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): February 18, 2020

  

NeuroOne Medical Technologies Corporation

(Exact name of registrant as specified in its charter)

 

  

Delaware    000-54716    27-0863354
(State or other jurisdiction of incorporation)    (Commission File Number)    (IRS Employer Identification No.)

  

7599 Anagram Dr., Eden Prairie, MN 55344

(Address of principal executive offices and zip code)

 

952-426-1383

(Registrant's telephone number including area code)

 

N/A

(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))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
N/A   N/A   N/A

  

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 3.02. Unregistered Sales of Equity Securities.

On February 17, 2020 (the “Effective Date”), in consideration for consulting services, NeuroOne Medical Technologies Corporation (the “Company”) agreed to issue to a consultant 90,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) on the following schedule: 22,500 shares of Common Stock in connection with the execution of the consulting agreement, and 13,500 shares for services during each of the second, third, fourth, fifth, and six months following the Effective Date.

The issuances under the consulting agreement will be completed in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act. These transactions qualify for exemption from registration because (i) the Company did not engage in any general solicitation or advertising to market the securities; (ii) the consultant was provided the opportunity to ask questions and receive answers from the Company regarding the Company; (iii) the securities will be issued to persons with knowledge and experience in financial and business matters capable of evaluating the merits and risks of an investment in the Company; and (iv) the consultant will receive “restricted securities”.

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On February 18, 2020, the Board of Directors (the “Board”) of the Company voted to increase the size of the Board to four members and voted to appoint Edward Andrle to the Board to fill the vacancy created by the increase in Board size, effective February 18, 2020. Mr. Andrle will also serve on the Audit Committee of the Board.

 

Mr. Andrle mostly recently served as the General Manager of Neuromodulation of LivaNova PLC, a publicly-traded medical device company, from January 2018 to January 2020, and as Senior Vice President of Strategy & Business Development of LivaNova from September 2015 to January 2018. Prior to these roles, Mr. Andrle served as Vice President of Business Development and Strategy of Sorin S.p.A from 2010 to September 2015, when Sorin S.p.A. was merged with Cyberonics, Inc. to become LivaNova PLC. Prior to joining Sorin, he held executive positions with Boston Scientific, Inc. and Baxter International, Inc., leading large product portfolios in both neuromodulation and cardiac devices. Mr. Andrle received his MBA from Stanford Graduate School of Business and his B.S. in Chemical Engineering from the University of Notre Dame.

 

In connection with his appointment to the Board, Mr. Andrle will be compensated in accordance with the Company’s non-employee director compensation policy (the “Director Compensation Policy”); provided, however, that on February 19, 2020, in lieu of the Pro-Rated Annual Equity Award (as defined in the Director Compensation Policy), he was award 7,064 restricted stock units, which vest in 12 equal monthly installments subject to his continuing service.

 

A copy of the Company’s news release dated February 24, 2020 announcing Mr. Andrle’s appointment to the Board is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.   Description
99.1     Press Release dated February 24, 2020 Announcing the Appointment of Edward Andrle as a Director

 

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: February 24, 2020            
        By:  

/s/ David Rosa

            David Rosa
            Chief Executive Officer

 

2 

 

Exhibit 99.1

 

NeuroOne Medical Technologies Corporation Appoints Edward Andrle as New Board Member

 

Eden Prairie, Minn., February 24, 2020

 

NeuroOne Medical Technologies Corporation (OTCQB: NMTC), a medical technology company focused on improving surgical care options and outcomes for patients suffering from neurological disorders, announced today the appointment of Edward Andrle to the Company’s Board of Directors.

 

Mr. Andrle most recently served as the General Manager of the Neuromodulation franchise at LivaNova PLC (NASDAQ: LIVN), a publicly traded medical device company. Prior to LivaNova, Mr. Andrle served as Sorin’s Vice-President of Strategy & Business Development. He also has previously held executive positions with Boston Scientific and Baxter, leading large product portfolios in both neuromodulation and cardiac devices. Mr. Andrle has been a co-founder and CEO for several early stage medical device companies in both the neuromodulation and cardiovascular industries. In addition, he has also served on the board of many privately held medical device companies. Mr. Andrle received his MBA from Stanford Graduate School of Business and his B.S. in Chemical Engineering from the University of Notre Dame.

 

Dave Rosa, President and CEO of NeuroOne, commented, “We are pleased to have Mr. Andrle join our board of directors. He brings decades of experience leading neuromodulation and cardiovascular companies in senior management roles such as: CEO, business development, portfolio management, venture capital advisor, and extensive experience in negotiating and acquiring new technologies, which we believe will be very helpful to our future corporate strategy and operations.”

“I am thrilled to be joining NeuroOne’s Board of Directors,” Mr. Andrle said. “Given my experience in the neuromodulation industry I am excited about the potential that NeuroOne’s technology can offer to patients and physicians and look forward to contributing to the Company’s success.”

 

About NeuroOne

NeuroOne Medical Technologies Corporation is a developmental stage company committed to providing minimally invasive and hi-definition solutions for EEG recording, brain stimulation and ablation solutions for patients suffering from Epilepsy, Parkinson’s Disease, Essential Tremors and other related neurological disorders that may improve patient outcomes and reduce procedural costs. For additional information, go to www.neurooneinc.com.

 

 

 

 

Forward Looking Statements

This press release may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Except for statements of historical fact, any information contained in this presentation may be a forward-looking statement that reflects the Company’s current views about future events and are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “target,” “seek,” “contemplate,” “continue” and “ongoing,” or the negative of these terms, or other comparable terminology intended to identify statements about the future. Forward-looking statements may include statements regarding the Company’s regulatory submissions, potential regulatory approval, commercialization of the technology, business strategy, market size, potential growth opportunities, plans for product applications and product development, future operations, future efficiencies, and other financial and operating information. Although the Company believes that we have a reasonable basis for each forward-looking statement, we caution you that these statements are based on a combination of facts and factors currently known by us and our expectations of the future, about which we cannot be certain. Our actual future results may be materially different from what we expect due to factors largely outside our control, including our ability to raise additional funds, uncertainties inherent in the development process of our technology, changes in regulatory requirements or decisions of regulatory authorities, the size and growth potential of the markets for our technology, our ability to serve those markets, the rate and degree of market acceptance of our products, clinical trial patient enrollment, the results of clinical trials, future competition, the actions of third-party clinical research organizations, suppliers and manufacturers, our ability to protect our intellectual property rights and other risks, uncertainties and assumptions, including those described under the heading “Risk Factors” in our filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date of this press release and the Company undertakes no obligation to revise or update any forward-looking statements for any reason, even if new information becomes available in the future.

 

Investor Relations Contact:

Leah Noaeill

Sr. Director of Marketing

NeuroOne Medical Technologies Corporation

leahn@neurooneinc.com

 

"Caution: Federal law restricts this device to sale by or on the order of a physician"