Neuralstem Receives $20,000,000 Strategic Investment from Tianjin Pharmaceutical Group
September 12 2016 - 8:03AM
Neuralstem, Inc. (Nasdaq:CUR), a biopharmaceutical company focused
on the development of central nervous system therapies based on its
neural stem cell technology, today announced that on September 7,
2016, it entered into definitive agreements with Tianjin
Pharmaceutical Holding Group for the private placement of common
stock and convertible preferred stock for gross proceeds of
$20,000,000. Neuralstem intends to use the net proceeds from the
offering for clinical research and development and general
corporate purposes.
Neuralstem will issue to Tianjin Pharmaceutical
Holding Group, an aggregate of 28,500,000 shares of common stock at
a price per share of $0.253 and 1,000,000 shares of Series A 4.5%
convertible preferred stock with a stated value of $12.7895 per
share and which are immediately convertible into 50,551,383 shares
of common stock at a conversion price of $0.253 per share, subject
to certain beneficial ownership limitations. The offering is
expected to close during the fourth quarter of 2016 in accordance
with the regulations of money transfers of the People’s Republic of
China. The offering was constructed in order to comply with
the NASDAQ change-in-control and beneficial ownership
limitations.
The securities offered in the private placement
have not been registered under the Securities Act of 1933, as
amended (the “Securities Act”), or applicable state securities
laws. Accordingly, the securities may not be offered or sold in the
United States except pursuant to an effective registration
statement or an applicable exemption from the registration
requirements of the Securities Act and such applicable state
securities laws. The securities were offered only to Tianjin
Pharmaceutical Holding Group.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy any of the
securities described herein, nor shall there be any sale of these
securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
Further details of the placement will be
described in a Current Report on Form 8-K to be filed with the SEC
by the Company and all of the transaction documents will be
attached to the Form 8-K. The information is qualified in its
entirety by the Current Report to be filed on Form 8-K, including
the exhibits, with respect to this transaction.
About Neuralstem
Neuralstem's patented technology enables the
commercial-scale production of multiple types of central nervous
system stem cells, which are being developed as potential therapies
for multiple central nervous system diseases and conditions.
Neuralstem's ability to generate neural stem
cell lines from human hippocampus, which were used for systematic
chemical screening for neurogenesis effect, has led to the
discovery and patenting of molecules that Neuralstem believes may
stimulate the brain's capacity to generate new neurons, potentially
reversing pathophysiologies associated with certain central nervous
system (CNS) conditions.
The company has completed Phase 1a and 1b trials
evaluating NSI-189, its first neurogenic small molecule product
candidate, for the treatment of major depressive disorder or MDD,
and is currently conducting a Phase 2 efficacy study for MDD.
Neuralstem's first stem cell product candidate,
NSI-566, a spinal cord-derived neural stem cell line, is under
development for treatment of amyotrophic lateral sclerosis (ALS).
Neuralstem has completed two clinical studies, in a total of thirty
patients, which met primary safety endpoints. In addition to ALS,
NSI-566 is also in a Phase 1 study to treat paralysis due to
chronic spinal cord injury, as well as in a Phase 1 study to treat
paralysis from ischemic stroke.
Cautionary Statement Regarding Forward Looking
Information:
This news release contains "forward-looking
statements" made pursuant to the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995. Such
forward-looking statements relate to future, not past, events and
may often be identified by words such as "expect," "anticipate,"
"intend," "plan," "believe," "seek" or "will." Forward-looking
statements by their nature address matters that are, to different
degrees, uncertain.
Specific risks and uncertainties that could
cause our actual results to differ materially from those expressed
in our forward-looking statements include 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, 2015, and filed with the Securities
and Exchange Commission (SEC) on March 14, 2016, Form
10-Q for the period ended June 30, 2016, and in other reports
filed with the SEC.
Contact:
Neuralstem – Investor Relations:
Danielle Spangler
301.366.1481
Planet Communications - Media Relations:
Deanne Eagle
917.837.5866
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