UNITED
STATES
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): February 28, 2019
NeuroOne
Medical Technologies Corporation
(Exact
name of registrant as specified in its charter)
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000-54716
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27-0863354
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(Commission
File Number)
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(IRS
Employer Identification No.)
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10901
Red Circle Dr., Suite 150, Minnetonka, MN 55343
(Address
of principal executive offices and zip code)
952-426-1383
(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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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N/A
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N/A
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N/A
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Item 1.01.
Entry into a Material Definitive Agreement.
On
March 6, 2019, NeuroOne Medical Technologies Corporation (the “
Company
”) filed a Current Report on Form
8-K (the “
Original 8-K
”) under Item 1.02 disclosing, among other things, that on February 28, 2019,
the Company prepaid certain promissory notes in full. This amendment to the Original 8-K is being filed to correct the dates and
amounts of prepayments.
As
previously disclosed in Current Reports on Form 8-K filed on March 26, 2018, May 23, 2018, November 20, 2018, and December 18,
2018, the Company entered into unsecured interest free loans (the “
Loans
”) with Lifestyle Healthcare
LLC and Mohammad Jainal Bhuiyan, holders of over 5% of the Company’s Common Stock, represented by promissory notes, for
an aggregate of $528,000.
The
terms of the Loans provided that the Company could prepay the Loans at any time without penalty. On March 1, 2019, the Company
paid $184,000 to Mr. Bhuiyan, repaying each of the Loans from Mr. Bhuiyan in full, and paid $115,000 to Lifestyle Healthcare LLC,
repaying the March 2018 promissory note in full. On April 23, 2019 and May 7, 2019, the Company paid $79,000 and $75,000, respectively,
to Lifestyle Healthcare LLC. On May 8, 2019, the Company entered into a letter agreement (the “
Letter Agreement
”)
with Lifestyle Healthcare LLC, acknowledging that all of the Loans from Lifestyle Healthcare LLC were repaid in full, except for
$75,000 that remains outstanding under the December 2018 promissory note. The Letter Agreement also modified the maturity date
of the December promissory note to June 30, 2019.
No
other changes to the Original 8-K were made. The foregoing description of the Letter Agreement is not complete and is qualified
in its entirety by reference to the Letter Agreement filed as Exhibit 10.1 hereto and incorporated herein by reference. A
description of each of the Loans was included in the Original 8-K and such descriptions are incorporated by reference herein.
Item 1.02. Termination of a Material Definitive Agreement.
The
description set forth in Item 1.01 above is hereby incorporated by reference into this Item 1.02. Upon payoff of the March 2018,
May 2018 and November 2018 promissory notes, all of the Company’s obligations under such promissory notes were satisfied,
terminated and released in full.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits.
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.
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NEUROONE MEDICAL TECHNOLOGIES CORPORATION
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Dated: May 8, 2019
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By:
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/s/ David Rosa
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David Rosa
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Chief Executive Officer
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2
Exhibit
10.1
NeuroOne
Medical Technologies Corporation
10901
Red Circle Drive, Suite 150
Minnetonka,
MN 55343
May
8, 2019
Lifestyle
Healthcare LLC
Attn:
Nickolay Kukekov
4524
Westway Ave
Dallas,
TX 75205
Re:
Promissory Notes
Dear
Nickolay:
Reference
is made to (i) that certain Promissory Note between NeuroOne Medical Technologies Corporation (“
Borrower
”)
and Lifestyle Healthcare LLC (“
Lender
”) dated March 20, 2018 (the “
March Note
”),
(ii) that certain Promissory Note between Borrower and Lender dated May 17, 2018 (the “
May Note
”), (iii)
that certain Promissory Note between Borrower and Lender dated November 14, 2018 (the “
November Note
”)
and (iv) that certain Promissory Note between Lender and Borrower dated December 12, 2018 (the “
December Note
”,
and together with the March Note, May Note, and November Note, the “
Notes
”).
The
purpose of this letter agreement (this
“Letter Agreement”
) is to extend the maturity date of the December Note. Notwithstanding anything in the Notes to the contrary, Lender and Borrower hereby agree
that:
1.
As of the date of this Letter Agreement, the March Note, the May Note and the November Note have been paid in full, and any and
all of Borrower’s obligations under the March Note, the May Note and the November Note have been satisfied, terminated and
released in full.
2.
As of the date of this Letter Agreement, $75,000 remains outstanding under the December Note.
3.
The definition of “
Maturity Date
” in the December Note is hereby amended to read: “means June 30, 2019.”
This
Letter Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Letter
Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies
of this Letter Agreement and of signature pages by facsimile or via .pdf format shall constitute effective execution and delivery
of this Letter Agreement as to the parties and may be used in lieu of the original Letter Agreement for all purposes. Signatures
of the parties transmitted by facsimile or via .pdf format shall be deemed to be their original signatures for all purposes.
The
terms of this Letter Agreement amend and modify the Notes as if fully set forth therein. If there is any conflict between the
terms, conditions and obligations of this Letter Agreement and any of the Notes, this Letter Agreement’s terms, conditions
and obligations shall control. All other provisions of the Notes not specifically modified by this Letter Agreement are preserved.
This Letter Agreement may not be modified or rescinded except pursuant to a written instrument signed by the party against whom
enforcement is sought.
If
you are in agreement with the foregoing, please date, sign and return one copy of this Letter Agreement, which thereupon will
constitute our agreement with respect to the subject matter of this Letter Agreement.
In
Witness Whereof
, the parties have executed
this Letter Agreement as of the date first above written.
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Very truly yours,
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NeuroOne
Medical Technologies Corporation
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By:
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/s/
Dave Rosa
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Name:
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Dave
Rosa
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Title:
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CEO
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ACCEPTED
AND AGREED as of the
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date
first written above by the undersigned,
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thereunto
duly authorized
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Lifestyle
Healthcare LLC
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By:
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/s/
Nickolay Kukekov
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Name:
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Nickolay
Kukekov
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Title:
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Manager
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