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): October 29, 2019 (October 28, 2019)
Seneca Biopharma, 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)
(Former Name or Former address, if changed since last report): Neuralstem, Inc.
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 | NASDAQ Capital Market |
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Effective October 28, 2019, Neuralstem, Inc. (“Company”), pursuant to a certificate of amendment to the Company’s amended and restated certificate of incorporation (“Certificate of Amendment”) filed with the Secretary of State of the State of Delaware, changed the Company’s corporate name from Neuralstem, Inc. to Seneca Biopharma, Inc. The name change was made pursuant to Section 242 of the Delaware General Corporation Law. A copy of the Certificate of Amendment as filed, is attached as Exhibit 3.01 hereto and incorporated by reference.
The name change does not affect the rights of the Company’s security holders. There were no other changes to the Company’s certificate of incorporation in connection with the name change.
Effective November 1, 2019, the Company anticipates that the common stock, which trades on the Nasdaq Capital Market will cease trading under the ticker symbol “CUR” and will commence trading under the new ticker symbol “SNCA.” Along with the ticker change, the Company’s common stock has also been assigned a new CUSIP number of 81689B103. Outstanding stock certificates for shares of the Company are not affected by the name change and will continue to be valid and need not be exchanged.
On October 28, 2019, the Company announced the name and ticker symbol change via a press release. A copy of the press release is attached hereto as Exhibit 99.01.
| Item 9.01 | Financial Statements and Exhibits. |
|
Exhibit No.
|
Description |
|
| 3.01 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation | |
| 99.01 | Press Release dated October 28, 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: | October 29, 2019 | Seneca Biopharma, Inc. | |
| /s/ Kenneth Carter | |||
| By: Kenneth Carter | |||
| Executive Chairman |
INDEX OF EXHIBITS
|
Exhibit No.
|
Description |
|
| 3.01 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation | |
| 99.01 | Press Release dated October 28, 2019 |
Exhibit 3.01
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Neuralstem, Inc., a corporation organized under the laws of the State of Delaware (hereinafter called the “Corporation”), does hereby certify as follows:
| 1. | The name of the Corporation is Neuralstem, Inc. |
| 2. | This Certificate of Amendment of the Certificate of Incorporation was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware and amends the provisions of the Corporation’s Certificate of Incorporation. |
| 3. | Article 1 of the Corporation’s Certificate of Incorporation is hereby amended to read in its entirety as set forth below: |
ARTICLE I
The name of this Corporation is Seneca Biopharma, Inc. (this “Corporation”).
| 4. | This Certificate of Amendment of Certificate of Incorporation shall be effective as of October 28, 2019 and the effective time shall be 5:00 p.m., Eastern Time. |
IN WITNESS WHEREOF, this Certificate of Amendment of Certificate of Incorporation has been duly executed by an authorized officer of the corporation on October 24, 2019.
| Neuralstem, Inc. | |||
| a Delaware Corporation | |||
| By: | /s/ Kenneth Carter | ||
| Name: | Kenneth Carter | ||
| Title: | Executive Chairman | ||
Exhibit 99.01
Neuralstem Becomes Seneca Biopharma
GERMANTOWN, Md., Oct. 28, 2019 /PRNewswire/ -- Neuralstem, Inc. (NASDAQ:CUR), announces that the company has changed its name to Seneca Biopharma, Inc. The company anticipates that its shares will begin trading on the NASDAQ Capital Market under the symbol SNCA on November 1, 2019 or shortly thereafter subject to the satisfaction of customary conditions of the exchange. Concurrently with the name change, Seneca has launched its new corporate website at www.senecabio.com.
“The name change represents a new philosophy in our organization as we move away from our prior emphasis on research related to neurological disorders to a new focus which is geared towards finding promising new science, developing a pipeline of biopharmaceuticals and commercializing those products while at the same time creating value for our stakeholders,” commented Dr. Ken Carter, executive chairman of Seneca.
About Seneca Biopharma
Seneca Biopharma, Inc., is a clinical-stage biopharmaceutical company developing novel treatments for diseases of unmet medical need. Seneca is in the process of finding and acquiring new assets, promising sciences and technologies that will provide meaningful therapies for patients.
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 in Seneca Biopharma’s periodic reports, including its Annual Report on Form 10-K for the year ended December 31, 2018 as well as its subsequent quarterly reports on Form 10-Q, filed with the Securities and Exchange Commission (SEC). We do not assume any obligation to update any forward-looking statements.
Contact:
Josh Barer
Hibiscus BioVentures
josh@hibiscusbio.com