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): February 19,
2008
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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9700
Great Seneca Highway, Rockville, Maryland 20850
(Address
of Principal Executive Offices)
(301)
366-4841
(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):
o
Written
communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting
material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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.
Exclusive
Option Agreement
On
February 19, 2008, Neuralstem, Inc. (“Company”) entered into an exclusive option
agreement (“Option”) with CJ CheilJedang Corporation (“CJ”) with regard to the
Company’s stem cell products. The Option grants CJ an option to negotiate for
the exclusive license to develop, manufacture, market, distribute and sell
one
or more of the Company’s product and technology upon the Company’s successful
completion of it first human clinical trial. CJ’s exclusive markets will
include: Korea, Indonesia, Philippines, Malaysia, Singapore and Vietnam, with
a
first right of negotiation for China and Japan.
Private
Placement
On
February 19, 2008, the Company entered into a securities purchase agreement
(“Securities Purchase Agreement”) with CJ. Pursuant to the Securities Purchase
Agreement, we sold $2,500,000 of our common stock at a price per share of
$4.063. The offering will result in a total of 615,309 common shares (“Shares”)
being issued to CJ.
In
connection with the offering, we agreed to grant demand and piggy back
registration rights to CJ pursuant to a registration rights agreement
(“Registration Rights Agreement”). As further described in the Registration
Rights Agreement, we agreed to include the Shares in any registration statement
filed by the Company within 90 days of closing. In the event the Company has
not
caused a registration statement to be filed in such time, CJ shall have the
right to demand the Company file a registration statement covering the Shares
commencing on the 91st
day
after closing.
The
foregoing summary of each of the Option, Securities Purchase Agreement, and
Registration Rights Agreement is qualified in its entirety to reference to
the
full text of each such document, a copy of each of which is attached hereto
as
Exhibits 10.18, 10.19, and 10.20 respectively, and each of which is incorporated
herein in its entirety by reference. A press release reporting the initial
closing of the financing transaction described in the foregoing documents is
attached hereto as Exhibit 99.1, which is incorporated herein in its
entirety.
Item
3.02 Unregistered
Sales of Equity Securities
The
information set forth above in Item 1.01 of this current report on Form 8-K
is
incorporated herein by reference in its entirety.
Item
9.01 Financial
Statement and Exhibits.
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Exhibit
Number
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Description
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10.18
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Exclusive
Option Agreement dated February 19, 2008
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10.19
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Securities
Purchase Agreement dated February 19, 2008
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10.20
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Registration
Rights Agreement dated February 19, 2008
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99.1
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Press
Release dated February 20,
2008
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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:
February 25, 2008