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): April 24, 2020

NeuroOne Medical Technologies Corporation

(Exact name of registrant as specified in its charter)

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)

N/A

(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:

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 1.01. Entry into a Material Definitive Agreement.

Second Amendment to Convertible Promissory Notes

As previously disclosed in a Current Report on Form 8-K filed by NeuroOne Medical Technologies Corporation (the “Company”) with the Securities and Exchange Commission (the “SEC”) on November 7, 2019 (the “Initial Form 8-K”), the Company entered into a Subscription Agreement with certain accredited investors (the “Subscribers”), pursuant to which the Company, in a private placement, agreed to issue and sell to the Subscribers 13% convertible promissory notes (each, a “Note” and collectively, the “Notes”) and warrants (each, a “Warrant” and collectively, the “Warrants”) to purchase shares of the Company’s common stock, par value $0.001 per share (“Common Stock”). Additionally, as previously disclosed in a Current Report on Form 8-K filed by the Company with the SEC on December 5, 2019, the Company and holders of a majority in aggregate principal amount of the Notes entered into an amendment to the Notes (the “First Amendment”). Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Initial Form 8-K.

On April 24, 2020, the Company and holders of a majority in aggregate principal amount of the Notes entered into an amendment to the Notes (the “Second Amendment”) to, among other things:

Pursuant to Section 7.6 of the Notes, the Notes may be amended with the written consent of the Company and the holders of a majority in aggregate principal amount of the Notes, which consents shall be binding upon each holder of the Notes, whether or not each holder has signed such consents. All other provisions of the Notes not specifically modified by the Second Amendment remain unchanged.

The foregoing description of the Second Amendment is qualified in its entirety by reference to the form of Second Amendment, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

Conversion of Convertible Promissory Notes

Between April 24 and April 29, certain Subscribers elected to convert $2,472,565.81 of the outstanding principal and interest of the Notes into 1,996,198 Conversion Shares.

Placement Agent Fee

In connection with the Second Amendment, Paulson Investment Company, LLC (“Paulson”) entered into an agreement with the Company whereby the Company agreed to pay Paulson a cash fee equal to 5% of (i) the principal amount of the Notes held by Subscribers that entered into the Second Amendment, and (ii) the principal amount of the Notes held by Subscribers (not otherwise included in (i)) that elect to convert their Notes prior to the Maturity Date.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03. 

Item 3.02  Unregistered Sales of Equity Securities.

As described more fully in Item 1.01 above, which description is hereby incorporated by reference into this Item 3.02, the Company issued Conversion Shares to certain Subscribers, all of whom are accredited investors, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D promulgated thereunder. The Company is relying on this exemption from registration based in part on representations made by the Subscribers.  The Conversion Shares have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration under the Securities Act or an exemption from such registration requirements. Neither this Current Report on Form 8-K nor any exhibit attached hereto shall constitute an offer to sell or the solicitation of an offer to buy the Conversion Shares or any other securities of the Company.

Item 9.01. Financial Statement and Exhibits

(d) Exhibits.

SIGNATURE

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