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): December 29 
 
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)
 
o
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))
 

 
Item 7.01 
Regulation FD Disclosure

On December 29, 2009, Neuralstem, Inc. (“Company”) completed the private placement of 646,551 of its common shares (“Shares”) resulting in gross proceeds to the Company of $1,500,000.  The Shares were sold to 1 accredited investor at a price of $2.32 per share.  The Company agreed to file a registration statement covering the resale of such shares by March 21, 2010.

The information contained in this Current Report on Form 8-K 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 herein shall not be deemed an admission as to the materiality of any information in this report on Form 8-K.


 
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.
  
       
 
By:
/s/ I. Richard Garr
  
   
I. Richard Garr
Chief Executive Officer
  
 
Dated: December 29, 2009