Attached files
| file | filename |
|---|---|
| EX-99.1 - PALISADE BIO, INC. | v189359_ex99-1.htm |
| EX-1.02 - PALISADE BIO, INC. | v189359_ex1-02.htm |
| EX-4.01 - PALISADE BIO, INC. | v189359_ex4-01.htm |
| EX-5.01 - PALISADE BIO, INC. | v189359_ex5-01.htm |
| EX-1.01 - PALISADE BIO, INC. | v189359_ex1-01.htm |
| EX-10.01 - PALISADE BIO, INC. | v189359_ex10-01.htm |
UNITED
STATES
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): June 29, 2010 (June 24,
2010)
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)
Registrant’s telephone number,
including area code (301)
366-4841
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))
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Item
1.01
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Entry
into a Material Definitive
Agreement
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On June
28, 2010, Neuralstem, Inc. (“Company”) entered into a placement agent agreement
with Noble International Investment, Inc., D/B/A
Noble Financial Capital Markets, (“Placement
Agent”), relating to the offer and sale of up to $10,000,000 of the Company’s
securities (“Offering”). The Offering consists of the sale to institutional investors (“Purchasers”) of
3,571,436 units, with each unit consisting of one share of our common stock and
a warrant to purchase 0.75 of a share of our common stock. Each
unit will be sold at a negotiated price of $2.80. Each warrant has an
exercise price of $3.25 per share, and is exercisable immediately for a period
of three years (“Warrant”). The shares of common stock and the
warrants will be issued separately but will be purchased together in this
Offering.
The
Offering is anticipated to close on June 29, 2010,
subject to customary closing conditions. As compensation for its
services, the Company will pay Placement Agent: (i) a cash fee equal to $700,001
(7% of the gross proceeds received from the Offering); and (ii) a warrant to
purchase up to 250,001 common shares (7% of the shares issued to Purchasers in
the Offering) (“Placement Agent Warrant”).
On
June 29, 2010, the Company and the Placement Agent amended the placement agent
agreement to provide that the Company would reimburse expenses of the Placement
Agent in the non-accountable amount of $25,000 in connection with the Offering
and the Placement Agent would utilize National Securities Corporation as
sub-agent and financial advisor in connection with the
Offering.
In
connection with the Offering, the Company issued 3,571,436 shares of common
stock, warrants to purchase an aggregate of 2,678,577 warrant shares, and a
Placement Agent Warrant to purchase up to 250,001 common shares. Both
the Placement Agent Warrant and the Warrants contain provisions providing for
the adjustment of the purchase price and number of shares into which the
securities are exercisable in the event of Stock Splits or Dividends, Subsequent
Rights Offerings, Pro-Rata Distributions and Fundamental
Transactions. The Placement Agent Warrant and Warrants do not contain
any provisions regarding subsequent securities issuances or so called “price
protection provisions.”
The gross
proceeds from the Offering are $10.0 million. The net proceeds to the
Company from the sale of the Units, after deducting the placement agent’s fee as
well as other costs and expenses related to the offering is approximately $9.2
million.
The offer
and sale of the units, the shares underlying the
Warrants, the Placement Agent Warrant and the shares underlying the Placement
Agent Warrant are registered with the Securities and Exchange Commission
(the “Commission”) pursuant to the Registration Statement on Form S-3, as
amended, filed on September 9, 2008, and declared effective on September 29,
2008 (File No. 333-153387). The terms of the Offering are
contained in the Prospectus Supplement filed by the Company on June 28, 2010 pursuant to Rule 424b5.
On June
25, 2010, the Company issued the press release attached hereto as
Exhibit 99.1 with respect to the foregoing matters.
In
connection with the Offering, the Company is filing as exhibits to this Current
Report on Form 8-K the following documents:
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•
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Exhibit
1.01, Form of Placement Agent Agreement;
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•
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Exhibit
1.02, Form of Amendment
to Placement Agent
Agreement
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•
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Exhibit
4.01, Form of Warrants
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•
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Exhibits
5.01 and 23.01, the legal opinion and consent of the Silvestre Law Group,
P.C; and
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•
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Exhibit
10.01, the Form of the Securities Purchase
Agreement.
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The
foregoing summary of the terms of the Securities Purchase Agreement, the
Placement Agent Agreement, the Amendment to the Placement Agent Agreement and
the Warrants, is subject to, and qualified in there entirety by, the
form of each respective agreement attached to this Current Report on Form 8-K as
Exhibits 10.01, 1.01, and 4.01 respectively and are incorporated herein by
reference.
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Item
9.01.
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Financial
Statements and Exhibits.
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Incorporated by
Reference
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Exhibit
No.
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Description
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Filed
Herewith
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Form
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Exhibit
No.
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File No.
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Filing Date
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1.01
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Form
of Placement Agent Agreement between the Company and Noble Financial
Capital Markets
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*
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| 1.02 |
Form
of Amendment to Placement Agent Agreement between Company and Noble
Financial Capital Markets
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*
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4.01
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Form
of Warrants
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*
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5.01
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Opinion
of Silvestre Law Group, P.C.
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*
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10.01
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Form
of Securities Purchase Agreement
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*
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23.01
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Consent
of Silvestre Law Group, P.C. (included as part of Exhibit
5.01)
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*
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99.1
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Press
release issued by the Company dated July 25, 2010
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*
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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:
June 29, 2010
INDEX
TO EXHIBITS
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Incorporated by
Reference
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Exhibit
No.
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Description
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Filed
Herewith
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Form
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Exhibit
No.
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File No.
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Filing Date
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1.01
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Form
of Placement Agent Agreement between the Company and Noble Financial
Capital Markets
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*
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| 1.02 |
Form
of Amendment to Placement Agent Agreement between Company and Noble
Financial Capital Markets
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*
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4.01
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Form
of Warrants
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*
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5.01
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Opinion
of Silvestre Law Group, P.C.
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*
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10.01
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Form
of Securities Purchase Agreement
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*
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23.01
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Consent
of Silvestre Law Group, P.C. (included as part of Exhibit
5.01)
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*
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99.1
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Press
release issued by the Company dated July 25, 2010
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*
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