As filed with the Securities and Exchange Commission on January 31,
2024
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 2017 Equity Incentive 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 (this
“Registration Statement”) is being filed by NeuroOne Medical Technologies Corporation, a Delaware corporation
(the “Registrant,” “we,” “us,” or “our”),
relating to 1,051,556 shares of its common stock, par value $0.001 per share (the “Common Stock”), issuable
pursuant to the 2017 Equity Incentive Plan (the “2017 Equity Incentive Plan”). The Common Stock being registered
hereunder is in addition to the (i) 1,300,000 shares of Common Stock registered on the Registrant’s Form S-8 previously filed with
the Securities and Exchange Commission (the “Commission”) on May 1, 2018 (Commission File No. 333-224572),
(ii) 1,079,835 shares of Common Stock registered on the Registrant’s Form S-8 previously filed with the Commission on November
23, 2021 (Commission File No. 333-261302), (iii) 1,616,873 shares of Common Stock registered on the Registrant’s Form S-8 previously
filed with the Commission on January 28, 2022 (Commission File No. 333-262397), and (iv) 129,479 shares of Common Stock registered on
the Registrant’s Form S-8 previously filed with the Commission on February 22, 2023 (Commission File No. 333-269910) (collectively,
the “Prior Registration Statements”).
This Registration Statement relates to securities of the same class
as that to which the Prior Registration Statements relate, and is submitted in accordance with General Instruction E to Form S-8 regarding
the registration of additional securities. Pursuant to such instruction, the contents of the Prior Registration Statements are incorporated
herein by reference and made part of this Registration Statement, except as amended hereby.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Pursuant to General Instruction E to Form S-8,
the contents of the Prior Registration Statements are incorporated herein 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 Securities Exchange Act of 1934, as amended, 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 January 31, 2024.
| |
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 or her true and lawful attorneys-in-fact and agents, with the full power of substitution
and resubstitution, for him or her and in his or her 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 or she 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 or her 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 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 |
|
January 31, 2024 |
| David Rosa |
|
(Principal Executive Officer) and a Director |
|
|
| |
|
|
|
|
| /s/ Ronald McClurg |
|
Chief Financial Officer (Principal Financial Officer and |
|
January 31, 2024 |
| Ronald McClurg |
|
Principal Accounting Officer) |
|
|
| |
|
|
|
|
| /s/ Paul Buckman |
|
Director |
|
January 31, 2024 |
| Paul Buckman |
|
|
|
|
| |
|
|
|
|
| /s/ Jeffrey Mathiesen |
|
Director |
|
January 31, 2024 |
| Jeffrey Mathiesen |
|
|
|
|
| |
|
|
|
|
| /s/ Edward Andrle |
|
Director |
|
January 31, 2024 |
| Edward Andrle |
|
|
|
|
II-3
Exhibit 5.1
January 31, 2024
|
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 the
preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement
on Form S-8 (the “Registration Statement”) for the registration under the Securities Act of 1933, as amended
(the “Securities Act”), of a maximum of 1,051,556 shares of the Company’s common stock, par value $0.001
per share (the “Common Stock”), to be issued pursuant to awards under the NeuroOne Medical Technologies Corporation
2017 Equity Incentive Plan (the “Plan”).
Based upon our examination
of such documents and other matters as we deem relevant, we are of the opinion that the shares of Common Stock to be offered by the Company
under the Plan pursuant to the Registration Statement are duly authorized and, when issued and sold by the Company in accordance with
the Plan and the awards thereunder, the Registration Statement and the related prospectus, will be validly issued, fully paid and non-assessable.
We hereby consent to the
filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. In giving such 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.
Very truly yours,
/s/ Honigman LLP
HONIGMAN LLP
PDT/EJJ/EAAL/JPK
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 NeuroOne 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
January 31, 2024
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 2017 Equity Incentive Plan | |
Other (2) | |
| 1,051,556 | | |
$ | 1.20 | (2) | |
$ | 1,265,915.69 | | |
| 0.00014760 | | $ |
186.85 |
| Total Offering Amounts | |
| |
| |
| |
| | | |
| | | |
$ | 1,265,915.69 | | |
| | | $ |
186.85 |
| | |
| |
| |
| |
| | | |
| | | |
| | | |
| | | |
|
| Total
Fee Offsets | |
| |
| |
| |
| | | |
| | | |
| | | |
| | | $ |
0.00 |
| Net Fee Due | |
| |
| |
| |
| | | |
| | | |
| | | |
| | | $ |
186.85 |
| (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 2017 Equity Incentive 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 January 29, 2024. |
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