Securities Registration: Employee Benefit Plan (s-8)
October 04 2017 - 5:26PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on October
4, 2017
Registration No. 333-172563
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_______________________
Neuralstem, Inc.
(Exact name of Registrant as specified in its charter)
_______________________
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Delaware
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52-2007292
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(State of Incorporation)
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(I.R.S. Employer
Identification Number)
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20271 Goldenrod Lane
Germantown, MD 20876
Tel: 301.366.4960
(Address, including zip code, and telephone number, including
area code,
of Registrant’s principal executive offices)
_______________________
2010 Equity Compensation Plan
(Full title of the plan)
_______________________
Paracorp Incorporated
2140 S Dupont Hwy
Camden, DE 19934
302.697.4590
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
_______________________
Copies to:
Raul Silvestre, Esq
Silvestre Law Group, P.C.
31200 Via Colinas, Suite 200
Westlake Village, Ca 91362
(818) 597-7552
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☒
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not
to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to
Section 7(a)(2)(B) of the Securities Act. ☐
_______________________
Calculation of Registration Fee
Title of Securities
To Be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering Price
Per Share(2)
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Proposed
Maximum
Aggregate
Offering Price(2)
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Amount of
Registration Fee(2)
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Common Stock, par value $0.01 per share, to be issued under the Neuralstem, Inc. 2010 Equity Compensation Plan
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700,000
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$1.30
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$910,000
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$113.30
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Total
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700,000
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$1.30
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$910,000
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$113.30
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(1)
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Pursuant to Rule 416(a) of the Securities Act of 1933,
as amended (the “Securities Act”), this Registration Statement on Form S-8 shall also cover any additional shares of
the Registrant’s Common Stock as may become available for issuance pursuant to the Neuralstem, Inc., 2010 Equity Compensation
Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction affected without the receipt of
consideration that results in an increase in the number of the Registrant’s outstanding shares of Common Stock.
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(2)
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Estimated solely for the purposes of computing the amount of the registration fee. This registration fee has been calculated pursuant to Rule 457(h)(1) and Rule 457(c) of the Securities Act, based upon the average of the high and low prices of the Registrant’s Common Stock on September 29, 2017, as reported by NASDAQ, which was $1.30.
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REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION
E
This Registration Statement on Form S-8 (the
“
Registration Statement
”) is being filed by Neuralstem, Inc., a Delaware corporation (the “
Registrant
”), to register an additional 700,000 shares of its common stock, par value $0.01 per share, issuable to eligible employees,
directors and consultants of the Registrant and its affiliates under the Registrant’s 2010 Equity Compensation Plan, as amended
(the “
Plan
”). Accordingly, the contents of the previous Registration Statement on Form S-8 (File No. 333-172563)
filed by the Registrant with the U.S. Securities and Exchange Commission (the “
SEC
”) on March 1, 2011 and
subsequently amended on March 28, 2014 (the “
Prior Registration Statement
”) relating to the Plan, including
periodic reports that we filed after the Prior Registration Statement to maintain current information about us, are incorporated
by reference into the Registration Statement pursuant to General Instruction E of Form S-8. The Prior Registration Statement is
currently effective.
Item 8. Exhibits.
The Index of Exhibits filed herewith and appearing immediately after the signature page
to the Registration Statement is incorporated by reference in this Item 8.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused
the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Germantown,
State of Maryland, on October 4, 2017.
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NEURALSTEM, INC.
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By:
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/s/ Rich Daly
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Rich Daly
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Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below hereby constitutes and appoints Rich Daly, and each of them acting individually, as his or
her true and lawful attorney-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities (unless revoked in writing), to sign any and all amendments (including post-effective
amendments thereto) to the Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents
in connection therewith, with the SEC, granting to such attorney-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in connection therewith, as full to all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming all that such attorney-in-fact and agents, or their or his
or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, the Registration
Statement has been signed by the following persons in the capacities and on the dates indicated:
Signature
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Title
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Date
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/s/ Rich Daly
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Chief Executive Officer, Chairman of the Board and Director
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October 4, 2017
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Rich Daly
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(Principal Executive Officer)
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/s/ Rich Daly
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Senior Vice President and Chief Financial Officer
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October 4, 2017
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Rich Daly
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(Principal Financial and Accounting Officer)
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/s/ Sandford Smith
Sandford Smith
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Director
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October 4, 2017
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/s/ Stanley Westreich
Stanley Westreich
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Director
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October 4, 2017
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/s/ Scott Ogilvie
Scott Ogilvie
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Director
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October 4, 2017
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/s/ William Oldaker
William Oldaker
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Director
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October 4, 2017
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/s/ Dr. Cristina Csimma
Dr. Cristina Csimma
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Director
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October 4, 2017
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/s/ Zhuo Zhang
Zhuo Zhang
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Director
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October 4, 2017
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NEURALSTEM INC.
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
**
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Management contracts or compensation plans or arrangements in which directors or executive
officers are eligible to participate.
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