This prospectus relates to the public offering of up to
11,517,808 shares of common stock of NeuroOne Medical Technologies Corporation (the “Company”) by the selling stockholders
listed on page 9 (the “Selling Stockholders”), which includes (i) 8,639,428 outstanding shares of our common stock,
par value $0.001 per share (the “Common Stock”) and (ii) an aggregate of 2,878,380 shares of Common Stock issuable
upon the exercise of certain warrants. We are registering these shares on behalf of the Selling Stockholders, to be offered and
sold by them from time to time.
We are not selling any securities under this prospectus and
we will not receive proceeds from the sale of Common Stock by the Selling Stockholders. However, we may receive proceeds from the
cash exercise of the warrants, which, if exercised in cash at the current applicable exercise price with respect to all of the
2,878,380 shares of Common Stock, would result in gross proceeds to the Company of $5,382,570.60.
We will pay the expenses of registering the shares of Common
Stock offered by this prospectus, but all selling and other expenses incurred by each Selling Stockholder will be paid by such
Selling Stockholder. The Selling Stockholders may sell the shares of our Common Stock offered by this prospectus from time to time
on terms to be determined at the time of sale through ordinary brokerage transactions or through any other means described in this
prospectus under “Plan of Distribution.” The prices at which the Selling Stockholders may sell shares will be determined
by the prevailing market price for shares of our Common Stock or in negotiated transactions.
Our Common Stock is quoted on the OTCQB and trades under the
symbol “NMTC.” The last reported sale price of our Common Stock on the OTCQB on September 2, 2020 was $1.67 per share.
PROSPECTUS SUMMARY
This summary highlights information contained
in other parts of this prospectus. Because it is only a summary, it does not contain all of the information that you should consider
before investing in shares of our Common Stock and it is qualified in its entirety by, and should be read in conjunction with,
the more detailed information included or incorporated by reference in this prospectus. You should read the entire prospectus carefully,
especially “Risk Factors” and our filings incorporated by reference herein to which we have referred you in the sections
“Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference”, and
our financial statements, related notes and other financial information included or incorporated by reference in this prospectus,
before deciding to buy shares of our Common Stock. Unless the context requires otherwise, references in this prospectus to “we,”
“us,” “the Company” and “our” refer to NeuroOne Medical Technologies Corporation.
About Us
We are a medical technology company focused
on the development and commercialization of thin film electrode technology for continuous electroencephalogram (cEEG) and stereoelectroencephalography
(sEEG) recording, spinal cord stimulation, brain stimulation and ablation solutions for patients suffering from epilepsy, Parkinson’s
disease, dystonia, essential tremors and other related brain related disorders. Additionally, we are investigating the potential
applications of our technology associated with artificial intelligence. Members of our management team have held senior leadership
positions at a number of medical technology and biopharmaceutical companies, including Boston Scientific, St. Jude Medical, Stryker
Instruments, C.R. Bard, A-Med Systems, Sunshine Heart, Empi, Don-Joy and PMT Corporation (“PMT”).
About this Offering
2019 Offering of Convertible Promissory Notes and Warrants
2019 Notes and 2019 Warrants
Between November 1, 2019 and December 3,
2019, the Company entered into subscription agreements with certain accredited investors (the “2019 Paulson Subscribers”),
pursuant to which the Company, in a private placement (the “2019 Paulson Private Placement”), agreed to issue and sell
to the 2019 Paulson Subscribers 13% convertible promissory notes (each, a “2019 Paulson Note” and collectively, the
“2019 Paulson Notes”) and warrants to purchase shares of Common Stock with an exercise price of $1.87 (each, a “2019
Paulson Warrant” and collectively, the “2019 Paulson Warrants”). As of the final closing of the 2019 Paulson
Private Placement, the Company issued 2019 Paulson Notes in an aggregate principal amount of $3,234,800 and 2019 Paulson Warrants
exercisable for 864,913 shares of Common Stock.
2019 Conversion Shares
Between April 24, 2020 and June 25, 2020,
certain 2019 Paulson Subscribers elected to convert $2,687,017.58 of the outstanding principal and interest of the 2019 Paulson
Notes into 2,115,272 shares of Common Stock (the “2019 Conversion Shares”).
2019 Broker Warrants
In connection with the 2019 Paulson Private
Placement, Paulson Investment Company (“Paulson”) received a cash commission equal to 12% of the gross proceeds from
the sale of the 2019 Paulson Notes, and 10-year warrants to purchase 259,476 shares of Common Stock, at an exercise price equal
$1.87 per share (the “2019 Broker Warrants”).
2020 Offering of Convertible Promissory Notes and Warrants
2020 Notes and 2020 Warrants
Between April 30, 2020 and June 30, 2020,
the Company entered into subscription agreements with certain accredited investors (the “2020 Paulson Subscribers”),
pursuant to which the Company, in a private placement (the “2020 Paulson Private Placement”), agreed to issue and sell
to the 2020 Paulson Subscribers 13% convertible promissory notes (each, a “2020 Paulson Note” and collectively, the
“2020 Paulson Notes” and together with the 2019 Paulson Notes, the “Notes”) and warrants to purchase shares
of Common Stock (each, a “2020 Paulson Warrant” and collectively, the “2020 Paulson Warrants” and together
with the 2019 Paulson Warrants, the “Warrants”). As of the final closing of the 2020 Paulson Private Placement, the
Company issued 2020 Paulson Notes in an aggregate principal amount of $5,122,700, and 2020 Paulson Warrants exercisable for 1,369,690
shares of Common Stock.
2020 Conversion Shares
In addition, between May 4, 2020 and July
21, 2020, certain 2020 Paulson Subscribers elected to convert $3,590,840 of the outstanding principal and interest of the 2020
Paulson Notes into 4,012,334 shares of Common Stock, and on July 23, 2020, the remaining $1,613,961 of the outstanding principal
and interest of the 2020 Paulson Notes were automatically converted into 1,605,532 shares of Common Stock following the announcement
of a Strategic Transaction (as defined in the 2020 Paulson Notes) (together, the “2020 Conversion Shares”).
2020 Broker Warrants
In connection with the 2020 Paulson Private
Placement, Paulson received a cash commission equal to 12% of the gross proceeds from the sale of the 2020 Paulson Notes and 7-year
warrants to purchase 410,911 shares of Common Stock, with an exercise price equal to $1.87 (the “2020 Broker Warrants”
together, with the 2019 Broker Warrants, the “Broker Warrants”, and collectively, with the Paulson Warrants, the “Warrants”).
Common Stock Offerings
On October 23, 2019
and July 28, 2020, the Company entered into Securities Purchase Agreements with certain accredited investors in separate private
placements, pursuant to which the Company agreed to issue and sell 141,666 shares (“2019 Shares”) and 75,000 shares,
respectively (“2020 Shares, and together with the 2019 Shares, the “Shares”).
Stock Purchase Agreements
On October 21, 2019
and June 12, 2020, pursuant to stock purchase agreements, investors purchased an aggregate of 500,000 shares of Common Stock from
Wade Fredrickson, our former Vice President of Therapy and Product Development, and 334,000 shares of Common Stock from Mark Christianson,
our Vice President of Market Development, an aggregate of which 634,000 shares of Common Stock are being registered hereunder.
Our Technology
We are developing our cortical, sheet and
depth electrode technology to provide solutions for diagnosis through cEEG recording and sEEG recording and treatment through spinal
cord stimulation, brain stimulation and ablation, all in one product. A cEEG is a continuous recording of the electrical activity
of the brain that identifies the location of irregular brain activity, which information is required for proper treatment. cEEG
recording involves an invasive surgical procedure, referred to as a craniotomy. sEEG involves a less invasive procedure whereby
doctors place electrodes in targeted brain areas by drilling small holes through the skull. Both methods of seizure diagnosis are
used to identify areas of the brain where epileptic seizures originate in order to precisely locate the seizure source for therapeutic
treatment if possible.
Deep brain stimulation, or DBS, therapies
involve activating or inhibiting the brain with electricity that can be given directly by electrodes on the surface or implanted
deeper in the brain via depth electrodes. Introduced in 1987, this procedure involves implanting a power source referred to as
a neurostimulator, which sends electrical impulses through implanted depth electrodes, to specific targets in the brain for the
treatment of disorders such as Parkinson’s disease, essential tremor, dystonia, and chronic pain. Alzheimer’s is another
indication evaluating the effects of DBS. Unlike ablative technologies, the effects of DBS are reversible.
RF ablation is a procedure that uses radiofrequency
under the electrode contacts that is directed to the site of the brain tissue that is targeted for removal. The process involves
delivering energy to the contacts, thereby heating them and destroying the brain tissue. The ablation does not remove the tissue.
Rather, it is left in place and typically scar tissue forms in the place where the ablation occurs. This procedure is also known
as brain lesioning as it causes irreversible lesions.
Failed back surgery syndrome (“FBSS”)
is a condition that produces chronic lower back/leg pain due to one or more failed back surgeries. Typically, it is related to
patients that suffer with pain after surgery of the lumbar spine for degenerative disc disease. Re-operations are usually not recommended
for these patients due to low success rates. These patients experience greater levels of pain, a lower quality of life, varying
levels of disability and higher rate of unemployment. Spinal cord stimulation works by placing an electrodes(s) in a targeted area
of the spine and then connected to an implantable pulse generator that sends electrical stimulation to the electrode to block the
pain signals from reaching the brain.
Our cortical sheet electrode and depth electrode
technology has been tested over the years by both WARF, the owners of our licensed patents, and Mayo Clinic located in Rochester,
Minnesota, in both pre-clinical models as well as through an IRB approval at Mayo Clinic for clinical research. Regarding our ablation
electrode, the Cleveland Clinic has performed testing in bench top models and pre-clinical (or animal testing) modes. These pre-clinical
tests have demonstrated that the technology is capable of recording, ablation and acute stimulation, although our technology remains
in product development (meaning that additional trials will be needed prior to it being approved for sale by the U.S. Food and
Drug Administration (the “FDA”)) for all of the recording (or diagnostic) and therapeutic modalities.
Strategy
Our goal is to be the global leader in cEEG
and sEEG recording, deep brain stimulation and ablation, owning the procedure from diagnosis through treatment. The key elements
of our strategy include:
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Introduce cortical strip and grid electrodes for the diagnosis of epilepsy in United States: In December 2019, we announced
that we received U.S. FDA 510(k) clearance to market our thin film cortical electrode technology for temporary (less than 30 days)
recording, monitoring, and stimulation on the surface of the brain. Our initial product offering will be placed through traditional
surgical means involving a craniotomy until such time, if any, that we launch our minimally invasive procedure. We believe, due
to physician feedback, that our technology under development would represent a major improvement over existing cortical electrodes
for the recording of brain activity. We are initially targeting epilepsy as we believe this is a clinical area of great need and
a market that is underserved with a quick path to commercialization. We believe the largest and quickest-to-market geography for
our cortical strip and grid technology under development is in the United States for a number of reasons, including the following:
(i) many industry sources believe there is a large underserved U.S. market, (ii) healthy procedural reimbursement for centers and
physicians, (iii) robust average selling prices, (iv) physician enthusiasm for our technology under development.
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Launch depth electrodes for sEEG recording: Given the reluctance of patients to undergo epilepsy surgery due to its
invasiveness, a number of epilepsy centers have adopted the use of depth electrodes, which are placed by drilling small holes into
the patient’s cranium, thereby avoiding a craniotomy. We believe our technology will offer advantages to current depth electrode
technology and will enable us to offer a therapeutic solution using this technology in the future. As we develop our technology,
we plan to release further information about the expected advantages of our technology over currently available therapies.
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Introduce minimally invasive delivery system for cortical electrodes: Cortical electrodes generally require a craniotomy,
which is a very invasive procedure that can cause patient complications. Because of this, many patients have opted to not have
epilepsy surgery, instead accepting the consequences and risks associated with epilepsy. We intend to develop a procedure that
may include a delivery system placed through a small circular incision in the skull for implantation of the cortical grid and strip
electrodes. We believe this will increase patient willingness to accept the surgery and increase market penetration. Until we are
able to develop this procedure, if at all, our initial product offering will be placed through traditional surgical means involving
a craniotomy and may be less likely to be adopted by physicians and patients due to unwillingness of patients to undergo epilepsy
surgery.
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Develop percutaneous placed electrodes for spinal cord stimulation with scalable contact configurations: Given that
many surgically placed technologies have become less invasive due to patient and physician demands, we believe that our flexible
thin film technology will allow for percutaneous placement, thus potentially eliminating the need to make a surgical incision.
By leveraging our existing FDA cleared cortical electrode technology, we may be able to offer the ability to improve precision
of where the stimulation is delivered. NeuroOne’s platform thin film technology has the capability to increase the number
of contacts in a similar footprint that has fewer contacts.
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Utilize these core technologies to develop all in one diagnostic and therapeutic solutions: Patients currently undergo
one surgical procedure for diagnosis (either to have a cortical electrode placed via a craniotomy or depth electrodes placed via
holes drilled into the skull) and, hopefully after the brain recordings successfully indicate where the affected brain tissue is
located, a second procedure or surgery is then required to treat the patient. There is strong physician interest in being able
to perform both the diagnostic and therapeutic procedure concurrently. We are developing our technology with the goal of being
able to offer this benefit although there can be no assurance that we will be able to do so. We are pursuing cortical grid, strip
and depth electrode technology that can record brain activity (diagnose), ablate brain tissue and also provide both acute and long
term stimulation. The technology has demonstrated these functions in acute and short term animal models; however, additional development
is required to offer a device that has long term therapeutic application. These therapeutic technologies are expected to require
more robust regulatory approvals for the United States, ranging from a 510(k) with human clinical data to PMAs. We will engage
the FDA at the proper time to determine the most efficient clinical path.
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Gain approval for other brain or motor related disorders such as Parkinson’s with the therapeutic technologies developed
for epilepsy: While we are developing our technology for the diagnosis and treatment of epilepsy, we believe that our technology
has strong application and utilization for other brain or motor related disorders such as Parkinson’s disease, dystonia,
essential tremors and facial pain as these diseases are currently treated with DBS if medications are not effective. As previously
mentioned, we are planning to offer electrodes that can be implanted for long term stimulation applications, but such use will
require that we pursue additional approvals from the FDA and any international regulatory bodies where we seek to commercialize
our technology.
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Explore partnerships with other companies that leverage our core technology: Given that our technology enables, complements
and/or competes with a number of companies that are in the market or attempting to enter the market with diagnostic or therapeutic
technologies to treat brain related disorders, we believe there may be opportunities to establish mutually beneficial relationships.
In addition, our technology may have application in cardiovascular, orthopedic and pain related indications that could benefit
from a hi-fidelity thin film electrode product that can provide stimulation and/or ablation therapies.
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Investigate the potential applications associated with Artificial Intelligence: We have been informed by some of our
corporate advisors that the ability to offer scale-able electrode technology that can provide thousands of electrodes in the brain
may be helpful in treating medical conditions that may benefit from using artificial intelligence. The Company has formed an advisory
board that will provide guidance to the Company as we continue to explore the opportunities in this exciting field.
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Corporate History
NeuroOne Medical
Technologies Corporation was originally incorporated under the laws of the State of Nevada under the name Original Source Entertainment,
Inc. On July 20, 2017, we consummated a reverse acquisition transaction to acquire a privately-held company, NeuroOne, Inc., and
as a result, NeuroOne, Inc. became our wholly-owned subsidiary. We refer to this transaction as the “Acquisition.”
On December 30, 2019, NeuroOne, Inc. merged with and into NeuroOne Medical Technologies Corporation.
Corporate Information
Our principal executive offices are located
at 7599 Anagram Dr., Eden Prairie, MN 55344, and our telephone number is 952-426-1383. We maintain a website at www.n1mtc.com,
to which we regularly post copies of our press releases as well as additional information about us. Our filings with the Securities
and Exchange Commission, or SEC, will be available free of charge through the website as soon as reasonably practicable after being
electronically filed with or furnished to the SEC. Information contained on, or accessible through, our website does not constitute
a part of this prospectus or our other filings with the SEC, and you should not consider any information contained on, or that
can be accessed through, our website as part of this prospectus or in deciding whether to purchase shares of our Common Stock.
Recent Developments
On July 20, 2020, the
Company entered into an exclusive development and distribution agreement (the “Development Agreement”) with Zimmer,
Inc. (“Zimmer”), pursuant to which the Company granted Zimmer exclusive global rights to distribute NeuroOne’s
strip and grid cortical electrodes and electrode cable assembly products. Additionally, NeuroOne granted Zimmer the exclusive right
and license to distribute certain depth electrodes developed by NeuroOne.
Under the terms of
the Development Agreement, NeuroOne will be responsible for all costs and expenses related to developing the products, and Zimmer
will be responsible for all costs and expenses related to the commercialization of the products. In addition to the Development
Agreement, Zimmer and NeuroOne have entered into a Manufacturing and Supply Agreement and a supplier quality agreement with respect
to the manufacturing and supply of the products.
THE OFFERING
Common Stock offered
by the Selling Stockholders
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11,517,808 shares
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Common Stock outstanding
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22,052,294 shares (as of August 4, 2020)
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Common Stock to be outstanding after this offering, assuming full conversion or exercise of all Warrants
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24,930,674 shares
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Use of proceeds
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We will not receive any proceeds from the sale by the Selling Stockholders of the shares of Common Stock being offered by this prospectus.
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Current Market for the Common Stock and Warrants
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Our Common Stock is currently quoted on the OTCQB under the symbol “NMTC.”
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Risk factors
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You should read the “Risk Factors” section of this prospectus and in NeuroOne’s Annual Report on Form 10-K for the year ended September 30, 2019 and NeuroOne’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, which are incorporated by reference into this prospectus for a discussion of certain factors to consider before deciding to purchase any of our securities.
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Except as otherwise indicated, all information
in this prospectus is based on 22,052,294 shares issued and outstanding at August 4, 2020 and does not take into account:
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1,438,485 shares of our Common Stock issuable upon the exercise of options outstanding as of June 30, 2020, with a weighted-average
exercise price of $2.05 per share;
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110,834 shares of our Common Stock issuable upon the vesting of restricted stock units outstanding as of June 30, 2020;
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10,170,588 shares of our Common Stock issuable upon the exercise of the warrants outstanding as of June 30, 2020 with a weighted-average
exercise price of $2.35 per share;
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1,879,400 shares of our Common Stock reserved for future issuance under our equity compensation plans; and
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Shares issuable upon the optional conversion of the remaining
2019 Paulson Notes, which amount cannot be determined until the date of conversion.
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RISK FACTORS
An investment in our Common Stock involves a
high degree of risk. Before deciding whether to invest in our Common Stock, you should consider carefully the risks and uncertainties
described under the section captioned “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September
30, 2019, filed with the SEC on December 20, 2019, as amended on January 28, 2020, and our Quarterly Report on Form 10-Q for the
quarter ended March 31, 2020, filed with the SEC on May 14, 2020, each of which is incorporated by reference in this prospectus,
together with all of the information contained in this prospectus and documents incorporated by reference herein. We caution you
that the risks and uncertainties we have described, among others, could cause our actual results to differ materially from those
expressed in forward-looking statements made by us or on our behalf in filings with the SEC, press releases, communications with
investors and oral statements. Additional risks and uncertainties not presently known or which we consider immaterial as of the
date hereof may also have an adverse effect on our business. There have been no other material changes to the Risk Factors described
under Item 1A. “Risk Factors” in the Annual Report and the Quarterly Report.
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking
statements that involve substantial risks and uncertainties. The forward-looking statements are contained principally in the sections
entitled “Risk Factors” and the documents incorporated by reference herein. In some cases, you can identify forward-looking
statements by the words “may,” “might,” “will,” “could,” “would,” “should,”
“expect,” “intend,” “plan,” “objective,” “anticipate,” “believe,”
“estimate,” “predict,” “project,” “potential,” “target,” “seek,”
“contemplate,” “continue” and “ongoing,” or the negative of these terms, or other comparable
terminology intended to identify statements about the future. These statements involve known and unknown risks, uncertainties and
other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from
the information expressed or implied by these forward-looking statements. Although we believe that we have a reasonable basis for
each forward-looking statement contained in this prospectus, we caution you that these statements are based on a combination of
facts and factors currently known by us and our expectations of the future, about which we cannot be certain. Forward-looking statements
include statements about:
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our plans to develop and commercialize our cortical strip, grid and depth electrode technology;
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our plans for and our expectations regarding the pre-clinical testing and clinical trials of our cortical strip, grid and depth
electrode technology that will be required by the FDA or foreign regulatory bodies;
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the timing and availability of data from pre-clinical tests or clinical trials;
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the timing of our planned regulatory filings;
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the timing of and our ability to obtain and maintain regulatory approval of our cortical strip, grid and depth electrode technology;
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our expectations regarding international opportunities for commercializing our cortical strip, grid and depth electrode technology
under development;
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our plans to list our common stock on Nasdaq;
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the clinical utility of our cortical strip, grid and depth electrode technology under development;
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our ability to develop our cortical strip, grid and depth electrode technology with the benefits we hope to offer as compared
to existing technology, or at all;
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our ability to develop future generations of our cortical strip, grid and depth electrode technology;
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our future development priorities;
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our ability to obtain reimbursement coverage for our cortical strip, grid and depth electrode technology;
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our expectations about the willingness of healthcare providers to recommend our cortical strip, grid and depth electrode technology
to people with epilepsy, Parkinson’s disease, essential tremors, and other brain related disorders;
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our future commercialization, marketing and manufacturing capabilities and strategy;
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our ability to comply with applicable regulatory requirements;
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our ability to maintain our intellectual property position;
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our estimates regarding the size of, and future growth in, the market for our technology under development; and
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our estimates regarding our future expenses and needs for additional financing.
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Forward-looking statements are based on
management’s current expectations, estimates, forecasts and projections about our business and the industry in which we operate,
and management’s beliefs and assumptions are not guarantees of future performance or development and involve known and unknown
risks, uncertainties and other factors that are in some cases beyond our control. You should refer to the “Risk Factors”
section of this prospectus and the documents incorporated by reference herein for a discussion of important factors that may cause
our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these
factors, we cannot assure you that the forward-looking statements in this prospectus will prove to be accurate. Furthermore, if
our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties
in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other
person that we will achieve our objectives and plans in any specified time frame, or at all.
These forward-looking statements speak only
as of the date of this prospectus. Except as required by law, we assume no obligation to update or revise these forward-looking
statements for any reason, even if new information becomes available in the future. You should, however, review the factors and
risks and other information we describe in the reports we will file from time to time with the SEC after the date of this prospectus.
USE OF PROCEEDS
We are not selling any securities under
this prospectus and will not receive any proceeds from the sale of shares of Common Stock offered by this prospectus by the Selling
Stockholders. However, we may receive proceeds from the cash exercise of the Warrants, which, if exercised in cash at the current
exercise price with respect to all warrants, would result in gross proceeds to us of $5,382,570. The use of proceeds from such
Warrant exercises, if any, will be used for research and development, clinical studies, legal fees and sales and marketing expenses,
as well as working capital and general corporate purposes. For information about the Selling Stockholders, see “Selling Stockholders.”
The Selling Stockholders will pay any underwriting
discounts and commissions and expenses incurred by the Selling Stockholders for brokerage or legal services or any other expenses
incurred by the Selling Stockholders in disposing of the shares of Common Stock offered hereby. We will bear all other costs, fees
and expenses incurred in effecting the registration of the shares of Common Stock covered by this prospectus, including all registration
and filing fees and fees and expenses of our counsel and accountants.
SELLING STOCKHOLDERS
This prospectus covers an aggregate
of up to 11,517,808 shares of our common stock that may be sold or otherwise disposed of by the Selling Stockholders
identified herein. Such shares include (i) 2,155,435 2019 Conversion Shares, 66,583 additional shares issued to an investor,
864,913 shares of our Common Stock issuable upon the exercise of 2019 Paulson Warrants, and 253,583 shares of Common Stock
issuable upon the exercise of 2019 Broker Warrants, (ii) 5,566,744 2020 Conversion Shares, 1,356,321 shares of our Common
Stock issuable upon the exercise of 2020 Paulson Warrants, and 403,563 shares of Common Stock issuable upon the exercise of
2020 Broker Warrants, (iii) 216,666 shares of our Common Stock issued to investors in the Common Stock Offerings, and (iv)
634,000 shares of Common Stock sold to investors by former and current officers of the Company. We are not selling any shares
of Common Stock under this prospectus and will not receive any proceeds from the sale of shares of Common Stock by the
Selling Stockholders.
The table below sets forth, to our knowledge, information concerning
the beneficial ownership of shares of our Common Stock by the Selling Stockholders as of August 4, 2020. The information in
the table below with respect to the Selling Stockholders has been obtained from the Selling Stockholders. The Selling Stockholders
may sell all, some or none of the shares of Common Stock subject to this prospectus. See “Plan of Distribution.”
Beneficial ownership is determined in accordance with the rules
of the SEC, and includes voting or investment power with respect to shares. To our knowledge, except as indicated in the footnotes
to this table, (i) each person named in the table has sole voting and investment power with respect to all shares of Common Stock
shown in the table to be beneficially owned by such person, and (ii) none of the selling stockholders has had any position, office
or other material relationship with us or any of our predecessors or affiliates within the past three years. Except as set forth
below, none of the selling stockholders is a broker-dealer or an affiliate of a broker-dealer.
We have assumed all shares of Common Stock reflected on the
table will be sold from time to time in the offering covered by this prospectus, although the Selling Stockholders are under no
obligation known to us to sell any shares of Common Stock at this time. Because the Selling Stockholders may offer all or any portions
of the shares of Common Stock listed in the table below, no estimate can be given as to the amount of those shares of Common Stock
covered by this prospectus that will be held by the Selling Stockholders upon the termination of the offering.
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Number of
Shares of
Common
Stock
Beneficially
Owned
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Shares
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Beneficial Ownership After
Offering
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Name of Selling Stockholder
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Prior to
Offering
(1)
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Shares
Offered
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Underlying
Warrants
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Shares
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Ownership
Percentage(2)
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4P’s Enterprises, LLC
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63,611
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(3)
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50,242
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13,369
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0
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*
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Abul Bhuiyan
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234,000
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234,000
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0
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0
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*
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Albert Landstrom
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14,844
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0
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14,844
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0
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*
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Allen Gabriel
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39,267
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29,267
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10,000
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0
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*
|
|
Alliance Trust Company, CUST FBO Brian Mark Miller ROTH
IRA
|
|
|
220,538
|
(4)
|
|
|
167,062
|
|
|
|
53,476
|
|
|
|
0
|
|
|
|
*
|
|
Alok Agrawal & Aruna Agrawal JT WROS
|
|
|
17,596
|
|
|
|
14,254
|
|
|
|
3,342
|
|
|
|
0
|
|
|
|
*
|
|
Angus Bruce
|
|
|
77,095
|
|
|
|
61,052
|
|
|
|
16,043
|
|
|
|
0
|
|
|
|
*
|
|
Anish Monga
|
|
|
50,000
|
|
|
|
0
|
|
|
|
50,000
|
|
|
|
0
|
|
|
|
*
|
|
Annie Lee Schaufele
|
|
|
73,174
|
|
|
|
59,805
|
|
|
|
13,369
|
|
|
|
0
|
|
|
|
*
|
|
Ardara Capital LP
|
|
|
293,797
|
(5)
|
|
|
240,321
|
|
|
|
53,476
|
|
|
|
0
|
|
|
|
*
|
|
Arthur Steinberg
|
|
|
64,491
|
|
|
|
51,122
|
|
|
|
13,369
|
|
|
|
0
|
|
|
|
*
|
|
Barry Saxe
|
|
|
93,350
|
|
|
|
70,623
|
|
|
|
22,727
|
|
|
|
0
|
|
|
|
*
|
|
BCS Capital LLC
|
|
|
27,035
|
(6)
|
|
|
22,035
|
|
|
|
5,000
|
|
|
|
0
|
|
|
|
*
|
|
Beacon Investment LLC
|
|
|
219,079
|
(7)
|
|
|
178,972
|
|
|
|
40,107
|
|
|
|
0
|
|
|
|
*
|
|
Bradley & Lori Abeson Rev Family Trust
|
|
|
35,056
|
(8)
|
|
|
28,372
|
|
|
|
6,684
|
|
|
|
0
|
|
|
|
*
|
|
Brian Skillern
|
|
|
27,382
|
|
|
|
20,698
|
|
|
|
6,684
|
|
|
|
0
|
|
|
|
*
|
|
|
|
Number of
Shares of
Common
Stock
Beneficially
Owned
|
|
|
|
|
|
Shares
|
|
|
Beneficial Ownership After
Offering
|
|
Name of Selling Stockholder
|
|
Prior to
Offering
(1)
|
|
|
Shares
Offered
|
|
|
Underlying
Warrants
|
|
|
Shares
|
|
|
Ownership
Percentage
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Burt Stangarone
|
|
|
44,778
|
|
|
|
31,882
|
|
|
|
10,696
|
|
|
|
2,200
|
|
|
|
*
|
|
C. James Prieur & Karen Prieur JTWROS
|
|
|
120,622
|
(9)
|
|
|
0
|
|
|
|
25,668
|
|
|
|
94,954
|
|
|
|
*
|
|
Calcott Family Trust
|
|
|
78,433
|
(10)
|
|
|
58,433
|
|
|
|
20,000
|
|
|
|
0
|
|
|
|
*
|
|
CD Walker LLC
|
|
|
240,554
|
(11)
|
|
|
170,447
|
|
|
|
40,107
|
|
|
|
30,000
|
|
|
|
*
|
|
Chad Dale
|
|
|
36,153
|
|
|
|
29,469
|
|
|
|
6,684
|
|
|
|
0
|
|
|
|
*
|
|
Charles Engbers
|
|
|
64,491
|
|
|
|
51,122
|
|
|
|
13,369
|
|
|
|
0
|
|
|
|
*
|
|
Charles Jeffrey Trick
|
|
|
27,517
|
|
|
|
20,833
|
|
|
|
6,684
|
|
|
|
0
|
|
|
|
*
|
|
Charles Mader
|
|
|
55,134
|
|
|
|
41,765
|
|
|
|
13,369
|
|
|
|
0
|
|
|
|
*
|
|
Chess Family Trust
|
|
|
63,862
|
(12)
|
|
|
50,493
|
|
|
|
13,369
|
|
|
|
0
|
|
|
|
*
|
|
Chitayat Holdings, LLC
|
|
|
38,468
|
(13)
|
|
|
30,447
|
|
|
|
8,021
|
|
|
|
0
|
|
|
|
*
|
|
Christopher Steven Clark
|
|
|
143,090
|
|
|
|
0
|
|
|
|
112,839
|
|
|
|
30,251
|
|
|
|
*
|
|
Christopher P. Gutek
|
|
|
74,940
|
|
|
|
44,940
|
|
|
|
10,000
|
|
|
|
20,000
|
|
|
|
*
|
|
Clayton A. Struve
|
|
|
220,538
|
|
|
|
167,062
|
|
|
|
53,476
|
|
|
|
0
|
|
|
|
*
|
|
Cleto V. Escobedo III
|
|
|
32,119
|
|
|
|
25,435
|
|
|
|
6,684
|
|
|
|
0
|
|
|
|
*
|
|
Collegiate Tutoring, Inc.
|
|
|
15,965
|
(14)
|
|
|
12,623
|
|
|
|
3,342
|
|
|
|
0
|
|
|
|
*
|
|
Asset Recovery Association, Inc.
|
|
|
78,825
|
(15)
|
|
|
63,825
|
|
|
|
15,000
|
|
|
|
0
|
|
|
|
*
|
|
Dale Ragan
|
|
|
109,417
|
|
|
|
82,679
|
|
|
|
26,738
|
|
|
|
0
|
|
|
|
*
|
|
Damon Thomas
|
|
|
1,204
|
|
|
|
0
|
|
|
|
1,204
|
|
|
|
0
|
|
|
|
*
|
|
Dan Mancuso
|
|
|
5,118
|
|
|
|
0
|
|
|
|
5,118
|
|
|
|
0
|
|
|
|
*
|
|
Dean Bekken
|
|
|
103,611
|
|
|
|
50,242
|
|
|
|
13,369
|
|
|
|
40,000
|
|
|
|
*
|
|
Dirgesh Patel
|
|
|
25,392
|
|
|
|
18,708
|
|
|
|
6,684
|
|
|
|
0
|
|
|
|
*
|
|
District 2 Capital Fund LP
|
|
|
438,861
|
(16)
|
|
|
0
|
|
|
|
93,583
|
|
|
|
345,278
|
|
|
|
1.6
|
%
|
Dmitry Aksenov or Alex Aksenoff
|
|
|
5,716
|
|
|
|
0
|
|
|
|
5,716
|
|
|
|
0
|
|
|
|
*
|
|
Douglas Harnar LLC
|
|
|
580,923
|
(17)
|
|
|
284,078
|
|
|
|
66,845
|
|
|
|
230,000
|
|
|
|
1.0
|
%
|
Due Mondi Investments, Ltd.
|
|
|
27,566
|
(18)
|
|
|
20,882
|
|
|
|
6,684
|
|
|
|
0
|
|
|
|
*
|
|
Edward Rotter
|
|
|
6,684
|
|
|
|
0
|
|
|
|
6,684
|
|
|
|
0
|
|
|
|
*
|
|
Efrat Investments LLC
|
|
|
164,509
|
(19)
|
|
|
124,402
|
|
|
|
40,107
|
|
|
|
0
|
|
|
|
*
|
|
Emerging Markets Consulting, LLC
|
|
|
78,539
|
(20)
|
|
|
50,170
|
|
|
|
13,369
|
|
|
|
15,000
|
|
|
|
*
|
|
Ernest W. Moody Revocable Trust
|
|
|
218,835
|
(21)
|
|
|
165,359
|
|
|
|
53,476
|
|
|
|
0
|
|
|
|
*
|
|
Eugene Webb
|
|
|
62,795
|
|
|
|
0
|
|
|
|
62,795
|
|
|
|
0
|
|
|
|
*
|
|
Faisal Siddiqui
|
|
|
577,222
|
|
|
|
150,000
|
|
|
|
0
|
|
|
|
427,222
|
|
|
|
1.9
|
%
|
Felix Frayman
|
|
|
27,368
|
|
|
|
20,684
|
|
|
|
6,684
|
|
|
|
0
|
|
|
|
*
|
|
Francis Lymburner
|
|
|
139,644
|
|
|
|
105,687
|
|
|
|
33,957
|
|
|
|
0
|
|
|
|
*
|
|
Gary Levine
|
|
|
27,566
|
|
|
|
20,882
|
|
|
|
6,684
|
|
|
|
0
|
|
|
|
*
|
|
Gary Saccaro
|
|
|
28,990
|
|
|
|
0
|
|
|
|
28,990
|
|
|
|
0
|
|
|
|
*
|
|
GBS Living Trust
|
|
|
32,858
|
(22)
|
|
|
24,837
|
|
|
|
8,021
|
|
|
|
0
|
|
|
|
*
|
|
George Copland & Jane Copland JT WROS
|
|
|
57,690
|
|
|
|
45,658
|
|
|
|
12,032
|
|
|
|
0
|
|
|
|
*
|
|
George Martin
|
|
|
63,862
|
|
|
|
50,493
|
|
|
|
13,369
|
|
|
|
0
|
|
|
|
*
|
|
Gerald A. Tomsic 1995 Trust
|
|
|
109,871
|
|
|
|
83,133
|
|
|
|
26,738
|
|
|
|
0
|
|
|
|
*
|
|
Gerald Johnston
|
|
|
38,619
|
|
|
|
30,598
|
|
|
|
8,021
|
|
|
|
0
|
|
|
|
*
|
|
Gerald Yanowitz
|
|
|
41,889
|
|
|
|
31,194
|
|
|
|
10,695
|
|
|
|
0
|
|
|
|
*
|
|
Greg Buffington
|
|
|
55,035
|
|
|
|
41,666
|
|
|
|
13,369
|
|
|
|
0
|
|
|
|
*
|
|
|
|
Number
of
Shares of
Common
Stock
Beneficially
Owned
|
|
|
|
|
|
Shares
|
|
|
Beneficial
Ownership After
Offering
|
|
Name
of Selling Stockholder
|
|
Prior
to
Offering (1)
|
|
|
Shares
Offered
|
|
|
Underlying
Warrants
|
|
|
Shares
|
|
|
Ownership
Percentage
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Blaine
2000 Revocable Trust
|
|
|
104,551
|
(23)
|
|
|
73,701
|
|
|
|
16,684
|
|
|
|
14,166
|
|
|
|
*
|
|
Gregory
Mario
|
|
|
31,993
|
|
|
|
25,309
|
|
|
|
6,684
|
|
|
|
0
|
|
|
|
*
|
|
Haider
Akmal
|
|
|
427,551
|
|
|
|
20,000
|
|
|
|
0
|
|
|
|
407,551
|
|
|
|
1.8
|
%
|
Harry
Striplin
|
|
|
3,449
|
|
|
|
0
|
|
|
|
3,449
|
|
|
|
0
|
|
|
|
*
|
|
Hazem
Algendi
|
|
|
3,896
|
|
|
|
0
|
|
|
|
3,896
|
|
|
|
0
|
|
|
|
*
|
|
Hyong
Kim
|
|
|
31,769
|
|
|
|
25,085
|
|
|
|
6,684
|
|
|
|
0
|
|
|
|
*
|
|
Jack
Cavin Holland 1979 Trust
|
|
|
99,592
|
(24)
|
|
|
40,897
|
|
|
|
10,695
|
|
|
|
48,000
|
|
|
|
*
|
|
Jacob
A. Rosenberg
|
|
|
36,143
|
|
|
|
29,459
|
|
|
|
6,684
|
|
|
|
0
|
|
|
|
*
|
|
Jainal
Bhuiyan
|
|
|
1,007,291
|
|
|
|
285,000
|
|
|
|
0
|
|
|
|
722,291
|
|
|
|
3.3
|
%
|
James
T. Betts
|
|
|
115,793
|
|
|
|
75,740
|
|
|
|
20,053
|
|
|
|
20,000
|
|
|
|
*
|
|
Jason
Chiriano
|
|
|
146,744
|
|
|
|
116,744
|
|
|
|
30,000
|
|
|
|
0
|
|
|
|
*
|
|
Jeanne
Fishback & Keith Fishback JT WROS - changed to Keith Fishback
|
|
|
72,287
|
|
|
|
58,918
|
|
|
|
13,369
|
|
|
|
0
|
|
|
|
*
|
|
Joel
Yanowitz and Amy Metzenbaum Trust UTA 7/22/2003
|
|
|
8,021
|
(25)
|
|
|
0
|
|
|
|
8,021
|
|
|
|
0
|
|
|
|
*
|
|
John
Avon
|
|
|
52,056
|
|
|
|
25,372
|
|
|
|
6,684
|
|
|
|
20,000
|
|
|
|
*
|
|
John
E. Dittoe
|
|
|
85,325
|
|
|
|
63,935
|
|
|
|
21,390
|
|
|
|
0
|
|
|
|
*
|
|
John
Anthony Nole
|
|
|
1,444
|
|
|
|
0
|
|
|
|
1,444
|
|
|
|
0
|
|
|
|
*
|
|
Johnson
Family Revocable Living Trust
|
|
|
32,245
|
(26)
|
|
|
25,561
|
|
|
|
6,684
|
|
|
|
0
|
|
|
|
*
|
|
Joshua
Kaikov
|
|
|
1,805
|
|
|
|
0
|
|
|
|
1,805
|
|
|
|
0
|
|
|
|
*
|
|
Juha
Tuominen and Stacey S. Tuominen
|
|
|
42,140
|
|
|
|
34,119
|
|
|
|
8,021
|
|
|
|
0
|
|
|
|
*
|
|
Justin
Dyer
|
|
|
32,119
|
|
|
|
25,435
|
|
|
|
6,684
|
|
|
|
0
|
|
|
|
*
|
|
Kathleen
E. Watkins
|
|
|
35,056
|
|
|
|
28,372
|
|
|
|
6,684
|
|
|
|
0
|
|
|
|
*
|
|
Keith
Gelles
|
|
|
108,141
|
|
|
|
88,141
|
|
|
|
20,000
|
|
|
|
0
|
|
|
|
*
|
|
Keith
Wright
|
|
|
72,867
|
|
|
|
59,499
|
|
|
|
13,368
|
|
|
|
0
|
|
|
|
*
|
|
Kent
H. Elliott and Susan R. Elliott
|
|
|
70,233
|
|
|
|
56,864
|
|
|
|
13,369
|
|
|
|
0
|
|
|
|
*
|
|
Kevin
Eike
|
|
|
140,467
|
|
|
|
113,729
|
|
|
|
26,738
|
|
|
|
0
|
|
|
|
*
|
|
Larry
Lindland
|
|
|
19,665
|
|
|
|
15,922
|
|
|
|
3,743
|
|
|
|
0
|
|
|
|
*
|
|
Law
Office of Kenneth E. Chyten 401(k) Profit Sharing Plan
|
|
|
55,035
|
(27)
|
|
|
41,666
|
|
|
|
13,369
|
|
|
|
0
|
|
|
|
*
|
|
LGH
Investments, LLC
|
|
|
132,733
|
(28)
|
|
|
105,995
|
|
|
|
26,738
|
|
|
|
0
|
|
|
|
*
|
|
Llano
Resources Inc.
|
|
|
27,517
|
(29)
|
|
|
20,833
|
|
|
|
6,684
|
|
|
|
0
|
|
|
|
*
|
|
Lorraine
Maxfield
|
|
|
6,170
|
|
|
|
0
|
|
|
|
4,468
|
|
|
|
1,702
|
|
|
|
*
|
|
Malcolm
Alexander Winks
|
|
|
11,496
|
|
|
|
0
|
|
|
|
11,496
|
|
|
|
0
|
|
|
|
*
|
|
Marc
Herman
|
|
|
36,714
|
|
|
|
30,030
|
|
|
|
6,684
|
|
|
|
0
|
|
|
|
*
|
|
Mason
Sexton
|
|
|
6,418
|
|
|
|
0
|
|
|
|
6,418
|
|
|
|
0
|
|
|
|
*
|
|
Matthew
Rea & Julie Bigler JT WROS
|
|
|
71,013
|
|
|
|
57,644
|
|
|
|
13,369
|
|
|
|
0
|
|
|
|
*
|
|
Merri
Moken
|
|
|
128,982
|
|
|
|
102,244
|
|
|
|
26,738
|
|
|
|
0
|
|
|
|
*
|
|
Michael
Chieco
|
|
|
64,050
|
|
|
|
50,682
|
|
|
|
13,368
|
|
|
|
0
|
|
|
|
*
|
|
Michael
G. Ginder
|
|
|
31,769
|
|
|
|
25,085
|
|
|
|
6,684
|
|
|
|
0
|
|
|
|
*
|
|
Michael
Koutsoudakis
|
|
|
1,204
|
|
|
|
0
|
|
|
|
1,204
|
|
|
|
0
|
|
|
|
*
|
|
Mike
D. Walker
|
|
|
109,474
|
|
|
|
82,736
|
|
|
|
26,738
|
|
|
|
0
|
|
|
|
*
|
|
MIS
Equity Strategies, LP
|
|
|
27,566
|
(30)
|
|
|
20,882
|
|
|
|
6,684
|
|
|
|
0
|
|
|
|
*
|
|
Mustafa
Ameenudin
|
|
|
132,865
|
|
|
|
36,666
|
|
|
|
0
|
|
|
|
96,199
|
|
|
|
*
|
|
Natan
Vishlitzky & Miryam Vishlitzky JTWROS
|
|
|
62,711
|
(31)
|
|
|
0
|
|
|
|
13,369
|
|
|
|
49,342
|
|
|
|
*
|
|
Nathan
E. Davis
|
|
|
12,798
|
|
|
|
10,124
|
|
|
|
2,674
|
|
|
|
0
|
|
|
|
*
|
|
Nick
Panayotou
|
|
|
900,696
|
|
|
|
720,696
|
|
|
|
180,000
|
|
|
|
0
|
|
|
|
*
|
|
Northlea
Partners, Ltd.
|
|
|
21,906
|
|
|
|
16,558
|
|
|
|
5,348
|
|
|
|
0
|
|
|
|
*
|
|
|
|
Number
of
Shares of
Common
Stock
Beneficially
Owned
|
|
|
|
|
|
Shares
|
|
|
Beneficial
Ownership After
Offering
|
|
Name
of Selling Stockholder
|
|
Prior
to
Offering (1)
|
|
|
Shares
Offered
|
|
|
Underlying
Warrants
|
|
|
Shares
|
|
|
Ownership
Percentage
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paul
G. Darr & Dawn Darr
|
|
|
87,708
|
|
|
|
37,681
|
|
|
|
10,027
|
|
|
|
40,000
|
|
|
|
*
|
|
Paulson
Investment Company, LLC
|
|
|
143,484
|
(32)
|
|
|
0
|
|
|
|
111,498
|
|
|
|
31,986
|
|
|
|
*
|
|
Peter
Fogarty
|
|
|
29,310
|
|
|
|
0
|
|
|
|
29,310
|
|
|
|
0
|
|
|
|
*
|
|
Proactive
Capital Partners, L.P.
|
|
|
75,000
|
(33)
|
|
|
75,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
*
|
|
Randall
Rehborn and Lisa Rehborn
|
|
|
31,805
|
|
|
|
25,121
|
|
|
|
6,684
|
|
|
|
0
|
|
|
|
*
|
|
Raphael
Tshibangu
|
|
|
25,545
|
|
|
|
20,197
|
|
|
|
5,348
|
|
|
|
0
|
|
|
|
*
|
|
Richard
Jeanneret
|
|
|
127,976
|
|
|
|
101,238
|
|
|
|
26,738
|
|
|
|
0
|
|
|
|
*
|
|
Robert
D. Beck and Debra Beck JT WROS
|
|
|
69,687
|
|
|
|
56,318
|
|
|
|
13,369
|
|
|
|
0
|
|
|
|
*
|
|
Robert
F. Susie
|
|
|
78,539
|
|
|
|
50,170
|
|
|
|
13,369
|
|
|
|
15,000
|
|
|
|
*
|
|
Robert
G. Dodge
|
|
|
181,727
|
|
|
|
148,305
|
|
|
|
33,422
|
|
|
|
0
|
|
|
|
*
|
|
Robert
L. Bahr Revocable Trust 1985
|
|
|
49,472
|
(34)
|
|
|
37,440
|
|
|
|
12,032
|
|
|
|
0
|
|
|
|
*
|
|
Robert
Lanphere Jr.
|
|
|
280,489
|
|
|
|
227,013
|
|
|
|
53,476
|
|
|
|
0
|
|
|
|
*
|
|
Robert
Setteducati
|
|
|
190,317
|
|
|
|
0
|
|
|
|
112,839
|
|
|
|
77,478
|
|
|
|
*
|
|
Robert
W. W. Biederman
|
|
|
31,805
|
|
|
|
25,121
|
|
|
|
6,684
|
|
|
|
0
|
|
|
|
*
|
|
Roger
Natsuhara and Karen Natsuhara JT WROS
|
|
|
64,114
|
|
|
|
50,745
|
|
|
|
13,369
|
|
|
|
0
|
|
|
|
*
|
|
S.
Bruce Lansky Rev Trust
|
|
|
36,282
|
(35)
|
|
|
29,598
|
|
|
|
6,684
|
|
|
|
0
|
|
|
|
*
|
|
Shashank
Upadhye
|
|
|
27,382
|
|
|
|
20,698
|
|
|
|
6,684
|
|
|
|
0
|
|
|
|
*
|
|
Stephen
Kann
|
|
|
47,568
|
|
|
|
0
|
|
|
|
10,168
|
|
|
|
37,400
|
|
|
|
*
|
|
Stephen
Shumpert
|
|
|
109,899
|
|
|
|
83,161
|
|
|
|
26,738
|
|
|
|
0
|
|
|
|
*
|
|
Steven
Romero Delgado
|
|
|
31,993
|
|
|
|
25,309
|
|
|
|
6,684
|
|
|
|
0
|
|
|
|
*
|
|
Strata
Trust Company Cust FBO Alexander Tosi IRA
|
|
|
551,672
|
|
|
|
338,191
|
|
|
|
86,898
|
|
|
|
126,583
|
|
|
|
*
|
|
Strata
Trust Company Cust FBO Michael E. Williams IRA
|
|
|
34,985
|
|
|
|
28,301
|
|
|
|
6,684
|
|
|
|
0
|
|
|
|
*
|
|
Strata
Trust Company Cust FBO Roger Walt Langeliers IRA
|
|
|
293,797
|
|
|
|
240,321
|
|
|
|
53,476
|
|
|
|
0
|
|
|
|
*
|
|
Strata
Trust Company Cust FBO Thomas C Rolfstad IRA
|
|
|
139,566
|
|
|
|
113,898
|
|
|
|
25,668
|
|
|
|
0
|
|
|
|
*
|
|
The
Bahr Family Limited Partnership
|
|
|
60,462
|
(36)
|
|
|
45,757
|
|
|
|
14,705
|
|
|
|
0
|
|
|
|
*
|
|
The
Childers Living Trust
|
|
|
64,491
|
(37)
|
|
|
51,122
|
|
|
|
13,369
|
|
|
|
0
|
|
|
|
*
|
|
Thomas
Endres
|
|
|
1,204
|
|
|
|
0
|
|
|
|
1,204
|
|
|
|
0
|
|
|
|
*
|
|
Thomas
H. Butcher
|
|
|
32,299
|
|
|
|
25,615
|
|
|
|
6,684
|
|
|
|
0
|
|
|
|
*
|
|
Thomas
Parigian
|
|
|
112,839
|
|
|
|
0
|
|
|
|
112,839
|
|
|
|
0
|
|
|
|
*
|
|
Thomas
Rowan
|
|
|
32,119
|
|
|
|
25,435
|
|
|
|
6,684
|
|
|
|
0
|
|
|
|
*
|
|
Timothy
Dabulis
|
|
|
2,106
|
|
|
|
0
|
|
|
|
2,106
|
|
|
|
0
|
|
|
|
*
|
|
Trent
Davis
|
|
|
11,496
|
|
|
|
0
|
|
|
|
11,496
|
|
|
|
0
|
|
|
|
*
|
|
Troy
O’Bryan
|
|
|
62,520
|
|
|
|
49,152
|
|
|
|
13,368
|
|
|
|
0
|
|
|
|
*
|
|
Veronica
Marano & Thomas M. Volckening JTWROS
|
|
|
55,134
|
|
|
|
41,765
|
|
|
|
13,369
|
|
|
|
0
|
|
|
|
*
|
|
Vijay
Patel & Tejal Patel, Tenants by the Entirety
|
|
|
63,539
|
|
|
|
50,170
|
|
|
|
13,369
|
|
|
|
0
|
|
|
|
*
|
|
Vista
Capital Investments LLC
|
|
|
132,957
|
(38)
|
|
|
106,219
|
|
|
|
26,738
|
|
|
|
0
|
|
|
|
*
|
|
Wamoh,
LLC
|
|
|
95,308
|
(39)
|
|
|
75,255
|
|
|
|
20,053
|
|
|
|
0
|
|
|
|
*
|
|
Wayne
Westerman
|
|
|
52,670
|
|
|
|
39,302
|
|
|
|
13,368
|
|
|
|
0
|
|
|
|
*
|
|
William
Martin Stocker, III
|
|
|
157,536
|
(40)
|
|
|
41,765
|
|
|
|
26,738
|
|
|
|
89,033
|
|
|
|
*
|
|
William
Murphy
|
|
|
549,961
|
|
|
|
243,116
|
|
|
|
66,845
|
|
|
|
240,000
|
|
|
|
1.1
|
%
|
Joel Yanowitz
|
|
|
23,333
|
|
|
|
23,333
|
|
|
|
0
|
|
|
|
0
|
|
|
|
*
|
|
|
(1)
|
Beneficial ownership is determined in accordance with Rule 13d-3 under the Securities Act, and includes any shares of Common
Stock as to which the Selling Stockholder has sole or shared voting power or investment power, and also any shares which the Selling
Stockholder has the right to acquire within 60 days of August 4, 2020, whether through the exercise or conversion of any stock
option, convertible security, warrant or other right. The indication herein that shares are beneficially owned is not an admission
on the part of the Selling Stockholder that he, she or it is a direct or indirect beneficial owner of those shares.
|
|
(2)
|
Based upon 22,052,294 shares of Common Stock issued and outstanding as of August 4, 2020.
|
|
(3)
|
Dale Powell and Katharine Powell have shared voting control
and investment discretion over the securities reported herein that are held by 4P’s Enterprises, LLC.
|
|
(4)
|
Brian M. Miller has voting control and investment discretion
over the securities reported herein that are held by Alliance Trust Company, CUST FBO Brian Mark Miller ROTH IRA.
|
|
(5)
|
Patrick M. Mullin, as Managing Member, has voting control
and investment discretion over the securities reported herein that are held by Ardara Capital LP.
|
|
(6)
|
Katherine Barton has voting control and investment discretion
over the securities reported herein that are held by BCS Capital LLC.
|
|
(7)
|
Russell Lieblick has voting control and investment discretion
over the securities reported herein that are held by Beacon Investment LLC.
|
|
(8)
|
Bradley Abeson and Lori Abeson share voting control and
investment discretion over the securities reported herein that are held by the Bradley & Lori Abeson Rev Family Trust.
|
(9)
|
Includes 94,954 shares issuable upon the conversion of outstanding 2019 Notes, assuming such 2019 Notes were converted as of August 4, 2020. The actual amount of shares received upon such conversion may vary.
|
|
(10)
|
George Reid Calcott has voting control and investment discretion
over the securities reported herein that are held by the Calcott Family Trust.
|
|
(11)
|
Curtis D. Walker has voting control and investment discretion
over the securities reported herein that are held by CD Walker LLC.
|
|
(12)
|
Taylor A. Chess, as trustee of the trust, has voting control
and investment discretion over the securities reported herein that are held by the Chess Family Trust.
|
|
(13)
|
Jack Chitayat has voting control and investment discretion
over the securities reported herein that are held by Chitayat Holdings, LLC.
|
|
(14)
|
Robert Ertner has voting control and investment discretion
over the securities reported herein that are held by Collegiate Tutoring, Inc.
|
|
(15)
|
Craig Bordon has voting control and investment discretion
over the securities reported herein that are held by Asset Recovery Association, Inc.
|
(16)
|
Eric J. Schlanger has voting control and investment discretion over the securities reported herein that are held by District 2 Capital Fund LP. Includes 345,278 shares issuable upon the conversion of outstanding 2019 Notes, assuming such 2019 Notes were converted as of August 4, 2020. The actual amount of shares received upon such conversion may vary.
|
|
(17)
|
Douglas Harnar has voting control and investment discretion
over the securities reported herein that are held by Douglas Harnar LLC.
|
|
(18)
|
Robert S. Beadle has voting control and investment discretion
over the securities reported herein that are held by Due Mondi Investments, Ltd.
|
|
(19)
|
Pinny Rotter has voting control and investment discretion
over the securities reported herein that are held by Efrat Investments LLC.
|
|
(20)
|
James S. Painter III has voting control and investment
discretion over the securities reported herein that are held by Emerging Markets Consulting, LLC.
|
|
(21)
|
Ernest W. Moody, as trustee of the trust, has voting control
and investment discretion over the securities reported herein that are held by Ernest W. Moody Revocable Trust.
|
|
(22)
|
Gregory B. Stewart, as trustee of the trust, has voting
and dispositive power over the securities reported herein that are held by the GBS Living Trust.
|
|
(23)
|
Gregory H. Blaine has voting control and investment discretion
over the securities reported herein that are held by Blaine 2000 Revocable Trust.
|
|
(24)
|
Jack C. Holland has voting control and investment discretion
over the securities reported herein that are held by Jack Cavin Holland 1979 Trust.
|
|
(25)
|
Joel Yanowitz has voting control and investment discretion
over the securities reported herein that are held by Joel Yanowitz and Amy Metzenbaum Trust UTA 7/22/2003.
|
|
(26)
|
David Richard Johnson, as trustee of the trust, has voting
control and investment discretion over the securities reported herein that are held by Johnson Family Revocable Living Trust.
|
|
(27)
|
Kenneth E. Chyten has voting control and investment discretion
over the securities reported herein that are held by Law Office of Kenneth E. Chyten 401(k) Profit Sharing Plan.
|
|
(28)
|
Lucas Hoppel, as Managing Member, has voting control and
investment discretion over the securities reported herein that are held by LGH Investments, LLC.
|
|
(29)
|
Burton Mark Paul has voting control and investment discretion
over the securities reported herein that are held by Llano Resources Inc.
|
|
(30)
|
Anthony Reed, as the Manager of the General Partner, has
voting control and investment discretion over the securities reported herein that are held by MIS Equity Strategies, LP.
|
(31)
|
Includes 49,342 shares issuable upon the conversion of outstanding 2019 Notes, assuming such 2019 Notes were converted as of August 4, 2020. The actual amount of shares received upon such conversion may vary.
|
(32)
|
Trent Donald Davis has voting control and investment discretion over the securities reported herein that are held by Paulson Investment Company, LLC.
|
(33)
|
Jeffrey Ramson has voting control and investment discretion over the securities reported herein that are held by Proactive Capital LP.
|
|
(34)
|
Robert Lawrence Bahr has voting control and investment
discretion over the securities reported herein that are held by Robert L. Bahr Revocable Trust 1985.
|
|
(35)
|
S. Bruce Lansky, as trustee of the trust, has voting control
and investment discretion over the securities reported herein that are held by S. Bruce Lansky Rev Trust.
|
|
(36)
|
Robert Lawrence Bahr has voting control and investment
discretion over the securities reported herein that are held by The Bahr Family Limited Partnership.
|
|
(37)
|
William A. and Dolores M. Childers, as trustees of the
trust, share voting control and investment discretion over the securities reported herein that are held by The Childers Living
Trust.
|
|
(38)
|
David Clark has voting control and investment discretion
over the securities reported herein that are held by Vista Capital Investments LLC.
|
|
(39)
|
Arthur Dale Burns has voting control and investment discretion
over the securities reported herein that are held by Wamoh, LLC.
|
(40)
|
Includes 49,033 shares issuable upon the conversion of outstanding 2019 Notes, assuming such 2019 Notes were converted as of August 4, 2020. The actual amount of shares received upon such conversion may vary.
|
DESCRIPTION OF SECURITIES TO BE REGISTERED
This prospectus relates to the resale
from time to time of up to 11,517,808 shares of Common Stock of the Company by the Selling Stockholders listed on page 9. As described
below under “About this Prospectus” and “Prospectus – Summary About this Offering,”
the shares of our Common Stock registered by this prospectus include (i) 2,155,435 2019 Conversion Shares, 66,583 additional shares
issued to an investor, 864,913 shares of our Common Stock issuable upon the exercise of 2019 Paulson Warrants, and 253,583 shares
of Common Stock issuable upon the exercise of 2019 Broker Warrants, (ii) 5,566,744 2020 Conversion Shares, 1,356,321 shares of
our Common Stock issuable upon the exercise of 2020 Paulson Warrants, and 403,563 shares of Common Stock issuable upon the exercise
of 2020 Broker Warrants,(iii) 216,666 shares of our Common Stock issued to investors in the Common Stock Offerings and (iv) 634,000
shares of Common Stock sold to investors by former and current officers of the Company. We are not selling any shares of Common
Stock under this prospectus and will not receive any proceeds from the sale of shares of Common Stock by the Selling Stockholders.
The Company’s authorized capital
stock consists of 100,000,000 shares of common stock, par value of $0.001 per share, and 10,000,000 shares of preferred stock,
par value $0.001 per share.
Common Stock
Holders of the Company’s Common Stock
are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of Common Stock do not have cumulative
voting rights. Therefore, holders of a majority of the shares of Common Stock voting for the election of directors can elect all
of the directors. Holders of the Company’s Common Stock representing a majority of the voting power of the Company’s
capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum
at any meeting of stockholders. A vote by the holders of a majority of the Company’s outstanding Common Stock is required
to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to the Company’s certificate
of incorporation.
Holders of the Company’s Common Stock
are entitled to share in all dividends that the Company’s board of directors, in its discretion, declares from legally available
funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro
rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference
over the Common Stock. The Company’s Common Stock has no pre-emptive rights, no conversion rights and there are no redemption
provisions applicable to the Company’s Common Stock.
The Company’s certificate of incorporation
authorize the issuance of 10,000,000 shares of “blank check” preferred stock, par value $0.001 per share, in one or
more series, subject to any limitations prescribed by law, without further vote or action by the stockholders. Each such series
of preferred stock shall have such number of shares, designations, preferences, voting powers, qualifications, and special or
relative rights or privileges as shall be determined by our board of directors, which may include, among others, dividend rights,
voting rights, liquidation preferences, conversion rights and preemptive rights.
Anti-Takeover Provisions
We are subject to Section 203 of the Delaware
General Corporation Law, or Section 203. Section 203 generally prohibits a public Delaware corporation from engaging in a “business
combination” with an “interested stockholder” for a period of three years after the date of the transaction
in which the person became an interested stockholder, unless:
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prior to the date of the transaction, the board of directors
of the corporation approved either the business combination or the transaction which
resulted in the stockholder becoming an interested stockholder;
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the interested stockholder owned at least 85% of the voting
stock of the corporation outstanding upon consummation of the transaction, excluding
for purposes of determining the number of shares outstanding (a) shares owned by persons
who are directors and also officers and (b) shares owned by employee stock plans in which
employee participants do not have the right to determine confidentially whether shares
held subject to the plan will be tendered in a tender or exchange offer; or
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on or subsequent to the consummation of the transaction,
the business combination is approved by the board of directors and authorized at an annual
or special meeting of stockholders, and not by written consent, by the affirmative vote
of at least 66 2/3% of the outstanding voting stock which is not owned by the interested
stockholder.
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Section 203 defines
a business combination to include:
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any merger or consolidation involving the corporation and
the interested stockholder;
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any sale, transfer, pledge or other disposition involving
the interested stockholder of 10% or more of the assets of the corporation;
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subject to exceptions, any transaction involving the corporation
that has the effect of increasing the proportionate share of the stock of any class or
series of the corporation beneficially owned by the interested stockholder;
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subject to exceptions, any transaction that results in
the issuance or transfer by the corporation of any stock of the corporation to the interested
stockholder; and
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the receipt by the interested stockholder of the benefit
of any loans, advances, guarantees, pledges or other financial benefits provided by or
through the corporation.
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In general, Section 203 defines an interested
stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any
entity or person affiliated with or controlling or controlled by the entity or person.
Certificate of Incorporation and Bylaws
Provisions of our certificate of incorporation
and bylaws may delay or discourage transactions involving an actual or potential change in our control or change in our management,
including transactions in which stockholders might otherwise receive a premium for their shares or transactions that our stockholders
might otherwise deem to be in their best interests. Therefore, these provisions could adversely affect the price of our Common
Stock. Among other things, our certificate of incorporation and bylaws:
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permit our board of directors to issue up to 10,000,000
shares of preferred stock, with any rights, preferences and privileges as they may designate;
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provide that the authorized number of directors may be
changed only by resolution adopted by a majority of the board of directors;
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provide that the board of directors or any individual director
may only be removed with cause and the affirmative vote of the holders of at least 66
2/3% of the voting power of all of our then outstanding capital stock;
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provide that all vacancies, including newly created directorships,
may, except as otherwise required by law or subject to the rights of holders of preferred
stock as designated from time to time, be filled by the affirmative vote of a majority
of directors then in office, even if less than a quorum;
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divide our board of directors into three classes;
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require that any action to be taken by our stockholders
must be effected at a duly called annual or special meeting of stockholders and not be
taken by written consent or electronic transmission;
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provide that stockholders seeking to present proposals
before a meeting of stockholders or to nominate candidates for election as directors
at a meeting of stockholders must provide notice in writing in a timely manner and also
specify requirements as to the form and content of a stockholder’s notice;
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do not provide for cumulative voting rights, which means
that holders of a majority of the shares of Common Stock entitled to vote in any election
of directors can elect all of the directors standing for election;
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provide that special meetings of our stockholders may only
be called by the chairman of the board of directors, our Chief Executive Officer or by
the board of directors pursuant to a resolution adopted by a majority of the total number
of authorized directors (whether or not any vacancies exist); and
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provide that the Court of Chancery of the State of Delaware
will be the sole and exclusive forum for (i) any derivative action or proceeding brought
on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by
any of our directors or officers to us or our stockholders, (iii) any action asserting
a claim against us arising pursuant to any provision of the DGCL, or (iv) any action
asserting a claim against us governed by the internal affairs doctrine.
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The amendment of any
of these provisions, with the exception of the ability of our board of directors to issue shares of preferred stock and designate
any rights, preferences and privileges thereto, would require the affirmative vote of the holders of at least 66 2/3% of the voting
power of all of our then outstanding capital stock.
PLAN OF DISTRIBUTION
This prospectus includes 11,517,808
shares of Common Stock offered by the Selling Stockholders.
Each Selling Stockholder and any of its
pledgees, assignees and successors-in-interest may, from time to time, sell any or all of its shares of Common Stock on the OTCQB
or any other stock exchange, market or trading facility on which our shares are traded or in private transactions. These sales
may be at fixed or negotiated prices. A selling stockholder may use any one or more of the following methods when selling shares:
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ordinary brokerage transactions and transactions in which the broker-dealer
solicits purchasers;
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block trades in which the broker-dealer will attempt to sell the shares as agent but may
position and resell a portion of the block as principal to facilitate the transaction;
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purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
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an exchange distribution in accordance with the rules of the applicable exchange;
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privately negotiated transactions;
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settlement of short sales entered into after the effective date of the registration statement
of which this prospectus is a part;
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broker-dealers may agree with the Selling Stockholders to sell a specified number of such
shares at a stipulated price per share;
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through the writing or settlement of options or other hedging transactions, whether through
an options exchange or otherwise;
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a combination of any such methods of sale; or
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any other method permitted pursuant to applicable law.
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The Selling Stockholders may also sell
shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.
In addition, the Selling Stockholders may
transfer the shares of Common Stock by other means not described in this prospectus. If the Selling Stockholders effect such transactions
by selling shares of Common Stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents
may receive commissions in the form of discounts, concessions or commissions from the Selling Stockholders or commissions from
purchasers of the shares of Common Stock for whom they may act as agent or to whom they may sell as principal (which discounts,
concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the
types of transactions involved). In connection with sales of the shares of Common Stock or otherwise, the Selling Stockholders
may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of Common Stock
in the course of hedging in positions they assume. The Selling Stockholders may also sell shares of Common Stock short and deliver
shares of Common Stock covered by this prospectus to close out short positions and to return borrowed shares in connection with
such short sales. The Selling Stockholders may also loan or pledge shares of Common Stock to broker-dealers that in turn may sell
such shares.
The Selling Stockholders may pledge or
grant a security interest in some or all of the shares of Common Stock owned by them and, if they default in the performance of
their secured obligations, the pledgees or secured parties may offer and sell the shares of Common Stock from time to time pursuant
to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act
amending, if necessary, the list of Selling Stockholders to include the pledgee, transferee or other successors in interest as
Selling Stockholders under this prospectus. The Selling Stockholders also may transfer and donate the shares of Common Stock in
other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial
owners for purposes of this prospectus.
To the extent required by the Securities
Act and the rules and regulations thereunder, the Selling Stockholders and any broker-dealer participating in the distribution
of the shares of Common Stock may be deemed to be “underwriters” within the meaning of the Securities Act, and any
commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions
or discounts under the Securities Act. At the time a particular offering of the shares of Common Stock is made, a prospectus supplement,
if required, will be distributed, which will set forth the aggregate amount of shares of Common Stock being offered and the terms
of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting
compensation from the Selling Stockholders and any discounts, commissions or concessions allowed or re-allowed or paid to broker-dealers.
There can be no assurance that any Selling
Stockholder will sell any or all of the shares of Common Stock registered pursuant to the registration statement, of which this
prospectus is a part.
The Selling Stockholders and any other
person participating in such distribution will be subject to applicable provisions of the Exchange Act, and the rules and regulations
thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing
of purchases and sales of any of the shares of Common Stock by the Selling Stockholders and any other participating person. To
the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the shares of Common
Stock to engage in market-making activities with respect to the shares of Common Stock. All of the foregoing may affect the marketability
of the shares of Common Stock and the ability of any person or entity to engage in market-making activities with respect to the
shares of Common Stock. We will pay all expenses of the registration of the shares of Common Stock.
Once sold under the registration statement,
of which this prospectus is a part, the shares of Common Stock will be freely tradable in the hands of persons other than our
affiliates.
LEGAL MATTERS
The validity of the
securities offered hereby have been passed upon for us by Honigman LLP, Kalamazoo, Michigan.
EXPERTS
The consolidated financial statements of
the Company as of September 30, 2019 and 2018, and for the year ended September 30, 2019 and for the nine month transition period
ended September 30, 2018 incorporated by reference in this prospectus have been so incorporated in reliance on the report of BDO
USA, LLP, an independent registered public accounting firm (the report on the consolidated financial statements contains an explanatory
paragraph regarding the Company’s ability to continue as a going concern) incorporated herein by reference, given on the
authority of said firm as experts in auditing and accounting.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
Federal securities laws require us to file
information with the SEC concerning our business and operations. Accordingly, we file proxy statements and annual, quarterly,
and special reports, and other information with the Commission.
The SEC maintains a web site (http://www.sec.gov)
at which you can read or download our reports and other information.
We have filed with the SEC a registration
statement on Form S-1 under the Securities Act with respect to the securities being offered hereby. As permitted by the rules
and regulations of the SEC, this prospectus does not contain all the information set forth in the registration statement and the
exhibits and schedules thereto. For further information with respect to the Company and the securities offered hereby, reference
is made to the registration statement, and such exhibits and schedules which may be accessed at the SEC’s web site.
INCORPORATION OF CERTAIN INFORMATION
BY REFERENCE
SEC rules allow us to “incorporate
by reference” into this prospectus much of the information we file with the SEC, which means that we can disclose important
information to you by referring you to those publicly available documents. The information that we incorporate by reference into
this prospectus plus consolidated financial statements included in this prospectus is considered to be part of this prospectus.
These documents may include Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well
as proxy statements. You should read the information incorporated by reference because it is an important part of this prospectus.
This prospectus incorporates by reference
the documents listed below, other than those documents or the portions of those documents deemed to be furnished and not filed
in accordance with SEC rules:
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our Quarterly Reports on Form 10-Q for the quarter
ended December 31, 2019, filed with the SEC on February
14, 2020, the quarter ended March 31, 2020, filed with the SEC on May
14, 2020, and the quarter ended June 30, 2020, filed with the SEC on August
13, 2020;
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our Current Reports on Form 8-K filed with the SEC on
October
11, 2019, October
25, 2019, October
29, 2019, November
7, 2019, December
2, 2019, December
4, 2019, December
11, 2019, December
31, 2019, January
24, 2020, February
24, 2020, April
30, 2020, May
1, 2020, May
12, 2020, June
4, 2020, July
2, 2020, July
22, 2020, July
28, 2020, August
3, 2020 and September 3, 2020; and
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the description of our common stock in Exhibit 4.1 to
our Annual Report on Form 10-K for the fiscal year ended September 30, 2019, filed on
December 20, 2019.
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Any statement contained in any document
incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that
a statement contained in this prospectus or any prospectus modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
We also incorporate by reference any future
filings, other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that
are related to such items, made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, in each case,
other than those documents or the portions of those documents deemed to be furnished and not filed in accordance with SEC rules,
until the offering of the securities under the registration statement of which this prospectus forms a part is terminated or completed.
Information in such future filings updates and supplements the information provided in this prospectus. Any statements in any
such future filings will be deemed to modify and supersede any information in any document we previously filed with the SEC that
is incorporated or deemed to be incorporated herein by reference to the extent that statements in the later filed document modify
or replace such earlier statements.
Because we are incorporating by reference
future filings with the SEC, this prospectus is continually updated and later information filed with the SEC may update and supersede
some of the information included or incorporated by reference in this prospectus. This means that you must look at all of the
SEC filings that we incorporate by reference to determine if any of the statements in this prospectus or in any document previously
incorporated by reference have been modified or superseded.
These documents may also be accessed on
our website at www.n1mtc.com/investors. Information contained in, or accessible through, our website is not a part of this prospectus.
We will provide without charge to each person, including any beneficial owners, to whom this prospectus is delivered, upon his
or her written or oral request, a copy of any or all reports or documents referred to above which have been or may be incorporated
by reference into this prospectus but not delivered with this prospectus, excluding exhibits to those reports or documents unless
they are specifically incorporated by reference into those documents. You may request a copy of these documents by writing or
telephoning us at the following address.
NeuroOne Medical
Technologies Corporation
7559 Anagram Drive
Eden Prairie, Minnesota 55344
(952) 426-1383
Attention: Leah Noaeill
Senior Director of Marketing
LeahN@N1MTC.com
11,517,808
Shares
NeuroOne
Medical Technologies Corporation
Common
Stock
PROSPECTUS
September
3, 2020