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): August 13, 2009 (August 7, 2009)
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)
(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):
[ ] 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
CFR240.14d-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 2.02.
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Results of Operations and
Financial Condition.
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On August
13, 2009, Neuralstem, Inc. (the “Company”) issued a press release announcing its
results for the three (3) and six (6) months ended June 30, 2009. A copy of the
press release is attached as Exhibit 99.1 and is incorporated herein by
reference.
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Item 3.01.
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Notice of Delisting or Failure to
Satisfy a Continued Listing Rules or Standards; Transfer of
Listing.
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On August
7, the Company received notice from the NYSE Amex (“Exchange”) that it failed to
comply with Section 301 of the NYSE Amex Company Guide. Section 301
provides that a listed company is not permitted to issue, or authorize its
transfer agent or registrar to issue or register, additional securities of a
listed class until it has filed an application for the listing of such
additional securities and received notification from the Exchange that the
securities have been approved for listing. The Company failed to
receive such notification in connection with its June 30, 2009
offering. The Exchange has notified the Company that due
to its current listing status, the Exchange is treating the notice as a Warning
Letter pursuant to Section 1009(a)(i) of the Company Guide.
On July
31, 2009, the Company submitted an application for the additional listing of
securities. Approval of the application by the Exchange will remedy
the deficiency noted in the warning letter.
On August
13, 2009, the Company issued a press release with respect to the foregoing
matter. A copy of the press release is attached as Exhibit 99.2 and is
incorporated herein by reference.
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Item 7.01.
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Regulation FD
Disclosure.
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The
information set forth above in Item 2.02 of this current report on Form 8-K is
incorporated herein by reference in its entirety.
The
information contained in Item 2.02 of 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
that is required to be disclosed solely to satisfy the requirements of
Regulation FD.
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Item 9.01.
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Financial Statement and
Exhibits.
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Exhibit
Number
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Description
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99.1
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Press
Release Dated August 13, 2009 (Earnings)
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99.2
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Press
Release Dated August 13, 2009
(Amex)
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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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