NMTC NeuroOne Medical Technologies Corporation

 

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): September 9, 2024

 

NeuroOne Medical Technologies Corporation

(Exact name of registrant as specified in its charter)

 

Delaware		001-40439		27-0863354
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

7599 Anagram Dr., Eden Prairie, MN 55344

(Address of principal executive offices and zip code)

 

952-426-1383

(Registrant’s telephone number including area code)

 

 

(Registrant’s former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		NMTC		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging Growth Company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On September 9, 2024, NeuroOne Medical Technologies Corporation (the “Company”) entered into amendments to the employment agreement and offer letters, as applicable (each, an “Amendment”) with each of the following executive officers of the Company (collectively, the “Covered Officers”): David Rosa, Chief Executive Officer; Ronald McClurg, Chief Financial Officer; Christopher Volker, Chief Operating Officer; and Steve Mertens, Chief Technology Officer. Such Amendments solely revise the severance benefits that would be afforded to such Covered Officers in the event of a change in control of the Company, subject and pursuant to such Covered Officer’s execution and delivery of a separation and release agreement in form reasonably satisfactory to the Company. The terms “change in control”, “termination for cause”, “termination for good reason”, and “termination date” referred to below are defined in each Covered Officer’s respective employment agreement and offer letters, as applicable, or Amendment. Under such Amendments, the severance benefits to be afforded to the Covered Officers are as follows:

 

If within 12 months following or three months prior to the effective date of a change in control of the Company, the Company terminates Mr. Rosa other than a termination for cause, or Mr. Rosa effects a termination for good reason, the Company will pay to Mr. Rosa, in a lump sum in cash within 30 days after the termination date, an amount equal to the sum of (A) the product of 2.0 times his base salary as is then in effect as of the termination date and (B) the product of 2.0 times his target bonus for the year in which the termination date occurs. Additionally, (i) all of Mr. Rosa’s remaining stock options, restricted stock or other equity awards that were issued by the Company shall fully vest on the termination date and become immediately exercisable in accordance with the terms of the applicable award documents and agreements, and (ii) Mr. Rosa will be entitled to continued health insurance coverage for himself and covered dependents for up to 24 months following the termination date, with 100% of the cost of such insurance premiums payable by the Company.

 

If within 12 months following or three months prior to the effective date of a change in control of the Company, the Company terminates Messrs. McClurg, Volker or Mertens (collectively, the “Other Executives”) other than due to a termination for cause, or the Other Executives effect a termination for good reason, the Company will pay to each of the Other Executives, in a lump sum in cash within 30 days after the termination date, an amount equal to the sum of (A) the product of 1.25 times his base salary as is then in effect as of the termination date and (B) the product of 1.25 times his target bonus for the year in which the termination date occurs. Additionally, (i) all of the Other Executives’ remaining stock options, restricted stock or other equity awards that were issued by the Company shall fully vest on the termination date and become immediately exercisable in accordance with the terms of the applicable award documents and agreements, and (ii) each of the Other Executives will be entitled to continued health insurance coverage for himself and covered dependents for up to 15 months following the termination date, with 100% of the cost of such insurance premiums payable by the Company.

 

Except as amended by the Amendments, all terms and conditions of the employment agreement and offer letters, as applicable, remain unchanged and in full force and effect. The foregoing description of the Amendments are not complete and are qualified in their entirety by reference to the complete terms and conditions of the Amendments with each of Mr. Rosa, Mr. McClurg, Mr. Volker and Mr. Mertens, which are filed as Exhibits 10.1, 10.2, 10.3, and 10.4, respectively, hereto and incorporated herein by reference.

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number		Exhibit Description
10.1		First Amendment to Employment Agreement between the Company and David Rosa.
10.2		First Amendment to Offer Letter between the Company and Ronald McClurg.
10.3		First Amendment to Offer Letter between the Company and Christopher Volker.
10.4		First Amendment to Offer Letter between the Company and Steve Mertens.
104		Cover Page Interactive Data File (embedded within Inline XBRL document).

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	NEUROONE MEDICAL TECHNOLOGIES CORPORATION
Dated: September 13, 2024	By:	/s/ David Rosa
		David Rosa
		Chief Executive Officer

 

 

3

 

Exhibit 10.1

 

fIRST AMENDMENT TO

EMPLOYMENT AGREEMENT

 

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) between NeuroOne Medical Technologies Corporation, a Delaware corporation (the “Company”), and David Rosa (the “Executive”) is entered into and made effective as of September 9, 2024 (the “Amendment Date”).

 

Recitals

 

Whereas, on August 4, 2017, the Company and the Executive entered into an Employment Agreement (the “Employment Agreement”); and

 

Whereas, the Company and the Executive now wish to amend the Employment Agreement as provided herein to be effective as of the Amendment Date.

 

Agreement

 

Now, Therefore, in consideration of the foregoing and the terms and conditions set forth below, the Company and the Executive hereby agree as follows:

 

1. Amendment to Section 5(a). As of the Amendment Date, Section 5(a) of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

 

(a) If within the twelve (12) months following or three (3) months prior to the effective date of a Change in Control: (i) the Executive effects a Termination for Good Reason; or (ii) the Company terminates the Executive’s employment with the Company other than a Termination for Cause, and subject to the Executive’s signing and delivering to the Company and not subsequently revoking before the sixtieth (60^th) day following the Termination Date, a separation and release agreement containing a general release of claims in favor of the Company in a form presented to the Executive by the Company (the “Release”), the Company shall pay to the Executive, in a lump sum in cash within thirty (30) days after the Termination Date, the amount equal to the sum of (A) the product of 2.0 times the Executive’s annual base salary as is then in effect as of the Termination Date and (B) the product of 2.0 times the Executive’s target bonus for the year in which the Termination Date occurs (the “Change of Control Amount”).

 

i. The Change of Control Amount shall only be payable if: (i) the Executive executes and delivers the Release to the Company and the Release becomes irrevocable and can no longer be revoked by the Executive under its terms prior to the sixtieth (60^th) day following the Termination Date; (ii) the Executive promptly returns to the Company all property of the Company that the Company requests in writing that the Executive returns; (iii) the Executive complies with the Executive’s post-termination obligations under this letter agreement and the PIIA; and (iv) the Executive remains in continued compliance with the terms and conditions of the Release, including without limitation any non-disparagement and confidentiality provisions contained therein.

 

 

ii. Additionally, all of the Executive’s remaining stock options, restricted stock or other equity awards that were issued by the Company and assumed, continued or substituted by the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) in a transaction that constitutes a Change in Control and remain subject to vesting conditions on the Termination Date shall fully vest on the Termination Date and become immediately exercisable in accordance with the terms of the applicable award documents and agreements.

 

iii. Provided that the Executive timely elects continued health insurance coverage under the federal COBRA law and under the Company’s group health plans following the Termination Date, then the Company shall pay 100% of the COBRA premiums necessary to continue the Executive’s and the Executive’s covered dependents’ health insurance coverage in effect for the Executive (and the Executive’s covered dependents) on the Termination Date until the earliest of: (A) twenty-four (24) months following the Termination Date; (B) the date when the Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment; or (C) the date the Employment cease to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Termination Date through the earlier of (A)-(C) (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on the Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), or not available for other reasons, then in lieu of paying COBRA premiums pursuant to this paragraph, the Company shall pay the Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the premium for such month, subject to applicable tax withholding, for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive the Executive of the Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under the Executive’s employment by the Company.

 

2. Construction. Unless otherwise defined herein, capitalized terms shall have the meanings set forth in the Employment Agreement. The terms of this Amendment amend and modify the Employment Agreement as if fully set forth in the Employment. If there is any conflict between the terms, conditions and obligations of this Amendment and the Employment Agreement, this Amendment’s terms, conditions and obligations shall control. All other provisions of the Employment Agreement not specifically modified by this Amendment are preserved. This Amendment may be executed in counterparts (including via facsimile or .pdf), each of which shall be deemed an original, and all of which together shall constitute one and the same document.

 

Signatures on the Following Page

 

 

In Witness Whereof, the parties have executed this Amendment as of the date first written above.

 

THE EXECUTIVE:		THE COMPANY:
		NeuroOne Medical Technologies Corporation
/s/ David Rosa		By:	/s/ Paul Buckman
David Rosa		Name:	Paul Buckman
		Title:	Chairman

 

Signature Page to

First Amendment to Rosa Employment Agreement

 

 

 

 

EXHIBIT 10.2

 

fIRST AMENDMENT TO

Offer letter

 

THIS FIRST AMENDMENT TO OFFER LETTER (this “Amendment”) between NeuroOne Medical Technologies Corporation, a Delaware corporation (the “Company”), and Ronald McClurg (the “Employee”) is entered into and made effective as of September 9, 2024 (the “Amendment Date”).

 

Recitals

 

Whereas, on January 1, 2021, the Company and the Employee entered into an Offer Letter (the “Offer Letter”); and

 

Whereas, the Company and the Employee now wish to amend the Offer Letter as provided herein to be effective as of the Amendment Date.

 

Agreement

 

Now, Therefore, in consideration of the foregoing and the terms and conditions set forth below, the Company and the Employee hereby agree as follows:

 

1. Addition to Offer Letter. As of the Amendment Date, the Offer Letter is hereby amended to add the following paragraphs after the 3^rd paragraph:

 

If within the twelve (12) months following or three (3) months prior to the effective date of a Change in Control: (i) you effect a Termination for Good Reason (as defined below); or (ii) the Company terminates your employment with the Company other than a Termination for Cause (as defined below), and subject to your signing and delivering to the Company and not subsequently revoking before the sixtieth (60^th) day following the effective date of your termination of employment with the Company (the “Termination Date”), a separation and release agreement containing a general release of claims in favor of the Company in a form presented to you by the Company (the “Release”), the Company shall pay to you, in a lump sum in cash within thirty (30) days after the Termination Date, the amount equal to the sum of (A) the product of 1.25 times your annual base salary as is then in effect as of the Termination Date and (B) the product of 1.25 times your target bonus for the year in which the Termination Date occurs (the “Change of Control Amount”). The Change of Control Amount shall only be payable if: (i) you execute and deliver the Release to the Company and the Release becomes irrevocable and can no longer be revoked by you under its terms prior to the sixtieth (60^th) day following the Termination Date; (ii) you promptly return to the Company all property of the Company that the Company requests in writing that you return; (iii) you comply with your post-termination obligations under this letter agreement and the Employee Proprietary Information, Inventions Assignment and Non-Competition Agreement (“PIIA”); and (iv) you remain in continued compliance with the terms and conditions of the Release, including without limitation any non-disparagement and confidentiality provisions contained therein.

 

 

Additionally, all of the Employee’s remaining stock options, restricted stock or other equity awards that were issued by the Company and assumed, continued or substituted by the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) in a transaction that constitutes a Change in Control and remain subject to vesting conditions on the Termination Date shall fully vest on the Termination Date and become immediately exercisable in accordance with the terms of the applicable award documents and agreements.

 

Provided that the Employee timely elects continued health insurance coverage under the federal COBRA law and under the Company’s group health plans following the Termination Date, then the Company shall pay 100% of the COBRA premiums necessary to continue the Employee’s and the Employee’s covered dependents’ health insurance coverage in effect for the Employee (and the Employee’s covered dependents) on the Termination Date until the earliest of: (A) fifteen (15) months following the Termination Date; (B) the date when the Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment; or (C) the date the Employment cease to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Termination Date through the earlier of (A)-(C) (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on the Employee’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), or not available for other reasons, then in lieu of paying COBRA premiums pursuant to this paragraph, the Company shall pay the Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the premium for such month, subject to applicable tax withholding, for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive the Employee of the Employee’s rights under COBRA or ERISA for benefits under plans and policies arising under the Employee’s employment by the Company.

 

For the purposes of this letter agreement, “Termination for Cause” means a termination of your employment by the Company due to (i) an act or acts of dishonesty undertaken by you and intended to result in substantial gain or personal enrichment to you at the expense of the Company; (ii) unlawful conduct or gross misconduct that is willful and deliberate on your part in the performance of your employment duties and that, in either event, is injurious to the Company; (iii) the conviction of you of, or your entry of a no contest or nolo contendere plea to, a felony; (iv) breach by you of your fiduciary obligations as an officer of the Company; (v) a persistent failure by you to perform the duties and responsibilities of your employment with the Company, which failure is willful and deliberate on your part and is not remedied by you within thirty (30) days after your receipt of written notice from the Company of such failure; or (vi) material breach of any terms and conditions of this letter agreement or the PIIA by you, which breach has not been cured by you within ten (10) days after written notice thereof to you from the Company. For the purposes of this letter agreement, any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of the Company.

 

For the purposes of this letter agreement, “Termination for Good Reason” means a termination of your employment with the Company by you within thirty (30) days of the Company’s failure to cure, in accordance with the procedures set forth below, any of the following events: (i) a reduction in your annual base salary as in effect immediately prior to such reduction by more than ten percent (10%) without your written consent, unless such reduction is made pursuant to an across the board reduction applicable to all employees of the Company; (ii) a material reduction in your duties, position and responsibilities as in effect immediately prior to such reduction without your written consent, and further provided that the acquisition of the Company and subsequent conversion of the Company to a division or unit of the acquiring entity will not by itself result in a “reduction” of duties, position or responsibility; (iii) a requirement by the Company that you relocate your principal employment responsibilities to a location that is more than 25 miles from the location at which your principal employment responsibilities are then being performed; or (iv) a material breach of any material provision of this letter agreement by the Company. Notwithstanding the foregoing, a termination shall not be treated as a Termination for Good Reason (y) if you shall have consented in writing to the occurrence of the event giving rise to the claim of Termination for Good Reason, or (z) unless you shall have delivered a written notice to the Board within forty-five (45) days of your having actual knowledge of the occurrence of one of such events stating that you intend to terminate your employment with the Company for Good Reason and specifying the factual basis for such termination, and such event, if capable of being cured, shall not have been cured within twenty-one (21) days of the receipt of such notice.

 

2. Construction. Unless otherwise defined herein, capitalized terms shall have the meanings set forth in the Offer Letter. The terms of this Amendment amend and modify the Offer Letter as if fully set forth in the Offer Letter. If there is any conflict between the terms, conditions and obligations of this Amendment and the Offer Letter, this Amendment’s terms, conditions and obligations shall control. All other provisions of the Offer Letter not specifically modified by this Amendment are preserved. This Amendment may be executed in counterparts (including via facsimile or .pdf), each of which shall be deemed an original, and all of which together shall constitute one and the same document.

 

Signatures on the Following Page

 

 

In Witness Whereof, the parties have executed this Amendment as of the date first written above.

 

THE EMPLOYEE:		THE COMPANY:
		NeuroOne Medical Technologies Corporation
/s/ Ronald McClurg		By:	/s/ David Rosa
Ronald McClurg		Name:	David Rosa
		Title:	Chief Executive Officer and President

 

 Signature Page to

First Amendment to McClurg Offer Letter

 

 

 

 

Exhibit 10.3

 

fIRST AMENDMENT TO

Offer letter

 

THIS FIRST AMENDMENT TO OFFER LETTER (this “Amendment”) between NeuroOne Medical Technologies Corporation, a Delaware corporation (the “Company”), and Christopher R. Volker (the “Employee”) is entered into and made effective as of September 9, 2024 (the “Amendment Date”).

 

Recitals

 

Whereas, on November 10, 2023, the Company and the Employee entered into an Offer Letter (the “Offer Letter”); and

 

Whereas, the Company and the Employee now wish to amend the Offer Letter as provided herein to be effective as of the Amendment Date.

 

Agreement

 

Now, Therefore, in consideration of the foregoing and the terms and conditions set forth below, the Company and the Employee hereby agree as follows:

 

1. Addition to Offer Letter.

 

(a) As of the Amendment Date, the 5^th paragraph of the Offer Letter is hereby deleted in its entirety and replaced with the following paragraphs:

 

If within the twelve (12) months following or three (3) months prior to the effective date of a Change in Control: (i) you effect a Termination for Good Reason (as defined below); or (ii) the Company terminates your employment with the Company other than a Termination for Cause (as defined below), and subject to your signing and delivering to the Company and not subsequently revoking before the sixtieth (60^th) day following the effective date of your termination of employment with the Company (the “Termination Date”), a separation and release agreement containing a general release of claims in favor of the Company in a form presented to you by the Company (the “Release”), the Company shall pay to you, in a lump sum in cash within thirty (30) days after the Termination Date, the amount equal to the sum of (A) the product of 1.25 times your annual base salary as is then in effect as of the Termination Date and (B) the product of 1.25 times your target bonus for the year in which the Termination Date occurs (the “Change of Control Amount”). The Change of Control Amount shall only be payable if: (i) you execute and deliver the Release to the Company and the Release becomes irrevocable and can no longer be revoked by you under its terms prior to the sixtieth (60^th) day following the Termination Date; (ii) you promptly return to the Company all property of the Company that the Company requests in writing that you return; (iii) you comply with your post-termination obligations under this letter agreement and the PIIA; and (iv) you remain in continued compliance with the terms and conditions of the Release, including without limitation any non-disparagement and confidentiality provisions contained therein.

 

 

Additionally, all of the Employee’s remaining stock options, restricted stock or other equity awards that were issued by the Company and assumed, continued or substituted by the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) in a transaction that constitutes a Change in Control and remain subject to vesting conditions on the Termination Date shall fully vest on the Termination Date and become immediately exercisable in accordance with the terms of the applicable award documents and agreements.

 

Provided that the Employee timely elects continued health insurance coverage under the federal COBRA law and under the Company’s group health plans following the Termination Date, then the Company shall pay 100% of the COBRA premiums necessary to continue the Employee’s and the Employee’s covered dependents’ health insurance coverage in effect for the Employee (and the Employee’s covered dependents) on the Termination Date until the earliest of: (A) fifteen (15) months following the Termination Date; (B) the date when the Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment; or (C) the date the Employment cease to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Termination Date through the earlier of (A)-(C) (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on the Employee’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), or not available for other reasons, then in lieu of paying COBRA premiums pursuant to this paragraph, the Company shall pay the Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the premium for such month, subject to applicable tax withholding, for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive the Employee of the Employee’s rights under COBRA or ERISA for benefits under plans and policies arising under the Employee’s employment by the Company.

 

(b) As of the Amendment Date, the new 9^th paragraph of the Offer Letter is hereby deleted in its entirety and replaced with the following paragraph:

 

For the purposes of this letter agreement, “Termination for Good Reason” means a termination of your employment with the Company by you within thirty (30) days of the Company’s failure to cure, in accordance with the procedures set forth below, any of the following events: (i) a reduction in your annual base salary as in effect immediately prior to such reduction by more than ten percent (10%) without your written consent, unless such reduction is made pursuant to an across the board reduction applicable to all employees of the Company; (ii) a material reduction in your duties, position and responsibilities as in effect immediately prior to such reduction without your written consent, and further provided that the acquisition of the Company and subsequent conversion of the Company to a division or unit of the acquiring entity will not by itself result in a “reduction” of duties, position or responsibility; (iii) a requirement by the Company that you relocate your principal employment responsibilities to a location that is more than 25 miles from the location at which your principal employment responsibilities are then being performed; or (iv) a material breach of any material provision of this letter agreement by the Company. Notwithstanding the foregoing, a termination shall not be treated as a Termination for Good Reason (y) if you shall have consented in writing to the occurrence of the event giving rise to the claim of Termination for Good Reason, or (z) unless you shall have delivered a written notice to the Board within forty-five (45) days of your having actual knowledge of the occurrence of one of such events stating that you intend to terminate your employment with the Company for Good Reason and specifying the factual basis for such termination, and such event, if capable of being cured, shall not have been cured within twenty-one (21) days of the receipt of such notice.

 

2. Construction. Unless otherwise defined herein, capitalized terms shall have the meanings set forth in the Offer Letter. The terms of this Amendment amend and modify the Offer Letter as if fully set forth in the Offer Letter. If there is any conflict between the terms, conditions and obligations of this Amendment and the Offer Letter, this Amendment’s terms, conditions and obligations shall control. All other provisions of the Offer Letter not specifically modified by this Amendment are preserved. This Amendment may be executed in counterparts (including via facsimile or .pdf), each of which shall be deemed an original, and all of which together shall constitute one and the same document.

 

Signatures on the Following Page

 

 

In Witness Whereof, the parties have executed this Amendment as of the date first written above.

 

THE EMPLOYEE:		THE COMPANY:
		NeuroOne Medical Technologies Corporation
/s/ Christopher Volker		By:	/s/ David Rosa
Christopher Volker		Name:	David Rosa
		Title:	Chief Executive Officer and President

 

Signature Page to

First Amendment to Volker Offer Letter

 

  

 

Exhibit 10.4

 

fIRST AMENDMENT TO

Offer letter

 

THIS FIRST AMENDMENT TO OFFER LETTER (this “Amendment”) between NeuroOne Medical Technologies Corporation, a Delaware corporation (the “Company”), and Steve Mertens (the “Employee”) is entered into and made effective as of September 9, 2024 (the “Amendment Date”).

 

Recitals

 

Whereas, on March 6, 2019, the Company and the Employee entered into an Offer Letter (the “Offer Letter”); and

 

Whereas, the Company and the Employee now wish to amend the Offer Letter as provided herein to be effective as of the Amendment Date.

 

Agreement

 

Now, Therefore, in consideration of the foregoing and the terms and conditions set forth below, the Company and the Employee hereby agree as follows:

 

1. Addition to Offer Letter. As of the Amendment Date, the Offer Letter is hereby amended to add the following Section 4:

 

4.  Compensation in the Event of a Change in Control. If within the twelve (12) months following or three (3) months prior to the effective date of a Change in Control (as defined in the NeuroOne Medical Technologies Corporation 2017 Equity Incentive Plan, as such plan may be amended, modified or replaced): (i) you effect a Termination for Good Reason (as defined below); or (ii) the Company terminates your employment with the Company other than a Termination for Cause (as defined below), and subject to your signing and delivering to the Company and not subsequently revoking before the sixtieth (60^th) day following the effective date of your termination of employment with the Company (the “Termination Date”), a separation and release agreement containing a general release of claims in favor of the Company in a form presented to you by the Company (the “Release”), the Company shall pay to you, in a lump sum in cash within thirty (30) days after the Termination Date, the amount equal to the sum of (A) the product of 1.25 times your annual base salary as is then in effect as of the Termination Date and (B) the product of 1.25 times your target bonus for the year in which the Termination Date occurs (the “Change of Control Amount”). The Change of Control Amount shall only be payable if: (i) you execute and deliver the Release to the Company and the Release becomes irrevocable and can no longer be revoked by you under its terms prior to the sixtieth (60^th) day following the Termination Date; (ii) you promptly return to the Company all property of the Company that the Company requests in writing that you return; (iii) you comply with your post-termination obligations under this letter agreement and the Employee Proprietary Information, Inventions Assignment and Non-Competition Agreement (“PIIA”); and (iv) you remain in continued compliance with the terms and conditions of the Release, including without limitation any non-disparagement and confidentiality provisions contained therein.

 

 

Additionally, all of the Employee’s remaining stock options, restricted stock or other equity awards that were issued by the Company and assumed, continued or substituted by the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) in a transaction that constitutes a Change in Control and remain subject to vesting conditions on the Termination Date shall fully vest on the Termination Date and become immediately exercisable in accordance with the terms of the applicable award documents and agreements.

 

Provided that the Employee timely elects continued health insurance coverage under the federal COBRA law and under the Company’s group health plans following the Termination Date, then the Company shall pay 100% of the COBRA premiums necessary to continue the Employee’s and the Employee’s covered dependents’ health insurance coverage in effect for the Employee (and the Employee’s covered dependents) on the Termination Date until the earliest of: (A) fifteen (15) months following the Termination Date; (B) the date when the Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment; or (C) the date the Employment cease to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Termination Date through the earlier of (A)-(C) (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on the Employee’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), or not available for other reasons, then in lieu of paying COBRA premiums pursuant to this paragraph, the Company shall pay the Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the premium for such month, subject to applicable tax withholding, for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive the Employee of the Employee’s rights under COBRA or ERISA for benefits under plans and policies arising under the Employee’s employment by the Company.

 

For the purposes of this letter agreement, “Termination for Cause” means a termination of your employment by the Company due to (i) an act or acts of dishonesty undertaken by you and intended to result in substantial gain or personal enrichment to you at the expense of the Company; (ii) unlawful conduct or gross misconduct that is willful and deliberate on your part in the performance of your employment duties and that, in either event, is injurious to the Company; (iii) the conviction of you of, or your entry of a no contest or nolo contendere plea to, a felony; (iv) breach by you of your fiduciary obligations as an officer of the Company; (v) a persistent failure by you to perform the duties and responsibilities of your employment with the Company, which failure is willful and deliberate on your part and is not remedied by you within thirty (30) days after your receipt of written notice from the Company of such failure; or (vi) material breach of any terms and conditions of this letter agreement or the PIIA by you, which breach has not been cured by you within ten (10) days after written notice thereof to you from the Company. For the purposes of this letter agreement, any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of the Company.

 

For the purposes of this letter agreement, “Termination for Good Reason” means a termination of your employment with the Company by you within thirty (30) days of the Company’s failure to cure, in accordance with the procedures set forth below, any of the following events: (i) a reduction in your annual base salary as in effect immediately prior to such reduction by more than ten percent (10%) without your written consent, unless such reduction is made pursuant to an across the board reduction applicable to all employees of the Company; (ii) a material reduction in your duties, position and responsibilities as in effect immediately prior to such reduction without your written consent, and further provided that the acquisition of the Company and subsequent conversion of the Company to a division or unit of the acquiring entity will not by itself result in a “reduction” of duties, position or responsibility; (iii) a requirement by the Company that you relocate your principal employment responsibilities to a location that is more than 25 miles from the location at which your principal employment responsibilities are then being performed; or (iv) a material breach of any material provision of this letter agreement by the Company. Notwithstanding the foregoing, a termination shall not be treated as a Termination for Good Reason (y) if you shall have consented in writing to the occurrence of the event giving rise to the claim of Termination for Good Reason, or (z) unless you shall have delivered a written notice to the Board within forty-five (45) days of your having actual knowledge of the occurrence of one of such events stating that you intend to terminate your employment with the Company for Good Reason and specifying the factual basis for such termination, and such event, if capable of being cured, shall not have been cured within twenty-one (21) days of the receipt of such notice.

 

2. Construction. Unless otherwise defined herein, capitalized terms shall have the meanings set forth in the Offer Letter. The terms of this Amendment amend and modify the Offer Letter as if fully set forth in the Offer Letter. If there is any conflict between the terms, conditions and obligations of this Amendment and the Offer Letter, this Amendment’s terms, conditions and obligations shall control. All other provisions of the Offer Letter not specifically modified by this Amendment are preserved. This Amendment may be executed in counterparts (including via facsimile or .pdf), each of which shall be deemed an original, and all of which together shall constitute one and the same document.

 

Signatures on the Following Page

 

 

In Witness Whereof, the parties have executed this Amendment as of the date first written above.

 

THE EMPLOYEE:		THE COMPANY:
		NeuroOne Medical Technologies Corporation
/s/ Steve Mertens		By:	/s/ David Rosa
Steve Mertens		Name:	David Rosa
		Title:	Chief Executive Officer and President

 

Signature Page to

First Amendment to Mertens Offer Letter

 

 

 

v3.24.2.u1

Cover	Sep. 09, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 09, 2024
Entity File Number	001-40439
Entity Registrant Name	NeuroOne Medical Technologies Corporation
Entity Central Index Key	0001500198
Entity Tax Identification Number	27-0863354
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	7599 Anagram Dr.
Entity Address, City or Town	Eden Prairie
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55344
City Area Code	952
Local Phone Number	426-1383
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	NMTC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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