SUPPLEMENT
No. 5
DATED:
February 11, 2011
(To
Prospectus dated January 2, 2008)
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Rule
424(b)(3)
Registration
No. 333-142451
|
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 attached to this prospectus 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is modified or superseded in the Prospectus shall not be deemed to constitute a
part of the Prospectus, except as modified or superseded by this prospectus
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.
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.
SELLING
SHAREHOLDERS
The
Company has been notified that the selling shareholder, S.W. Bach & Company,
has transferred its warrants. Accordingly, the Selling Shareholder
table is being supplemented with the information regarding the transfer as
follows:
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Common
Shares Owned Before Sale (1)
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Common
Shares Owned After Sale (2)
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Held
Outright
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Warrants/Options
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Amount
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%
of class
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Shares
being registered
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Amount
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%
of Class
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S.W.
Bach & Company
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- |
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- |
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* |
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- |
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- |
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* |
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Scott
A. Ziegler
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57,000 |
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57,000 |
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* |
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57,000 |
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- |
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* |
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*
Less than 1%