Current Report Filing (8-k)
November 20 2018 - 4:08PM
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):
November 20, 2018
NeuroOne Medical Technologies Corporation
(Exact name of registrant as specified in its
charter)
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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.
On November 14, 2018, NeuroOne Medical Technologies
Corporation (the “
Company
”) received cash gross proceeds from two unsecured loans (the
“Loans”
),
each represented by a promissory note, for $145,000 total. The loans are interest free and require that we repay the principal
in full on the earlier to occur of (i) November 14, 2019 or (ii) the closing of an equity round of financing of the Company that
raises more than $5 million in gross proceeds. The loans include customary events of default.
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 November 20, 2018, the Company entered into
Purchase Agreements with two additional Purchasers, and agreed to issue and sell an aggregate of 20,000 Units to such Purchasers,
for total gross proceeds to the Company of approximately $50,000 before deducting offering expenses.
As of the date of this Current Report on Form
8-K, the Company has issued an aggregate of 489,200 Units, for total gross proceeds to the Company of approximately $1,223,000
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 regarding the Loans 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 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 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: November 20, 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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