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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
August 15, 2025
NeuroOne Medical Technologies Corporation
(Exact name of registrant as specified in its charter)
Delaware |
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001-40439 |
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27-0863354 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(IRS Employer
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 Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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 |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, par value $0.001 per share |
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NMTC |
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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 8.01 Other Events.
On December 21, 2022, NeuroOne
Medical Technologies Corporation (the “Company”) entered into a Capital on Demand™ Sales Agreement (the “Sales
Agreement”) with JonesTrading Institutional Services LLC (“JonesTrading”) pursuant to which the Company may sell from
time to time shares of its common stock, par value $0.001 (the “Shares”) through any method permitted that is deemed an “at
the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, under which JonesTrading will act
as sales agent (the “ATM Program”). On August 15, 2025, the Company filed an updated Prospectus Supplement (the “Prospectus”)
for the offer and sale of up to $6.75 million of Shares through JonesTrading pursuant to the Sales Agreement.
Honigman LLP, counsel to the Company, has issued
an opinion relating to the Shares. A copy of such legal opinion is attached as Exhibit 5.1 hereto.
The Shares will be sold pursuant
to the Registration Statement, and offerings of the Shares will be made only by means of the Prospectus. This Current Report on Form 8-K
shall not constitute an offer to sell or solicitation of an offer to buy these securities, nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law
of such state or jurisdiction
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
5.1 |
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Opinion of Honigman LLP |
104 |
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Cover Page Interactive Data File (embedded in Inline XBRL document) |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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NEUROONE MEDICAL TECHNOLOGIES CORPORATION |
Dated: August 15, 2025 |
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By: |
/s/ David Rosa |
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David Rosa |
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Chief Executive Officer |