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): May 12, 2014 (May 8, 2014)

 

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.)

 

20271 Goldenrod Lane, 2nd Floor, Germantown, Maryland 20876

(Address of Principal Executive Offices)

 

(301) 366-4960

(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 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

 

Item 5.02.Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On May 8, 2014, the board of directors (“Board”) of Neuralstem, Inc. (the “Company”) was expanded from six (6) to seven (7) members upon the appointment of Sandford Smith. Mr. Smith will serve as a Class I director until the Company’s 2015 annual shareholders meeting or until such time as he resigns or is removed.

 

Mr. Smith served from 1996 until 2011 in various senior and executive management positions at Genzyme Corporation (Formerly NASDAQ: GENZ), including most recently as Executive Vice President and President, International Group with responsibility for the commercial activities for Genzyme’s products outside of the U.S. Prior to joining Genzyme, Mr. Smith served from 1986 to 1996 as President and Chief Executive Officer and a Director of Repligen Corporation, a formerly publicly traded biotechnology company. Mr. Smith previously held a number of positions with Bristol-Myers Squibb Company (NYSE: BMY) from 1977 to 1986, including Vice President of Business Development and Strategic Planning for the Pharmaceutical Group. Mr. Smith currently serves as a director of Cytokynetics, Inc. (NASDAQ: CYTK), a biopharmaceutical company and BioBehavioral Diagnostics Company (a privately held company that manufactures and markets technologies for the diagnosis and management of neurological and psychiatric conditions), and serves as a member of the President’s Advisory Board of Brigham and Women’s Hospital in Boston. Mr. Smith also is the founder of Smith Scholars, a medical residency program for physicians from resource-poor nations. During the past five years, Mr. Smith has served as a director of Ariad Pharmaceuticals, Inc. (NASDAQ: ARIA) and Nventa Biopharmaceuticals Corporation.

There are no family relationships among Mr. Smith and any of our executive officers or directors.

 

As compensation for his services on the Board, Mr. Smith will participate in the Company’s non-executive board compensation plan as described in the Company’s Proxy Statement filed on April 29, 2014.

 

A copy of the press release announcing the appointment of Mr. Smith is attached to this report as Exhibit 99.01.

 

 

Item 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

The information provided in Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

 

 

Item 9.01Financial Statement and Exhibits.

 

Exhibit Number   Description
     
99.01   Press Release Dated May 8, 2014
     

 

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: May 12, 2014

 

 
 

 

Exhibit Number   Description
     
99.01   Press Release Dated May 8, 2014
     

 

 

 

 

 

 

 

 



 

 

Contact:  
Planet Communications - Media Relations:  
Deanne Eagle 917.837.5866
MDC Group - Investor Relations:  
Susan Roush 747.222.7012
David Castaneda 414.351.9758

  

NEURALSTEM APPOINTS SANDFORD DREXEL SMITH, FORMER GENZYME EXECUTIVE VICE PRESIDENT, TO BOARD OF DIRECTORS

 

ROCKVILLE, MD, May 8, 2014 -- Neuralstem, Inc. (NYSE MKT: CUR) announced the appointment of Sandford Drexel Smith to its Board of Directors, bringing the total number of board members to seven, five of whom are independent. Mr. Smith is the former President, International Group, and Executive Vice President of Genzyme Corporation. He also served on Genzyme’s Executive Committee, where he reported directly to the Chairman and CEO. As President of the International Group, Mr. Smith opened markets in China, Latin America, India, Russia and Eastern Europe, establishing more than 45 offices worldwide, and was responsible for the launch of 12 new products in diverse therapeutic areas. Under Mr. Smith’s leadership, Genzyme’s international business grew from $100 million to $3.1 billion in 2011, or 60% of the company’s total revenues. In 2011, Genzyme was acquired by Sanofi, one of the world’s largest healthcare companies, and Mr. Smith helped coordinate the integration.

 

“I am honored and excited to become the newest Director of Neuralstem’s Board,” said Mr. Smith. “Neuralstem’s technology has the potential to be a transformational platform for patients in a wide range of CNS diseases. I look forward to working with the management team and the Board at this dynamic time in the company’s development to bringing life-changing products to patients on a global scale.”

 

“We are pleased to have Sandy join our Board and the Neuralstem team,” said Richard Garr, President and Chief Executive Officer of Neuralstem. “We are approaching a pivotal point for Neuralstem, establishing proof-of-principle in humans in multiple CNS indications around the world. Sandy’s experience directing global commercialization for the world's most successful rare disease company will prove invaluable as we build the infrastructure necessary to move our programs and company to the next level.”

 

 
 

 

Mr. Smith currently serves as a director of two publicly traded companies: Aegerion Pharmaceuticals and CytoKinetics, and is a former Vice Chairman of the Board and Lead Independent Director at Ariad Pharmaceuticals. Mr. Smith is on the President’s Advisory Board of Brigham & Women’s Hospital, a teaching affiliate of Harvard Medical School. He is the founder of the Smith Scholars, a medical residency program for physicians from resource-poor nations. Mr. Smith is also a Managing Director of Tullis Health Investors, a healthcare venture capital firm. He holds a B.Sc. degree from the University of Denver.

 

About Neuralstem

 

Neuralstem's patented technology enables the production of neural stem cells of the brain and spinal cord in commercial quantities, and the ability to control the differentiation of these cells constitutively into mature, physiologically relevant human neurons and glial cells. Neuralstem’s NSI-566 spinal cord-derived stem cell therapy is in Phase II clinical trials for amyotrophic lateral sclerosis (ALS), often referred to as Lou Gehrig's disease. Neuralstem has been awarded orphan status designation by the FDA for its ALS cell therapy.

 

In addition to ALS, the company is also targeting major central nervous system conditions with its NSI-566 cell therapy platform, including spinal cord injury and ischemic stroke. The company has received FDA approval to commence a Phase I safety trial in chronic spinal cord injury.

 

Neuralstem also maintains the ability to generate stable human neural stem cell lines suitable for systematic screening of large chemical libraries. Through this proprietary screening technology, Neuralstem has discovered and patented compounds that may stimulate the brain's capacity to generate neurons, possibly reversing pathologies associated with certain central nervous system conditions.  The company has completed a Phase I safety trial evaluating NSI-189, its first neurogenic small molecule product candidate, for the treatment of major depressive disorder (MDD). Additional indications might include traumatic brain injury (TBI), Alzheimer's disease, and post-traumatic stress disorder (PTSD).

 

For more information, please visit www.neuralstem.com or connect with us on Twitter, Facebook and LinkedIn

 

Cautionary Statement Regarding Forward Looking Information:

 

This news release may contain forward-looking statements made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements in this press release regarding potential applications of Neuralstem's technologies constitute forward-looking statements that involve risks and uncertainties, including, without limitation, risks inherent in the development and commercialization of potential products, uncertainty of clinical trial results or regulatory approvals or clearances, need for future capital, dependence upon collaborators and maintenance of our intellectual property rights. Actual results may differ materially from the results anticipated in these forward-looking statements. Additional information on potential factors that could affect our results and other risks and uncertainties are detailed from time to time in Neuralstem's periodic reports, including the annual report on Form 10-K for the year ended December 31, 2013.

 

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