Business Context and Reporting Period
This Form 8-K is filed by Neuralstem, Inc. (not Palisade Bio, Inc.) on January 6, 2017. The report details the implementation of a reverse stock split of the Company's common stock, authorized by shareholders at a special meeting on August 29, 2016.
Key Financial Metrics
This filing does not contain revenue, profit, cash flow, margin, debt, or liquidity metrics. The primary financial data point provided is the adjustment of share capital:
- Pre-Split Outstanding Shares: 143,427,149
- Post-Split Outstanding Shares: Approximately 11,032,858
- Reverse Stock Split Ratio: 1-for-13
Material Changes
The material change reported is the reduction of outstanding common stock and the proportional adjustment of related instruments:
- Share Count Reduction: Issued and outstanding shares were reduced from approximately 143.4 million to 11.0 million.
- Instrument Adjustments: Outstanding stock options, warrants, and convertible instruments were adjusted by reducing the underlying share count and increasing the exercise price proportionately.
- Preferred Stock: The conversion price for Series A 4.5% Convertible Preferred Stock was proportionately adjusted.
- Fractional Shares: No fractional shares were issued; any fractional amounts were rounded up to the next whole number.
Guidance, Outlook, and Risks
The filing does not provide financial guidance, management commentary on future performance, or specific risk factors beyond the mechanics of the stock split. Key operational details include:
- Effective Time: 5:00 p.m. Eastern Time on January 6, 2017.
- Trading Resumption: Common stock began trading on a post-split basis on the NASDAQ Capital Market on January 9, 2017.
- Symbol and CUSIP: The trading symbol remains "CUR"; the new CUSIP number is 64127R 401.
Investor Verification Checklist
- Verify the new CUSIP number (64127R 401) for trading purposes.
- Confirm the adjusted exercise prices and share counts for any held stock options or warrants.
- Check the adjusted conversion price for Series A 4.5% Convertible Preferred Stock.
- Review the Amended and Restated Certificate of Incorporation (Exhibit 3.01(i)) for full legal terms.