SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of report (Date of earliest event reported): October 10,
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))
On
November 1, 2007, the Company filed a Current Report on Form 8-K/A with regard
to the dismissal of its prior auditor and the engagement of Stegman &
Company as its new auditor. At the time of filing, the Company had not received
conformation from its prior auditor that it agreed with the disclosure as
required by Regulation S-B Item 304(a)(3). On November 7, 2007, the Company
received conformation from its prior auditor that it agreed with the Company’s
disclosure. This Current Report on Form 8-K/A is being filed in order to update
the Company’s prior disclosure and provide the letter submitted by the Company’s
prior auditor as required by Regulation S-B Item 304(a)(3).
Item 4.01
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Changes
in Registrant’s Certifying
Accountant.
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Effective
October 10, 2007, the Audit Committee of the Board of Directors dismissed Dave
Banerjee CPA (“Banerjee”) as its independent registered public accounting
firm. Effective October 15, 2007, the Audit Committee engaged Stegman
& Company (the “New Auditor”) as its independent registered public
accounting firm.
Banerjee’s
report on the Company’s financial statements for the past year 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 Banerjee, for the last two fiscal years or the interim period from April
1,
2007 through the date of his dismissal on October 10, 2007, on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which, if not resolved to the satisfaction of Banerjee,
would have caused it to make reference to the subject matter of the
disagreement(s) in connection with its report.
During
the two most recent fiscal years and the interim period from April 1, 2007
through October 15, 2007, neither the Registrant nor anyone on its behalf
consulted the New Auditor regarding (i) either: the application of accounting
principles to a specified transaction, either completed or proposed; or the
type
of audit opinion that might be rendered on the Registrant’s financial
statements, and no written report or oral advice was provided to the Registrant
that the New Auditor concluded was an important factor considered by the
Registrant in reaching a decision as an accounting, auditing or financial
reporting issue; or (ii) any matter that was the subject of a disagreement
or a
reportable event (as defined in Regulation S-B Item 304(a)(1)).
The
Company has provided Banerjee 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/A is being filed with the SEC. The Company requested that Banerjee
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. On November 7, 2007, we
received the letter from Banerjee. A copy of such letter, dated November 5,
2007
is filed as Exhibit 16 to this Form 8-K/A.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
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16
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Letter
from Dave Banerjee CPA to the Securities and Exchange Commission,
dated
November 5, 2007.
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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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Date: November
8, 2007 |
By: |
/s/ John
Conron |
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John
Conron |
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Chief
Financial Officer
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