Neuralstem, Inc. (NASDAQ:CUR) Files An 8-K Unregistered Sales of Equity Securities

Item3.02 Unregistered Sale of Equity Securities.

On December 12, 2016, Neuralstem, Inc. (Company) announced the
closing of the strategic investment by Tianjin Pharmaceuticals
Group International Holdings Co., LTD. (Tianjin). As previously
disclosed in the Companys Current Report on Form 8-K filed with
the Securities Exchange Commission on September 12, 2016 (Prior
8-K), on December 12, 2016, the Company issued to Tianjin, an
aggregate of (i) 28,500,000 shares of the Companys common stock
(Common Stock), at a price per share of $0.253 and (ii) 1,000,000
shares of Series A 4.5% Convertible Preferred Stock (Series A
Preferred Stock) with a stated value of $12.7895 per share and
which are immediately convertible into an aggregate of 50,551,383
shares of the Companys Common Stock, subject to certain
limitations on conversion based on Tianjins voting interest (the
Offering).

As part of the transaction on December 9, 2016, the Company filed
a Certificate of Designation of Preferences, Rights and
Limitations of Series A 4.5% Convertible Preferred Stock (the
Certificate of Designation) to its Amended and Restated
Certificate of Incorporation with the Secretary of State of the
State of Delaware, authorizing and establishing the rights,
preferences and privileges of the Series A Preferred Stock. A
Copy of the Certificate of Designation is attached to this Report
as exhibit 3.01 and is incorporated herein in its entirety by
reference.

A copy of the securities purchase agreement and is contained in
exhibit 10.01 to the Prior 8-K, which is incorporated herein in
its entirety by reference.

Item3.03 Material Modification to Rights of Security
Holders.

The information set forth in Items 3.02 and 5.03 is hereby
incorporated by reference into this Item 3.03 in its entirety.

Item5.03 Amendment to Articles of Incorporation or
Bylaws.

The information set forth in Items1.01 and 3.03 is hereby
incorporated by reference into this Item5.03 in its entirety.

Item 7.01 Regulation FD Disclosure.

On December 12, 2016, the Company announced the Offering in a
press release. A copy of the press release is attached to this
report as Exhibit 99.01.

The information contained in this Item 7.01 to this Current
Report on Form 8-K and the exhibit attached hereto pertaining to
this item shall not be deemed to be filed for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the
Exchange Act), or otherwise subject to the liabilities of that
section, nor shall such information or such exhibits be deemed
incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing. The
information set forth in the exhibits to this Form 8-K relating
to this item 7.01 shall not be deemed an admission as to the
materiality of any information in this report that is required to
be disclosed solely to satisfy the requirements of Regulation FD.

Item9.01 Financial Statements and Exhibits.

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 -0.013 at 0.267 with 1,448,973 shares trading hands.