Notes to Condensed Financial Statements
(unaudited)
NOTE
1 – Description of Business and Basis of Presentation
NeuroOne
Medical Technologies Corporation (the “Company” or “NeuroOne”), a Delaware corporation, is an early-stage medical
technology company developing comprehensive neuromodulation electroencephalogram (cEEG) and stereoelectrocencephalography (sEEG) recording,
monitoring, ablation, and brain stimulation solutions to diagnose and treat patients with epilepsy, Parkinson’s disease, dystonia,
essential tremors, chronic pain due to failed back surgeries and other related neurological disorders.
The Company received 510(k) clearance from the U.S.
Food and Drug Administration (“FDA”) for its Evo cortical technology in November 2019, and in September 2021 received 510(k)
clearance from the FDA for its Evo sEEG electrode technology for temporary (less than 24 hours) use with recording, monitoring, and stimulation
equipment for the recording, monitoring, and stimulation of electrical signals at the subsurface level of the brain. To date, the Company
has had limited commercial sales.
The
Company is based in Eden Prairie, Minnesota.
COVID-19
On
March 11, 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a global pandemic.
As a result of the COVID-19 pandemic, the Company has experienced, and will likely continue to experience, delays and disruptions in
its pre-clinical and clinical trials, as well as interruptions in its manufacturing, supply chain, shipping, and research and development
operations. The development of the Company’s technology was delayed in the first quarter due to interruptions in global manufacturing
and shipping as a result of the COVID-19 pandemic. Additionally, the Company’s own staff has been impacted by infections and mandatory
quarantines. Testing and clinical trials, manufacturing, component supply, shipping and research and development operations may
be further impacted by the continuing effects of COVID-19.
The
extent to which the COVID-19 pandemic and macroeconomic conditions may further impact the Company’s business will depend on future
developments, which are highly uncertain and cannot be predicted with confidence, such as global supply chain disruptions, the duration
of the pandemic and the impact of variants, travel restrictions and social distancing in the U.S. and other countries, business closures
or business disruptions and the effectiveness of actions taken in the U.S. and other countries to contain and treat the disease.
Although
the Company cannot estimate the length or gravity of the impact of the COVID-19 outbreak at this time, the continuing impact of the pandemic
may have a material adverse effect on the Company’s results of future operations, financial position, and liquidity for the duration
of fiscal year 2022 and beyond.
Basis
of presentation
The
accompanying unaudited condensed financial statements have been prepared by the Company, pursuant to the rules and regulations of the
Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial
statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted
pursuant to such rules and regulations. The condensed financial statements may not include all disclosures required by GAAP; however,
the Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited condensed financial
statements should be read in conjunction with the audited financial statements and the notes thereto for the year ended September 30,
2021 included in the Annual Report on Form 10-K. The condensed balance sheet at September 30, 2021 was derived from the audited financial
statements of the Company.
In
the opinion of management, all adjustments, consisting of only normal recurring adjustments that are necessary to present fairly the
financial position, results of operations, and cash flows for the interim periods, have been made. The results of operations for the
interim periods are not necessarily indicative of the operating results for the full fiscal year or any future periods.
NeuroOne Medical Technologies Corporation
Notes to Condensed Financial Statements
(unaudited)
Reverse
Stock Split
On
March 11, 2021, the Company’s Board of Directors (the “Board”) approved a one-for-three reverse stock split of the
Company’s issued and outstanding shares of common stock (the “Reverse Stock Split”) effective end-of-day March 31,
2021.
All
issued and outstanding common stock and per share amounts contained in the financial statements have been retroactively adjusted to reflect
this Reverse Stock Split for all periods presented. In addition, a proportionate adjustment was made to the per share exercise price
and the number of shares issuable upon the exercise and/or vesting of all outstanding stock options, restricted stock units and warrants
to purchase shares of common stock. A proportionate adjustment was also made to the number of shares reserved for issuance pursuant to
the Company’s equity incentive compensation plans to reflect the Reverse Stock Split. Any fraction of a share of common stock that
was created as a result of the Reverse Stock Split was rounded up to the next whole share. The authorized shares and par value of the
common stock and preferred stock were not adjusted as a result of the Reverse Stock Split.
NOTE
2 – Going Concern
The
accompanying condensed financial statements have been prepared on the basis that the Company will continue as a going concern. The Company
has incurred losses since inception, negative cash flows from operations, and had an accumulated deficit of $46.7 million as of
March 31, 2022. The Company has not established a source of revenues to cover its full operating costs, and as such, has been dependent
on funding operations through the issuance of debt and sale of equity securities. The Company does not have adequate liquidity to fund
its operations without raising additional funds and such actions are not solely within the control of the Company. These factors raise
substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might
result from the outcome of this condition. If the Company is unable to raise additional funds, or the Company’s anticipated operating
results are not achieved, management believes planned expenditures may need to be reduced in order to extend the time period that existing
resources can fund the Company’s operations. The Company intends to fund ongoing activities by utilizing its current cash on hand,
from product and collaborations revenue and by raising additional capital through equity or debt financings. If management is unable
to obtain the necessary capital, it may have a material adverse effect on the operations of the Company and the development of its technology,
or the Company may have to cease operations altogether.
NOTE
3 – Summary of Significant Accounting Policies
Management’s
Use of Estimates
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities, primarily in connection with
the convertible promissory notes when outstanding, and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Revenue
Recognition
The
Company entered into a development and distribution agreement which has current and future revenue recognition implications. See “Note
7 – Zimmer Development Agreement”.
Product
Revenue
Revenues
from product sales are recognized when control of the promised goods or services is transferred to the Company’s customers, in
an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. At the inception
of each contract, performance obligations are identified and the total transaction price is allocated to the performance obligations.
The Company commenced commercial sales of cEEG strip/grid and electrode cable assembly products beginning in the first quarter of fiscal
year 2021. The Company sold, on a limited application basis for design verification, sEEG depth electrode products for non-human use
beginning in late fiscal year 2021.
NeuroOne Medical Technologies Corporation
Notes to Condensed Financial Statements
(unaudited)
Cost
of Product Revenue
Cost
of product revenue consists of the manufacturing and materials costs incurred by the Company’s third-party contract manufacturer
in connection with cEEG strip/grid and sEEG depth electrode products, and outside supplier materials costs in connection with the electrode
cable assembly products. In addition, cost of product revenue includes royalty fees incurred in connection with the Company’s license
agreements.
Collaborations
Revenue
In
determining the appropriate amount of revenue to be recognized as it fulfills its obligations under its agreements, the Company performs
the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised
goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of
the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance
obligations based on estimated selling prices; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.
A
performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in
ASC Topic 606. Performance obligations may include license rights, development services, and services associated with regulatory submission
and approval processes. Significant management judgment is required to determine the level of effort required under an arrangement and
the period over which the Company expects to complete its performance obligations under the arrangement. If the Company cannot reasonably
estimate when its performance obligations are either completed or become inconsequential, then revenue recognition is deferred until
the Company can reasonably make such estimates. Revenue is then recognized over the remaining estimated period of performance using the
cumulative catch-up method.
As
part of the accounting for these arrangements, the Company must develop assumptions that require judgment to determine the stand-alone
selling price of each performance obligation identified in the contract. The Company uses key assumptions to determine the stand-alone
selling price, which may include forecasted revenues, development timelines, reimbursement rates for personnel costs, discount rates
and probabilities of technical and regulatory success. The Company allocates the total transaction price to each performance obligation
based on the estimated relative standalone selling prices of the promised goods or service underlying each performance obligation.
Licenses
of intellectual property: If the license to the Company’s intellectual property is determined to be distinct from the other
performance obligations identified in the arrangement, the Company recognizes revenues from non-refundable, up-front fees allocated to
the license when the license is transferred to the customer, and the customer can use and benefit from the license. For licenses that
are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine
whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of
measuring progress for purposes of recognizing revenue from non-refundable, up-front fees. The Company evaluates the measure of progress
each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition.
Milestone
payments: At the inception of each arrangement that includes milestone payments, the Company evaluates whether the milestones are
considered probable of being achieved and estimates the amount to be included in the transaction price using the most likely amount method.
If it is probable that a significant revenue reversal would not occur, the value of the associated milestone (such as a regulatory submission)
is included in the transaction price. Milestone payments that are not within the control of the Company, such as approvals from regulators,
are not considered probable of being achieved until those approvals are received. When the Company’s assessment of probability
of achievement changes and variable consideration becomes probable, any additional estimated consideration is allocated to each performance
obligation based on the estimated relative standalone selling prices of the promised goods or service underlying each performance obligation
and recorded in license, collaboration, and other revenues based upon when the customer obtains control of each element.
NeuroOne Medical Technologies Corporation
Notes to Condensed Financial Statements
(unaudited)
Royalties:
For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed
to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (a) when the related sales occur,
or (b) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied).
Fair
Value of Financial Instruments
The
Company’s accounting for fair value measurements of assets and liabilities that are recognized or disclosed at fair value in the
financial statements on a recurring or nonrecurring basis adheres to the Financial Accounting Standards Board (“FASB”) fair
value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority
to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements
involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:
|
● |
Level 1 Inputs: Unadjusted
quoted prices in active markets for identical assets or liabilities accessible to the Company at the measurement date. |
|
● |
Level 2 Inputs: Other than
quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially
the full term of the asset or liability. |
|
● |
Level 3 Inputs: Unobservable
inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing
for situations in which there is little, if any, market activity for the asset or liability at the measurement date. |
As
of March 31, 2022 and September 30, 2021, the fair values of cash, accounts receivable, inventory, prepaid expenses, other assets, accounts
payable and accrued expenses approximated their carrying values because of the short-term nature of these assets or liabilities. The
fair value of the convertible notes while outstanding were based on both the fair value of our common stock, discount associated with
the embedded redemption features, and cash flow models discounted at current implied market rates evidenced in recent arms-length transactions
representing expected returns by market participants for similar instruments and are based on Level 3 inputs.
There
were no transfers between fair value hierarchy levels during the six months ended March 31, 2022 and 2021.
The
following table provides a roll-forward of the convertible notes at fair value on a recurring basis using unobservable level 3 inputs
for the six months ended March 31, 2021. There were no convertible notes outstanding during the six months ended March 31, 2022.
| |
2021 | |
Convertible notes | |
| |
Balance as of beginning of period – September 30, 2020 | |
$ | 1,007,206 | |
Change in fair value including accrued interest | |
| (1,974 | ) |
Conversion of convertible promissory notes to common stock | |
| (1,005,232 | ) |
Balance as of end of period – March 31, 2021 | |
$ | — | |
Intellectual
Property
The
Company has entered into two licensing agreements with major research institutions, which allow for access to certain patented technology
and know-how. Payments under those agreements are capitalized and amortized to general and administrative expense over the expected useful
life of the acquired technology.
NeuroOne Medical Technologies Corporation
Notes to Condensed Financial Statements
(unaudited)
Property
and Equipment
Property
and equipment is recorded at cost and reduced by accumulated depreciation. Depreciation expense is recognized over the estimated useful
lives of the assets using the straight-line method. The estimated useful life for equipment and furniture ranges from three to seven
years and three years for software. Tangible assets acquired for research and development activities and that have alternative use are
capitalized over the useful life of the acquired asset. Estimated useful lives are periodically reviewed, and, when appropriate, changes
are made prospectively. Software purchased for internal use consists primarily of amounts paid for perpetual licenses to third-party
software providers and installation costs. When certain events or changes in operating conditions occur, asset lives may be adjusted
and an impairment assessment may be performed on the recoverability of the carrying amounts. Maintenance and repairs are charged directly
to expense as incurred.
Allowances
for Doubtful Accounts
The
Company records a provision for doubtful accounts, when appropriate, based on historical experience and a detailed assessment of the
collectability of its accounts receivable. In estimating the allowance for doubtful accounts, the Company considers, among other factors,
the aging of the accounts receivable, its historical write-offs, the credit worthiness of each customer, and general economic conditions.
Account balances are charged off against the allowance when the Company believes that it is probable that the receivable will not be
recovered. Actual write-offs may be in excess of the Company’s estimated allowance.
Inventories
Inventories
are stated at the lower of cost (using the first-in, first-out “FIFO” method) or net realizable value. The Company calculates
inventory valuation adjustments for excess and obsolete inventory, when appropriate, based on current inventory levels, movement, expected
useful lives, and estimated future demand of the products and spare parts. The Company’s inventory is currently comprised of cEEG
strip/grid, sEEG depth electrode and electrode cable assembly finished good products and related component parts. The strip/ grid and
depth electrode products are produced by a third-party contract manufacturer and the electrode cable assembly products are obtained from
outside suppliers.
Impairment
of Long-Lived Assets
The
Company evaluates its long-lived assets, which consist of licensed intellectual property and property and equipment for impairment whenever
events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. The Company assesses the
recoverability of long-lived assets by determining whether or not the carrying value of such assets will be recovered through undiscounted
expected future cash flows. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between
the carrying value and the fair value of the impaired asset.
Research
and Development Costs
Research
and development costs are charged to expense as incurred. Research and development expenses may include costs incurred in performing
research and development activities, including clinical trial costs, manufacturing costs for both clinical and pre-clinical materials
as well as other contracted services, license fees, and other external costs. Non-refundable advance payments for goods and services
that will be used in future research and development activities are expensed when the activity is performed or when the goods have been
received, rather than when payment is made, in accordance with Accounting Standards Codification (ASC) 730, Research and Development.
Selling,
General and Administrative
Selling,
general and administrative expenses consist primarily of personnel-related costs including stock-based compensation for personnel in
functions not directly associated with research and development activities. Other significant costs include legal fees relating to corporate
matters, intellectual property costs, professional fees for consultants assisting with regulatory, clinical, product development, financial
matters and sales and marketing in connection with the commercial sale of cEEG strip/grid, sEEG depth electrode and electrode cable assembly
products.
NeuroOne Medical Technologies Corporation
Notes to Condensed Financial Statements
(unaudited)
Income
Taxes
For
the Company, income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities
and their respective tax base and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered
or settled. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred
tax asset will not be realized.
Net
Loss Per Share
For
the Company, basic loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common
stock outstanding during the period.
Diluted
earnings or loss per share of common stock is computed similarly to basic earnings or loss per share except the weighted average shares
outstanding are increased to include additional shares from the assumed exercise of any common stock equivalents, if dilutive. The Company’s
warrants, stock options, and restricted stock units while outstanding are considered common stock equivalents for this purpose. Diluted
earnings is computed utilizing the treasury method for the warrants, stock options and restricted stock units. No incremental common
stock equivalents were included in calculating diluted loss per share because such inclusion would be anti-dilutive given the net loss
reported for the three and six months ended March 31, 2022 and 2021.
The
following potential common shares were not considered in the computation of diluted net loss per share as their effect would have been
anti-dilutive for the three and six months ended March 31, 2022 and 2021:
|
|
2022 |
|
|
2021 |
|
Warrants |
|
|
6,753,444 |
|
|
|
7,514,949 |
|
Stock options |
|
|
1,162,059 |
|
|
|
1,103,609 |
|
Restricted stock units |
|
|
359,394 |
|
|
|
10,326 |
|
Recent
Accounting Pronouncements
In
June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments – Credit Losses”.
The ASU sets forth a “current expected credit loss” (“CECL”) model which requires the Company to measure all
expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable
supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial
assets measured at amortized cost and applies to some off-balance sheet credit exposures. This ASU is effective for fiscal years beginning
after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted. Recently, the FASB issued
the final ASU to delay adoption for smaller reporting companies to calendar year 2023. The Company is currently assessing the impact
of the adoption of this ASU on its financial statements.
In
December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) which amends the existing guidance relating to the accounting
for income taxes. This ASU is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles
of accounting for income taxes and to improve the consistent application of GAAP for other areas of accounting for income taxes by clarifying
and amending existing guidance. The ASU is effective for fiscal years beginning after December 15, 2020. The Company adopted the new
guidance on October 1, 2021 and the adoption of this new guidance did not have a material impact on the Company’s financial statements.
NeuroOne Medical Technologies Corporation
Notes to Condensed Financial Statements
(unaudited)
In
August 2020, FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts
in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,
which, among other things, provides guidance on how to account for contracts on an entity’s own equity. This ASU eliminates the
beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts
in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition,
this ASU modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted
EPS computation. The amendments in this ASU are effective for smaller reporting companies as defined by the SEC for fiscal years beginning
after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal
years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its financial statements.
In November 2021, the FASB issued ASU 2021-10, Government
Assistance (Topic 832) - Disclosures by Business Entities about Government Assistance, to increase the transparency of government
assistance including the disclosure of the types of assistance, an entity’s accounting for the assistance, and the effect of the
assistance on an entity’s financial statements. The amendments in this ASU are effective for all entities within their scope for
financial statements issued for annual periods beginning after December 15, 2021. The Company does not expect that this guidance will
have a material impact to our financial statements.
NOTE
4 - Commitments and Contingencies
WARF
License Agreement
The
Company has entered into an exclusive start-up company license agreement with the Wisconsin Alumni Research Foundation (“WARF”)
for WARF’s neural probe array and thin film micro electrode technology (the “WARF Agreement”). The Company entered
into an Amended and Restated Exclusive Start-up Company License Agreement (the “WARF License”) with WARF on January 21, 2020,
which amended and restated in full the prior license agreement between WARF and NeuroOne, LLC, a predecessor of the Company, dated October
1, 2014, as amended on February 22, 2017, March 30, 2019 and September 18, 2019.
The
WARF License grants to the Company an exclusive license to make, use and sell, in the United States only, products that employ certain
licensed patents for a neural probe array or thin-film micro electrode array and method. We have agreed to pay WARF a royalty equal to
a single-digit percentage of our product sales pursuant to the WARF License, with a minimum annual royalty payment of $50,000 for
2020, $100,000 for 2021 and $150,000 for 2022 and each calendar year thereafter that the WARF License is in effect. If we or
any of our sublicensees contest the validity of any licensed patent, the royalty rate will be doubled during the pendency of such contest
and, if the contested patent is found to be valid and would be infringed by us if not for the WARF License, the royalty rate will be
tripled for the remaining term of the WARF License.
WARF
may terminate the WARF License on 30 days’ written notice if we default on the payments of amounts due to WARF or fail to timely
submit development reports, actively pursue our development plan or breach any other covenant in the WARF License and fail to remedy
such default in 90 days or in the event of certain bankruptcy events involving us. WARF may also terminate the WARF License (i) on 90
days’ notice if we had failed to have commercial sales of one or more FDA-approved products under the WARF License by June 30,
2021 or (ii) if, after royalties earned on sales begin to be paid, such earned royalties cease for more than four calendar quarters.
The first commercial sale occurred on December 7, 2020, prior to the June 30, 2021 deadline. The WARF License otherwise expires
by its terms on the date that no valid claims on the patents licensed thereunder remain. We expect the latest expiration of a licensed
patent to occur in 2030. During the three months ended March 31, 2022 and 2021, $37,500 and $25,000 in royalty fees were incurred related
to the WARF License, respectively. During the six months ended March 31, 2022 and 2021, $62,500 and $75,000 in royalty fees were incurred
related to the WARF License, respectively. The royalty fees were reflected as a component of cost of product revenue.
NeuroOne Medical Technologies Corporation
Notes to Condensed Financial Statements
(unaudited)
Mayo
Agreement
The
Company has an exclusive license and development agreement with the Mayo Foundation for Medical Education and Research (“Mayo”)
related to certain intellectual property and development services for thin film micro electrode technology (“Mayo Agreement”).
If the Company is successful in obtaining regulatory approval, the Company is to pay royalties to Mayo based on a percentage of net sales
of products of the licensed technology through the term of the Mayo Agreement, set to expire May 25, 2037. During the three months
ended March 31, 2022 and 2021, $1,097 and $547 in royalty fees were incurred related to the Mayo Agreement, respectively. During the
six months ended March 31, 2022 and 2021, $1,836 and $2,691 in royalty fees were incurred related to the Mayo Agreement, respectively.
The royalty fees were reflected as a component of cost of product revenue.
Legal
PMT
Litigation
From
time to time, the Company is subject to litigation and claims in the ordinary course of business.
On
March 29, 2018, the Company was served with a complaint filed by PMT Corporation (“PMT”), the former employer of Mark Christianson,
a current Company employee, and Wade Fredrickson, a now former Company employee. The complaint added the Company, NeuroOne, Inc. and
Mr. Christianson to its existing lawsuit against Mr. Fredrickson in the Fourth Judicial District Court of the State of Minnesota. In
the lawsuit, PMT claims that Mr. Fredrickson and Mr. Christianson, by virtue of their work for the Company and their prior work during
employment with PMT, breached their non-competition, non-solicitation and non-disclosure obligations, breached their fiduciary duty obligations,
were unjustly enriched, engaged in unfair competition, engaged in a civil conspiracy, tortiously interfered with PMT’s contracts
and prospective economic advantage, and breached a covenant of good faith and fair dealing. The complaint purported to attach Mr. Fredrickson’s
noncompete agreement as Exhibit A. Against Mr. Fredrickson, PMT also alleged that he intentionally or negligently spoliated evidence,
made negligent or fraudulent misrepresentations, misappropriated trade secrets in violation of Minnesota law, and committed the tort
of conversion and statutory civil theft. Against the Company and NeuroOne, Inc., PMT alleged that the Company and NeuroOne, Inc. were
unjustly enriched and engaged in unfair competition. PMT asked the Court to impose a constructive trust over the shares held by Mr. Fredrickson
and Mr. Christianson and to award compensatory damages, equitable relief, punitive damages, attorneys’ fees, costs and interest.
On
April 18, 2018, Mr. Christianson, the Company and NeuroOne, Inc. filed a motion for dismissal, which was heard by the Court on October
11, 2018. The motion for dismissal stated that: the contract claims against Mr. Christianson fail because his agreement was not supported
by consideration; the Minnesota Uniform Trade Secrets Act preempts plaintiff’s claims for unfair competition, civil conspiracy
and unjust enrichment; plaintiff fails to state a claim regarding alleged breach of the duties of loyalty and good faith/fair dealing;
plaintiff cannot legally obtain a constructive trust; plaintiff has insufficiently pled its tortious interference claims; and Plaintiff
has not stated a claim for unfair competition. On January 7, 2019, the judge granted the motion for dismissal with respect to PMT’s
claim for breach of the duty of good faith and fair dealing, and denied the motion for dismissal with respect to the other claims presented.
In
April 2019, PMT served the Company, NeuroOne, Inc. and Christianson with a proposed Second Amended Complaint, which included new claims
against the Company and NeuroOne, Inc for tortious interference with contract and tortious interference with prospective business advantage
and punitive damages against the Company, NeuroOne Inc. and Christianson. On June 28, 2019, the Company presented evidence indicating
that PMT had participated in a fraud on the Court and sought an Order that PMT had waived the attorney client privilege.
On
July 16, 2019, the defendants served PMT with a joint notice of motion for sanctions seeking a variety of sanctions for litigation misconduct
including, but not limited to, dismissal of the case and an award of attorneys’ fees. The Company, NeuroOne Inc and Mr. Christianson
further moved for summary judgment on all remaining claims asserted against them as well as for leave to assert counterclaims against
PMT for abuse of process. Following hearings on the dispositive motions and defendants’ sanctions motion, the district court granted
the Company’s motion for sanctions on April 29, 2020. Additionally, the district court granted the Company’s motion for summary
judgment in part with respect to the counts for Christianson’s breach of non-confidentiality agreement, and denied the Company’s
motion for summary judgment on all other counts.
NeuroOne Medical Technologies Corporation
Notes to Condensed Financial Statements
(unaudited)
On
August 24, 2020, defendants moved the Court to amend their counterclaims for abuse of process against PMT to add a claim for punitive
damages with respect to its conduct pertaining to the Fredrickson noncompete. On October 12, 2020 the Court awarded NeuroOne, Inc. $185,000 in
Rule 11 sanctions and Fredrickson $145,000 in Rule 11 sanctions with respect to PMT’s misconduct relating to the Fredrickson
noncompete. PMT and its former litigation counsel, Barnes & Thornburg, were jointly and severally liable for these awards, which
were paid on December 11, 2020 and have been recognized in other income in the statements of operations. The Court granted NeuroOne,
Inc.’s motion to amend to permit its assertion of the right to assert a punitive damages claim against PMT associated with fighting
the allegations relating to the Fredrickson noncompete.
On
May 27, 2021 PMT moved for summary judgment on defendants’ claims for abuse of process and punitive damages, and on August 5, 2021,
the district court granted PMT’s motion to dismiss the abuse of process and punitive damage claims.
On April 29, 2022, the district court issued an order ruling on several
motions brought by the parties to exclude evidence from the trial, granting many of the Company’s requests to exclude certain evidence,
and denying PMT’s exclusion requests.
Trial
has been postponed from December 2021 to August of 2022. The Company intends to continue to defend itself vigorously and to continue
to aggressively prosecute its affirmative counterclaim against PMT. The outcome of any claim against the Company by PMT was not estimable
as of the issuance of these financial statements.
Facility
Leases
Headquarters
Lease
On
October 7, 2019, the Company entered into a non-cancellable lease agreement (the “Minnesota Lease”) with Biynah Cleveland,
LLC, BIP Cleveland, LLC, and Edenvale Investors (together, the “Landlord”) pursuant to which the Company has agreed to lease
office space located at 7599 Anagram Drive, Eden Prairie, Minnesota (the “Premises”). The Company took possession of the
Premises on November 1, 2019, with the term of the Minnesota Lease ending 65 months after such date, unless terminated earlier (the “Term”).
The initial base rent for the Premises is $6,410 per month for the first 17 months, increasing to $7,076 per month by the end of the
Term. In addition, as long as the Company is not in default under the Minnesota Lease, the Company shall be entitled to an abatement
of its base rent for the first 5 months. The Company will also pay its pro rata share of the Landlord’s annual operating expenses
associated with the premises, calculated as set forth in the Minnesota Lease of which the Company is entitled to an abatement of these
operating expense for the first 3 months.
Los
Gatos Lease
On
July 1, 2021, the Company entered into a non-cancellable facility lease (the “Los Gatos Lease”), pursuant to which the Company
agreed to rent office space for its research and development operations located at 718 University Avenue, Suite #111, Los Gatos, California.
The term of the Los Gatos Lease is eighteen months. The facility space under the Los Gatos Lease is approximately 1,162 square feet.
The Company took possession of the office space on July 2, 2021. The initial monthly rent under the Los Gatos Lease is approximately
$4,241.
San
Jose Lease:
On
December 30, 2020, the Company entered into a non-cancellable lease agreement for short term office space in San Jose, California (the
“San Jose Lease”) for a three month initial term. After March 31, 2021, the San Jose Lease was cancellable upon a 30-day
notice to the landlord. The Company took possession of the office space on January 1, 2021 and the San Jose Lease was terminated upon
the commencement of the Los Gatos Lease discussed above. The base rent under the San Jose Lease was $504 per month.
During
the three and six months ended March 31, 2022, rent expense associated with the facility leases amounted to $43,085 and $86,130, respectively.
During the three and six months ended March 31, 2021, rent expense associated with the facility leases amounted to $31,800 and $61,261,
respectively.
Supplemental
cash flow information related to the operating leases was as follows:
| |
For the six months ended March 31, | |
| |
2022 | | |
2021 | |
Cash paid for amounts included in the measurement of lease liability: | |
| | |
| |
Operating cash flows from operating leases | |
$ | 64,871 | | |
$ | 38,462 | |
Right-of-use assets obtained in exchange for lease obligations: | |
| | | |
| | |
Operating leases | |
$ | — | | |
$ | — | |
NeuroOne Medical Technologies Corporation
Notes to Condensed Financial Statements
(unaudited)
Supplemental
balance sheet information related to the operating leases was as follows:
| |
As of March 31, 2022 | | |
As of September 30, 2021 | |
| |
| | |
| |
Right-of-use assets | |
$ | 236,043 | | |
$ | 288,948 | |
| |
| | | |
| | |
Lease liabilities | |
$ | 260,669 | | |
$ | 315,673 | |
| |
| | | |
| | |
Weighted average remaining lease term (years) | |
| 2.7 | | |
| 3.1 | |
Weighted average discount rate | |
| 6.8 | % | |
| 6.7 | % |
Maturity
of the lease liabilities was as follows:
Calendar Year | |
As of March 31, 2022 | |
2022 | |
$ | 98,785 | |
2023 | |
| 82,333 | |
2024 | |
| 84,391 | |
2025 | |
| 21,227 | |
Total lease payments | |
| 286,736 | |
Less imputed interest | |
| (26,067 | ) |
Total | |
| 260,669 | |
Short-term portion | |
| (104,626 | ) |
Long-term portion | |
$ | 156,043 | |
NOTE
5 – Supplemental Balance Sheet Information
Prepaid
and Other Assets
Prepaid
and other assets consisted of the following:
| |
As of March 31, 2022 | | |
As of September 30, 2021 | |
Prepaid expenses | |
$ | 315,099 | | |
$ | 151,109 | |
Deferred offering costs | |
| — | | |
| 92,934 | |
Total | |
$ | 315,099 | | |
$ | 244,043 | |
Intangibles
Intangible
assets rollforward is as follows:
|
|
Useful
Life |
|
|
|
Net Intangibles, September 30, 2021 |
|
12-13 years |
|
$ |
134,207 |
|
Less: amortization |
|
|
|
|
(11,158 |
) |
Net Intangibles, March 31, 2022 |
|
|
|
$ |
123,049 |
|
Amortization
expense was $5,579 and $11,158 for the three and six months ended March 31, 2022, respectively, and $5,579 and $11,158 for the three
and six months ended March 31, 2021, respectively.
NeuroOne Medical Technologies Corporation
Notes to Condensed Financial Statements
(unaudited)
Property
and Equipment, Net
Property
and equipment held for use by category are presented in the following table:
| |
As of March 31, 2022 | | |
As of September 30, 2021 | |
Equipment and furniture | |
$ | 417,645 | | |
$ | 311,486 | |
Software | |
| 1,895 | | |
| 1,895 | |
Total property and equipment | |
| 419,540 | | |
| 313,381 | |
Less accumulated depreciation | |
| (132,586 | ) | |
| (90,052 | ) |
Property and equipment, net | |
$ | 286,954 | | |
$ | 223,329 | |
Depreciation
expense was $22,952 and $42,534 for the three months and six months ended March 31, 2022, respectively, and $13,715 and $26,872 for the
three and six months ended March 31, 2021, respectively.
NOTE
6 - Accrued Expenses and Other Liabilities
Accrued
expenses consisted of the following at March 31, 2022 and September 30, 2021:
| |
As of March 31, 2022 | | |
As of September 30, 2021 | |
Accrued payroll | |
$ | 188,735 | | |
$ | 376,236 | |
Operating lease liability, short term | |
| 104,626 | | |
| 112,778 | |
Royalty Payments | |
| 38,598 | | |
| 72,083 | |
Other | |
| 30,000 | | |
| 83,152 | |
Total | |
$ | 361,959 | | |
$ | 644,249 | |
NOTE
7 – Zimmer Development Agreement
On
July 20, 2020, the Company entered into an exclusive development and distribution agreement (the “Development Agreement”)
with Zimmer, Inc. (“Zimmer”), pursuant to which the Company granted Zimmer exclusive global rights to distribute the Strip/Grid
Products and electrode cable assembly products (the “Electrode Cable Assembly Products”). Additionally, the Company granted
Zimmer the exclusive right and license to distribute certain depth electrodes developed by the Company (“SEEG Products”,
and together with the Strip/Grid Products and Electrode Cable Assembly Products, the “Products”). The parties have agreed
to collaborate with respect to development activities under the Development Agreement through a joint development committee composed
of an equal number of representatives of Zimmer and the Company.
Under
the terms of the Development Agreement, the Company is responsible for all costs and expenses related to developing the Products, and
Zimmer is responsible for all costs and expenses related to the commercialization of the Products. In addition to the Development Agreement,
Zimmer and the Company have entered into a Manufacturing and Supply Agreement (the “MS Agreement”) and a supplier quality
agreement (the “Quality Agreement”) with respect to the manufacturing and supply of the Products.
Except
as otherwise provided in the Development Agreement, the Company is responsible for performing all development activities, including non-clinical
and clinical studies directed at obtaining regulatory approval of each Product. Zimmer has agreed to use commercially reasonable efforts
to promote, market and sell each Product following the “Product Availability Date” (as defined in the Development Agreement)
for such Product.
NeuroOne Medical Technologies Corporation
Notes to Condensed Financial Statements
(unaudited)
Pursuant
to the Development Agreement, Zimmer made an upfront initial exclusivity fee payment of $2.0 million (the “Initial Exclusivity
Fee”) to the Company.
Except
where Zimmer timely delivers a Design Modification Notice pursuant to Section 1.2, if one or more of the events set forth below occurs
on or before the deadline indicated for such event and the Product Availability Date (as defined in the Development Agreement) for the
SEEG Products occurs on or before June 30, 2021, then the Company shall receive the additional amount indicated for such event as part
of the SEEG Exclusivity Maintenance Fee:
| ● | Design
freeze for the SEEG Products by December 15, 2020 - $500,000 |
| ● | Acceptance
of all Deliverables for SEEG Products under the Development Plan (as defined in the Development Agreement) by April 30, 2021 - $500,000 |
If
Zimmer timely delivers a Design Modification Notice to the Company under the Development Agreement, and one or more of the events set
forth below occurs on or before the deadline indicated for such event and the Product Availability Date for the SEEG Products occurs
on or before June 30, 2021, then the Company shall receive the additional amount indicated for such event as part of the SEEG Exclusivity
Maintenance Fee:
| ● | Acceptance
of all Deliverables for SEEG Products under the Development Plan other than the Modified Connector by April 30, 2021 - $500,000 |
| ● | Acceptance
of all Deliverables for SEEG Products under the Development Plan, including the Modified Connector by September 30, 2021 - $500,000 |
For
purposes of the Development Agreement, each of the foregoing events shall have occurred only if the Company has demonstrated the achievement
of the event to Zimmer’s reasonable satisfaction. Notwithstanding the foregoing, the events in Sections 6.1(c)(ii), (iii) and (iv)
of the Development Agreement shall not be deemed to be met if FDA Approval for the SEEG Products is not received prior to the applicable
deadline.
In
order to maintain the exclusivity of the SEEG Distribution License, Zimmer must pay the SEEG Exclusivity Maintenance Fee to the Company,
on or prior to the SEEG Exclusivity Confirmation Date, in immediately available funds as follows:
| ● | if
the Product Availability Date for the SEEG Products occurs on or before June 30, 2021, then $3,000,000, plus the amount of any Interim
Fee Bonuses earned pursuant to Section 6.1(c), including any such Interim Fee Bonus earned after June 30, 2021 pursuant to Section 6.1(c)(iv)
following the delivery of a Design Modification Notice; |
| ● | if
the Product Availability Date for the SEEG Products occurs after June 30, 2021, but on or before September 30, 2021, then $3,000,000,
plus if Zimmer timely issues a Design A-9 Modification Notice, any Interim Fee Bonus earned pursuant to Section 6.1(c)(iv); |
| ● | if
the Product Availability Date for the SEEG Products occurs after September 30, 2021, but on or before December 31, 2021, then $2,500,000;
and |
| ● | if
the Product Availability Date for the SEEG Products occurs after December 31, 2021, then $1,500,000. |
The
Product Availability Date for the SEEG Products has not yet occurred. Notwithstanding any other provision of the Development Agreement,
if the Product Availability Date for the SEEG Products has not occurred on or before June 30, 2022, Zimmer shall have the right to terminate
the SEEG Distribution License by delivering written notice to the Company to that effect and, upon delivery of such notice, Zimmer shall
be relieved of all of its obligations hereunder with respect to SEEG Products, including any obligation to pay the SEEG Exclusivity Maintenance
Fee or to purchase, market, distribute or sell any SEEG Products. The Initial Exclusivity Fee and the SEEG Exclusivity Maintenance Fee
(including any Interim Fee Bonus(es)), once paid, are non-refundable.
NeuroOne Medical Technologies Corporation
Notes to Condensed Financial Statements
(unaudited)
The
Development Agreement will expire on the tenth anniversary of the date of the first commercial sale of the last of the Products to achieve
a first commercial sale, unless terminated earlier pursuant to its terms. Either party may terminate the Development Agreement (x) with
written notice for the other party’s material breach following a cure period or (y) if the other party becomes subject to certain
insolvency proceedings. In addition, Zimmer may terminate the Development Agreement for any reason with 90 days’ written notice,
and the Company may terminate the Development Agreement if Zimmer acquires or directly or indirectly owns a controlling interest in certain
competitors of the Company.
At
inception of the Zimmer Development Agreement through March 31, 2022, the Company had identified three performance obligations under
the Zimmer Development Agreement and consisted of the following: (1) the Company obligation to grant Zimmer access to its intellectual
property; (2) complete SEEG Product development; and (3) complete Strip/Grid Product development. Accordingly, the Company recognized
revenue in the amount of zero and $20,113 during the three month periods ended March 31, 2022 and 2021, respectively, and $6,374 and
$42,387 during the six month periods ending March 31, 2022 and 2021, respectively, in connection with the Initial Exclusivity Fee payment.
The Zimmer Development Agreement was accounted for under the provisions of ASC 606, Revenue from Contracts with Customers.
A
reconciliation of the closing balance of deferred revenue related to the Zimmer Development Agreement is as follows during the six months
ended as of March 31, 2022 and 2021:
| |
2022 | | |
2021 | |
Deferred Revenue | |
| | |
| |
Balance as of beginning of period – September 30 | |
$ | 8,622 | | |
$ | 73,434 | |
Revenue recognized | |
| (6,374 | ) | |
| (42,387 | ) |
Balance as of end of period – March 31 | |
$ | 2,248 | | |
$ | 31,047 | |
The
remaining performance obligations reflected in deferred revenue as of March 31, 2022 are expected to be completed in the second half
of fiscal year 2022.
Product
Revenue
Product
revenue related to its Strip/Grid Products, SEEG Products and Electrode Cable Assembly Products. Product revenue recognized during the
three and six month periods ended March 31, 2022 was $36,584 and $70,332, respectively. Product revenue recognized during the three and
six month periods ended March 31, 2021 was $18,240 and $89,714, respectively.
Advertising
Expense
Advertising
expense is charged to selling, general and administrative expenses during the period that it is incurred. Total advertising expense amounted
to $113,197 and $174,532 for the three and six month periods ended March 31, 2022, respectively. Total advertising expense amounted to
$113,140 and $142,147 for the three and six month periods ended March 31, 2021, respectively.
NOTE
8 - Convertible Promissory Notes and Warrant Agreements
2019
Paulson Convertible Note Offering
On
November 1, 2019, the Company entered into a subscription agreement with certain accredited investors, pursuant to which the Company,
in a private placement (the “2019 Paulson Private Placement”), agreed to issue and sell to the investors 13% convertible
promissory notes (each, a “2019 Paulson Note” and collectively, the “2019 Paulson Notes”) and warrants (each,
a “2019 Paulson Warrant” and collectively, the “2019 Paulson Warrants”) to purchase shares of the Company’s
common stock.
NeuroOne Medical Technologies Corporation
Notes to Condensed Financial Statements
(unaudited)
The
initial closing of the 2019 Paulson Private Placement was consummated on November 1, 2019, and, on that date and through December 3,
2019, the Company issued the 2019 Paulson Notes in an aggregate principal amount of $3,234,800 to the subscribers for gross proceeds
equalling the principal amount. The 2019 Paulson Private Placement terminated on December 3, 2019.
On
April 24, 2020, the Company and holders of a majority in aggregate principal amount of the 2019 Paulson Notes entered into an amendment
to the 2019 Paulson Notes (the “Second 2019 Paulson Notes Amendment”) to, among other things:
|
i. |
Extended the Maturity
Date – The Second 2019 Paulson Notes Amendment extended the maturity date of the 2019 Paulson Notes from May
1, 2020 to November 1, 2020 (in either case, unless a change of control transaction happens prior to such date); |
|
ii. |
Revised Optional
Conversion Terms – The Second 2019 Paulson Notes Amendment provided that the amount of shares to be received
upon the a subscriber’s optional conversion of the 2019 Paulson Notes prior to a 2019 Qualified Financing (as defined in the
2019 Paulson Notes) would have equalled: (1) the Outstanding Balance as defined below of such subscriber’s 2019 Paulson Note
elected by the subscriber to be converted divided by (2) an amount equal to 0.6 multiplied by the volume weighted average price of
the common stock for the ten (10) trading days immediately preceding the date of conversion; and |
|
iii. |
Revise the Registration
Date – The Second 2019 Paulson Notes Amendment provided that promptly following the earlier of (1) May 1, 2020, if
the applicable subscriber converted all or a majority of the Outstanding Balance of such subscriber’s 2019 Paulson Note prior
to such date; (2) the final closing a 2019 Qualified Financing; and (3) the maturity date, the Company will enter into a registration
rights agreement with the applicable subscriber containing customary and usual terms pursuant to which the Company shall agree to
prepare and file with the SEC a registration statement on or prior to the 90th calendar day following the registration date, covering
the resale of any common stock received on conversion of such 2019 Paulson Notes, and shares of common stock underlying the Warrants. |
The
2019 Paulson Notes had a fixed interest rate of 13% per annum and required the Company to repay the principal and accrued and unpaid
interest thereon on November 1, 2020 (the “Maturity Date”). Interest on principal amounted to $5,701 during the six month
period ended March 31, 2021 and was recorded under the net valuation change of instruments measured at fair value in the condensed statements
of operations. The 2019 Paulson Notes were not outstanding during the six month period ended March 31, 2022.
The
Company elected to account for the 2019 Paulson Notes on a fair value basis under ASC 825 to comprehensively value and streamline the
accounting for the embedded conversion options. Subsequent to issuance, the fair value change of the Paulson Notes amounted to a benefit
of $(1,974) during the six months ended March 31, 2021 and was recorded under the net valuation change of instruments measured at fair
value in the condensed statements of operations.
Each
2019 Paulson Warrant grants the holder the option to purchase the number of shares of common stock equal to (i) 0.5 multiplied by (ii)
the principal amount of such subscriber’s 2019 Paulson Notes divided by 5.61, with an exercise price per share equal to $5.61.
As of the final closing on December 3, 2019, the Company issued 2019 Paulson Warrants exercisable for 288,305 shares of common stock
in connection with all closings of the 2019 Paulson Private Placement. The 2019 Paulson Warrants are immediately exercisable and expire
on November 1, 2022. The exercise price is subject to adjustment in the event of any stock dividends or splits, reverse stock split,
recapitalization, reorganization or similar transaction, as described therein. The 2019 Paulson warrants were deemed to be a free-standing
instrument and were accounted for as equity. Given that the fair value of the 2019 Paulson Notes exceeded the proceeds received at issuance,
there was no value attributed to the 2019 Paulson Warrants in the condensed financial statements.
NeuroOne Medical Technologies Corporation
Notes to Condensed Financial Statements
(unaudited)
Issuance
costs during the six month period ended March 31, 2021 in connection with the 2019 Paulson Private Placement were $3,053 and related
to legal costs. The issuance costs were recorded as a component of interest in the accompanying condensed statements of operations.
During
the first quarter of fiscal year 2021, the remaining holders of the 2019 Paulson Notes elected to convert the remaining outstanding principal
and accrued and unpaid interest in the amount of $615,159 into 292,754 shares of common stock.
NOTE
9 – Stock-Based Compensation
During
the three and six month periods ended March 31, 2022 and 2021, stock-based compensation expense related to stock-based awards was included
in general and administrative and research and development costs as follows in the accompanying condensed statements of operations.
| |
Three Months Ended | | |
Six Months Ended | |
| |
March 31, | | |
March 31, | |
| |
2022 | | |
2021 | | |
2022 | | |
2021 | |
General and administrative | |
$ | 194,874 | | |
$ | 253,586 | | |
$ | 357,875 | | |
$ | 435,379 | |
Research and development | |
| 37,842 | | |
| 72,773 | | |
| 77,913 | | |
| 136,809 | |
Total stock-based compensation expense | |
$ | 232,716 | | |
$ | 326,359 | | |
$ | 435,788 | | |
$ | 572,188 | |
Stock
Options
During
the three month periods ended March 31, 2022 and 2021, under the 2017 Equity Incentive Plan (the “2017 Plan”), the Company
granted 60,000 and 580,002 stock options, respectively, to its officers and employees. During the six month periods ended March 31, 2022
and 2021, the Company granted 62,000 and 621,671, respectively, to its officers, employees and consultants. Vesting generally occurs
over an immediate to 48 month period based on a time of service condition although vesting acceleration is provided under one grant in
the event that a certain milestone is met. The grant date fair value of the grants issued during the three month periods ended March
31, 2022 and 2021 was $1.00 and $3.02 per share, respectively. The grant date fair value of the grants issued during the six month periods
ended March 31, 2022 and 2021 was $1.03 and $2.92 per share, respectively.
The
total expense for the three months ended March 31, 2022 and 2021 related to stock options was $145,421 and $217,466, respectively. The
total expense for the six months ended March 31, 2022 and 2021 related to stock options was $307,782 and $317,612, respectively. The
total number of stock options outstanding as of March 31, 2022 and September 30, 2021 was 1,162,059 and 1,122,560, respectively.
The
weighted-average assumptions used in the Black-Scholes option-pricing model are as follows for the stock options granted during the three
and six month period ended March 31, 2022 and 2021:
| |
Three Months Ended | | |
Six Months Ended | |
| |
March 31, | | |
March 31, | |
| |
2022 | | |
2021 | | |
2022 | | |
2021 | |
Expected stock price volatility | |
53.5 | % | |
56.0 | % | |
53.5 | % | |
55.9 | % |
Expected life of options (years) | |
| 6.1 | | |
| 6.1 | | |
| 6.1 | | |
| 6.0 | |
Expected dividend yield | |
| 0 | % | |
| 0 | % | |
| 0 | % | |
| 0 | % |
Risk free interest rate | |
| 1.6 | % | |
| 0.6 | % | |
| 1.6 | % | |
| 0.6 | % |
During
the three month periods ended March 31, 2022 and 2021, 182,217 and 34,752 stock options vested, respectively, and 9,167 and 10,146 stock
options were forfeited during these periods, respectively. During the six month periods ended March 31, 2022 and 2021, 201,060 and 106,527
stock options vested, respectively and 22,501 and 10,146 stock options were forfeited during these periods, respectively. During the
three and six months ended March 31, 2021, 758 stock options were exercised with an intrinsic value of $955. No options were exercised
during the three and six months ended March 31, 2022.
NeuroOne Medical Technologies Corporation
Notes to Condensed Financial Statements
(unaudited)
Restricted
Stock Units
During
the three and six months ended March 31, 2022, the Company granted an aggregate of 355,950 restricted stock units (“RSUs”)
to certain officers and employees under the 2017 Plan. The weighted average grant date fair value of the RSU granted during the three
and six months ended March 31, 2022 was $2.10 per unit. The RSUs vest over a three year period with 50 percent vesting on the first anniversary
of the grant date and the remaining RSUs vesting in equal monthly installments on the last day of each month over 24 months, subject
to the recipient’s continued service on such dates. No RSUs were granted during the three and six month periods ended March
31, 2021.
During
the three months ended March 31, 2022 and 2021, 3,444 and 7,992 RSUs vested, respectively, and no RSUs were forfeited during these periods.
During the six months ended March 31, 2022 and 2021, 9,088 and 16,376 RSUs vested, respectively, and no RSUs were forfeited during these
periods. The total expense for the three months ended March 31, 2022 and 2021 related to these RSUs was $87,295 and $40,493, respectively.
The total expense for the six months ended March 31, 2022 and 2021 related to these RSUs was $128,006 and $83,576, respectively.
Other
Stock-Based Awards
In
August 2020, an additional consulting agreement was executed whereby 40,000 shares of common stock were issued, subject to Company repurchase.
The stock award under the agreement vested over a six-month period. As of March 31, 2021, 40,000 shares were vested under this agreement
of which 13,334 and 33,334 shares vested during the three and six month periods ended March 31, 2021, respectively. Compensation expense
related to the stock award granted under this consulting agreement amounted to $68,400 and $171,000 for the three and six months ended
March 31, 2021, respectively, and was included in the total stock-based compensation expense.
No
other stock-based awards were issued during the three and six month periods ended March 31, 2022 and no expense associated with stock
awards was recorded during the three and six months ended March 31, 2022.
Inducement
Plan
On
October 4, 2021, the Company adopted the NeuroOne Medical Technologies Corporation 2021 Inducement Plan (the “Inducement Plan”),
pursuant to which the Company reserved 420,350 shares of its common stock to be used exclusively for grants of awards to individuals
who were not previously employees or directors of the Company, as an inducement material to the individual’s entry into employment
with the Company within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules. The Inducement Plan was approved by the Company’s
Board of Directors without stockholder approval in accordance with such rule.
2017
Plan Evergreen Provision
Under
the 2017 Plan, the shares reserved automatically increase on January 1st of each year, for a period of not more than ten years from the
date the 2017 Plan is approved by the stockholders of the Company, commencing on January 1, 2019 and ending on (and including) January
1, 2027, to an amount equal to 13% of the fully-diluted shares outstanding as of December 31st of the preceding calendar year. Notwithstanding
the foregoing, the Board may act prior to January 1st of a given year to provide that there will be no January 1st increase in the share
reserve for such year or that the increase in the share reserve for such year will be a lesser number of shares of common stock than
would otherwise occur pursuant to the preceding sentence. “Fully Diluted Shares” as of a date means an amount equal to the
number of shares of common stock (i) outstanding and (ii) issuable upon exercise, conversion or settlement of outstanding awards under
the 2017 Plan and any other outstanding options, warrants or other securities of the Company that are (directly or indirectly) convertible
or exchangeable into or exercisable for shares of common stock, in each case as of the close of business of the Company on December 31
of the preceding calendar year. Effective January 1, 2022, 1,614,538 shares were added to the 2017 Plan as a result of the evergreen
provision.
NeuroOne Medical Technologies Corporation
Notes to Condensed Financial Statements
(unaudited)
General
As
of March 31, 2022, 1,880,777 shares were available in the aggregate for future issuance under the 2017 Plan and Inducement Plan. No shares
were available for future issuance under the 2016 Equity Incentive Plan. Unrecognized stock-based compensation was $2,035,046 as of March
31, 2022. The unrecognized share-based expense is expected to be recognized over a weighted average period of 2.6 years.
NOTE
10 – Concentrations
Credit
Risk
Financial
instruments that potentially subject the Company to a concentration of credit risk consist of cash. The Company’s cash is held
by a network of financial institutions in the United States. Amounts on deposit may at times exceed federally insured limits. The Company
has not experienced any losses on its deposits since inception, and management believes that minimal credit risk exists with respect
to these financial institutions. As of March 31, 2022, the Company had no deposits in excess of federally insured amounts.
Revenue
One
customer accounts for all of the Company’s product and collaborations revenue.
Supplier
concentration
One
contract manufacturer produces all of the Company’s Strip/Grid Products and SEEG Products.
NOTE
11 – Income Taxes
The
effective tax rate for the three and six months ended March 31, 2022 and 2021 was zero percent. As a result of the analysis of all available
evidence as of March 31, 2022 and September 30, 2021, the Company recorded a full valuation allowance on its net deferred
tax assets. Consequently, the Company reported no income tax benefit during the three and six months ended March
31, 2022 and 2021. If the Company’s assumptions change and the Company believes that it will be able to realize these deferred
tax assets, the tax benefits relating to any reversal of the valuation allowance on deferred tax assets will be recognized as a reduction
of future income tax expense. If the assumptions do not change, each period the Company could record an additional valuation
allowance on any increases in the deferred tax assets.
NOTE
12 – Stockholders’ Equity
Public
Offering
On
October 13, 2021, the Company, entered into an Underwriting Agreement (the “Underwriting Agreement”) with Craig-Hallum
Capital Group LLC, as underwriter (the “Underwriter”), relating to the issuance and sale of 3,750,000 shares of the Company’s
common stock at a price to the public of $3.20 per share. In addition, under the terms of the Underwriting Agreement, the Company granted
the Underwriter an option, exercisable for 30 days, to purchase up to an additional 562,500 shares of common stock on the same terms.
The base offering closed on October 15, 2021, and the sale of 422,057 shares of common stock subject to the Underwriter’s overallotment
option closed on November 15, 2021.
The
gross proceeds to the Company from this offering were approximately $13.4 million prior to deducting underwriting discounts and
other offering expenses payable by the Company in the amount of approximately $1.4 million in the aggregate.
NeuroOne Medical Technologies Corporation
Notes to Condensed Financial Statements
(unaudited)
2021
Private Placement
On
January 12, 2021, the Company entered into a Common Stock and Warrant Purchase Agreement with certain accredited investors (the “Purchasers”),
pursuant to which the Company agreed to issue and sell an aggregate of 4,166,682 shares common stock, and warrants to purchase an aggregate
of 4,166,682 shares of Common Stock (the “2021 Warrants”) at an aggregate purchase price of $3.00 per share of Common Stock
and corresponding warrant, resulting in total gross proceeds of $12.5 million before deducting placement agent fees and estimated offering
expenses. The 2021 Warrants have an initial exercise price of $5.25 per share. The 2021 Warrants are exercisable beginning on the date
of issuance and will expire on the fifth anniversary of such date. The 2021 Private Placement closed on January 14, 2021.
Warrant
Activity and Summary
The
following table summarizes warrant activity during the six month period ended March 31, 2022:
| |
| |
Exercise | | |
Weighted Average | | |
Weighted Average | |
| |
Warrants | |
Price Per Warrant | | |
Exercise Price | | |
Term (years) | |
Outstanding and exercisable at September 30, 2021 | |
| 7,503,808 | |
|
$ | 5.25- $9.00 | | |
$ | 6.06 | | |
| 3.23 | |
Issued | |
| — | |
|
$ | — | | |
$ | — | | |
| — | |
Exercised | |
| — | |
|
$ | — | | |
$ | — | | |
| — | |
Forfeited/Expired | |
| (750,364 | ) |
|
$ | 5.40 | | |
$ | 5.40 | | |
| — | |
Outstanding and exercisable at March 31, 2022 | |
| 6,753,444 | |
|
$ | 5.25-$9.00 | | |
$ | 6.14 | | |
| 3.07 | |
NOTE
13 – Deferred Contribution Plan
The
Company has a 401(k) defined contribution plan (the “401K Plan”) for all employees over age 21. Employees can defer up to
100% of their compensation through payroll withholdings into the 401K Plan subject to federal law limits. The Company may match 100%
of deferrals up to 3% of one’s contributions. The Company’s matching contributions to employee deferrals are discretionary.
The Company may also make discretionary profit sharing contributions under the 401K Plan in the future, but it has not done so through
March 31, 2022.
Employee
contributions and any employer matching contributions made to satisfy certain non-discrimination tests required by the Internal Revenue
Code are 100% vested upon contribution. Discretionary employer matches to employee deferrals vest over a six year period beginning on
the second anniversary of an employee’s date of hire. Discretionary profit sharing contributions vest over a five year period beginning
on the first anniversary of an employee’s date of hire. The amount of matching contributions to the 401K Plan to satisfy certain
non-discrimination tests was $30,697 and $14,803 during the three and six month periods ending March 31, 2022 and 2021, respectively.
NOTE
14 – Subsequent Events
TBD