As filed with the Securities and Exchange Commission on December 15, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NeuroOne
Medical Technologies Corporation
(Exact name of registrant as specified in its charter)
| Delaware |
|
27-0863354 |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification Number.) |
7599 Anagram Dr.,
Eden Prairie, MN |
|
55344 |
| (Address of principal executive offices) |
|
(Zip code) |
NeuroOne Medical Technologies Corporation
2021 Inducement Plan
(Full title of the plan)
David Rosa
President and Chief Executive Officer
NeuroOne Medical Technologies Corporation
7599 Anagram Dr.,
Eden Prairie, MN 55344
952-426-1383
(Name, address, and telephone number, including
area code, of agent for service)
Copy to:
Phillip D. Torrence, Esq.
Emily Johns, Esq.
Honigman LLP
650 Trade Centre Way, Suite 200
Kalamazoo, Michigan 49002-0402
(269) 337-7700
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ |
Accelerated filer ☐ |
| Non-accelerated filer ☒ |
Smaller reporting company ☒ |
| |
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being
filed by NeuroOne Medical Technologies Corporation, a Delaware corporation. (the “Company” or “Registrant”)
for the purpose of registering an additional 150,000 shares of the Registrant’s common stock, $0.001 par value (the “Common
Stock”) issuable pursuant to the Registrant’s 2021 Inducement Plan (the “Inducement Plan”).
Pursuant to General Instruction E to Form S-8,
this Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities
for which a Registration Statement of the Company on Form S-8 relating to the Inducement Plan is effective, and the Company’s Registration
Statements on Form S-8 previously filed with the Securities and Exchange Commission (the “Commission”) on November 23, 2021 (File No. 333-261302) registering shares of Common Stock issuable under the Inducement Plan are incorporated by reference in
this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed
with the Commission by the Registrant are hereby incorporated by reference in this Registration Statement:
| (a) | our Annual Report on Form 10-K
for the year ended September 30, 2023 filed with the Commission on December 15, 2023; |
| (c) | the description of our Common
Stock in our registration statement on Form 8-A filed with the SEC on May 25, 2021 and as amended by any subsequent amendment or report
filed for the purpose of updating such description. |
In addition, all documents the Registrant subsequently
files pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the filing of this Registration Statement and prior to
the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities
covered hereby then remaining unsold are incorporated by reference in this Registration Statement and are a part hereof from the date
of filing of such documents. Notwithstanding anything herein, the Registrant is not incorporating by reference any information furnished
under Item 2.02 or Item 7.01 of any Current Report on Form 8-K, unless, and to the extent, specified in any such Current Report on Form
8-K.
Any statement herein or contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein, or in any subsequently filed document, which also is or is deemed to be incorporated
by reference herein, modifies or supersedes such prior statement. Any such statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute part of this Registration Statement.
Item 8. Exhibits.
EXHIBIT INDEX
The following exhibits are filed as part of this registration statement.
INDEX TO EXHIBITS
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Eden Prairie, State of
Minnesota, on December 15, 2023.
| |
NeuroOne Medical Technologies Corporation |
| |
By: |
/s/ David Rosa |
| |
|
David Rosa |
| |
|
President and Chief Executive Officer |
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
David Rosa and Ronald McClurg, or either of them, as his true and lawful attorneys-in-fact and agents, with the full power of substitution
and resubstitution, for him and in his name, place or stead, in any and all capacities, to sign any and all amendments to this Registration
Statement (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them,
or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ David Rosa |
|
President and Chief Executive Officer |
|
December 15, 2023 |
| David Rosa |
|
(Principal Executive Officer) and a Director |
|
|
| |
|
|
|
|
| /s/ Ronald McClurg |
|
Chief Financial Officer (Principal Financial |
|
December 15, 2023 |
| Ronald McClurg |
|
Officer and Principal Accounting Officer) |
|
|
| |
|
|
|
|
| /s/ Paul Buckman |
|
Director |
|
December 15, 2023 |
| Paul Buckman |
|
|
|
|
| |
|
|
|
|
| /s/ Jeffrey Mathiesen |
|
Director |
|
December 15, 2023 |
| Jeffrey Mathiesen |
|
|
|
|
| |
|
|
|
|
| /s/ Edward Andrle |
|
Director |
|
December 15, 2023 |
| Edward Andrle |
|
|
|
|
II-3
Exhibit 5.1
December 15, 2023
|
NeuroOne Medical Technologies Corporation
7599 Anagram Drive
Eden Prairie, MN 55344 |
|
| Re: | Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have acted as counsel to
NeuroOne Medical Technologies Corporation, a Delaware corporation (the “Company”), in connection with preparing
and filing with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of
1933, as amended (the “Securities Act”) of a Registration Statement on Form S-8 (the “Registration Statement”).
The Registration Statement relates to the registration under the Securities Act of a maximum of 150,000 shares (the “Inducement
Plan Shares”) of the Company’s common stock, par value $0.001 per share, reserved for issuance under the Company’s
2021 Inducement Plan (the “Inducement Plan”).
In connection with this opinion
letter, we have examined and relied upon originals or copies of such records, documents, certificates, opinions, memoranda and other instruments
as in our judgment are necessary or appropriate to enable us to render the opinions expressed below.
In rendering the opinions
in this opinion letter, we have assumed the genuineness and authenticity of all signatures on original documents; the authenticity of
all documents submitted to us as originals; the conformity to originals of all documents submitted to us as copies; the accuracy, completeness
and authenticity of certificates of public officials; and the due authorization, execution and delivery of all documents where authorization,
execution and delivery are prerequisites to the effectiveness of such documents.
Our opinions herein are expressed
solely with respect to the General Corporation Law of the State of Delaware, as amended. Our opinions are based on these laws as in effect
on the date hereof. We express no opinion as to whether the laws of any jurisdiction are applicable to the subject matter hereof. We are
not rendering any opinion as to compliance with any federal or state antifraud law, rule or regulation relating to securities, or to the
sale or issuance thereof. It is understood that this opinion letter is to be used only in connection with the offer and sale of the Inducement
Plan Shares while the Registration Statement is in effect and only speaks as of the date of this opinion letter.
On the basis of the foregoing
and in reliance thereon, and subject to the qualifications herein stated, we are of the opinion that the Inducement Plan Shares are duly
authorized and, when issued and sold by the Company in accordance with the Inducement Plan, the awards thereunder, the Registration Statement
and the related prospectus, will be validly issued, fully paid and non-assessable.
Honigman LLP ● 650
Trade Centre Way ● Suite 200 ● Kalamazoo, Michigan 49002-0402
December 15, 2023
Page 2
We hereby consent to the filing
of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of
persons whose consent is required by Section 7 of the Securities Act or the rules and regulations promulgated thereunder by the Commission.
This opinion is expressed as of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes in the facts
stated or assumed herein or of any subsequent changes in applicable law.
| |
Very truly yours, |
| |
|
| |
/s/ Honigman LLP |
| |
HONIGMAN LLP |
Honigman LLP ● 650
Trade Centre Way ● Suite 200 ● Kalamazoo, Michigan 49002-0402
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We consent to the incorporation by reference in
the Registration Statement on Form S-8 of NeuroOne202 Medical Technologies Corporation of our report dated December 15, 2023, relating
to the financial statements of NeuroOne Medical Technologies Corporation (the “Company”), (which report expresses an unqualified
opinion on the financial statements for the year ended September 30, 2023 and includes an explanatory paragraph relating to substantial
doubt about the Company’s ability to continue as a going concern as described in Note 2 to the financial statements), appearing in the
Annual Report on Form 10-K for the year ended September 30, 2023.
/s/ Baker Tilly US, LLP
Minneapolis, Minnesota
December 15, 2023
Exhibit 107
Calculation of Filing Fee Table
FORM S-8
(Form Type)
NeuroOne Medical Technologies Corporation
(Exact Name of Registrant
as Specified in its Charter)
Newly Registered Securities
| | |
Security
Type | |
Security Class Title | |
Fee
Calculation
Rule | |
Amount
Registered (1) | | |
Proposed
Maximum
Offering price
Per Unit | | |
Maximum
Aggregate
Offering Price (2) | | |
Fee
Rate | | |
Amount
of
Registration
Fee |
|
| | |
Equity | |
Common
Stock, par value $0.001 per share, to be issued under the NeuroOne Medical Technologies Corporation 2021 Inducement Plan | |
Other
(2) | |
| 150,000 | (3) | |
$ | 1.58 | (2) | |
| | | |
| 0.00014760 | | |
|
|
| Total
Offering Amounts | |
| |
| | | |
| | | |
$ | 237,000 | | |
| | | $ |
34.98 |
|
| Total Fee
Offsets | |
| |
| | | |
| | | |
| | | |
| | | $ |
0.00 |
|
| Net
Fee Due | |
| |
| | | |
| | | |
| | | |
| | | $ |
34.98 |
|
| (1) |
Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended, (the “Securities Act”), this Registration Statement shall also cover any additional shares of NeuroOne Medical Technologies Corporation (the “Registrant”) common stock that become issuable under the Registrant’s 2021 Inducement Plan (the “Inducement Plan”) set forth herein by reason of any stock dividend, stock split, reclassification, recapitalization, spin-off or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Registrant’s common stock, as applicable. |
|
(2) |
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act. The offering price per share and aggregate offering price are based on the average of the high and low prices of the Registrant’s common stock as reported on the Nasdaq Capital Market on December 14, 2023. |
| (3) |
Represents an additional 150,000 shares reserved for grant under the Inducement Plan pursuant to a First Amendment to the Inducement Plan that was approved by the Registrant’s board of directors on November 9, 2023 for a total of 570,350 reserved under the Inducement Plan. |
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