8-K
NEUROONE MEDICAL TECHNOLOGIES Corp (NMTC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The SecuritiesExchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 31, 2022
NeuroOne Medical Technologies Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 001-40439 | 27-0863354 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission File Number) | (IRS Employer<br><br> <br>Identification No.) |
7599 Anagram Dr., Eden Prairie, MN 55344
(Address of principal executive offices and zip code)
952-426-1383
(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<br>Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.001 per share | NMTC | The Nasdaq Stock Market LLC |
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 SecurityHolders.
At the annual meeting (the “Annual Meeting”) of stockholders of NeuroOne Medical Technologies Corporation (the “Company”) on May 31, 2022, stockholders (i) elected one Class II director to the Company’s Board of Directors to serve a three-year term until the 2025 annual meeting of stockholders, and (ii) ratified the appointment of Baker Tilly U.S., LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2022. Proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2022.
A total of 9,491,751 shares of the Company’s common stock were present at the meeting in person or by proxy, which represents approximately 58.62% 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 Director
| Class I Nominee | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| David Rosa | 4,552,178 | 411,044 | 4,528,529 |
Proposal 2—Ratification of Appointment of Independent RegisteredPublic Accounting Firm
| Votes For | Votes Against | Votes Abstain |
|---|---|---|
| 9,421,086 | 44,729 | 25,936 |
Item8.01 Other Events.
On June 2, 2022, NeuroOne Medical Technologies Corporation issued a press release providing a copy of the Annual Letter to Shareholders. A copy of this press release is filed herewith as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, dated June 2, 2022 |
| 104 | Cover Page Interactive Data File (embedded with Inline XBRL document). |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NOONE MEDICAL TECHNOLOGIES CORPORATION | |
|---|---|
| Dated: June 2, 2022 | |
| By: | |
All values are in Euros.
2
Exhibit 99.1
NeuroOne^®^Issues Letter to Stockholders in Connection With 2022 Annual Meeting of Stockholders
Letterrecaps key highlights of fiscal year 2021 and features upcoming milestones for fiscal year 2022 and beyond
EDEN PRAIRIE, Minn., June 2, 2022 (PR Newswire) -- NeuroOne Medical Technologies Corporation (NASDAQ: NMTC) (“NeuroOne” or the “Company”), a medical technology company focused on improving surgical care options and outcomes for patients suffering from neurological disorders, today announced the publication of the 2022 Annual Letter to Shareholders published in the Company’s Proxy Statement for its Annual Meeting of Stockholders that occurred on May 31, 2022. The letter may be accessed here.
The letter recaps the key highlights of fiscal year 2021 and features upcoming milestones for fiscal year 2022 and beyond directed at developing the Evo^®^ platform thin film electrode technology for patients suffering from epilepsy, chronic back pain, and Parkinson’s disease.
In his letter, Dave Rosa, Chief Executive Officer of NeuroOne, states, “As we continue to develop our platform thin film electrode technology, we remain confident it will represent a transformational tool for neurosurgeons and neurologists. …. I believe we are on the right path to creating a meaningful impact in patients’ lives and have been encouraged by positive feedback from physicians and patients who are excited to see our products in the market.”
Highlights from Fiscal Year 2021:
| ● | Completed<br> equity raise in the amount of $12.5M in January of 2021 |
|---|---|
| ● | Uplisted<br> to Nasdaq in May 2021 |
| --- | --- |
| ● | Successful<br> completion of feasibility testing of combination recording and ablation electrode |
| --- | --- |
| ● | Partnership<br> with RBC Medical for development of hardware for NeuroOne’s ablation electrode |
| --- | --- |
| ● | Initiated<br> long term testing for a newly designed electrode family for treating chronic back pain due<br> to failed back surgeries, Parkinson’s disease, and epilepsy |
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Milestones for Fiscal Year 2022 and Beyond:
| ● | Re-submission<br> to FDA for <30 day use for sEEG product line expected in August 2022 |
|---|---|
| ● | Complete<br> research and development of ablation system, including the sEEG electrodes |
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| ● | Continue<br> development of electrode for chronic stimulation |
| --- | --- |
| ● | Build<br> a world class management team |
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| ● | Support<br> Zimmer Biomet in future expected launch of sEEG electrode family |
| --- | --- |
| ● | Explore<br> expanding new indications for chronic stimulation electrodes |
| --- | --- |
| ● | Continue<br> to explore complementary technology and partnerships |
| --- | --- |
AboutNeuroOne
NeuroOne Medical Technologies Corporation is a developmental stage company committed to providing minimally invasive and hi-definition solutions for EEG recording, brain stimulation and ablation solutions for patients suffering from epilepsy, Parkinson’s disease, dystonia, essential tremors, chronic pain due to failed back surgeries and other related neurological disorders that may improve patient outcomes and reduce procedural costs. For more information, visit https://www.n1mtc.com.
ForwardLooking Statements
This press release may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Except for statements of historical fact, any information contained in this presentation may be a forward–looking statement that reflects NeuroOne’s current views about future events and are subject to 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. In some cases, you can identify forward–looking statements by the words or phrases “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “target,” “seek,” “contemplate,” “continue, “focused on,” “committed to” and “ongoing,” or the negative of these terms, or other comparable terminology intended to identify statements about the future. Forward–looking statements may include statements regarding the timing of the Company’s submission of its revised 510(k) clearance request for its Evo® sEEG Electrode for less than 30-day use, applications for, or receipt of, regulatory clearance, the Company’s ability to submit a special 510(k) clearance request, the timing and extent of product launch and commercialization of our technology, the completion of research and development of our ablation system, the development of an electrode for chronic stimulation, the ability to build a world class management team, the expansion of new indications for chronic use electrodes, expected negotiations with Zimmer Biomet, exploration of complementary technology and partnerships, what the future may hold for electrical stimulation and NeuroOne’s potential role. Although NeuroOne believes that we have a reasonable basis for each forward-looking statement, 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. Our actual future results may be materially different from what we expect due to factors largely outside our control, including risks that the partnership with Zimmer Biomet may not facilitate the commercialization or market acceptance of our technology; risks that our sEEG electrodes may not be ready for commercialization in a timely manner or at all, whether due to supply chain disruptions, labor shortages, the impact of COVID-19 or otherwise; risks that our technology will not perform as expected based on results of our pre-clinical and clinical trials; risks related to uncertainties associated with the Company’s capital requirements to achieve its business objectives and ability to raise additional funds; the risk that the COVID-19 pandemic will continue to adversely impact our business; the risk that we may not be able to secure or retain coverage or adequate reimbursement for our technology; uncertainties inherent in the development process of our technology; risks related to changes in regulatory requirements or decisions of regulatory authorities; that we may not have accurately estimated the size and growth potential of the markets for our technology; risks relate to clinical trial patient enrollment and the results of clinical trials; that we may be unable to protect our intellectual property rights; and other risks, uncertainties and assumptions, including those described under the heading “Risk Factors” in our filings with the Securities and Exchange Commission. These forward–looking statements speak only as of the date of this press release and NeuroOne undertakes no obligation to revise or update any forward–looking statements for any reason, even if new information becomes available in the future.
“Caution: Federal law restricts this device to sale by or on the order of a physician”
Contact:
800-631-4030
ir@n1mtc.com