Neuralstem, Inc. (NASDAQ:CUR) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03
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Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year |
As previously disclosed in the Current Report on Form 8-K filed
by Neuralstem, Inc. (the Company) on September 1, 2016, on August
29, 2016, the Company held a special meeting of its shareholders
(the Special Meeting) in San Diego, California. At the Special
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 Companys common stock, par value $0.01 (the Common
Stock) at a specific ratio, ranging from one-for-two to
one-for-fifteen (1:2 to 1:15), to be determined by the Board and
effected, if at all, within one year from the date of the Special
Meeting.
Accordingly, the Board approved a one-for-thirteen (1-for-13)
reverse stock split of the Common Stock (Reverse Stock Split).
The Company has filed an amended and restated certificate of
incorporation (Certificate of Incorporation) with the Secretary
of State of Delaware to effect the Reverse Stock Split effective
as of 5:00 p.m. Eastern Time on January 6, 2017. Accordingly,
each of the Companys shareholders will receive one (1)new share
of Common Stock for every thirteen (13)shares such shareholder
held immediately prior to the effective time of the Reverse Stock
Split. The Reverse Stock Split affects all of the Companys issued
and outstanding shares of Common Stock. The Reverse Stock Split
will also affect the Companys 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
143,427,149 shares to approximately 11,032,858 shares. The number
of authorized shares of Common Stock and preferred stock under
the Certificate of Incorporation remains the same.
to the terms of the Certificate of Designation of Series A 4.5%
Convertible Preferred Stock, for the issued and outstanding
shares of the Companys 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 NASDAQ Capital Market tier of the NASDAQ Stock Market,
at the open of the market on January 9, 2017. The Companys
trading symbol will remain CUR. The new CUSIP number for the
Common Stock following the Reverse Stock Split is 64127R 401.
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 January 6, 2017, 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.
| Item 9.01 | Financial Statements and Exhibits. |
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Exhibit No. |
Description |
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3.01(i) |
Amended and Restated Certificate of Incorporation for |
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| 99.01 | Press Release Dated January 6, 2017. |
About Neuralstem, Inc. (NASDAQ:CUR)
Neuralstem, Inc. (Neuralstem) is a clinical-stage biopharmaceutical company. The Company is engaged in research, development and commercialization of central nervous system therapies based on its human neuronal stem cells and its stem-cell derived small molecule compounds. The Company has approximately three assets: its NSI-189 small molecule program, its NSI-566 stem cell therapy program and its chemical entity screening platform. The Company’s technology allows the commercial-scale production of multiple types of central nervous system stem cells, which are under development for the treatment of central nervous system diseases and conditions. The Company is developing NSI-189 for the treatment of major depressive disorder (MDD) and other psychiatric and/or cognitive impairment indications associated with hippocampal atrophy. The Company’s NSI-566 is indicated for amyotrophic lateral sclerosis (ALS), chronic spinal cord injury and motor deficits due to ischemic stroke. Neuralstem, Inc. (NASDAQ:CUR) Recent Trading Information
Neuralstem, Inc. (NASDAQ:CUR) closed its last trading session down -0.007 at 0.308 with 3,136,094 shares trading hands.