SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of report (Date of earliest event reported): January 29,
2007
Neuralstem,
Inc.
(Exact
name of registrant as specified in Charter)
Delaware
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000-1357459
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52-2007292
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File No.)
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(IRS
Employee Identification
No.)
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9700
Great Seneca Highway, Rockville, Maryland 20850
(Address
of Principal Executive Offices)
(301)
366-4841
(Issuer
Telephone number)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 4.01
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Changes
in Registrant’s Certifying
Accountant.
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On
January 29, 2007, Neuralstem, Inc. (the “Company”) dismissed George Brenner as
its principal independent accountant do to health reasons. George Brenner’s
report on the Company’s financial statements for the past two years did not
contain an adverse opinion or disclaimer of opinion, nor was it modified as
to
uncertainty, audit scope or accounting principles. There were no disagreements
with George Brenner on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which, if not
resolved to the satisfaction of George Brenner, would have caused it to make
reference to the subject matter of the disagreement(s) in connection with its
report.
The
Company has provided George Brenner with a copy of the disclosures it is making
in response to this Item 4.01 prior to the day that this Current Report on
Form 8-K is being filed with the SEC. The Company requested that George Brenner
furnish a letter addressed to the SEC stating whether it agrees with the
statements made by the Company in response to this Item 4.01 and, if not,
stating the respects in which it does not agree. A copy of such a letter
provided by George Brenner is filed as Exhibit 16.1 to this Current
Report.
On
January 29, 2007, the Company retained David Banerjee to serve as its principal
independent accountant. The Company’s board of directors approved the decision
to dismiss George Brenner as the Company’s principal independent accountant and
to retain David Banerjee to serve as the Company’s principal independent
accountant.
Item 9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits
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16.1
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Letter
dated February 2, 2007 from George Brenner to the United States
Securities and Exchange
Commission
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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NEURALSTEM,
INC.
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By: |
/s/ I.
Richard Garr
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I.
Richard Garr
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Chief
Executive Officer
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Dated:
February 2, 2007