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		27-0863354
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number.)
7599 Anagram Dr., Eden Prairie, MN		55344
(Address of principal executive offices)		(Zip code)

 

NeuroOne Medical Technologies Corporation 2017 Equity Incentive Plan

(Full title of the plan)

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)

 

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 ☐	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 7(a)(2)(B) of the Securities Act. ☐

 

 

CALCULATION OF REGISTRATION FEE

 

Title of securities to be registered		Amount to be registered(1)				Proposed maximum offering price per share				Proposed maximum aggregate offering price				Amount of registration fee
Common stock, $0.001 par value per share
NeuroOne Medical Technologies Corporation 2017 Equity Incentive Plan(2)			1,616,873			$	1.94	(3)		$	3,136,733.62	(3)		$	290.78

 

(1)	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.
(2)	Represents shares of common stock available for future issuance under the Registrant’s 2017 Equity Incentive Plan.
(3)	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.

 

 

 

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:

 

(a)

our Annual Report on Form 10-K for the year ended September 30, 2021 filed with the Commission on December 15, 2021;

 

(b)

our Current Reports on Form 8-K filed with the Commission on October 4, 2021 and October 14, 2021; and

 

(c)

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.

 

 

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

 

Exhibit Number		Description
4.1		Certificate of Incorporation of NeuroOne Medical Technologies Corporation (incorporated by reference to Exhibit 3.4 on the Registrant’s Current Report on Form 8-K filed on June, 29, 2017)
4.2		Certificate of Amendment to Amended and Restated Certificate of Incorporation of NeuroOne Medical Technologies Corporation (incorporated by reference to Exhibit 3.1 on the Registrant’s Current Report on Form 8-K filed on March 31, 2021)
4.3		Bylaws of NeuroOne Medical Technologies Corporation (incorporated by reference to Exhibit 3.5 on the Registrant’s Current Report on Form 8-K filed on June 29, 2017)
4.4†		2017 Equity Incentive Plan (incorporated by reference to Appendix G to Schedule 14C filed on April 20, 2017).
5.1		Opinion of Honigman LLP
23.1		Consent of BDO USA, LLP
23.2		Consent of Baker Tilly US, LLP
23.2		Consent of Honigman LLP (included in its opinion filed as Exhibit 5.1 to this Registration Statement)
24.1		Power of Attorney (included after the signature of the Registrant contained on Signature Page of this Registration Statement)

 

†	Indicates management compensatory plan, contract or arrangement.

 

 

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.

 

	NeuroOne Medical Technologies Corporation
	By:	/s/ David Rosa
		David Rosa
		President and Chief Executive Officer

 

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		Title		Date
/s/ David Rosa		President and Chief Executive Officer		January 28, 2022
David Rosa		(Principal Executive Officer) and a Director
/s/ Ronald McClurg		Chief Financial Officer (Principal Financial		January 28, 2022
Ronald McClurg		Officer and Principal Accounting Officer)
/s/ Paul Buckman		Director		January 28, 2022
Paul Buckman
/s/ Jeffrey Mathiesen		Director		January 28, 2022
Jeffrey Mathiesen
/s/ Edward Andrle		Director		January 28, 2022
Edward Andrle

 

 

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