As filed with the Securities and
Exchange Commission on March 4, 2021.
Registration No. 333-252951
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
NeuroOne Medical Technologies Corporation
(Exact name of registrant as specified in
its charter)
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Delaware
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3841
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27-0863354
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(State or other jurisdiction of
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(Primary Standard Industrial
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(I.R.S. Employer
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incorporation or organization)
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Classification Code Number)
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Identification No.)
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7599 Anagram Dr., Eden Prairie, MN 55344
952-426-1383
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
David Rosa
7599 Anagram Dr., Eden Prairie, MN 55344
952-426-1383
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
With copies to:
Phillip D. Torrence, Esq.
Emily J. Johns, Esq.
Honigman LLP
650 Trade Centre Way, Suite 200
Kalamazoo, MI 49002
Phone: (269) 337-7702
Fax: (269) 337-7703
Approximate date of commencement of proposed sale to the
public: From time to time after this Registration Statement is declared effective.
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☒
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.:
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☒
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Smaller reporting company ☒
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Emerging growth company ☐
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The Registrant hereby amends this registration
statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment
which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities
and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus
is not complete and may be changed. The Selling Securityholders may not sell these securities under this prospectus until the
registration statement of which it is a part and filed with the Securities and Exchange Commission is effective. This prospectus
is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer
or sale is not permitted.
PRELIMINARY
PROSPECTUS, SUBJECT TO COMPLETION, DATED MARCH 4, 2021
NeuroOne Medical Technologies Corporation
12,500,000 Shares of Common Stock Offered
by Selling Securityholders
12,500,000 Warrants Offered by Selling Securityholders
12,500,000 Shares of Common Stock Issuable upon Exercise of
Resold Warrants
This prospectus relates to the public offering by the selling
securityholders listed on in this prospectus in the section entitled “Selling Securityholders” (the “Selling Securityholders”) of (i) 12,500,000 shares of our common stock, par
value $0.001 per share (the “Common Stock”) of NeuroOne Medical Technologies Corporation (the “Company”)
and (ii) warrants (“Warrants”) to purchase 12,500,000 shares of Common Stock (and the shares underlying the Warrants).
We are registering these securities on behalf of the Selling Securityholders, to be offered and sold by them from time to time.
This prospectus also relates to the issuance by us of
12,500,000 shares of our Common Stock upon the exercise by third parties of Warrants that have been resold by the Selling
Securityholders to permitted third parties under this prospectus (the “Resold Warrants”). The exercise price of
each Warrant is $1.75 per share and are exercisable for a period of five years from the date of issuance. We are not selling
any securities under this prospectus and we will not receive proceeds from the sale of Common Stock by the Selling
Securityholders. 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 12,500,000 shares of Common Stock, would result in gross
proceeds to the Company of $21.9 million.
Our registration of the securities covered by this prospectus
does not mean that the Selling Securityholders will offer or sell any of the shares of Common Stock or Warrants. The Selling Securityholders
may sell the shares of Common Stock and the Warrants, respectively, covered by this prospectus in a number of different ways and
at varying prices. We provide more information about how the Selling Securityholders may sell the shares of Common Stock and the
Warrants in the sections entitled “Determination of Offering Price” and “Plan of Distribution.”
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 Securityholder will be paid by such
Selling Securityholder.
Investing in our Common Stock involves a high degree
of risk. You should consider carefully the risk factors beginning on page 5 of this prospectus and in our Annual Report on Form
10-K for the year ended September 30, 2020, as amended, our Quarterly Report on Form 10-Q for the quarter ended December 31, 2020,
as well as the information included or incorporated by reference in this prospectus before purchasing any of the shares offered
by this prospectus.
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 March 3, 2021 was $3.51 per share.
There is no established public trading market for the Warrants or the Resold Warrants. We do not intend to apply for listing of
the Warrants or the Resold Warrants on any securities exchange or recognized trading system.
We may amend or supplement this prospectus from time to time
by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully
before you make your investment decision.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
The date of this prospectus is ,
2021
NEUROONE MEDICAL TECHNOLOGIES CORPORATION
TABLE OF CONTENTS
You may only rely on the information contained
in this prospectus or that we have referred you to. We have not authorized anyone to provide you with different information. This
prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the Common Stock
offered by this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any Common
Stock in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus nor any sale
made in connection with this prospectus shall, under any circumstances, create any implication that there has been no change in
our affairs since the date of this prospectus or that the information contained by reference to this prospectus is correct as of
any time after its date.
This prospectus is part of a registration
statement on Form S-1 that we filed with the Securities and Exchange Commission (“SEC”). It omits some of the information
contained in the registration statement and reference is made to the registration statement for further information with regard
to us and the securities being offered. You should review the information and exhibits in the registration statement for further
information about us and the securities being offered hereby. Statements in this prospectus concerning any document we filed as
an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified
by reference to the filings. You should review the complete document to evaluate these statements.
You should read this prospectus, any documents
that we incorporate by reference in this prospectus and the additional information described under the sections entitled “Where
to Find Additional Information” and “Incorporation of Certain Information by Reference” before making
an investment decision. You should rely only on the information contained or incorporated by reference in this prospectus. We have
not authorized any other person to provide you with different information. If anyone provides you with additional, different or
inconsistent information, you should not rely on it. This prospectus is not an offer to sell these securities and it is not soliciting
an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
You should not assume that the information
in this prospectus or any documents we incorporate by reference herein is accurate as of any date other than the date on the front
of such document. Our business, financial condition, results of operations and prospects may have changed since those dates.
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
Common Stock and Warrant Offering
On January 12, 2021, the Company
entered into a Common Stock and Warrant Purchase Agreement (the “Purchase Agreement”) with certain accredited investors,
pursuant to which the Company, in a private placement (the “Private Placement”), agreed to issue and sell an aggregate
of 12,500,000 shares of Common Stock (the “Shares”), and warrants to purchase an aggregate of 12,500,000 shares of
Common Stock (the “Warrants”) at an aggregate purchase price of $1.00 per share of Common Stock and corresponding
Warrant, resulting in total gross proceeds of $12.5 million before deducting placement agent fees and estimated offering expenses.
The Warrants have an initial exercise price of $1.75 per share. The Private Placement closed on January 14, 2021.
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.
THE OFFERING
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Securities
offered by the Selling Securityholders
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12,500,000 shares of Common
Stock, and Warrants to purchase 12,500,000 shares of Common Stock (and shares underlying the Warrants)
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Common Stock outstanding
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35,592,451 shares (as of January 15, 2021)
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Common Stock to be outstanding immediately after this offering, assuming full conversion or exercise of all Warrants
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48,092,451 shares
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Use
of proceeds
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We will not
receive any proceeds from the sale by the Selling Securityholders 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.” We do not intend to list the Warrants on any stock
exchange or other trading market.
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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, 2020, as amended, and Quarterly Report on Form 10-Q for the quarter ended December 31, 2020,
which is 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 35,592,451 shares issued and outstanding at January 15, 2021 and does not take into account:
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1,783,485 shares of our Common Stock issuable upon the exercise of options outstanding as of January 15, 2021, with a weighted-average exercise price of $1.93 per share;
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52,752 shares of our Common Stock issuable upon the vesting of restricted stock units outstanding
as of January 15, 2021;
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10,170,588 shares of our Common Stock issuable upon the exercise of warrants (other than
the Warrants) outstanding as of January 15, 2021 with a weighted-average exercise price of $2.35 per share; and
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2,998,267 shares of our Common Stock reserved for future
issuance under our equity compensation plans.
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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, 2020, filed with the SEC on December 9, 2020, as amended on January 28, 2021 and February 12, 2021, and our Quarterly Report
on Form 10-Q for the quarter ended December 31, 2020, filed with the SEC on February 16, 2021, 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.
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
Securityholders. 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 $21,875,000. 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 Securityholders, see “Selling
Securityholders.”
The Selling Securityholders will pay
any underwriting discounts and commissions and expenses incurred by the Selling Securityholders for brokerage or legal services
or any other expenses incurred by the Selling Securityholders 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 SECURITYHOLDERS
This
prospectus covers an aggregate of up to (i) 12,500,000 shares of our Common Stock and
(ii) Warrants to purchase 12,500,000 shares of our Common Stock (and shares underlying
the Warrants). 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
Securityholders.
The table below sets forth, to our knowledge,
information concerning the beneficial ownership of shares of our Common Stock by the Selling Securityholders as of January
15, 2021. The information in the table below with respect to the Selling Securityholders has been obtained from the Selling Securityholders.
The Selling Securityholders 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 any shares over which a Selling Securityholder has sole or shared voting power or investment
power with respect to shares, and also any shares which the Selling Securityholder has the right to acquire within 60 days of
January 15, 2021, whether through the exercise or conversion of any stock option, convertible security, warrant or other right.
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 Securityholders 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 Securityholders 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 Securityholders
are under no obligation known to us to sell any shares of Common Stock at this time. Because the Selling Securityholders 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 Securityholders upon the termination of the
offering.
|
|
|
Number of
Shares of
Common
Stock
Beneficially
Owned
|
|
|
|
|
|
Shares
|
|
|
Beneficial
Ownership After
Offering
|
|
|
Name
of Selling Securityholder
|
|
Prior
to
Offering (1)
|
|
|
Shares
Offered
|
|
|
Underlying
Warrants
|
|
|
Shares
|
|
|
Ownership
Percentage(2)
|
|
|
AJD Holdings,
LLC (3)
|
|
|
500,000
|
|
|
|
250,000
|
|
|
|
250,000
|
|
|
|
0
|
|
|
|
*
|
|
|
Happy Walters
|
|
|
585,010
|
|
|
|
200,000
|
|
|
|
200,000
|
|
|
|
185,010
|
|
|
|
*
|
|
|
Waltersco Holdings, LLC (4)
|
|
|
200,000
|
|
|
|
100,000
|
|
|
|
100,000
|
|
|
|
0
|
|
|
|
*
|
|
|
Robert J. Hennigan III
|
|
|
200,000
|
|
|
|
100,000
|
|
|
|
100,000
|
|
|
|
0
|
|
|
|
*
|
|
|
PS US Investments, LLC (5)
|
|
|
400,000
|
|
|
|
200,000
|
|
|
|
200,000
|
|
|
|
0
|
|
|
|
*
|
|
|
Kyle Armour
|
|
|
400,000
|
|
|
|
200,000
|
|
|
|
200,000
|
|
|
|
0
|
|
|
|
*
|
|
|
Bowdy Gardner
|
|
|
400,000
|
|
|
|
200,000
|
|
|
|
200,000
|
|
|
|
0
|
|
|
|
*
|
|
|
Christopher Masanto
|
|
|
652,750
|
|
|
|
300,000
|
|
|
|
300,000
|
|
|
|
52,750
|
|
|
|
*
|
|
|
John Hill
|
|
|
100,000
|
|
|
|
50,000
|
|
|
|
50,000
|
|
|
|
0
|
|
|
|
*
|
|
|
Meredith Ashley
|
|
|
100,000
|
|
|
|
50,000
|
|
|
|
50,000
|
|
|
|
0
|
|
|
|
*
|
|
|
Great Bay Strategies II LLC
(6)
|
|
|
425,000
|
|
|
|
200,000
|
|
|
|
200,000
|
|
|
|
25,000
|
|
|
|
*
|
|
|
Kestrel Flight Fund LLC (7)
|
|
|
1,000,000
|
|
|
|
500,000
|
|
|
|
500,000
|
|
|
|
0
|
|
|
|
*
|
|
|
Jordan Fried
|
|
|
400,000
|
|
|
|
200,000
|
|
|
|
200,000
|
|
|
|
0
|
|
|
|
*
|
|
|
Christopher Davis
|
|
|
500,000
|
|
|
|
250,000
|
|
|
|
250,000
|
|
|
|
0
|
|
|
|
*
|
|
|
James Besser (8)
|
|
|
9,924,951
|
|
|
|
4,750,000
|
|
|
|
4,750,000
|
|
|
|
242,951
|
|
|
|
*
|
|
|
JEB Partners, L.P. (8)
|
|
|
1,000,000
|
|
|
|
500,000
|
|
|
|
500,000
|
|
|
|
0
|
|
|
|
*
|
|
|
Manchester Explorer, L.P.
(8)
|
|
|
8,000,000
|
|
|
|
4,000,000
|
|
|
|
4,000,000
|
|
|
|
0
|
|
|
|
*
|
|
|
Morgan Frank (8)
|
|
|
9,500,000
|
|
|
|
4,750,000
|
|
|
|
4,750,000
|
|
|
|
0
|
|
|
|
*
|
|
|
David Wambeke
|
|
|
500,000
|
|
|
|
250,000
|
|
|
|
250,000
|
|
|
|
0
|
|
|
|
*
|
|
|
Tim Macready
|
|
|
200,000
|
|
|
|
100,000
|
|
|
|
100,000
|
|
|
|
0
|
|
|
|
*
|
|
|
Family Trust Under Article
V of the Wesley R. Edens 2011 Annuity Trust Agreement (9)
|
|
|
400,000
|
|
|
|
200,000
|
|
|
|
200,000
|
|
|
|
0
|
|
|
|
*
|
|
|
Wesley R. Edens (9)
|
|
|
800,000
|
|
|
|
400,000
|
|
|
|
400,000
|
|
|
|
0
|
|
|
|
*
|
|
|
Phillip Forte
|
|
|
100,000
|
|
|
|
50,000
|
|
|
|
50,000
|
|
|
|
0
|
|
|
|
*
|
|
|
Marcus Smart
|
|
|
300,000
|
|
|
|
150,000
|
|
|
|
150,000
|
|
|
|
0
|
|
|
|
*
|
|
|
Brad Roberts
|
|
|
100,000
|
|
|
|
50,000
|
|
|
|
50,000
|
|
|
|
0
|
|
|
|
*
|
|
|
ACJ Holdings LLC (10)
|
|
|
200,000
|
|
|
|
100,000
|
|
|
|
100,000
|
|
|
|
0
|
|
|
|
*
|
|
|
Austin Alan Kibler
|
|
|
40,000
|
|
|
|
20,000
|
|
|
|
20,000
|
|
|
|
0
|
|
|
|
*
|
|
|
John Konchar
|
|
|
100,000
|
|
|
|
50,000
|
|
|
|
50,000
|
|
|
|
0
|
|
|
|
*
|
|
|
Vivian Schreiber
|
|
|
50,000
|
|
|
|
25,000
|
|
|
|
25,000
|
|
|
|
0
|
|
|
|
*
|
|
|
JOJ Holdings, LLC (11)
|
|
|
550,000
|
|
|
|
200,000
|
|
|
|
200,000
|
|
|
|
150,000
|
|
|
|
*
|
|
|
Lineage Ventures (12)
|
|
|
210,000
|
|
|
|
105,000
|
|
|
|
105,000
|
|
|
|
0
|
|
|
|
*
|
|
|
Special Situations Life Sciences
Fund, L.P. (13)
|
|
|
3,500,000
|
|
|
|
1,750,000
|
|
|
|
1,750,000
|
|
|
|
0
|
|
|
|
*
|
|
|
Special Situations Private
Equity Fund, L.P. (14)
|
|
|
2,500,000
|
|
|
|
1,250,000
|
|
|
|
1,250,000
|
|
|
|
0
|
|
|
|
*
|
|
|
Draper Inc. (15)
|
|
|
100,000
|
|
|
|
50,000
|
|
|
|
50,000
|
|
|
|
0
|
|
|
|
*
|
|
|
Walsh Capital Industries Corp
(16)
|
|
|
100,000
|
|
|
|
50,000
|
|
|
|
50,000
|
|
|
|
0
|
|
|
|
*
|
|
|
Sean Garber
|
|
|
200,000
|
|
|
|
100,000
|
|
|
|
100,000
|
|
|
|
0
|
|
|
|
*
|
|
|
|
(1)
|
Beneficial
ownership is determined in accordance with Rule 13d-3(d) under the Securities Act, and
includes any shares of Common Stock as to which the Selling Securityholder has sole or
shared voting power or investment power, and also any shares which the Selling Securityholder
has the right to acquire within 60 days of January 15, 2021, 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 Securityholder that he, she or it is a direct or indirect beneficial owner
of those shares.
|
|
|
(2)
|
Based upon 35,592,451 shares
of Common Stock issued and outstanding as of January 15, 2021.
|
|
|
(3)
|
Alex Dunn has voting control
and investment discretion over the securities reported herein that are held by AJD Holdings, LLC.
|
|
|
(4)
|
Robert S. Walters has voting
control and investment discretion over the securities reported herein that are held by Waltersco Holdings, LLC.
|
|
|
(5)
|
Ricardo Puig has voting control
and investment discretion over the securities reported herein that are held by PS US Investments, LLC.
|
|
|
(6)
|
Robert Fagenson has voting
control and investment discretion over the securities reported herein that are held by Great Bay Strategies II LLC.
|
|
|
(7)
|
Albert Hanser, managing partner
of Kestrel Flight Fund LLC, has voting control and investment discretion over the securities reported herein that are held by
Kestrel Flight Fund LLC.
|
|
|
(8)
|
Based on Form 3 filed
by Mr. Besser on January 21, 2021. The reported securities and warrants are directly owned by James Besser, in his personal capacity,
Manchester Explorer, L.P., JEB Partners, L.P and by Morgan C. Frank in his personal capacity. The reported securities and warrants
are indirectly beneficially owned by Manchester Management PR, LLC and Manchester Management Company, LLC as a result of having
investment discretion over Manchester Explorer, L.P. and JEB Partners, L.P. The reported securities and warrants may also be deemed
to be indirectly beneficially owned by James E. Besser, as the Managing Member of Manchester Management PR, LLC and Manchester
Management Company, LLC and by Morgan C. Frank, who serves as a portfolio manager and as a consultant for Manchester Management
Company, LLC. Mr. Besser disclaim beneficial ownership of the reported securities and warrants except to the extent of his pecuniary
interest therein. The percentage in this table reflects that the reporting persons may not exercise the warrants to the extent
such exercise would cause the reporting persons to beneficially own a number of shares of Common Stock that would exceed 9.99%
of our then outstanding Common Stock following such exercise.
|
|
|
(9)
|
Wesley R. Edens has voting
control and investment discretion over the securities reported herein that are held by the Family Trust Under Article V of the
Wesley R. Edens 2011 Annuity Trust Agreement.
|
|
|
(10)
|
Alexander
Ruthizer, Steven Reynolds and Jonathan David have voting control and investment discretion over the securities reported herein
that are held by ACJ Holdings LLC.
|
|
|
(11)
|
Justin Schreiber has voting
control and investment discretion over the securities reported herein that are held by JOJ Holdings, LLC.
|
|
|
(12)
|
Jordan D. Funk has voting
control and investment discretion over the securities reported herein that are held by Lineage Ventures.
|
|
|
(13)
|
David Greenhouse, Austin
Marxe and Adam Stettner have voting control and investment discretion over the securities reported herein that are held by Special
Situations Life Sciences Fund, L.P.
|
|
|
(14)
|
David Greenhouse, Austin
Marxe and Adam Stettner have voting control and investment discretion over the securities reported herein that are held by Special
Situations Private Equity Fund, L.P.
|
|
|
(15)
|
Denise Aversano has voting
control and investment discretion over the securities reported herein that are held by Draper Inc.
|
|
|
(16)
|
Daniel Walsh has voting control
and investment discretion over the securities reported herein that are held by Walsh Capital Industries Corp.
|
DETERMINATION
OF OFFERING PRICE
There is no established
public trading market for the Warrants, and we do not expect trading markets to develop. In addition, we do not intend to apply
for listing of the Warrants on any securities exchange or recognized trading system. As described in the section entitled “Plan
of Distribution,” the price at which the Warrants or the Resold Warrants will be sold will depend, in part, on the manner
and timing of such sales, but, in any event, we expect such price will likely be derived from the market price of our Common Stock
traded on OTCQB.
The exercise price
of the Warrants was determined based on the trading price of the Company’s Common Stock when the Company agreed to issue
the Warrants.
DESCRIPTION OF SECURITIES TO BE REGISTERED
This prospectus relates to the resale
from time to time of up to 25,000,000 shares of Common Stock of the Company by the Selling Securityholders listed on page 8. 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) 12,500,000 shares of our Common Stock and (ii) Warrants
to purchase 12,500,000 shares of our Common Stock (and shares underlying the Warrants). 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 Securityholders.
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:
|
|
●
|
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;
|
|
|
●
|
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
|
|
|
●
|
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.
|
Section 203 defines a business combination
to include:
|
|
●
|
any merger or consolidation involving the corporation and the interested stockholder;
|
|
|
●
|
any sale, transfer, pledge or other disposition involving the interested stockholder of 10% or more of the assets of the corporation;
|
|
|
●
|
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;
|
|
|
●
|
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
|
|
|
●
|
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.
|
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:
|
|
●
|
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;
|
|
|
●
|
provide that the authorized number of directors may be changed only by resolution adopted by a majority of the board of directors;
|
|
|
●
|
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;
|
|
|
●
|
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;
|
|
|
●
|
divide our board of directors into three classes;
|
|
|
●
|
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;
|
|
|
●
|
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;
|
|
|
●
|
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;
|
|
|
●
|
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
|
|
|
●
|
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.
|
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.
Description of Warrants
The material terms and provisions of
the Warrants being offered pursuant to this prospectus are summarized below. This summary of some provisions of the Warrants is
not complete, and is qualified in its entirety by, the provisions of the Warrant. For the complete terms of the Warrants, you
should refer to the form of warrant filed as an exhibit to the registration statement of which this prospectus is a part.
Exercisability. The Warrants
are immediately exercisable and will expire on the date that is five years after their original issuance. The Warrants will be
exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice. In no event
may the Warrants be net cash settled.
Exercise Price. The Warrants
will have an exercise price of $1.75 per share. The exercise price is subject to appropriate adjustment in the event of certain
stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our common
stock and also upon any distributions of assets, including cash, stock or other property to our stockholders.
Cashless Exercise. If, at the
time a holder exercises its Warrant at a time six months after the issuance date, there is no effective registration statement
registering, or the prospectus contained therein is not available for an issuance of the shares underlying the Warrant to the
holder, then in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate
exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares
of common stock determined according to a formula set forth in the Warrant.
Transferability. Subject to
applicable laws, the Warrants may be offered for sale, sold, transferred or assigned without our consent.
Exchange Listing. There is no
established trading market for the Warrants being offered and we do not expect a market to develop. In addition, we do not intend
to apply for the listing of the Warrants on any national securities exchange or other trading market. Without an active trading
market, the liquidity of the Warrants will be limited.
Rights as a Stockholder. Except
as otherwise provided in the Warrants or by virtue of such holder’s ownership of shares of our common stock, the holder
of a Warrant does not have the rights or privileges of a holder of our common stock, including any voting rights, until the holder
exercises the Warrant.
PLAN OF DISTRIBUTION
Resale of Common Stock and Warrants
This prospectus includes 12,500,000
shares of Common Stock, Warrants to purchase 12,500,000 shares of Common Stock and shares underlying the Warrants offered by the
Selling Securityholders (both following the exercise of the Warrants by the Selling Securityholders, and/or upon exercise of the
Warrants by purchasers of such Warrants).
The shares of Common
Stock and the Warrants covered by this prospectus may be offered and sold from time to time by the Selling Securityholders, which
include donees, pledgees, transferees or other successors in interest selling shares or warrants, respectively, received after
the date of this prospectus from a Selling Securityholder as a gift, pledge, partnership distribution or other non-sale related
transfer. The Selling Securityholders will act independently of us in making decisions with respect to the timing, manner and
size of each sale. Such sales may be made on one or more exchanges or in the over-the-counter market or otherwise, at prices and
under terms then prevailing or at prices related to the then current market price or in negotiated transactions.
However, there is no
established public trading market for the Warrants or the Resold Warrants and we do not intend to apply for listing of the Warrants
or the Resold Warrants on any securities exchange or recognized trading system. The price at which the Warrants or the Resold
Warrants may be sold will depend, in part, on the manner and timing of such sales, but, in any event, we expect such price will
likely be derived from the market price of our Common Stock traded on the OTCQB.
The Selling Securityholders
may sell their shares or warrants, respectively, by one or more of, or a combination of, the following methods:
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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 Securityholders 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 Securityholders may also
sell shares or Warrants under Rule 144 under the Securities Act, if available, rather than under this prospectus.
In addition, the Selling Securityholders
may transfer the shares of Common Stock and Warrants by other means not described in this prospectus. If the Selling Securityholders
effect such transactions by selling shares of Common Stock or Warrants 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
Securityholders 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 Securityholders 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 Securityholders 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 Securityholders may also loan or pledge shares of Common
Stock to broker-dealers that in turn may sell such shares.
The Selling Securityholders 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 Securityholders to include the pledgee, transferee or other successors in interest
as Selling Securityholders under this prospectus. The Selling Securityholders also may transfer and donate the shares of Common
Stock or Warrants 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 Securityholders and any broker-dealer participating in the distribution
of the shares of Common Stock or Warrants 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 or Warrants
is made, a prospectus supplement, if required, will be distributed, which will set forth the aggregate amount of shares of Common
Stock or Warrants 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 Securityholders and any discounts, commissions
or concessions allowed or re-allowed or paid to broker-dealers.
There can be no assurance that any Selling
Securityholder will sell any or all of the shares of Common Stock or Warrants registered pursuant to the registration statement,
of which this prospectus is a part.
The Selling Securityholders 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 Securityholders 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 or Warrants. All of the
foregoing may affect the marketability of the shares of Common Stock and Warrants and the ability of any person or entity to engage
in market-making activities with respect to the shares of Common Stock or Warrants. We will pay all expenses of the registration
of the shares of Common Stock and Warrants.
Once sold under the registration statement,
of which this prospectus is a part, the shares of Common Stock and Warrants will be freely tradable in the hands of persons other
than our affiliates.
Exercise of Warrants
The Warrants may be exercised upon the
surrender of the certificate evidencing such warrant on or before the expiration date, as set forth in the Warrants, duly executed,
accompanied by full payment of the exercise price, for the number of Warrants being exercised. No fractional shares will be issued
upon the exercise of the Warrants. If, upon the exercise of the Warrants, a holder would be entitled to receive a fractional interest
in a share, we will, upon the exercise, round up to the nearest whole number the number of shares of Common Stock to be issued
to such holder.
LEGAL MATTERS
The validity of the securities offered hereby
have been passed upon for us by Honigman LLP, Kalamazoo, Michigan.
EXPERTS
The financial statements of the Company
as of September 30, 2020 and 2019, and for each of the two years in the period ended September 30, 2020, 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, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting. The report on
the financial statements contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.
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 SEC.
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 Report
on Form 10-Q for the quarter ended December 31, 2020, filed with the SEC on February 16, 2021;
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the description of our Common Stock in Exhibit 4.2 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2020, filed on December 9, 2020.
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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: Ron McClurg
ronm@n1mtc.com
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The following table sets forth all costs
and expenses, other than underwriting discounts and commissions, payable by the Company, or the Registrant, in connection with
the sale of the Common Stock being registered. The Selling Securityholders will not bear any portion of such expenses. All amounts
shown are estimates except for the SEC registration fee.
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Nature of Expense
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Amount
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SEC registration fee
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$
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6,615
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Accounting fees and expenses
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$
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15,000
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Legal fees and expenses
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$
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145,000
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Transfer agent’s fees and expenses
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$
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1,000
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Printing and related fees
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$
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1,000
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Miscellaneous
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$
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5,000
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Total
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$
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173,615
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Item 14. Indemnification of Directors and Officers.
The Company is incorporated under the laws
of the State of Delaware. Section 145 of the Delaware General Corporation Law provides that a Delaware corporation may indemnify
any persons who were, are, or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason
of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at the
request of such corporation as an officer, director, employee or agent of another corporation or enterprise. The indemnity may
include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided that such person acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal
action or proceeding, had no reasonable cause to believe that his or her conduct was illegal. A Delaware corporation may indemnify
any persons who were, are, or are threatened to be made, a party to any threatened, pending or completed action or suit by or in
the right of the corporation by reason of the fact that such person is or was a director, officer, employee or agent of such corporation,
or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise.
The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit provided such person acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the corporation’s best interests except that no indemnification is permitted without
judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful
on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the
expenses (including attorneys’ fees) actually and reasonably incurred.
The Company’s certificate of incorporation
provides for the indemnification of its directors to the fullest extent permitted under the Delaware General Corporation Law. The
Company’s bylaws provide for the indemnification of its directors and officers to the fullest extent permitted under the
Delaware General Corporation Law.
Section 102(b)(7) of the Delaware General
Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not
be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duties as a director,
except for liability for any:
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transaction from which the director derives an improper personal benefit;
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act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
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unlawful payment of dividends or redemption of shares; or
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breach of a director’s duty of loyalty to the corporation or its stockholders.
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The Company’s certificate of incorporation
includes such a provision. Under the Company’s bylaws, expenses incurred by any director or officers in defending any such
action, suit or proceeding in advance of its final disposition shall be paid by the Company upon delivery to it of an undertaking,
by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director
or officer is not entitled to be indemnified by the Company, as long as such undertaking remains required by the Delaware General
Corporation Law.
Section 174 of the Delaware General Corporation
Law provides, among other things, that a director who willfully or negligently approves of an unlawful payment of dividends or
an unlawful stock purchase or redemption, may be held liable for such actions. A director who was either absent when the unlawful
actions were approved or dissented at the time may avoid liability by causing his or her dissent to such actions to be entered
in the books containing minutes of the meetings of the board of directors at the time such action occurred or immediately after
such absent director receives notice of the unlawful acts.
As permitted by the Delaware General Corporation
Law, we have entered into indemnity agreements with each of our directors and executive officers, that require us to indemnify
such persons against any and all expenses (including reasonable attorneys’ fees), witness fees, damages, judgments, fines,
settlements and other amounts incurred (including expenses of a derivative action) in connection with any action, suit or proceeding,
whether actual or threatened, to which any such person may be made a party by reason of the fact that such person is or was a director,
an officer or an employee of the Company or any of its affiliated enterprises, provided that such person acted in good faith and
in a manner such person reasonably believed to be in or not opposed to our best interests and, with respect to any criminal proceeding,
had no reasonable cause to believe his or her conduct was unlawful. The indemnification agreements also set forth certain procedures
that will apply in the event of a claim for indemnification thereunder.
There is at present no pending litigation
or proceeding involving any of the Registrant’s directors or executive officers as to which indemnification is required or
permitted, other than the ongoing litigation that includes the former employer of Mark Christianson claiming, among other things,
certain breaches of non-competition obligations and confidentiality and non-disclosure obligations to such prior employer and federal
and state law by virtue of such officer’s work for the Company, and the Company is not aware of any threatened litigation or proceeding
that may result in a claim for indemnification.
The Company has an insurance policy that
covers its officers and directors with respect to certain liabilities, including liabilities arising under the Securities Act or
otherwise.
Item 15. Recent Sales of Unregistered Securities.
The following sets forth information regarding
all unregistered securities sold by the registrant in the three years preceding the date of this registration statement.
On January 12, 2021, the Company entered
into the Purchase Agreement with certain accredited investors, pursuant to which, the Company in the Private Placement, agreed
to issue and sell the Shares and the Warrants, resulting in total gross proceeds of $12.5 million before deducting placement agent
fees and estimated offering expenses. The Warrants have an initial exercise price of $1.75 per share. The Private Placement closed
on January 14, 2021.
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, 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 warrants
to purchase shares of Common Stock (each, a “2020 Paulson Warrant” and, collectively, the “2020 Paulson 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. In connection with the 2020 Paulson
Private Placement, Paulson Investment Company (“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 an amount of Common Stock equal to 410,911, with an exercise
price equal to $1.87.
In addition, between May 4, 2020 and July
21, 2020, certain 2020 Paulson Subscribers elected to convert $3,590,353 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.
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. In connection with the 2019 Paulson Private Placement, 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 of $1.87 per share.
In addition, between April 24, 2020
and December 15, 2020, certain 2019 Paulson Subscribers elected to convert $3,453,883.00 of the outstanding principal and
interest of the 2019 Paulson Notes into 3,054,372 shares of Common Stock.
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 in exchange for $254,998.80 and 75,000 shares in exchange for $135,000.00,
respectively.
In connection with a private placement,
between December 28, 2018 and July 1, 2019, the Company entered into subscription agreements with accredited investors, pursuant
to which the Company agreed to issue and sell to the purchasers units for $2.50 per unit (the “2019 Private Placement”).
Each unit consisted of (i) one share of Common Stock and (ii) a warrant to purchase one share of Common Stock at an initial exercise
price of $3.00 per share. The warrants are exercisable beginning on the date of issuance and expire on December 28, 2023. The Company
has issued an aggregate of 2,338,179 units, for total gross proceeds to the Company of approximately $5,845,448 in connection with
all closings of the 2019 Private Placement. In connection with the 2019 Private Placement, Paulson received a cash commission equal
to 12% of the gross proceeds from the sale of the units to the Paulson Investors, and HRA Capital received a cash commission equal
to 8% of the gross proceeds from the sale of the units to certain investors (the “HRA Investors”).
In addition, pursuant to placement agent
agreements, on July 1, 2019, the Company issued 5-year warrants to Paulson and its designees to purchase 193,417 shares of Common
Stock at an exercise price of $2.75 per share, and the Company issued to Corinthian Partners, LLC and its designees 5-year warrants
to purchase 17,760 shares of Common Stock at an exercise price of $3.00 per share and 5-year warrants to purchase 135,512 shares
of Common Stock at an exercise price of $2.00 per share.
In connection with a private placement,
between July 9, 2018 and November 30, 2018, the Company entered into subscription agreements with accredited investors, pursuant
to which the Company agreed to issue and sell to the purchasers units for $2.50 per unit (the “2018 Private Placement”).
Each unit consisted of (i) one share of Common Stock and (ii) a warrant to purchase one share of Common Stock at an initial exercise
price of $3.00 per share. The Company issued an aggregate of 615,200 units, for total gross proceeds to the Company of approximately
$1,538,000 in connection with all closings of the 2018 Private Placement.
On October 1, 2019, in consideration for consulting services,
the Company agreed to issue to a consultant 100,000 shares of Common Stock on the following schedule: 50,000 shares of Common Stock
in connection with the execution of the consulting agreement, 25,000 shares of Common Stock on January 1, 2020 and 25,000
shares of Common Stock on April 1, 2020. On April 22, 2020, the Company entered into an amendment to the Consulting Agreement,
pursuant to which the Company issued the consultant an additional 35,000 shares in exchange for consulting services.
On October 28, 2019, in consideration for consulting services,
the Company agreed to issue to a consultant 15,000 shares of Common Stock on the following schedule: 5,000 shares of Common Stock
in connection with the execution of the consulting agreement, 5,000 shares of Common Stock before December 28, 2019 and
5,000 shares of Common Stock before January 28, 2020.
On February 6, 2018, pursuant to a services
agreement with JLS Ventures, LLC, the Company agreed to issue to JLS an aggregate of 250,000 shares of Common Stock for investor
relations services. The Company issued to JLS 100,000 shares of Common Stock on April 26, 2018, 50,000 shares of Common Stock on
May 7, 2018, 50,000 shares of Common Stock on August 29, 2018, and 50,000 shares of Common Stock on November 2, 2018.
On August 18, 2017, the Company entered
into subscription agreements with the subscribers (the “Series 2 Subscribers”) identified therein (the “Series
2 Subscription Agreements”). Pursuant to the terms of the Series 2 Subscription Agreements, the Company issued to the Series
2 Subscribers the Series 2 Notes (the “Series 2 Notes”) and warrants. In addition, in March 2018, the Company issued
to the Series 2 Subscribers additional warrants to purchase shares of the Company’s capital stock. The total amount of Series
2 Notes sold pursuant to the Series 2 Subscription Agreements was $253,000.
Effective as of July 2, 2018, the Company
entered into the Series 1 Notes Debt Conversion Agreement with each subscriber to the Series 1 subscription agreements (the “Series
1 Subscribers”, and together with the Series 2 Subscribers, the “Subscribers”) and the Series 2 Notes Debt Conversion
Agreement with each Series 2 Subscriber (the “Conversion Agreements”) to (i) convert the outstanding principal and
accrued and unpaid interest (the “Outstanding Balance”) under the Series 1 notes (the “Series 1 Notes”)
and the Series 2 Notes (together, the “Series Notes”) into shares of the Company’s Common Stock based on the
Outstanding Balance divided by $1.80 per share (the “Conversion Shares”); (ii) cancel and extinguish the Series Notes;
and (iii) amend and restate all of the warrants to make them immediately exercisable upon conversion, at a per share exercise price
equal to $1.80 per share. As consideration for the early conversion of the Series Notes, the Company issued each Subscriber a new
warrant, exercisable for up to the number of shares of Common Stock equal to the number of Conversion Shares received by such Subscriber;
at a per share exercise price of $1.80 per share. The new warrants are exercisable commencing on July 2, 2018, and expire on November
21, 2021.
Pursuant to the Conversion Agreements, $1,804,064
of the outstanding principal and interest of the Series 1 Notes was converted into 1,002,258 shares of Common Stock and $259,297
of the outstanding principal and interest of the Series 2 Notes was converted into 144,053 shares of Common Stock. Additionally,
as of July 2, 2018, 2,482,372 shares of Common Stock were issuable upon exercise of the warrants.
Between October 2017 and May 2018, the Company
issued the Series 3 Notes in an aggregate principal amount of $1.5 million that bear interest at a fixed rate of 8% per annum and
warrants to purchase shares of the Company’s capital stock. On February 28, 2019, the Company completed an equity round of
financing resulting in more than $3 million in gross proceeds when it closed on the sale of units in connection with the 2019 Private
Placement. Following such financing, the outstanding principal and interest of the Series 3 Notes of $1,678,361 was automatically
converted in accordance with the terms of the Series 3 Notes into 839,179 shares of Common Stock and 839,179 warrants at an exercise
price equal to $3.00 per share. Additionally, the previously issued warrants became immediately exercisable for 839,179 shares
of Common Stock, at an exercise price equal to $2.50 per share, and will expire on February 28, 2024. The exercise price and number
of the shares of our Common Stock issuable upon exercise of the warrants will be subject to adjustment in the event of any stock
dividends and splits, reverse stock split, recapitalization, reorganization, business combination or similar transaction.
In connection with the foregoing, the Company
relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act or Regulation D promulgated under
the Securities Act for transactions not involving a public offering.
Item 16. Exhibits and Financial Statement Schedules.
EXHIBIT INDEX
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Exhibit No.
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Document
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2.1 *
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Agreement
and Plan of Merger and Reorganization, dated as of July 20, 2017, by and among NeuroOne Medical Technologies Corporation, OSOK
Acquisition Company and NeuroOne, Inc. (incorporated by reference to Exhibit 2.1 on the Registrant’s Current Report
on Form 8-K filed on July 20, 2017)
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2.2
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Plan
of Conversion, dated as of June 20, 2017, of NeuroOne Medical Technologies Corporation (incorporated by reference to Exhibit
2.1 on the Registrant’s Current Report on Form 8-K filed on June 29, 2017)
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3.1
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Certificate
of Incorporation of NeuroOne Medical Technologies Corporation (incorporated by reference to Exhibit 3.4 on the Registrant’s
Current Report on Form 8-K filed on June, 29, 2017)
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3.2
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Bylaws
of NeuroOne Medical Technologies Corporation (incorporated by reference to Exhibit 3.5 on the Registrant’s Current Report
on Form 8-K filed on June 29, 2017)
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4.1
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|
Form
of Common Stock Certificate (incorporated by reference to Exhibit 4.1 on the Registrant’s Current Report on Form 8-K
filed on July 20, 2017)
|
|
|
|
|
|
5.1**
|
|
Opinion of Honigman LLP
|
|
|
|
|
|
10.1 #
|
|
Amended
and Restated Exclusive Start-up Company License Agreement, effective as of January 21, 2020, by and between NeuroOne Medical
Technologies Corporation and Wisconsin Alumni Research Foundation (incorporated by reference to Exhibit 10.1 on the Registrant’s
Current Report on Form 8-K filed on January 24, 2020)
|
|
|
|
|
|
10.2 ##
|
|
Mayo
Foundation for Medical Education and Research Amended and Restated License and Development Agreement, dated as of May 25,
2017, by and between Mayo Foundation for Medical Education and Research, and NeuroOne LLC (incorporated by reference to Exhibit
10.3 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017)
|
|
|
|
|
|
10.3 +
|
|
2016
Equity Incentive Plan of NeuroOne, Inc. (incorporated by reference to Exhibit 10.11 on the Registrant’s Current
Report on Form 8-K filed on July 20, 2017)
|
|
|
|
|
|
10.4 +
|
|
Form
of Stock Option Award Agreement pursuant to 2016 Equity Incentive Plan of NeuroOne, Inc. (incorporated by reference to
Exhibit 10.12 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017)
|
|
|
|
|
|
10.5 +
|
|
Restricted
Stock Purchase Agreement, dated as of April 10, 2017, by and between NeuroOne, Inc. and Thomas Bachinski (incorporated
by reference to Exhibit 10.13 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017)
|
|
|
|
|
|
10.6 +
|
|
2017
Equity Incentive Plan of the Company (incorporated by reference to Appendix G to Schedule 14C filed on April 20, 2017)
|
|
|
|
|
|
10.7+
|
|
NeuroOne
Medical Technologies Corporation 2017 Equity Incentive Plan Option Agreement (incorporated by reference to Exhibit 10.15 on
the Registrant’s Current Report on Form 8-K filed on July 20, 2017)
|
|
10.8 +
|
|
NeuroOne Medical Technologies Corporation 2017 Equity Incentive Plan Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.16 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017)
|
|
|
|
|
|
10.9 +
|
|
Offer
Letter, dated as of December 1, 2016, to Mark Christianson from NeuroOne, Inc. (incorporated by reference to Exhibit 10.18 on
the Registrant’s Current Report on Form 8-K filed on July 20, 2017)
|
|
|
|
|
|
10.10 +
|
|
Form of Indemnification Agreement with the Company’s Officers and Directors (incorporated by reference to Exhibit E to Appendix B to Schedule 14C filed on April 20, 2017)
|
|
|
|
|
|
10.11 +
|
|
Separation
and Release Agreement, dated as of June 28, 2017, by and between NeuroOne, Inc. and Wade Fredrickson (incorporated by reference
to Exhibit 10.23 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017)
|
|
|
|
|
|
10.12+
|
|
Employment
Agreement, dated as of August 4, 2017, by and between NeuroOne Medical Technologies Corporation and David A. Rosa (incorporated
by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on August 7, 2017)
|
|
|
|
|
|
10.13
|
|
First
Amendment to Promissory Note, dated as of November 30, 2017, by and between NeuroOne Medical Technologies Corporation and the
Subscribers (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on December
6, 2017)
|
|
|
|
|
|
10.14
|
|
Form
of Capital Stock Purchase Warrant issued pursuant to August 2017 Subscription Agreement (incorporated by reference to Exhibit
4.2 on the Registrant’s Current Report on Form 8-K filed on August 23, 2017)
|
|
|
|
|
|
10.15
|
|
Form of October 2017 Subscription Agreement (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on October 6, 2017)
|
|
|
|
|
|
10.16
|
|
Form of Promissory Note issued pursuant to October 2017 Subscription Agreement (incorporated by reference to Exhibit 4.1 on the Registrant’s Current Report on Form 8-K filed on October 6, 2017)
|
|
|
|
|
|
10.17
|
|
Form of Capital Stock Purchase Warrant issued pursuant to October 2017 Subscription Agreement (incorporated by reference to Exhibit 4.2 on the Registrant’s Current Report on Form 8-K filed on October 6, 2017)
|
|
|
|
|
|
10.18
|
|
Form of Amended and Restated Subscription Agreement (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on December 20, 2017)
|
|
|
|
|
|
10.19
|
|
Form of Amended and Restated Promissory Note issued pursuant to Amended and Restated Promissory Note and Warrant Subscription Agreement (incorporated by reference to Exhibit 4.1 on the Registrant’s Current Report on Form 8-K filed on December 20, 2017)
|
|
|
|
|
|
10.20
|
|
Form of Amended and Restated Capital Stock Purchase Warrant issued pursuant to Amended and Restated Promissory Note and Warrant Subscription Agreement (incorporated by reference to Exhibit 4.2 on the Registrant’s Current Report on Form 8-K filed on December 20, 2017)
|
|
|
|
|
|
10.21
|
|
Form of Amended and Restated Note issued pursuant to August 2017 Subscription Agreement, as amended (incorporated by reference to Exhibit 4.1 on the Registrant’s Current Report on Form 8-K filed on March 16, 2018)
|
|
|
|
|
|
10.22
|
|
Form of Replacement Warrant issued pursuant to August 2017 Subscription Agreement, as amended (incorporated by reference to Exhibit 4.2 on the Registrant’s Current Report on Form 8-K filed on March 16, 2018)
|
|
|
|
|
|
10.23
|
|
Form of Additional Warrant issued pursuant to August 2017 Subscription Agreement, as amended (incorporated by reference to Exhibit 4.3 on the Registrant’s Current Report on Form 8-K filed on March 16, 2018)
|
|
10.24 +
|
|
Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.40 to Registrant’s Annual Report on Form 10-K filed April 16, 2018)
|
|
|
|
|
|
10.25
|
|
Form of Series 1 Notes Debt Conversion Agreement (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed July 6, 2018)
|
|
|
|
|
|
10.26
|
|
Form of Series 2 Notes Debt Conversion Agreement (incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed July 6, 2018)
|
|
|
|
|
|
10.27
|
|
Form of Warrant (incorporated by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K filed July 13, 2018)
|
|
|
|
|
|
10.28
|
|
Form of Purchase Agreement (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed July 13, 2018)
|
|
|
|
|
|
10.29
|
|
Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed July 13, 2018)
|
|
|
|
|
|
10.30 +
|
|
Form of Employee Proprietary Information, Inventions, Assignment
and Non-Competition Agreement. (incorporated by reference to Exhibit 10.52 on the Registrant’s Annual Report on Form 10-KT
filed on December 12, 2018)
|
|
|
|
|
|
10.31
|
|
Form of Warrant (incorporated by reference to Exhibit 4.1 on the Registrant’s Current Report on Form 8-K filed on January 4, 2019)
|
|
|
|
|
|
10.32
|
|
Form of Purchase Agreement (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on January 4, 2019)
|
|
|
|
|
|
10.33
|
|
Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 on the Registrant’s Current Report on Form 8-K filed on January 4, 2019)
|
|
|
|
|
|
10.34 +
|
|
Offer
Letter, effective as of April 1, 2019, between Steve Mertens and NeuroOne Medical Technologies Corporation (incorporated by reference
to Exhibit 10.2 on the Registrant’s Quarterly Report on Form 10-Q filed on May 10, 2019)
|
|
|
|
|
|
10.35
|
|
Form of Conversion Warrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on March 6, 2019)
|
|
|
|
|
|
10.36
|
|
Form of Paulson Placement Agent Warrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on July 5, 2019)
|
|
|
|
|
|
10.37
|
|
Form of HRA Placement Agent Warrant (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on July 5, 2019)
|
|
|
|
|
|
10.38
|
|
Letter
Agreement, dated as of May 8, 2019, between NeuroOne Medical Technologies Corporation and Lifestyle Healthcare LLC (incorporated
by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on May 8, 2019)
|
|
|
|
|
|
10.40
|
|
Lease
Agreement, dated as of October 7, 2019, by and among NeuroOne Medical Technologies Corporation and Biynah Cleveland, LLC, BIP
Cleveland, LLC, and Edenvale Investors (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on
Form 8-K filed on October 11, 2019)
|
|
10.41
|
|
Lock-Up
Agreement, effective as of October 21, 2019, between Wade Fredrickson and the Company (incorporated by reference to Exhibit 10.42
on the Registrant’s Annual Report on Form 10-K filed on December 20, 2019)
|
|
|
|
|
|
10.42
|
|
Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on October 29, 2019)
|
|
|
|
|
|
10.43
|
|
Form of Convertible Promissory Note issued pursuant to November 2019 Promissory Note and Warrant Subscription Agreement (incorporated by reference to Exhibit 4.1 on the Registrant’s Current Report on Form 8-K filed on November 7, 2019)
|
|
|
|
|
|
10.44
|
|
Form of Common Stock Purchase Warrant issued pursuant to November 2019 Promissory Note and Warrant Subscription Agreement (incorporated by reference to Exhibit 4.2 on the Registrant’s Current Report on Form 8-K filed on November 7, 2019)
|
|
|
|
|
|
10.45
|
|
Form of November 2019 Promissory Note and Warrant Subscription Agreement (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on November 7, 2019)
|
|
|
|
|
|
10.46
|
|
Form of Broker Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on January 24, 2020)
|
|
|
|
|
|
10.47
|
|
Form of First Amendment to Convertible Promissory Note (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on December 11, 2019)
|
|
|
|
|
|
10.48
|
|
Form of Second Amendment to Convertible Promissory Note (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on April 30, 2020)
|
|
|
|
|
|
10.49
|
|
Form of Convertible Promissory Note issued pursuant to April 2020 Promissory Note and Warrant Subscription Agreement (incorporated by reference to Exhibit 4.1 on the Registrant’s Current Report on Form 8-K filed on May 1, 2020)
|
|
|
|
|
|
10.50
|
|
Form
of Warrant issued pursuant to April 2020 Promissory Note and Warrant Subscription Agreement (incorporated by reference to Exhibit
4.2 on the Registrant’s Current Report on Form 8-K filed on May 1, 2020)
|
|
|
|
|
|
10.51
|
|
Form
of April 2020 Promissory Note and Warrant Subscription Agreement (incorporated by reference to Exhibit 10.1 on the Registrant’s
Current Report on Form 8-K filed on May 1, 2020)
|
|
|
|
|
|
10.52
|
|
Exclusive
Development and Distribution Agreement, dated as of July 20, 2020, by and between the Company and Zimmer, Inc. (incorporated by
reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on July 22, 2020).
|
|
|
|
|
|
10.53
|
|
Securities
Purchase Agreement, dated as of July 24, 2020, by and between the Company and the Purchaser listed thereto (incorporated by reference
to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on August 3, 2020).
|
|
|
|
|
|
10.54+
|
|
Employment Offer Letter, dated as of January 1, 2021, by and between Ron McClurg and the Company (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on January 7, 2021)
|
|
|
|
|
|
10.55
|
|
Form of Purchase Agreement (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on January 15, 2021).
|
|
|
|
|
|
10.56
|
|
Form of Warrant (incorporated by reference to Exhibit 4.1 on the Registrant’s Current Report on Form 8-K filed on January 15, 2021).
|
|
|
|
|
|
21.1
|
|
Subsidiaries
of the Registrant (incorporated by reference to Exhibit 21.1 to Registrant’s Annual Report on Form 10-K filed December 9,
2020)
|
|
|
|
|
|
23.1
|
|
Consent of BDO USA, LLP
|
|
|
|
|
|
23.2
|
|
Consent of Honigman LLP (included in Exhibit 5.1 hereto)
|
|
|
|
|
|
24.1
|
|
Power of Attorney (included in signature page hereto)
|
|
*
|
Pursuant to Item 601(b)(2) of Regulation S-K, the Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Agreement and Plan of Merger to the Securities and Exchange Commission upon request.
|
|
|
|
|
#
|
Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. Certain portions of the exhibits that are not material and would be competitively harmful if publicly disclosed have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. Copies of the unredacted exhibits will be furnished to the SEC upon request.
|
|
|
|
|
##
|
Portions of this exhibit have been omitted pursuant to a request for confidential treatment and have been separately filed with the Securities and Exchange Commission.
|
|
|
|
|
**
|
Previously filed.
|
|
|
|
|
+
|
Indicates management contract or compensatory plan.
|
Item 17. Undertakings.
The undersigned
registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned
registrant hereby undertakes to remove from registration by means of a post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
The undersigned registrant hereby undertakes
that, for the purposes of determining liability to any purchaser:
If the registrant is subject to Rule 430C
(§230.430C of this chapter), each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to
an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A
(§230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is
first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior
to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of
the registration statement or made in any such document immediately prior to such date of first use.
The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual
report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated
by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is
against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Eden Prairie, State of Minnesota, on March 4, 2021.
|
|
NeuroOne Medical Technologies Corporation
|
|
|
|
|
|
|
By:
|
/s/ David Rosa
|
|
|
|
David Rosa
|
|
|
Its:
|
Chief Executive Officer
|
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the capacities and on the dates indicated.
|
Date:
March 4, 2021
|
/s/ David Rosa
|
|
|
David Rosa
|
|
|
Chief Executive Officer and Director
|
|
|
(Principal Executive Officer)
|
|
|
|
|
Date:
March 4, 2021
|
/s/ Ronald McClurg
|
|
|
Ronald McClurg
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer and
|
|
|
Principal Accounting Officer)
|
|
|
|
|
Date:
March 4, 2021
|
*
|
|
|
Paul Buckman
|
|
|
Director
|
|
|
|
|
Date:
March 4, 2021
|
*
|
|
|
Jeffrey Mathiesen
|
|
|
Director
|
|
|
|
|
Date:
March 4, 2021
|
*
|
|
|
Edward Andrle
|
|
|
Director
|
|
* By:
|
/s/
David Rosa
|
|
|
|
David Rosa
|
|
|
|
Attorney-in-fact
|
|
II-10