Neuralstem, Inc. (NASDAQ:CUR) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

On March 30, 2017 Neuralstem, Inc. (the Company) entered into a
letter agreement with a warrant holder (the Holder) with respect
to the issuance to the Holder of one (1) inducement warrant
(Inducement Warrant) for every three (3) shares purchased upon
exercise of outstanding common stock purchase warrants issued on
May 6, 2016 in the Companys registered offering and with a
current exercise price of $3.25 per share (the Warrants). The
Holder owns 153,847 Warrants and has exercised all Warrants prior
to 5:00 p.m. Eastern Time on March 30, 2017.

The Inducement Warrant shall have (i) an issuance date of March
30, 2017, (ii) a term of one (1) year, and (iii) an exercise
price equal to $5.80. The Inducement Warrant contains provisions
providing for an adjustment in the underlying number of shares
and exercise price in the event of stock splits or dividends,
subsequent rights offerings, pro rata distributions, and
fundamental transactions. The Company is obligated to file a
resale registration statement for the resale of the shares
underlying the Inducement Warrant and have it declared effective
prior to the release of Phase II data related to the Companys
current clinical trial for NSI-189. In the event that the
registration statement is not declared effective by such time,
the Company will pay, in cash, as liquidated damages and not as a
penalty, an amount equal to 2% of the exercise price, per month
for each 30 day period (pro rata on a daily basis if less than 30
days) that the registration statement is not declared effective
within the time period set forth above. In the event that the
shares underlying the Inducement Warrant are not subject to an
effective registration statement at the time of exercise, the
Inducement Warrant may be exercised on a cashless basis at any
time after six (6) months from the issuance date. The Inducement
Warrant is substantially the same as the form of inducement
warrant attached as Exhibit 4.01 to the Companys current report
on form 8-K (Prior 8-K) filed on March 20, 2017 (File No.
001-33672) with the Securities Exchange Commission (SEC) and is
incorporated by reference in its entirety herein.

The Company further agrees that until three (3) trading days
after March 30, 2017, it will not enter into any agreement to
issue or announce the issuance or proposed issuance of any shares
of common stock or securities convertible into common stock of
the Company.

Furthermore, the Company agrees not to offer any terms or
consideration to any other Warrant holder that are more favorable
to such holder than the terms contained in the letter agreement
(Prior Letter Agreement) attached as Exhibit 10.01 to the Prior
8-K with Sabby Healthcare Master Fund, Ltd. and Sabby Volatility
Warrant Master Fund, Ltd. (the Sabby Entities). Such
determination as to whether the terms or conditions are more
favorable to another holder is at the sole discretion of the
Sabby Entities. Except as expressly stated herein, the terms of
letter agreement described herein are substantially the same as
the Prior Letter Agreement attached as Exhibit 10.01 in the Prior
8-K and such Prior Letter Agreement is incorporated by reference
in its entirety herein as described.

The information set forth in Item 1.01 of this current report on
Form 8-K is incorporated herein by reference in its entirety The
issuance of securities described in Item 1.01 was made in
reliance upon an exemption from the registration requirements to
Section 4(a)(2) of the Securities Act of 1933, as amended.

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 -0.01 at 5.27 with 99,625 shares trading hands.