UNITED STATES
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): July 17, 2018
NeuroOne Medical Technologies Corporation
(Exact name of registrant as specified in its charter)
| 000-54716 | 27-0863354 | |
| (Commission File Number) | (IRS Employer Identification No.) |
10006 Liatris Lane, Eden Prairie, MN 55347
(Address of principal executive offices and zip code)
952-237-7412
(Registrant's telephone number including area code)
(Registrant's former name or former address, if changed since last report)
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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
Lock-Up Agreement
On March 1, 2018, Wade Fredrickson, a greater than 5% stockholder of NeuroOne Medical Technologies Corporation (the “ Company ”) entered into a lock-up agreement (the “ Agreement ”) with the Company in which he agreed, subject to certain exceptions, not to offer, sell, transfer or otherwise dispose of the Company’s securities for a period of 18 months following the effective date of the Agreement. On July 17, 2018, Mr. Fredrickson and the Company entered into an amendment (the “ Amendment ”) to the Agreement to revise one of the exceptions to the lock-up period. Under the Agreement, Mr. Fredrickson was permitted to transfer all or a portion of the locked-up securities during the lock-up period in the event the Company closed a financing resulting in a minimum of $3 million in gross proceeds by June 30, 2018. The Amendment extended this period from June 30, 2018 to December 31, 2018. All other material terms of the Agreement remain unchanged.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Private Placement
As previously disclosed in a Form 8-K filed by the Company with the Securities and Exchange Commission (the “ SEC ”) on July 13, 2018 (the “ Initial Form 8-K ”), the Company entered into subscription agreements (each, a “ Purchase Agreement ”) with a number of institutional and accredited investors (the “ Purchasers ”) pursuant to which the Company, in a private placement (the “ Private Placement ”), agreed to issue and sell to the Purchasers units (each, a “ Unit ”), each consisting of (i) 1 share (each, a “ Share ”) of the Company’s common stock, par value $0.001 per share (the “ Common Stock ”), and (ii) a warrant to purchase 1 share of Common Stock at an initial exercise price of $3.00 per share (the “ Warrants ”). Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Initial Form 8-K.
On July 20, 2018, the Company entered into Purchase Agreements with two additional Purchasers, and agreed to issue and sell an aggregate of 140,000 Units to such Purchasers, for total gross proceeds to the Company of approximately $350,000 before deducting offering expenses.
As of the date of this Current Report on Form 8-K, the Company has issued an aggregate of 215,200 Units, for total gross proceeds to the Company of approximately $538,000 in connection with all closings of the Private Placement.
Item 3.02. Unregistered Sales of Equity Securities.
As described more fully in Item 1.01 above, which description is hereby incorporated by reference into this Item 3.02, the Company issued shares of its Common Stock and Warrants to certain of the Purchasers, all of whom are accredited investors, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “ Securities Act ”), and Rule 506 of Regulation D promulgated thereunder. The Company will rely on this exemption from registration based in part on representations made by the Purchasers. The shares of Common Stock, Warrants, and Warrant Shares have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration under the Securities Act or an exemption from such registration requirements. Neither this Current Report on Form 8-K nor any exhibit attached hereto shall constitute an offer to sell or the solicitation of an offer to buy the Warrants, shares of Common Stock or any other securities of the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
* Incorporated by reference to our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 13, 2018
1
SIGNATURE
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.
| NEUROONE MEDICAL TECHNOLOGIES CORPORATION | ||
| Dated: July 23, 2018 | By: |
/s/ David Rosa |
| David Rosa | ||
| Chief Executive Officer | ||
2
Exhibit 10.1
AMENDMENT TO LOCK-UP AGREEMENT
This Amendment to Lock-up Agreement (this “ Amendment ”) is made effective as of ____________, 2018 by and between Wade Fredrickson ( “Shareholder” ) and NeuroOne Medical Technologies Corporation , a Delaware corporation (the “Company” ). Shareholder and the Company are hereinafter collectively referred to as the “Parties” , and individually referred to as a “Party” . Capitalized terms used and not otherwise defined in this Amendment shall have the respective meanings given to them in the Lock-up Agreement (as defined below).
Recitals
Whereas , Shareholder and the Company are parties to a lock-up agreement dated March 1, 2018 (the “ Lock-up Agreement ”), and the Parties desire to amend Section 2(j) of the Lock-up Agreement.
Agreement
Now, Therefore , in consideration of the foregoing recitals and the mutual promises and covenants herein contained, and for other good and valuable consideration the receipt of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:
1. Amendment to Section 2(j) of the Lock-up Agreement. Section 2(j) of the Lock-up Agreement is hereby deleted in its entirety and replaced with the following:
“ (j) If the first closing on a financing resulting in a minimum of $3 million in gross proceeds to the Company has not occurred by December 31, 2018.”
2. Construction . The terms of this Amendment amend and modify the Lock-up Agreement as if fully set forth in the Lock-up Agreement. If there is any conflict between the terms, conditions and obligations of this Amendment and the Lock-up Agreement, this Amendment’s terms, conditions and obligations shall control. All other provisions of the Lock-up Agreement not specifically modified by this Amendment are preserved.
3. Counterparts . This Amendment may be executed in one or more counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same instrument. This Amendment may be executed by facsimile or .pdf signature.
Signatures on the Following Page
In Witness Whereof , the Parties have executed this Amendment as of the Effective Date.
| Shareholder: | The Company: | ||
|
NeuroOne Medical Technologies Corporation |
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| By: |
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| Wade Fredrickson | Name: | Dave Rosa | |
| Title: | CEO and President | ||
Signature Page
to Amendment to Lock-up Agreement