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 11, 2010
Neuralstem, Inc.
(Exact name of registrant as specified
in Charter)
|
Delaware
|
|
000-1357459
|
|
52-2007292
|
|
(State or other jurisdiction
of
incorporation or
organization)
|
|
(Commission File
No.)
|
|
(IRS Employee Identification
No.)
|
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)
x 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))
On June
11, 2010, Neuralstem, Inc. (the “Company”) made available on its
website a letter from management to its shareholders regarding the Company’s
developments over the past year. The Company anticipates this letter
will be mailed to shareholders along with the Company’s Proxy Statement and
Annual Report in connection with the 2010 Annual Meeting of
Shareholders. A copy of the letter is attached to this Form 8-K as
Exhibit 99.01 and is incorporated herein by reference.
The
information contained in this Current Report on Form 8-K and the exhibits
attached hereto 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 or exhibits to this Form 8-K shall not be deemed an admission as to the
materiality of any information in this report on Form 8-K.
Additional
Information
The
Company plans to mail to its shareholders a proxy statement in connection with
the 2010 Annual Meeting of Shareholders. The Company and its
respective directors and executive officers may be deemed to be participants in
the solicitation of proxies. Information regarding our directors and executive
officers is contained in the Company’s proxy statement filed with the Securities
and Exchange Commission (“SEC”) on June 4, 2010. The proxy statement contains
important information about the Company and related matters, including the
current security holdings of the Company’s respective officers and
directors.
The
written materials described above and other documents filed by the Company with
the SEC will be available free of charge from the SEC’s website at
www.sec.gov.
|
Item 9.01
|
Financial Statement and
Exhibits.
|
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
|
|
|
99.01
|
|
Letter
to Shareholders
|
|
|
|
|
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.
| |
Neuralstem,
Inc. |
|
| |
|
|
|
|
Date: June
11, 2010
|
|
/s/ Richard
Garr |
|
| |
|
By: Richard
Garr |
|
| |
|
Chief
Executive Officer |
|