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SUPPLEMENT
No. 2
DATED
January 22, 2009
(To
Prospectus dated January 2, 2008)
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Rule
424(b)(3)
Registration
No. 333-142451
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20,310,813
Common
Shares
This
prospectus supplement supplements information contained in, and should be read
in conjunction with, that certain Prospectus, dated January 2, 2008, of
Neuralstem, Inc. (”Company) as well as all prior supplements thereto. This
supplement is not complete without, and may not be delivered or used except in
connection with, the original Prospectus and all supplements thereto. The
Prospectus relates to the resale of up to 20,310,813 shares of our common stock
by the selling shareholders identified in the Prospectus.
The
information contained herein supplements, modifies and supersedes, in part, the
information in the Prospectus, as supplemented. Any information that is modified
or superseded in the Prospectus shall not be deemed to constitute a part of the
Prospectus, except as modified or superseded by this supplement.
We may
amend or supplement the Prospectus from time to time by filing amendments or
supplements as required. You should read the entire Prospectus and any
amendments or supplements carefully before you make an investment
decision.
See “Risk Factors” beginning on page
3 of the prospectus dated January 2, 2008, for risk factors and information you
should consider before you purchase shares.
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.
Described
below are acts or events that constitute a substantive change from or addition
to the information set forth in the above-referenced prospectus:
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On
December 18, 2008, the Company completed the offering of $2,000,000 of its
common stock at a price per share of $1.25 (“Offering”). As a
result of the Offering, certain anti-dilution provisions in the outstanding warrants
held by the selling shareholders resulted
in:
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the exercise price of Series A warrants
outstanding on December 18, 2008 being reduced to $1.25; and
the exercise price of Series B warrants
outstanding on December 18, 2008 being reduced to $1.25.
The
information in the Prospectus and any supplements thereto regarding the exercise
price of the Series A and B warrants is amended with the information set forth above. The
adjustment does not affect any Series A or B warrants previously exercised and
no longer outstanding as of the Offering date.
FORWARD-LOOKING
STATEMENTS
You
should carefully consider the risk factors set forth in the Prospectus, as well
as the other information contained in this supplement and any other supplements
previously filed. This supplement and the Prospectus contain forward-looking
statements regarding events, conditions, and financial trends that may affect
our plan of operation, business strategy, operating results, and financial
position. You are cautioned that any forward-looking statements are not
guarantees of future performance and are subject to risks and uncertainties.
Actual results may differ materially from those included within the
forward-looking statements as a result of various factors. Cautionary statements
in the “Risk Factors” section of the Prospectus identify important risks and
uncertainties affecting our future, which could cause actual results to differ
materially from the forward-looking statements made in this supplement and the
Prospectus.