Securities Registration: Employee Benefit Plan (s-8)
January 28 2022 - 4:16PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on January 28, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NeuroOne
Medical Technologies Corporation
(Exact name of registrant as specified in its charter)
Delaware
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27-0863354
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number.)
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7599 Anagram Dr.,
Eden Prairie, MN
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55344
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(Address of principal executive offices)
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(Zip code)
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NeuroOne Medical Technologies Corporation 2017
Equity Incentive Plan
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(Full title of the plan)
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David Rosa
President and Chief Executive Officer
NeuroOne Medical Technologies Corporation
7599 Anagram Dr.,
Eden Prairie, MN 55344
952-426-1383
(Name, address,
and telephone number, including area code, of agent for service)
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Copy to:
Phillip D. Torrence, Esq.
Emily Johns, Esq.
Honigman LLP
650 Trade Center Way, Suite 200
Kalamazoo, Michigan 49002-0402
(269) 337-7700
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 ☐
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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. ☐
CALCULATION OF REGISTRATION FEE
Title of securities to be registered
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Amount to be
registered(1)
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Proposed maximum
offering price
per share
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Proposed maximum
aggregate offering
price
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Amount of
registration
fee
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Common stock, $0.001 par value per share
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NeuroOne Medical Technologies Corporation 2017 Equity Incentive Plan(2)
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1,616,873
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$
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1.94
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(3)
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$
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3,136,733.62
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(3)
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$
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290.78
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(1)
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Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended, (the “Securities Act”), this Registration Statement shall also cover any additional shares of Registrant’s common stock that become issuable under the plan set forth herein by reason of any stock dividend, stock split, reclassification, recapitalization, spin-off or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Registrant’s common stock, as applicable.
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(2)
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Represents shares of common stock available for future issuance under the Registrant’s 2017 Equity Incentive Plan.
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(3)
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act. The offering price per share and aggregate offering price are based on the average of the high and low prices of the Registrant’s common stock as reported on the Nasdaq Capital Market on January 26, 2022.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 is
being filed by NeuroOne Medical Technologies Corporation, a Delaware corporation (the “Company,” the “Registrant,”
“we,” “us,” or “our”), relating to 1,616,873 shares of its common
stock, par value $0.001 per share (the “Common Stock”), issuable pursuant to the 2017 Equity Incentive Plan
(the “2017 Equity Incentive Plan”). The Common Stock being registered hereunder is in addition to the (i) 1,300,000
shares of Common Stock registered on the Registrant’s Form S-8 previously filed with the Securities and Exchange
Commission (the “Commission”) on May 1, 2018 (Commission File No. 333-224572) and (ii) 1,079,835
shares of Common Stock registered on the Registrant’s Form S-8 previously filed with the Commission on November 23, 2021 (Commission File No. 333-261302) (collectively, the “Prior Registration Statements”).
This Registration Statement relates to securities
of the same class as that to which the Prior Registration Statements relate, and is submitted in accordance with General Instruction E
to Form S-8 regarding the registration of additional securities. Pursuant to such instruction, the contents of the Prior Registration
Statements are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Pursuant to General Instruction
E to Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference.
The following documents filed
with the Commission by the Registrant are hereby incorporated by reference in this Registration Statement:
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(a)
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our Annual Report on Form 10-K for the year ended September
30, 2021 filed with the Commission on December 15, 2021;
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(c)
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the description of our Common Stock in our registration statement
on Form 8-A filed with the SEC on May 25, 2021 and as amended by any subsequent amendment or report filed for the purpose of updating
such description.
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In addition, all documents
the Registrant subsequently files pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), after the filing of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or which deregisters all securities covered hereby then remaining
unsold are incorporated by reference in this Registration Statement and are a part hereof from the date of filing of such documents. Notwithstanding
anything herein, the Registrant is not incorporating by reference any information furnished under Item 2.02 or Item 7.01 of any Current
Report on Form 8-K, unless, and to the extent, specified in any such Current Report on Form 8-K.
Any statement herein or contained
in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein, or in any subsequently filed document, which also is or
is deemed to be incorporated by reference herein, modifies or supersedes such prior statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of this Registration Statement.
Item 8. Exhibits.
EXHIBIT INDEX
The following exhibits are filed as part of this
registration statement.
INDEX TO EXHIBITS
†
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Indicates management compensatory plan, contract or arrangement.
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SIGNATURES
Pursuant to the requirements of the Securities
Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and
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 January 28, 2022.
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NeuroOne Medical Technologies Corporation
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By:
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/s/ David Rosa
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David Rosa
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President and Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below constitutes
and appoints David Rosa and Ronald McClurg, or either of them, as his or her true and lawful attorneys-in-fact and agents, with the full
power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any
and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities
Act, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/ David Rosa
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President and Chief Executive Officer
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January 28, 2022
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David Rosa
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(Principal Executive Officer) and a Director
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/s/ Ronald McClurg
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Chief Financial Officer (Principal Financial
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January 28, 2022
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Ronald McClurg
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Officer and Principal Accounting Officer)
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/s/ Paul Buckman
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Director
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January 28, 2022
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Paul Buckman
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/s/ Jeffrey Mathiesen
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Director
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January 28, 2022
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Jeffrey Mathiesen
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/s/ Edward Andrle
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Director
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January 28, 2022
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Edward Andrle
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