10-K/A
NEUROONE MEDICAL TECHNOLOGIES Corp (NMTC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-K/A
(Amendment No. 2)
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30,2020
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______to ______
Commission file number 000-54716
NeuroOne Medical Technologies Corporation
(Exact name of Registrant as specified in its charter)
| Delaware | 27-0863354 |
|---|---|
| (State or other jurisdiction of<br><br>incorporation or organization) | (IRS Employer<br><br>Identification No.) |
| 7599 Anagram Dr.,Eden Prairie, MN | 55344 |
| (Address of principal executive offices) | (Zip Code) |
952-426-1383
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section12(b) of the Securities Exchange Act of 1934: None.
Securities registered pursuant to Section12(g) of the Act:
Common stock, $0.001 par value
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
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.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
|---|---|---|---|
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| 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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ☐ No ☒
As of March 31, 2020, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of shares of the registrant’s common stock held by non-affiliates of the registrant based upon the March 31, 2020 price at which the common equity was last sold was $17.1 million. The number of outstanding shares of the registrant’s common stock as of December 7, 2020 was 22,993,388.
EXPLANATORY NOTE
NeuroOne Medical Technologies Corporation (the “Company”) is filing this Amendment No. 2 (this “Amendment”) to its Annual Report on Form 10-K for the year ended September 30, 2020, as filed on December 9, 2020 and amended on January 28, 2021 (as amended, the “Original Form 10-K”) with the Securities and Exchange Commission (the “SEC”). The purpose of this Amendment is to file Exhibit 23.1, Consent of Independent Registered Public Accounting Firm which includes the consent to the incorporation by reference of two registration statements on Form S-1 (No. 333-232656 and No. 333-244487) which were inadvertently omitted.
Except as described above, no other changes have been made to the Original Form 10-K, and this Amendment does not amend, update or change any other items or disclosures in the Original Form 10-K. The Original Form 10-K continues to speak as of its original filing date. This Amendment does not reflect subsequent events occurring after the filing date of the Original Form 10-K or modify or update in any way disclosures in the Original Form 10-K.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
1
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: February 12, 2021 | NOONE MEDICAL TECHNOLOGIES CORPORATION |
|---|---|
| By: | |
All values are in Euros.
2
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
NeuroOne Medical Technologies Corporation
Eden Prairie, Minnesota
We hereby consent to the incorporation by reference in the Registration Statements on Form S-1 (No. 333-232656 and No. 333-244487) and Form S-8 (No. 333-224572) of NeuroOne Medical Technologies Corporation of our report dated December 8, 2020, relating to the financial statements, which appear in the Annual Report on Form 10-K for the year ended September 30, 2020, filed with the Securities and Exchange Commission on December 9, 2020. Our report contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.
/s/ BDO USA, LLP
Minneapolis, Minnesota
February 12, 2021
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVEOFFICER
PURSUANT TO EXCHANGE ACT RULE 13a-14(a)OR 15d-14(a), AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES OXLEY ACTOF 2002
I, David Rosa, certify that:
| 1 | I have reviewed Amendment No. 1 to the annual report on Form 10-K for the year ended September 30, 2020 (the “report”) of NeuroOne Medical Technologies Corporation; and | |
|---|---|---|
| 2 | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. | |
| --- | --- | |
| Date: February 12, 2021 | ||
| --- | --- | --- |
| By: | /s/ David Rosa | |
| Name: | David Rosa | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIALOFFICER
PURSUANT TO EXCHANGE ACT RULE 13a-14(a)OR 15d-14(a), AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES OXLEY ACTOF 2002
I, Ronald McClurg, certify that:
| 1 | I have reviewed Amendment No. 1 to the annual report on Form 10-K for the year ended September 30, 2020 (the “report”) of NeuroOne Medical Technologies Corporation; and | |
|---|---|---|
| 2 | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. | |
| --- | --- | |
| Date: February 12, 2021 | ||
| --- | --- | --- |
| By: | /s/ Ronald McClurg | |
| Name: | Ronald McClurg | |
| Title: | Chief Financial Officer | |
| (Principal Financial Officer) |