Current Report Filing (8-k)
February 04 2022 - 4:11PM
Edgar (US Regulatory)
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0001500198
2022-02-03
2022-02-03
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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):
February 3, 2022
NeuroOne Medical Technologies Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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001-40439
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27-0863354
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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NMTC
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The Nasdaq Stock Market LLC
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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. ☐
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
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On February 3, 2022, the Compensation Committee
of NeuroOne Medical Technologies Corporation (the “Company”) granted restricted stock unit (“RSU”) awards to the
Company’s executive officers to address incentive and retention objectives.
The RSUs were granted on February 3, 2022
(the “Grant Date”) pursuant to the terms and conditions of the Company’s 2017 Equity Incentive Plan and a Restricted
Stock Unit Grant Notice and related Restricted Stock Unit Agreement in a form substantially similar to a form previously filed by the
Company. 50% of such RSUs will vest on the first anniversary of the Grant Date with the remaining RSUs vesting in equal monthly installments
on the last day of each month over the next 24 months, subject to the recipient’s continued service on such dates.
In approving the awards of RSUs to the Company’s
executive officers and the related vesting schedule, the Compensation Committee reviewed benchmarking data and considered that the outstanding
options held by the executives have limited motivational and retention value due to being underwater (largely due to market volatility
outside the control of the Company’s management), and sought to ensure alignment with shareholders, while optimizing near-term retention
during this challenging human capital environment.
The Company’s named executive officers
received the following RSUs as of the Grant Date:
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Name and Principal Position
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Number of Shares
Underlying RSU Award (#)
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Grant Date Fair
Value ($)
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Dave Rosa
Chief Executive Officer and President
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250,000
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$525,000
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Ron McClurg
Chief Financial Officer
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15,000
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$31,500
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Steve Mertens
Chief Technology Officer
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41,750
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$87,675
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Also on February 3, 2022, taking into account
compensation benchmarking information, the Compensation Committee determined to increase the annual base salaries of Messrs. Rosa and
McClurg to $486,000 and $295,000, respectively, effective January 1, 2022.
SIGNATURES
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.
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NEUROONE MEDICAL TECHNOLOGIES CORPORATION
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Dated: February 4, 2022
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By:
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/s/ David Rosa
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David Rosa
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Chief Executive Officer
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