Unassociated Document
|
SUPPLEMENT
DATED December 16, 2010
(To
Prospectus dated October 8, 2010 and to
Prospectus
Supplement dated November 22, 2010)
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Rule
424(b)(3)
Registration
No. 333-169847
|
$45,000,000
Common
stock, Preferred stock, Warrants Units
This
prospectus supplement (“Supplement”) modifies, supersedes and supplements
information contained in, and should be read in conjunction with, that certain
prospectus, dated October 8, 2010 (“Prospectus”), of Neuralstem, Inc. (”Company)
as well as the prospectus supplement dated November 22, 2010 with regard to
offering of up to $20,000,000 of the Company’s common
stock. This supplement is not complete without, and may not be
delivered or used except in connection with, the Prospectus, the November 22,
2010 prospectus supplement and all supplements thereto.
The
information attached to this Supplement 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or superseded in the Prospectus shall not be deemed to constitute a part of the
Prospectus, except as modified or superseded by this Supplement.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 S-5 of the prospectus supplement dated November
22, 2010, for risk factors and information you should consider before you
purchase shares.
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 the prospectus. 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.
PLAN
OF DISTRIBUTION
The Plan
of Distribution section contained in the prospectus supplement dated November
22, 2010 is supplemented to contain the following additional
disclosure:
We have
also agreed to reimburse Stifel, Nicolaus & Company, Incorporated up to
$75,000 for legal fees incurred in connection with this offering.