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SUPPLEMENT
No. 2
DATED
March 2, 2009
(To
Prospectus dated September 9, 2008)
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Rule
424(b)(3)
Registration
No. 333-153387
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1,600,000
Shares of Common Stock
Placement
Agent Warrant for the Purchase of 112,000
This
prospectus supplement supplements information contained in, and should be read
in conjunction with, that certain Prospectus, dated September 9, 2008 and the
prospectus supplement filed pursuant to Rule 424(b)5 on December 18, 2008 of
Neuralstem, Inc. (”Company) as well as all prior supplements thereto and any of
the Company’s filings with the Securities and Exchange Commission (“SEC”) which
are incorporated therein by reference. 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 sale of up
to $25,000,000 of the Company’s securities. The prospectus supplement
filed pursuant to Rule 424(b)5 relates to: (i) the sale of 1,600,000
shares of the Company’s Common Stock; (ii) the sale of a placement agent warrant
to purchase up to 112,000 shares of the Company’s Common Stock; and (iii) the
shares underlying the placement agent warrant.
The
information contained herein supplements, modifies and supersedes, in part, the
information in the Prospectus and all prior supplements, as
supplemented. Any information that is modified or superseded in the
Prospectus or any prior supplements 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the Prospectus, except as modified or superseded by this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.
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See “Risk Factors” beginning on page
S-4 of the prospectus supplement filed pursuant to Rule
424(b)5 dated December 18, 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.
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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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The
Placement Agent Warrant is exercisable for a period of five years and has
an exercise price per share equal to $2.52, or 120% of the closing market
price of the Company’s common stock on December 16,
2008.
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The
information in the prospectus and any prior supplements regarding the exercise
price is amended with the information set forth above. Any terms not
specifically defined herein shall have the meaning ascribed to the in the
Prospectus and prospectus supplement filed pursuant to Rule
424(b)5.
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.