Current Report Filing (8-k)
October 01 2018 - 4:09PM
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 25, 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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 in a Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on
July 13, 2018 (the “Initial Form 8-K”), the Company entered into subscription agreements (each, a “Purchase
Agreement”) with a number of institutional and accredited investors (the “Purchasers”) pursuant to which the
Company, in a private placement (the “Private Placement”), agreed to issue and sell to the Purchasers units (each,
a “Unit”), each consisting of (i) 1 share (each, a “Share”) of the Company’s common stock, par value
$0.001 per share (the “Common Stock”), and (ii) a warrant to purchase 1 share of Common Stock at an initial exercise
price of $3.00 per share (the “Warrants”). Capitalized terms not otherwise defined herein shall have the meanings
assigned to such terms in the Initial Form 8-K.
On
September 28, 2018, the Company entered into Purchase Agreements with five additional Purchasers, and agreed to issue and sell
an aggregate of 110,000 Units to such Purchasers, for total gross proceeds to the Company of approximately $275,000 before deducting
offering expenses.
As
of the date of this Current Report on Form 8-K, the Company has issued an aggregate of 445,200 Units, for total gross proceeds
to the Company of approximately $1,113,000 in connection with all closings of the Private Placement.
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
issued shares of its Common Stock and Warrants to certain of the Purchasers, 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 Purchasers. The shares of Common Stock, Warrants, and Warrant Shares have not been 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 Warrants, shares of Common
Stock or any other securities of the Company.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
September 25, 2018, the Company’s Board of Directors approved a change in the Company’s fiscal year end
from December 31 to September 30, effective as of the date of the Board resolution. The Company will file a transition report
on Form 10-K with the U.S. Securities and Exchange Commission in connection
with its newly adopted fiscal year end.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
*
Incorporated by reference to our Current Report on Form 8-K filed with the Securities and Exchange Commission on July
13, 2018
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: October 1, 2018
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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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