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):
March 31, 2021
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 3.03. Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of
Form 8-K, the information contained in Item 5.03 of this report is incorporated herein by reference.
Item 5.03. Amendment to Articles of Incorporation or Bylaws, Change in Fiscal Year.
On June 2, 2020, NeuroOne Medical Technologies
Corporation (the “Company”) held a meeting of stockholders (the “Annual Meeting”).
At the Annual Meeting, the stockholders approved the proposal to amend the Company’s Certificate of Incorporation (the “Certificate
of Incorporation” ), to effect a reverse stock split of its outstanding common stock at a ratio in the range of one-for-two
to one-for-five, to be determined at the discretion of the board of directors of the Company (the “Board”
).
On March 11, 2021, the Board approved a
one-for-three reverse stock split of the Company’s issued and outstanding shares of common stock (the “Reverse
Stock Split”). On March 31, 2021, the Company filed with the Secretary of State of the State of Delaware a Certificate
of Amendment to its Certificate of Incorporation (the “Certificate of Amendment”) to effect the Reverse
Stock Split. The Reverse Stock Split will become effective as of 4:01 p.m. Eastern Time on March 31, 2021, and the Company’s
common stock will begin trading on a split-adjusted basis when the market opens on April 1, 2021.
When the Reverse Stock Split becomes effective,
every three shares of the Company’s issued and outstanding common stock (and such shares held in treasury) will automatically
be converted into one share of common stock, without any change in the par value per share. In addition, a proportionate adjustment
will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options,
restricted stock units and warrants to purchase shares of common stock and the number of shares reserved for issuance pursuant
to the Company’s equity incentive compensation plans. Any fraction of a share of common stock that would be created as a
result of the Reverse Stock Split will be rounded up to the next whole share.
The Company’s common stock will
continue to trade on the OTCQB under the symbol “NMTC.” The new CUSIP number for the common stock following the Reverse
Stock Split will be 64130M 209.
For more information about the Reverse
Stock Split, see the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange
Commission and mailed to the Company’s stockholders on or about May 1, 2020, the relevant portions of which are incorporated
herein by reference. A copy of the Certificate of Amendment is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On March 31, 2021, the Company issued a
press release announcing the Reverse Stock Split. The press release is furnished as Exhibit 99.1 and incorporated by reference
herein.
The information in this Item 7.01,
including Exhibit 99.1 attached hereto, is being furnished, shall not be deemed “filed” for any purpose, and shall
not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended, except as expressly set forth by specific reference in such a filing.
|
Item 9.01.
|
Financial Statements and Exhibits.
|
(d) Exhibits.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
|
|
NEUROONE MEDICAL TECHNOLOGIES CORPORATION
|
|
|
|
|
|
Dated: March 31, 2021
|
By:
|
/s/ David Rosa
|
|
|
|
David Rosa
|
|
|
|
Chief Executive Officer
|
EXHIBIT 3.1
Certificate
of Amendment
to the
Certificate of Incorporation of
NeuroOne Medical Technologies Corporation
NeuroOne
Medical Technologies Corporation, a corporation organized and existing under and by virtue of the General Corporation
Law of the State of Delaware (the “Corporation”), does hereby certify:
First: That
the Board of Directors of the Corporation duly adopted resolutions to amend its Certificate of Incorporation as follows, declaring
this certificate of amendment (the “Certificate of Amendment”) to be advisable and calling for submission
of said resolution to a vote of the stockholders of the Corporation;
Second: That
thereafter, at a meeting duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware, the stockholders of the Corporation duly voted a majority of the outstanding stock of the Corporation entitled
to vote thereon in favor of adoption of this Certificate of Amendment;
Third: That
this Certificate of Amendment being duly adopted in accordance with the provisions of Section 242 of the General Corporation Law
of the State of Delaware, the Certificate of Incorporation of NeuroOne Medical Technologies Corporation is hereby amended as follows:
Paragraph A of Article
IV, Authorized Stock and Relative Rights, is hereby deleted in its entirety and replaced by the following:
“The Corporation is authorized
to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock”. The
total number of shares that the Corporation is authorized to issue is 110,000,000 shares. 100,000,000 shares shall be Common Stock
and 10,000,000 shares shall be Preferred Stock, each having a par value of $0.001 per share. Upon the filing and effectiveness
(the “Effective Time”) pursuant to the General Corporation Law of the State of Delaware (the “DGCL”)
of this Certificate of Amendment to the Certificate of Incorporation of the Corporation, each three (3) shares of the Corporation’s
Common Stock issued and outstanding immediately prior to the Effective Time shall, automatically and without any action on the
part of the Corporation or respective holders thereof, be combined and converted into one (1) validly issued, fully paid and non-assessable
share of Common Stock of the Corporation (the “Reverse Split”). No fractional shares of Common Stock
shall be issued in connection with the Reverse Split. In lieu thereof, any fractional share that results from the combination described
in the two immediately preceding sentences will be rounded up to the next whole share of Common Stock.”; and
Fourth:
That this Certificate of Amendment shall become effective as of 4:01 p.m., Eastern Time on March 31, 2021.
In
Witness Whereof, the Corporation has caused this Certificate of Amendment to be signed by its Chief Executive Officer
this 31st day of March, 2021.
|
|
|
NeuroOne Medical Technologies
Corporation,
a Delaware corporation
|
|
By:
|
/s/ David Rosa
|
|
Name:
|
David Rosa
|
|
Title:
|
Chief Executive Officer
|
EXHIBIT 99.1
NeuroOne
Medical Technologies Corporation Announces Reverse Stock Split as Part of Uplisting Strategy to Major Exchange
Eden Prairie, MN – March 31, 2021– NeuroOne
Medical Technologies Corporation (OTCQB: NMTC; NeuroOne or the Company), a medical technology company focused on improving
surgical care options and outcomes for patients suffering from neurological disorders, announces today a reverse stock split of
its issued and outstanding common stock, at a ratio of 1-for-3, effective at 4:01 pm Eastern time today. Beginning tomorrow, April
1, 2021, NeuroOne’s common stock will trade on a split-adjusted basis.
Dave Rosa, CEO of NeuroOne Medical Technologies Corporation
says, “As part of our corporate strategy to uplist to a major exchange, we are excited to take the next step in this process.
In addition to our existing shareholder base, we are grateful to our new institutional investors that have provided important growth
capital to launch new products and uplist the company. We look forward to updating the market on our future progress as we move
forward with a major national exchange.”
Upon effectiveness, the reverse split will cause every 3 shares
of NeuroOne’s issued and outstanding common stock to be automatically combined and converted into 1 issued and outstanding
share of common stock, par value $0.001 per share. The reverse stock split will reduce the number of shares of common stock issuable
upon the exercise or vesting of its outstanding stock options, restricted stock units and warrants in proportion to the ratio of
the reverse stock split and causes a proportionate increase in the exercise prices of such stock options and warrants.
NeuroOne’s common stock will continue to trade on the
OTCQB under the symbol “NMTC.” The new CUSIP number for the common stock following the reverse split is 64130M 209.
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,
dystonia, essential tremors, chronic pain due to failed back surgeries and other related neurological disorders that may improve
patient outcomes and reduce procedural costs. For more information, visit https://www.n1mtc.com.
On
February 23, 2021, the Company announced it had
successfully met the first performance milestone in the distribution and development agreement signed with Zimmer Biomet on July
20, 2020. In addition to acquiring exclusive global distribution rights to NeuroOne’s Evo™ (Evo) patented electrode
technology, the partnership also offered the potential for NeuroOne to earn back-end milestone payments if certain events were
met within a specified time frame.
NeuroOne received FDA
clearance for its Evo cortical technology in November 2019.
In partnership with Mayo
Clinic, Wisconsin Alumni Research Foundation (WARF) and other prominent academic medical centers, the Company began developing
its cortical electrode technology in 2015. The Company initially focused its efforts on the epilepsy and intraoperative tumor monitoring
markets. NeuroOne intends to continue to develop the technology for use in therapeutic applications for Parkinson’s disease,
epilepsy and pain management due to failed back surgery procedures.
Forward Looking Statements
This press release contains 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
NeuroOne’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 potential uplisting on the Nasdaq Stock Market, the timing of submission of our second 510(k) application,
the receipt of regulatory clearance, the timing and extent of product launch and commercialization of the technology (including
the targeted product launch in 2021), what the future may hold for electrical stimulation and NeuroOne’s potential role,
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 NeuroOne 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 risks that the partnership with Zimmer Biomet
may not facilitate the commercialization or market acceptance of our technology; risks that our sEEG electrodes may not be ready
for commercialization in a timely manner or at all; risks that our technology will not perform as expected based on results of
our pre-clinical and clinical trials, 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, clinical trial patient enrollment, the results of clinical trials, 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 NeuroOne 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:
Kelly Novak
Perspective Communications
kellyn@n1mtc.com
"Caution: Federal law restricts
this device to sale by or on the order of a physician"
SOURCE: NeuroOne Medical
Technologies Corporation