effect the Reverse Stock Split, the Company has filed an amended and restated certificate of incorporation (“Certificate of Incorporation”) with the Secretary of State of Delaware. The Reverse Stock Split will be effective as of 5:00 p.m. Eastern Time on July 17, 2019. Accordingly, each of the Company’s shareholders will receive one (1) new share of Common Stock for every twenty (20) shares such shareholder held immediately prior to the effective time of the Reverse Stock Split. The Reverse Stock Split affects all the Company’s issued and outstanding shares of Common Stock. The Reverse Stock Split will also affect the Company’s outstanding stock options, warrants and other exercisable or convertible instruments and will result in the shares underlying such instruments being reduced and the exercise price being increased proportionately to the Reverse Stock Split ratio. No fractional shares will be issued as a result of the Reverse Stock Split. Any fractional shares that would have otherwise resulted from the Reverse Stock Split will be rounded up to the next whole number of shares.
As a result of the Reverse Stock Split, the number of issued and outstanding shares of Common Stock will be adjusted from 21,337,491 shares to approximately 1,066,875 shares. The number of authorized shares of Common Stock and preferred stock under the Certificate of Incorporation remains the same.
Pursuant to the terms of the Certificate of Designation for the issued and outstanding shares of the Company’s Series A 4.5% Convertible Preferred Stock, par value $0.01 per share and stated value of $12.7895 per share (the “Series A Preferred Stock”), the conversion price at which shares of Series A Preferred Stock may be converted into shares of Common Stock will be proportionately adjusted to reflect the Reverse Stock Split.
The Common Stock will begin trading on post Reverse Stock Split basis on the NASDAQ Capital Market tier of the NASDAQ Stock Market, at the open of the market on July 18, 2019. The Company’s trading symbol will remain “CUR”. The new CUSIP number for the Common Stock following the Reverse Stock Split is 64127R 500.
The information set forth herein is qualified in its entirety by the terms contained in the Certificate of Incorporation, a copy of which is attached to this report as Exhibit 3.01(i).
| Item 8.01 | Other Events. |
On July 16, 2019, the Company announced the Reverse Stock Split as described in Item 5.03. A copy of the press release is attached to this report as Exhibit 99.01.
On July 18, 2019, the Company announced the appointment of Dr. Mary Ann Gray to the Board as described in Item 5.02. A copy of the press release is attached to this report as Exhibit 99.02.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. | Description | |||
| 3.01(i) | Amended and Restated Certificate of Incorporation for Neuralstem, Inc. | |||
| 99.01 | Press Release Dated July 16, 2019. | |||
| 99.02 | Press Release Dated July 18, 2019. |
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: | July 18, 2019 | Neuralstem, Inc. | |
| /s/ Kenneth Carter | |||
| By: Kenneth Carter | |||
| Executive Chairman | |||
INDEX OF EXHIBITS
| Exhibit No. | Description | |||
| 3.01(i) | Amended and Restated Certificate of Incorporation for Neuralstem, Inc. | |||
| 99.01 | Press Release Dated July 16, 2019. | |||
| 99.02 | Press Release Dated July 18, 2019. |
Exhibit 3.01(i)
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
NEURALSTEM, INC.
a Delaware Corporation
The undersigned does hereby certify on behalf of Neuralstem, Inc. (the “ Corporation ”), a corporation organized and existing under the Delaware General Corporation Law, as follows:
FIRST: That the undersigned is the duly elected and acting Executive Chairman of the Corporation.
SECOND: That the Certificate of Incorporation of the Corporation was originally filed with the Secretary of State of the State of Delaware on February 28, 2001, under the name “Neuralstem, Inc.”
THIRD: That, pursuant to Sections 242 and 245 of the Delaware General Corporation Law (“DGCL”) of the State of Delaware, the Certificate of Incorporation of the Corporation, as amended to the date of the filing of this certificate, is hereby amended and restated in its entirety as set forth in Exhibit A hereto.
FOURTH: That the Amended and Restated Certificate of Incorporation of the Corporation as set forth in Exhibit A hereto has been duly adopted and approved by the board of directors and stockholders of the Corporation in accordance with the applicable provisions of Sections 242 and 245 of the DGCL.
FIFTH: That the stockholders of the Corporation approved the amendment at the annual meeting of the stockholders of said corporation which was duly called and held upon notice in accordance with Section 222 of the DGCL at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.
SIXTH: That the effective date of this Certificate of Amendment shall be 5:00 p.m. Eastern Time on July 17, 2019 (“Effective Date”).
The undersigned hereby further declares and certifies under penalty of perjury that the facts set forth in the foregoing certificate are true and correct to the knowledge of the undersigned, and that this certificate is the act and deed of the undersigned.
Executed on this 9th day of July, 2019.
| By: | |||
| Kenneth Carter, Executive Chairman |
Exhibit A
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF NEURALSTEM, INC.
I.
The name of this corporation is Neuralstem, Inc.
II.
The address of the registered office of the corporation in the State of Delaware is 2140 S. Dupont Hwy, Camden DE 19934, County of Kent and the name of its registered agent is Paracorp Incorporated.
III.
The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the Delaware General Corporation Law (“DGCL”).
IV.
On the Effective Date of this Amended and Rested Certificate of Incorporation, the Corporation will effect a reverse stock split (the " Reverse Stock Split ") of its outstanding Common Stock pursuant to which every twenty (20) issued and outstanding shares of the Corporation's Common Stock, par value $0.01 (the " Old Common Stock' ') will be reclassified and converted into one (1) validly issued, fully paid and non-assessable share of Common Stock, par value $0.01 (the " New Common Stock ' '). Each certificate representing shares of Old Common Stock will thereafter represent the number of shares of New Common Stock into which the shares of Old Common Stock represented by such certificate were reclassified and converted hereby; provided, further, that no cash will be paid or distributed as a result of the Reverse Stock Split and no fractional shares will be issued. All fractional shares which would otherwise be required to be issued as a result of the Reverse Stock Split will be rounded up to the nearest whole share.
After giving effect to the reverse stock split, the corporation shall have authority to issue shares as follows:
| (i) | 300,000,000 shares of New Common Stock, par value $0.01 per share. Each share of New Common Stock shall entitle the holder thereof to one (1) vote on each matter submitted to a vote at a meeting of stockholders. |
| (ii) | 7,000,000 shares of Preferred Stock, par value $0.01 per share, which may be issued from time to time in one or more series pursuant to a resolution or resolutions providing for such issue duly adopted by the Board of Directors (authority to do so being hereby expressly vested in the Board of Directors). The Board of Directors is further authorized, subject to limitations prescribed by law, to fix by resolution or resolutions the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of any wholly unissued series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of any such series, and the number of shares constituting any such series and the designation thereof, or any of the foregoing. |
The Board of Directors is further authorized to increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares of any such series then outstanding) the number of shares of any series, the number of which was fixed by it, subsequent to the issuance of shares of such series then outstanding, subject to the powers, preferences and rights, and the qualifications, limitations and restrictions thereof stated in the Certificate of Incorporation or the resolution of the Board of Directors originally fixing the number of shares of such series. If the number of shares of any series is so decreased, then the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.
V.
The management of the business and the conduct of the affairs of the corporation shall be vested in its board of directors. The number of directors which shall constitute the whole board of directors shall be fixed by the board of directors in the manner provided for in the bylaws.
The board of directors is expressly empowered to adopt, amend or repeal the bylaws of the corporation. The stockholders shall also have power to adopt, amend or repeal the bylaws of the corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the corporation required by law or by this Amended and Restated Certificate of Incorporation, the affirmative vote of the holders of at least a majority of the voting power of all of the then outstanding shares of capital stock of the corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal any provision of the Bylaws of the corporation.
VI.
The liability of the directors for monetary damages shall be eliminated to the fullest extent under applicable law. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted under the DGCL, as so amended.
Any repeal or modification of this Article VI shall be prospective and shall not affect the rights under this Article VI in effect at the time of the alleged occurrence or any act or omission to act giving rise to liability or indemnification.
VII.
The corporation reserves the right to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon the stockholders herein are granted subject to this reservation.
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Exhibit 99.01
Neuralstem Announces a 1-for-20 Reverse Stock Split
GERMANTOWN, Md., July 16, 2019 -- Neuralstem, Inc. (Nasdaq: CUR), a biopharmaceutical company focused on developing novel treatments for nervous system diseases, today announced a reverse stock split of its shares of common stock at a ratio of 1-for-20. The reverse stock split will become effective on Wednesday, July 17, 2019 after market close and shares of Neuralstem Inc. common stock will trade on a post-split basis on the Nasdaq Capital Market under the Company’s existing trading symbol, “CUR,” at the market open on Thursday, July 18, 2019.
The reverse stock split enables Neuralstem to regain compliance with the $1.00 minimum bid price condition of the NASDAQ Capital Market continued listing requirements.
At the effect time of the reverse stock split, every twenty (20) shares of Neuralstem common stock will be combined into one (1) share of common stock. This will reduce the Company’s issued and outstanding common stock from 21,337,491 shares to approximately 1,066,875 shares. Fractional shares will be rounded up to the nearest whole share and proportional adjustments will be made to the Company's outstanding stock options, warrants and equity incentive plans. The reverse stock split will not materially affect any stockholder's ownership percentage of the Company's common stock.
Additional information regarding Neuralstem Inc.’s reverse stock split is available in the definitive proxy statement, filed on April 29, 2019, and the Current Report on Form 8-K to be filed on July 17, 2019 with the U.S. Securities and Exchange Commission.
About Neuralstem
Neuralstem is a clinical-stage biopharmaceutical company developing novel treatments for nervous system diseases of high unmet medical need. The Company has two lead development candidates:
| • | NSI-566 is a stem cell therapy being tested for treatment of paralysis in stroke, Amyotrophic Lateral Sclerosis (ALS) and chronic spinal cord injury (cSCI) |
| • | NSI-189, is a small molecule in clinical development for major depressive disorder and in preclinical development for Angelman syndrome, irradiation-induced cognitive impairment, diabetic neuropathy, and stroke |
Neuralstem's diversified portfolio of product candidates is based on its proprietary neural stem cell technology.
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, 2018 filed with the Securities and Exchange Commission (SEC), and in other reports filed with the SEC. We do not assume any obligation to update any forward-looking statements.
Contact:
Josh Barer
Hibiscus BioVentures
josh@hibiscusbio.com
Exhibit 99.02
Neuralstem Appoints Mary Ann Gray, Ph.D., to Board of Directors
GERMANTOWN, Md., July 18, 2019 -- Neuralstem, Inc. (Nasdaq: CUR), a biopharmaceutical company focused on the development of nervous system therapies based on its neural stem cell and small molecule technologies, announced that Mary Ann Gray, Ph.D. has been appointed to the Company’s Board of Directors.
“We are pleased to welcome Mary Ann to our board, her expertise and leadership pharmaceutical and biotech industry will be a great asset to Neuralstem,” said Dr. Ken Carter, Executive Chairman of the Board. “Both Dr. Gray’s substantial background in pharmacology and finance—as well as—her dedication to developing new treatments, reflects our shared commitment here at Neuralstem to improve patient outcomes. We welcome her insight as we continue to grow and develop innovative therapies.”
“I am thrilled to join the Neuralstem team and I look forward to working with a company dedicated to expanding the industry with novel therapies for patients and to provide our shareholders with a sound investment,” said Dr. Mary Ann Gray.
Dr. Gray has a distinguished scientific background, completing pharmacology research in tumor biology, including the impact of therapeutics on cardiac membranes. With an early career as a scientist focused on new drug development, she subsequently worked in equities research before becoming a senior analyst and portfolio manager. The combination of scientific and financial expertise provides unique insights for board leadership. She most recently served on the boards of Senomyx, and Juniper Pharmaceuticals, both companies were recently acquired. Dr. Gray has served on several public-company boards over the last 15 years including, TetraLogic, a publicly-held clinical-stage biopharmaceutical company focused on oncology and infectious diseases, Dyax Corp., a rare disease company acquired by Shire in 2016; and ACADIA Pharmaceuticals, focused on commercialization of CNS therapies. She currently sits on the board of Sarepta, a precision medicine company with assets in rare neuromuscular diseases, including gene therapy for DMD. She is President of Gray Strategic Advisors, LLC, a biotechnology strategic planning and advisory firm.
Dr. Gray holds a Bachelor of Science degree from University of South Carolina, a Ph.D. in pharmacology from the University of Vermont, and completed her post-doctoral work at Northwestern University Medical School and at the Yale University School of Medicine.
About Neuralstem
Neuralstem is a clinical-stage biopharmaceutical company developing novel treatments for nervous system diseases of high unmet medical need. Neuralstem’s diversified portfolio of product candidates includes its proprietary neural stem cell technology.
The Company has two lead development candidates:
NSI-566 is a neural stem cell therapy in clinical development for treatment of paralysis in stroke, for Amyotrophic Lateral Sclerosis (ALS) and for chronic spinal cord injury (cSCI).
NSI-189 is a small molecule in clinical development for major depressive disorder (MDD) and in preclinical development for Angelman syndrome, irradiation-induced cognitive impairment, Type 1 and Type 2 diabetes, and stroke.
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 its Annual Report on Form 10-K for the year ended December 31, 2018, filed with the Securities and Exchange Commission (SEC), and in other reports filed with the SEC. We do not assume any obligation to update any forward-looking statements.
Investor Contact:
Hibiscus Bioventures
josh@hibiscusbio.com