Filed Pursuant
to Rule 424(b)(5)
Registration
No. 333-169847
PROSPECTUS
NEURALSTEM,
INC.
300,000
Shares of Common Stock
This
prospectus relates to the resale of up to 300,000 shares of our common stock
being offered by the selling shareholders listed on page 3. We
will not receive any proceeds from the sale of the shares of common stock by the
selling shareholders.
Our
shares of common stock are quoted on the NYSE: AMEX under the symbol
“CUR.” On October 4 2010, the last reported sales price of our common
stock was, was $2.31
Our
principal executive offices are located at 9700 Great Seneca Highway, Rockville,
MD, telephone number 301-366-4841.
________________________________________________________________
Investing
in our common stock involves a high degree of risk. You are urged to read the
section entitled “Risk Factors” beginning on page 3; of this prospectus, which
describes specific risks and other information that should be considered before
you make an investment decision.
________________________________________________________________
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS
APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The Date
of this Prospectus is October 18, 2010
Table
of Contents
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Page
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The Company
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1
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Risk Factors
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2
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Forward-Looking Statements
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3
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Dividend Policy
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3
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Use of Proceeds
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| Determination
of Offering Price |
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3
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| Selling
Shareholders |
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3
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Plan of Distribution
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4
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Legal Matters
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6
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Experts
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6
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Where You Can Find More
Information
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6
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Information Incorporated by
Reference
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6
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THE
COMPANY
Overview
We are
focused on the development and commercialization of treatments based on
transplanting human neural stem cells and small molecule compounds.
We have
developed and maintain a portfolio of patents and patent applications that form
the proprietary base for our research and development efforts in the area of
neural stem cell research. We own or exclusively license fourteen (14) issued
patents and twenty-two (22) patent pending applications in the field of
regenerative medicine and related technologies. We believe our technology base,
in combination with our know-how, and collaborative projects with major research
institutions, provide a competitive advantage and will facilitate the
development and commercialization of products for use in the treatment of a wide
array of neurodegenerative conditions and in regenerative repair of acute
disease.
Regenerative
medicine is a young and emerging field. Regenerative medicine is the process of
creating living, functional tissues to repair or replace tissue or organ
function lost due to age, disease, damage, or congenital defects. There can be
no assurances that our intellectual property portfolio will ultimately produce
viable commercialized products and processes. Even if we are able to produce a
commercially viable product, there are strong competitors in this field and our
products may not be able to successfully compete against them.
All of
our research efforts to date are at the pre-clinical or clinical stage of
development. We are focused on leveraging our key assets, including our
intellectual property, our scientific team and our facilities, to advance our
technologies. In addition, we are pursuing strategic collaborations with members
of academia.
Clinical
Trials
On
December 18, 2008 we filed our first Investigational New Drug Application
(“IND”) with the U.S. Food and Drug Administration (“FDA”) to begin a clinical
trial to treat Amyotrophic Lateral Sclerosis (“ALS” or “Lou Gehrig’s disease”).
On September 21, 2009, the FDA approved our IND. The first patient in our
study was dosed on January 21, 2010 at Emory University in Atlanta Georgia.
In May of 2010, we announced that, after reviewing the safety data from
the first cohort of three patients, the Safety Monitoring Board has approved
moving to the next cohort and transplantation of the fourth patient. The first
cohort of patients received five injections of the Company's spinal cord stem
cells on one side of the spinal cord. The second cohort of three patients will
receive ten injections, five on each side of the cord. The trial
will ultimately consist of up to 18 ALS patients, who will be examined at
regular intervals post-surgery, with final review of the data to come six months
after the last patient is treated. To date, we
have treated 6 patients. It is still too early in the
trials to make any determination as to its level of success, if
any.
On August 22, 2010, we filed our second IND with the FDA. The IND is
being filed in connection with our proposed Phase I clinical trials for
Chronic Spinal Cord injury. We anticipate the study will be a multi-site
study in the U.S.
Technology
Stem
Cells
Our
technology enables the isolation and large-scale expansion of human neural stem
cells from all areas of the developing human brain and spinal cord, thus
enabling the generation of physiologically relevant human neurons of all types.
Our two issued core patents entitled: (i) Isolation, Propagation,
and Directed Differentiation of Stem Cells from Embryonic and Adult Central
Nervous System of Mammals; and (ii) In Vitro Generation of
Differentiated Neurons from Cultures of Mammalian Multipotential CNS Stem
Cell contain claims which cover the process of deriving the
cells as well as the cells created from this process.
What
differentiates our stem cell technology from others is that our patented
processes do not require us to direct our cells towards a certain fate by adding
specific growth factors. Our cells actually “become” the type of cell they are
fated to be. This process and the resulting cells comprise a technology platform
that allows for the efficient isolation and production, in commercially
reasonable quantities, of neural stem cells from the human brain and spinal
cord.
To date
we have focused our efforts on applications involving spinal cord stem cells. We
believe we have established “proof of principle” for two important spinal cord
applications: ALS, or Lou Gehrig’s disease, and Ischemic Spastic Paraplegia (a
painful form of spasticity that may arise as a complication of surgery to repair
aortic aneurysms). Of these applications, we have commenced Phase I trials with
regard to ALS.
We intend
to treat both chronic and acute spinal cord injury with the same spinal cord
stem cells, utilizing the same injection devices we are using for
ALS. The treatment for spinal cord injury will, however, likely only
involve a few injections as opposed to the fifteen injection dosage that is
ultimately planned for the ALS trial. We, therefore, add to our
knowledge about the surgical route of entry for both the ALS patients and the
spinal cord injury patients with each patient we treat in the ALS
trial.
Small-molecule
Compounds
We have
performed tests on cultured neural stem cells as well as in animal models in
order to validate the performance of small molecule compounds for
hippocampal neurogenesis. As a result of those tests, we feel that our small
molecule compound may have an application with regard to the treatment of
depression. We expect to file an IND to commence human safety trials
of our lead small molecule compound to treat major depression in early
2011. In anticipation of filing the IND, we have contracted for a
production run of our compound using Good Manufacturing Practice (“GMP”) methods
which will be large enough to complete safety testing and Phase I clinical
trials.
In
July of 2009, the U.S. Patent and Trademark Office (“USPTO”) issued the
patent covered by patent application 12/049,922, entitled “Use of Fused Nicotinamides to
Promote Neurogenesis,” which claims four chemical entities and any
pharmaceutical composition including them.
Research
We have
devoted substantial resources to our research programs in order to isolate and
develop a series of neural stem cell banks that we believe can serve as a basis
for our therapeutic products. Our efforts to date have been directed at methods
to identify, isolate and culture large varieties of stem cells of the human
nervous system, and to develop therapies utilizing these stem cells. This
research is conducted internally, through the use of third party laboratories
and consulting companies under our direct supervision, and through collaboration
with academic institutes.
Operating
Strategy
We employ
an outsourcing strategy where we outsource all of our Good Laboratory
Practices (“GLP”) preclinical development activities and GMP manufacturing and
clinical development activities to contract research organizations (“CRO”) and
contract manufacturing organizations (“CMO”) as well as all non critical
corporate functions. Manufacturing is also outsourced to
organizations with approved facilities and manufacturing
practices. This outsource model allows us to better manage cash on
hand and eliminates non-vital expenditures. It also allows for us to
operate with relatively fewer employees and lower fixed costs than that required
by our competitors.
Employees
As of
June 30, 2010, we had 9 full-time employees and 11 full time independent
contractors. Of these employees, 4 work on research and development
and 5 in administration. We also use the services of numerous outside
consultants in business and scientific matters.
Corporate
Information
We were
incorporated in 1997 in the state of Maryland and re-incorporated in the state
of Delaware in 2001. Our principal executive offices are located at
9700 Great Seneca Highway, Rockville, MD, and our telephone number at that
address is 301-366-4841.
RISK
FACTORS
An
investment in our securities involves a high degree of risk. The prospectus
supplement applicable to each offering of our securities will contain a
discussion of the risks applicable to an investment in our securities. Prior to
making a decision about investing in our securities, you should carefully
consider the specific factors discussed under the heading “Risk Factors” in the
applicable prospectus supplement, together with all of the other information
contained or incorporated by reference in the prospectus supplement or appearing
or incorporated by reference in this prospectus. You should also consider the
risks, uncertainties and assumptions discussed under Item 1A, “Risk
Factors,” in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2009 (as updated in our Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2010) which are incorporated herein by
reference, and may be amended, supplemented or superseded from time to time by
other reports we file with the SEC in the future and any prospectus supplement
related to a particular offering. The risks and uncertainties we have described
are not the only ones we face. Additional risks and uncertainties not presently
known to us or that we currently deem immaterial may also affect our
operations.
FORWARD-LOOKING
STATEMENTS
This
prospectus and the registration statement of which it forms a part, any
prospectus supplement, any related issuer free writing prospectus and the
documents incorporated by reference into these documents contain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of 1934, as amended, or the
Exchange Act. Forward-looking statements deal with our current plans,
intentions, beliefs and expectations and statements of future economic
performance. Statements containing terms such as “believe,” “do not believe,”
“plan,” “expect,” “intend,” “estimate,” “anticipate” and other phrases of
similar meaning are considered to contain uncertainty and are forward-looking
statements. In addition, from time to time we or our representatives have made
or will make forward-looking statements orally or in writing. Furthermore, such
forward-looking statements may be included in various filings that we make with
the SEC, or press releases or oral statements made by or with the approval of
one of our authorized executive officers. These forward-looking statements are
subject to certain known and unknown risks and uncertainties, as well as
assumptions that could cause actual results to differ materially from those
reflected in these forward-looking statements. Factors that might cause actual
results to differ include, but are not limited to, those set forth under
Item 1A, “Risk Factors,” and Item 7, “Management’s Discussion and
Analysis of Financial Condition and Results of Operations,” in our most recent
Annual Report on Form 10-K, the corresponding sections in our most recent
Quarterly Report on Form 10-Q and in our future filings made with the SEC.
Readers are cautioned not to place undue reliance on any forward-looking
statements contained in this prospectus, any prospectus supplement or any
related issuer free writing prospectus, which reflect management’s opinions only
as of their respective dates. Except as required by law, we undertake no
obligation to revise or publicly release the results of any revisions to any
forward-looking statements. You are advised, however, to consult any additional
disclosures we have made or will make in our reports to the SEC on Forms 10-K,
10-Q and 8-K, and any amendments thereto. All subsequent written and oral
forward-looking statements attributable to us or persons acting on our behalf
are expressly qualified in their entirety by the cautionary statements contained
in this prospectus, any prospectus supplement or any related issuer free writing
prospectus.
DIVIDEND
POLICY
We have
never paid cash dividends on our common stock. Moreover, we do not anticipate
paying periodic cash dividends on our common stock for the foreseeable future.
We intend to use all available cash and liquid assets in the operation and
growth of our business. Any future determination about the payment of dividends
will be made at the discretion of our board of directors and will depend upon
our earnings, if any, capital requirements, operating and financial conditions
and on such other factors as our board of directors deems relevant.
USE
OF PROCEEDS
This
prospectus relates to shares of our common stock that may be offered and sold
from time to time by the selling shareholders. There will be no proceeds to us
from the sale of shares of common stock in this offering. In
the event the warrants held by the selling shareholders are exercised for cash,
we will receive approximately $1,027,000. We will use the proceeds received from
the exercise of warrants, if any, for working capital.
DETERMINATION
OF OFFERING PRICE
This
offering is being made solely to allow the selling shareholders to offer and
sell the securities to the public. The selling shareholders may offer for resale
some or all of their securities at the time and price that they choose pursuant
to the Plan of Distribution. On any given day, the price per
Common Share is likely to be based on the market price for our Common Shares, as
quoted on the American Stock Exchange.
SELLING
SHAREHOLDERS
This
prospectus relates to the offering and sale, from time to time, of up to 300,000
common shares issuable upon the exercise of warrants held by the selling
shareholders (“Selling Shareholders”). The warrants were issued to the Selling
Shareholder as compensation for services and reimbursements of
expenses. The Selling Shareholders may exercise their warrants at any
time in their sole discretion. All of the Selling Shareholders named below
acquired their warrants directly from us in private
transactions.
Set forth
below is information, to the extent known to us, setting forth the name of each
Selling Shareholder and the amount and percentage of common stock owned by each
(including shares that can be acquired on the exercise of outstanding warrants)
prior to the offering, the shares to be sold in the offering, and the amount and
percentage of Common Stock to be owned by each (including shares that can be
acquired on the exercise of outstanding warrants) after the offering assuming
all shares are sold. The footnotes provide information about persons
who have voting and dispositive power for the Selling Shareholders and about
transactions between the Selling Shareholders and the Company.
The
Selling Shareholders may sell all or some of the shares of common stock they are
offering, and may sell shares of our common stock otherwise than pursuant to
this prospectus. The table below assumes that each selling stockholder exercises
all of its warrants and sells all of the shares issued upon exercise thereof,
and that each selling stockholder sells all of the shares offered by it in
offerings pursuant to this prospectus, and does not acquire any additional
shares. We are unable to determine the exact number of shares that
will actually be sold or when or if these sales will occur.
The
Selling Shareholders may sell all, some or none of their shares in this
offering. See “Plan of Distribution.” The total number of common
shares sold under this prospectus may be adjusted to reflect adjustments due to
stock dividends, stock distributions, splits, combinations, recapitalizations or
the triggering anti-dilution protective provisions with regard to the common
stock and warrants.
Unless
otherwise stated below in the footnotes, to our knowledge, no Selling
Stockholder nor any affiliate of such stockholder: (i) has held any position or
office with, been employed by or otherwise has had any material relationship
with us or our affiliates during the three years prior to the date of this
prospectus; or (ii) is a broker-dealer, or an affiliate of a
broker-dealer.
The
Selling Shareholders may sell all or some of the shares of common stock they are
offering, and may sell shares of our common stock otherwise than pursuant to
this prospectus. The table below assumes that each Selling Shareholder exercises
all of its warrants and sells all of the shares issued upon exercise thereof,
and that each selling stockholder sells all of the shares offered by it in
offerings pursuant to this prospectus, and does not acquire any additional
shares. We are unable to determine the exact number of shares that will actually
be sold or when or if these sales will occur.
We may
amend or supplement this prospectus from time to time in the future to update or
change this list and shares which may be resold.
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Common Shares Beneficially
Owned Before Sale (1)
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Common Shares Owned
After Sale (2)
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Securities
Owned
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% of class
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Shares
being
registered
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Amount
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% of
Class
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Market
Development Consulting Group, Inc. — 3(i)
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715,000
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3(ii) |
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1.55 |
% |
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175,000 |
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540,000 |
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1.17 |
% |
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Susan
Rouch
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25,000 |
4 |
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* |
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25,000 |
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- |
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* |
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Ridaa
H. Murad
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100,000 |
5 |
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* |
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100,000 |
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- |
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* |
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Total
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840,000 |
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1.82 |
% |
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300,000 |
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540,000 |
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1.17 |
% |
* Less
Than 1%
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(1)
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Pursuant
to Rules 13d-3 and 13d-5 of the Exchange Act, beneficial ownership
includes any common shares as to which a shareholder has sole or shared
voting power or investment power, and also any common shares which the
shareholder has the right to acquire within 60 days, including upon
exercise of common shares purchase options or warrants. There
were 46,182,178
common shares outstanding as of October 5,
2010.
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(2)
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Assumes
the sale of all common shares registered pursuant to this registration
statement.
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(3)
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(i)
David E. Castaneda has voting and dispositive power with respect to the
securities to be offered for resale. (ii) Includes: (a) 175,000
common share underlying warrants issued as compensation for services which
are being registered, (b) 140,000 common shares which were previously
registered, and (c) 400,000 common shares underlying warrants issued as
compensation for services which were previously registered. The
175,000 warrants of which we are registering the underlying shares have an
exercise price of $3.17 a term of 10 years and are substantially similar
to the consultant warrant issued on January 8,
2010.
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(4)
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The
25,000 warrants of which we are registering the underlying shares have an
exercise price of $3.17 a term of 10 years and are substantially similar
to the consultant warrant issued on January 8,
2010.
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(5)
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Includes
100,000 shares underlying warrants issued as compensation for
services. The warrants have an exercise price of $2.44 (issued on October
1, 2010), and a term of 10 years from the issuance
date.
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PLAN
OF DISTRIBUTION
Each
Selling Shareholder of the common stock and any of their pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of their shares
of common stock on the NYSE: AMEX or any stock exchange, market or trading
facility on which the shares are traded or in private transactions. These sales
may be at fixed or negotiated prices. A Selling Shareholder may use any one or
more of the following methods when selling shares:
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ordinary brokerage transactions
and transactions in which the broker-dealer solicits
purchasers;
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block trades in which the
broker-dealer will attempt to sell the shares as agent but may position
and resell a portion of the block as principal to facilitate the
transaction;
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purchases by a broker-dealer as
principal and resale by the broker-dealer for its
account;
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an exchange distribution in
accordance with the rules of the applicable
exchange;
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privately negotiated
transactions;
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settlement of short sales entered
into after the effective date of the registration statement of which this
prospectus is a part;
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broker-dealers may agree with the
Selling Shareholder to sell a specified number of such shares at a
stipulated price per share;
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through the writing or settlement
of options or other hedging transactions, whether through an options
exchange or otherwise;
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a combination of any such methods
of sale; or
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·
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any other method permitted
pursuant to applicable law.
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The
Selling Shareholders may also sell shares under Rule 144 under the Securities
Act of 1933, as amended (the “Securities Act”), if available, rather than under
this prospectus.
Broker-dealers
engaged by a Selling Shareholder may arrange for other brokers-dealers to
participate in sales. Broker-dealers may receive commissions or discounts from
the Selling Shareholder (or, if any broker-dealer acts as agent for the
purchaser of shares, from the purchaser) in amounts to be negotiated, but,
except as set forth in a supplement to this Prospectus, in the case of an agency
transaction not in excess of a customary brokerage commission in compliance with
FINRA Rules.
In
connection with the sale of the common stock or interests therein, the Selling
Shareholders may enter into hedging transactions with broker-dealers or other
financial institutions, which may in turn engage in short sales of the common
stock in the course of hedging the positions they assume. The Selling
Shareholders may also sell shares of the common stock short and deliver these
securities to close out their short positions, or loan or pledge the common
stock to broker-dealers that in turn may sell these securities. The Selling
Shareholders may also enter into option or other transactions with
broker-dealers or other financial institutions or the creation of one or more
derivative securities which require the delivery to such broker-dealer or other
financial institution of shares offered by this prospectus, which shares such
broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such
transaction).
The
Selling Shareholders and any broker-dealers or agents that are involved in
selling the shares may be deemed to be “underwriters” within the meaning of the
Securities Act in connection with such sales. In such event, any commissions
received by such broker-dealers or agents and any profit on the resale of the
shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. Each Selling Shareholder has informed the
Company that it does not have any written or oral agreement or understanding,
directly or indirectly, with any person to distribute the Common
Stock.
The
Company is required to pay certain fees and expenses incurred by the Company
incident to the registration of the shares. The Company has agreed to indemnify
the Selling Shareholder against certain losses, claims, damages and liabilities,
including liabilities under the Securities Act.
Because
Selling Shareholders may be deemed to be “underwriters” within the meaning of
the Securities Act, they will be subject to the prospectus delivery requirements
of the Securities Act including Rule 172 thereunder. In addition, any securities
covered by this prospectus which qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under Rule 144 rather than under this prospectus.
There is no underwriter or coordinating broker acting in connection with the
proposed sale of the resale shares by the Selling Shareholders.
Under
applicable rules and regulations under the Exchange Act, any person engaged in
the distribution of the resale shares may not simultaneously engage in market
making activities with respect to the common stock for the applicable restricted
period, as defined in Regulation M, prior to the commencement of the
distribution. In addition, the Selling Shareholders will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including Regulation M, which may limit the timing of purchases and
sales of shares of the common stock by the Selling Stockholders or any other
person. We will make copies of this prospectus available to the Selling
Stockholders and have informed them of the need to deliver a copy of this
prospectus to each purchaser at or prior to the time of the sale (including by
compliance with Rule 172 under the Securities Act).
LEGAL
MATTERS
The
validity of the securities offered by this prospectus will be passed upon by
Silvestre Law Group, P.C., Westlake Village, California.
EXPERTS
Stegman
& Company, our independent registered public accounting firm, has audited
our consolidated financial statements included in our Annual Report on
Form 10-K for the years ended December 31, 2009 and 2008, as set forth
in their report, which is incorporated by reference in this prospectus and
elsewhere in the registration statement. Our financial statements are, and
audited financial statements to be included in subsequently filed documents will
be, incorporated by reference in reliance on Stegman & Company’s report (to
the extent covered by consents filed with the Securities and Exchange
Commission), given on their authority as experts in accounting and
auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We have
filed with the SEC a registration statement to register the securities offered
by this prospectus under the Securities Act. This prospectus is part of that
registration statement, but omits certain information contained in the
registration statement, as permitted by SEC rules. For further information with
respect to our Company and this offering, reference is made to the registration
statement and the exhibits and any schedules filed with the registration
statement. Statements contained in this prospectus as to the contents of any
document referred to are not necessarily complete and in each instance, if the
document is filed as an exhibit, reference is made to the copy of the document
filed as an exhibit to the registration statement, each statement being
qualified in all respects by that reference. You may obtain copies of the
registration statement, including exhibits, as noted in the paragraph below or
by writing or telephoning us at:
NEURALSTEM,
INC
9700
Great Seneca Highway,
Rockville,
Maryland 20850
Attn:
Chief Financial Officer
Tel :
(301) 366-4841
We file
annual, quarterly and other reports, proxy statements and other information with
the SEC. Our SEC filings are available to the public over the Internet at the
SEC’s website at
http://www.sec.gov. You may also read and copy any document we file at
the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the Public
Reference Room. You can also inspect reports, proxy statements and other
information about us at the offices of the National Association of Securities
Dealers, Reports Section, 1735 K Street, N.W., Washington, D.C.
20006.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
We
incorporate information into this prospectus by reference, which means that we
disclose important information to you by referring you to another document filed
separately with the SEC. The information incorporated by reference is deemed to
be part of this prospectus, except for any such information superseded by
information contained in later-filed documents or directly in this prospectus.
This prospectus incorporates by reference the documents set forth below that we
have previously filed with the SEC (excluding those portions of any
Form 8-K that are not deemed “filed” pursuant to the General Instructions
of Form 8-K). These documents contain important information about us and
our financial condition.
We
incorporate by reference into this prospectus supplement the information
contained in the documents listed below, which is considered to be a part of
this prospectus supplement:
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·
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Our
Annual Report on Form 10-K and 10-K/A filed with the Commission on March
31, 2010, for the year ended December 31, 2009 and as amended on
October 5 2010, respectively;
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·
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Our
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
2010, filed on May 17, 2010;
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·
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Our
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
2010, filed on August 16,
2010;
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·
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Our
Current Reports on Form 8-K filed on June 11, 2010, June
29, 2010, and July 14, 2010 (excluding any information
furnished in such reports under Item 2.02, Item 7.01 or
Item 9.01);
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·
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Our
Definitive Proxy Statement on Form 14A for our 2010 Annual Meeting of
Stockholders, filed with the SEC on March 26, 2010;
and
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·
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The
description of our common stock contained in our Registration Statement on
Form SB-2 (Registration No. 333-142451), as amended (the
"Registration Statement"), filed under the Securities Act of 1933, as
amended, with the Commission on April 30, 2007 and declared effective May
4, 2007.
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All
reports and other documents we subsequently file pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the termination of this
offering, including all such documents we may file with the SEC after the date
of the initial registration statement and prior to the effectiveness of the
registration statement, but excluding any information furnished to, rather than
filed with, the SEC, will also be incorporated by reference into this prospectus
and deemed to be part of this prospectus from the date of the filing of such
reports and documents.
We will
provide without charge to each person, including any beneficial owner, to whom
this prospectus is delivered, upon written or oral request, a copy of any or all
documents that are incorporated by reference into this prospectus, but not
delivered with the prospectus, other than exhibits to such documents unless such
exhibits are specifically incorporated by reference into the documents that this
prospectus incorporates. You should direct written requests to: NEURALSTEM, INC,
9700 Great Seneca Highway, Rockville, Maryland 20850 Attn: Chief Financial
Officer Tel: (301) 366-4841
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