Current Report Filing (8-k)
September 23 2019 - 9:42AM
Edgar (US Regulatory)
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):
September 18, 2019
NeuroOne
Medical Technologies Corporation
(Exact name of registrant as specified in
its charter)
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Delaware
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000-54716
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27-0863354
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(State or other jurisdiction of
incorporation)
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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:
☐ 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:
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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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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.
As previously disclosed, on October 1, 2014, NeuroOne Medical
Technologies Corporation (the “Company”) entered into an Exclusive Start-Up Company License Agreement
with Wisconsin Alumni Research Foundation (“WARF”), as amended on February 22, 2017 and March 30, 2019
(the “Original WARF License”).
Under the Original WARF License, WARF had a termination right
upon 90 days’ notice if NeuroOne failed to have commercial sales of one or more FDA-approved products by September 30, 2019
(“WARF Termination Option Date”). On September 18, 2019, WARF and the Company entered into an amendment
(the “Amendment”) to the Original WARF License extending the WARF Termination Option Date to March 31,
2020.
The foregoing summary does not purport to be complete and is
qualified in its entirety by reference to the Amendment, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On September 23, 2019, the Company issued a press release reporting
the first sale of its sEEG depth electrode. The sEEG depth electrode has not yet received FDA approval, and the sale was for non-human
research purposes. 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.
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: September 23, 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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