CUR Neuralstem Inc

Item 1.

(a) Name of Issuer

Neuralstem, Inc. (the “ Issuer ”)

(b) Address of Issuer’s Principal Executive Offices

20271 Goldenrod Lane, 2nd Floor

Germantown, Maryland 20876

Item 2.

(a) Name of Person Filing

(b) Address of Principal Business Office or, if none, Residence

(c) Citizenship

This Schedule 13G is being filed on behalf of (i) Mitchell P. Kopin, an individual who is a citizen of the United States of America (“ Mr. Kopin ”), (ii) Daniel B. Asher, an individual who is a citizen of the United States of America (“ Mr. Asher ”) and (iii) Intracoastal Capital LLC, a Delaware limited liability company (“ Intracoastal ” and together with Mr. Kopin and Mr. Asher, collectively the “ Reporting Persons ”).

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1 , pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.

The principal business office of Mr. Kopin and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483.

The principal business office of Mr. Asher is 111 W. Jackson Boulevard, Suite 2000, Chicago, Illinois 60604.

(d) Title of Class of Securities

Common stock, $0.01 par value per share, of the Issuer (the “ Common Stock ”).

(e) CUSIP Number

64127R500

Not applicable.

(a) and (b):

(i) Immediately following the consummation of the underwritten public offering by the Issuer on July 30, 2019 (the “ Offering ”), each of the Reporting Persons may have been deemed to have beneficial ownership of 150,490 shares of Common Stock, which consisted of (i) 149,824 shares of Common Stock held by Intracoastal and (ii) 666 shares of Common Stock issuable upon an exercise of a warrant held by Intracoastal (“ Intracoastal Warrant 1 ”), and all such shares of Common Stock in the aggregate represent beneficial ownership of approximately 9.99% of the Common Stock, based on (1) 1,499,077 shares of Common Stock outstanding as reported to the Reporting Persons and (2) 666 shares of Common Stock issuable upon an exercise of Intracoastal Warrant 1.

The foregoing excludes (I) 925,260 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1 because Intracoastal Warrant 1 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 1 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 9.99% of the Common Stock, (II) 925,926 shares of Common Stock issuable upon exercise of a second warrant held by Intracoastal (“ Intracoastal Warrant 2 ”) because Intracoastal Warrant 2 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 2 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 9.99% of the Common Stock, and (III) 776,768 shares of Common Stock issuable upon exercise of a third warrant held by Intracoastal (“ Intracoastal Warrant 3 ”) because Intracoastal Warrant 3 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 3 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 9.99% of the Common Stock. Without such blocker provisions, each of the Reporting Persons may have been deemed to have beneficial ownership of 2,777,778 shares of Common Stock.

(ii) As of the close of business on August 8, 2019, each of the Reporting Persons may have been deemed to have beneficial ownership of 173,027 shares of Common Stock , which consisted of (i) 128,100 shares of Common Stock held by Intracoastal and (ii) 44,927 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1 , and all such shares of Common Stock represented beneficial ownership of approximately 9.99% of the Common Stock, based on (1) 1,499,077 shares of Common Stock outstanding as reported to the Reporting Persons plus (2) 188,000 shares of Common Stock issued upon exercise of Intracoastal Warrant 3 and (3) 44,927 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1. The foregoing excludes (I) 880,999 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1 because Intracoastal Warrant 1 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 1 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 9.99% of the Common Stock, (II) 925,926 shares of Common Stock issuable upon exercise of Intracoastal Warrant 2 because Intracoastal Warrant 2 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 2 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 9.99% of the Common Stock, and (III) 588,768 shares of Common Stock issuable upon exercise of Intracoastal Warrant 3 because Intracoastal Warrant 3 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 3 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 9.99% of the Common Stock. Without such blocker provisions, each of the Reporting Persons may have been deemed to have beneficial ownership of 2,568,720 shares of Common Stock.

(c) Number of shares as to which each Reporting Person has:

(i) Sole power to vote or to direct the vote:                0                .

(ii) Shared power to vote or to direct the vote:                173,027                .

(iii) Sole power to dispose or to direct the disposition of                0                .

(iv) Shared power to dispose or to direct the disposition of                152,327                .

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: August 8, 2019

Exhibit 1

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Date: August 8, 2019

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