Tianjin Pharma Makes $20M Investment in Neuralstem (CUR)

September 12, 2016 8:04 AM EDT

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Neuralstem, Inc. (Nasdaq: CUR) 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.

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