Current Report Filing (8-k)

Date : 06/07/2019 @ 9:18PM
Source : Edgar (US Regulatory)
Stock : Neuroone Medical Technologies Corporation (QB) (NMTC)
Quote : 1.95  -0.05 (-2.50%) @ 9:07PM

Current Report Filing (8-k)










Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported): June 4, 2019


NeuroOne Medical Technologies Corporation

(Exact name of registrant as specified in its charter)


000-54716   27-0863354
(Commission File Number)   (IRS Employer Identification No.)


10901 Red Circle Drive, Suite 150, Minnetonka, MN 55343

(Address of principal executive offices and zip code)



(Registrant's telephone number including area code)



(Registrant's former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of each exchange on which registered
N/A   N/A   N/A


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company ☐


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐







Item 5.07.  Submission of Matters to a Vote of Security Holders.


At the annual meeting (the “ Annual Meeting ”) of stockholders of NeuroOne Medical Technologies Corporation (the “ Company ”) on June 4, 2019, stockholders (i) elected one Class II director to the Company’s Board of Directors (the “ Board ”) to serve a three-year term until the 2022 annual meeting of stockholders, (ii) ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2019, and (iii) approved an amendment to the Company’s certificate of incorporation to effect a reverse stock split of the Company’s common stock. Proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “ SEC ”) on May 6, 2019.


A total of 10,436,533 shares of the Company’s common stock were present at the meeting in person or by proxy, which represents approximately 80.04% of the shares of common stock outstanding as of the record date for the Annual Meeting.


The results of the voting are shown below:


Proposal 1—Election of Directors


Class II Nominee     Votes For       Votes Withheld       Broker
David Rosa     7,506,706       53,998       2,875,829  


Proposal 2—Ratification of Appointment of Independent Registered Public Accounting Firm


Votes For


Votes Against


Votes Abstain

10,391,066   44,881   586


Proposal 3 Approval of an amendment to the Company’s certificate of incorporation to effect a reverse stock split of the Company’s common stock


Votes For   Votes Against   Votes Abstain
8,135,331   2,291,755   9,443







Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated: June 7, 2019 By: /s/ David Rosa
    David Rosa
    Chief Executive Officer





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