Current Report Filing (8-k)
June 05 2018 - 4:07PM
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):
May 30, 2018
NeuroOne Medical Technologies Corporation
(Exact name of registrant as specified in
its charter)
000-54716
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27-0863354
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(Commission File Number)
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(IRS Employer Identification No.)
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10006 Liatris Lane, Eden Prairie, MN
55347
(Address of principal executive offices
and zip code)
952-237-7412
(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))
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 in a Form 8-K filed
by NeuroOne Medical Technologies Corporation (the “
Company
”) with the Securities and Exchange Commission
(the “
SEC
”) on October 6, 2017 (the “
Initial Form 8-K
”), the Company entered
into a subscription agreement dated October 4, 2017 (the “
Subscription Agreement
”) with a number of institutional
and accredited investors (collectively, the “
Subscribers
”) pursuant to which the Company, in a private
placement (the “
Private Placement
”), agreed to issue and sell to Subscribers 8% convertible promissory
notes (each, as amended, a “
Note
” and collectively, the “
Notes
”) maturing on
October 4, 2022 (the “
Original Maturity Date
”) and warrants (each, as amended, a “
Warrant
”
and collectively, the “
Warrants
”) to purchase shares of the Company’s capital stock. Capitalized
terms not otherwise defined herein shall have the meanings assigned to such terms in the Initial Form 8-K.
On December 14, 2017, the Company and holders
of a majority in aggregate principal amount of the Notes entered into the Amended and Restated Subscription Agreement (the “
A&R
Subscription Agreement
”), amending certain of the terms of the Note and the Warrant. For further disclosure regarding
the terms of the A&R Subscription Agreement, please see the Current Report on Form 8-K filed by the Company with the SEC on
December 20, 2017.
On May 30, 2018, the Company entered into
an A&R Subscription Agreement with an additional Subscriber, and issued a Note in an aggregate principal amount of $50,000
and a related Warrant to such Subscriber.
As of the date of this Current Report on
Form 8-K, the Company has issued Notes in an aggregate principal amount of $1,540,000 in connection with all closings of the Private
Placement.
Item 2.03. Creation of a Direct Financial
Obligation or an Obligation Under an Off Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 of
this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
Item 3.02. Unregistered Sales of Equity Securities.
As described more fully in Item 1.01 above, which
description is hereby incorporated by reference into this Item 3.02, the Company has agreed to sell the Notes and the Warrants
issued in the Private Placement to the Subscribers, all of whom are accredited investors, in reliance on the exemption from registration
provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “
Securities Act
”), and Rule
506 of Regulation D promulgated thereunder. The Company will rely on this exemption from registration based in part on representations
made by the Subscribers. The net proceeds to the Company from the Private Placement will be used for general working capital. The
Notes and Warrants have not been and will not be registered under the Securities Act or applicable state securities laws and may
not be offered or sold in the United States absent registration under the Securities Act or an exemption from such registration
requirements. Neither this Current Report on Form 8-K nor any exhibit attached hereto shall constitute an offer to sell or the
solicitation of an offer to buy the Notes, the Warrants, shares of Common Stock or any other securities of the Company.
Item 9.01.
Financial Statement and Exhibits.
(d) Exhibits.
* Incorporated by reference to our Current Report on Form
8-K filed with the Securities and Exchange Commission on December 20, 2017
SIGNATURES
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
thereunto duly authorized.
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NEUROONE MEDICAL TECHNOLOGIES CORPORATION
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By:
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/s/ David Rosa
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Name: David Rosa
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Title: Chief Executive Officer
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Dated: June 5, 2018