As filed with the Securities and Exchange Commission
on August 14, 2024
Registration No. 333-279871
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
NeuroOne Medical Technologies Corporation
(Exact name of registrant as specified in its
charter)
Delaware |
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27-0863354 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification Number) |
7599 Anagram Dr., Eden Prairie, MN 55344
952-426-1383
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
David Rosa
7599 Anagram Dr., Eden Prairie, MN 55344
952-426-1383
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Phillip D. Torrence
Emily J. Johns
Honigman LLP
650 Trade Centre Way,
Suite 200
Kalamazoo, MI 49002
Tel: (269) 337-7700
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under
the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule
413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐ |
Accelerated filer ☐ |
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Non-accelerated filer ☒ |
Smaller reporting company ☒ |
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Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically
states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933
or until the registration statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.
The information in this prospectus is
not complete and may be changed. We may not sell these securities or accept an offer to buy these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not
soliciting offers to buy these securities in any state or other jurisdiction where such offer or sale is not permitted.
SUBJECT TO COMPLETION,
DATED August 14, 2024
PROSPECTUS
![](https://www.sec.gov/Archives/edgar/data/1500198/000121390024069094/image_001.jpg)
$150,000,000
Common Stock
Preferred Stock
Debt Securities
Warrants
Offered, from time to time,
by NeuroOne Medical Technologies Corporation
From time to time, we may offer and sell an aggregate
amount of up to $150,000,000 of any combination of the securities described in this prospectus, either individually or in combination,
at prices and on terms described in one or more supplements to this prospectus. We may also offer common stock or preferred stock upon
conversion of debt securities, or common stock upon conversion of preferred stock, or common stock, preferred stock or debt securities
upon exercise of warrants.
This prospectus describes some of the general
terms that may apply to an offering of our securities by us. Each time we offer securities, we will provide specific terms of the securities
in one or more supplements to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection
with these offerings. The prospectus supplement and any related free writing prospectus may also add, update or change information contained
in this prospectus. You should carefully read this prospectus, the applicable prospectus supplement and any related free writing prospectus,
as well as any documents incorporated by reference, before you invest in any of the securities being offered.
This prospectus may not be used to consummate
a sale of securities unless accompanied by a prospectus supplement.
Our common stock is listed on The Nasdaq Capital
Market LLC (“Nasdaq”) under the symbol “NMTC.” On August 13, 2024, the last reported sale price of our common
stock was $0.74 per share. The applicable prospectus supplement will contain information, where applicable, as to any other listing on
Nasdaq or any securities market or other exchange of the securities, if any, covered by the applicable prospectus supplement. Our principal
executive offices are located at 7599 Anagram Drive, Eden Prairie, MN 55344 and our telephone number is (952) 426-1383.
We are a “smaller reporting company”
under the federal securities laws and, as such, are subject to reduced public company reporting requirements. As of August 13, 2024,
the aggregate market value of our outstanding common stock held by non-affiliates, or public float, was approximately $29.3 million,
based on 29,634,488 shares held by non-affiliates and a price of $0.99 per share, which was the price at which our common stock was last
sold on Nasdaq on July 15, 2024. We have sold $5,033,906.01 of securities pursuant to General Instruction I.B.6. of Form S-3 during the
prior 12-calendar-month period that ends on or includes the date of this prospectus. Pursuant to General Instruction I.B.6. of Form S-3,
in no event will we sell securities registered on this registration statement in a public offering with a value exceeding more than one-third
of our public float in any 12-month period so long as our public float remains below $75 million (the “Baby Shelf Limitation”).
See “Summary – Implications of Being a Smaller Reporting Company”.
We may sell these securities directly to investors,
through agents designated from time to time or to or through underwriters or dealers, on a continuous or delayed basis. For additional
information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus on
page 24 and in the applicable prospectus supplement. If any agents or underwriters are involved in the sale of any securities with respect
to which this prospectus is being delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts
or over-allotment options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds
we expect to receive from such sale will also be set forth in a prospectus supplement.
Investing in our securities involves a high
degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” contained
in this prospectus on page 8, in our most recent Annual Report on Form 10-K incorporated by reference into this prospectus, in the
applicable prospectus supplement and in any free writing prospectuses we have authorized for use in connection with a specific offering,
and under similar headings in the other documents that are incorporated by reference into this prospectus.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2024
TABLE OF CONTENTS
You should rely only on the
information contained in, or incorporated by reference into, this prospectus and the applicable prospectus supplement, along with the
information contained in any free writing prospectuses we have authorized for use in connection with a specific offering. We have not
authorized anyone to provide you with different information. We are not making an offer to sell or seeking an offer to buy securities
under this prospectus or the applicable prospectus supplement and any related free writing prospectus in any jurisdiction where the offer
or sale is not permitted. The information contained in this prospectus, the applicable prospectus supplement or any related free writing
prospectus, and the documents incorporated by reference herein and therein, are accurate only as of their respective dates, regardless
of the time of delivery of this prospectus, the applicable prospectus supplement or any related free writing prospectus, or any sale
of a security.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement
on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”), using a “shelf” registration
process under the Securities Act of 1933, as amended (the “Securities Act”). Under this shelf registration statement, we
may sell from time to time in one or more offerings up to a total dollar amount of $150,000,000 of common stock and preferred stock,
various series of debt securities and/or warrants to purchase any of such securities, either individually or in combination with other
securities as described in this prospectus, subject to the Baby Shelf Limitation. This prospectus provides you with a general description
of the securities we may offer.
Each time we offer any type or series of securities
under this prospectus, we will provide a prospectus supplement that will contain more specific information about the terms of that offering.
We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these
offerings. The prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add,
update or change any of the information contained in this prospectus or in the documents that we have incorporated by reference into
this prospectus. This prospectus, together with the applicable prospectus supplement, any related free writing prospectus and the documents
incorporated by reference into this prospectus and the applicable prospectus supplement, will include all material information relating
to the applicable offering. You should carefully read both this prospectus and the applicable prospectus supplement and any related free
writing prospectus, together with the additional information described under “Where You Can Find More Information”, before
buying any of the securities being offered.
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE
A SALE OF SECURITIES UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
You should rely only
on the information contained in, or incorporated by reference into, this prospectus and any applicable prospectus supplement, along with
the information contained in any free writing prospectuses we have authorized for use in connection with a specific offering. Neither
we, nor any agent, underwriter or dealer has authorized anyone to provide you with any information other than contained in, or incorporated
by reference into, this for use in connection with a specific offering. We take no responsibility for, and can provide no assurance as
to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered
hereby, but only under circumstances and in jurisdictions where it is lawful to do so.
The information appearing
in this prospectus, any applicable prospectus supplement and any related free writing prospectus is accurate only as of the date on the
front of the document and any information we have incorporated by reference is accurate only as of the date of the document incorporated
by reference, regardless of the time of delivery of this prospectus, any applicable prospectus supplement or any related free writing
prospectus, or any sale of securities. Our business, financial condition, results of operations and prospects may have changed since
those dates.
This prospectus contains
and incorporates by reference market data and industry statistics and forecasts that are based on independent industry publications and
other publicly available information. Although we believe that these sources are reliable, we do not guarantee the accuracy or completeness
of this information and we have not independently verified this information. Although we are not aware of any misstatements regarding
the market and industry data presented in this prospectus and the documents incorporated herein by reference, these estimates involve
risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors”
contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents
that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information.
This prospectus contains
summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for
complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred
to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this
prospectus is a part, and you may obtain copies of those documents as described below under the section entitled “Where You Can
Find More Information.”
No action is being taken
in any jurisdiction outside the United States to permit a public offering of our securities or possession or distribution of this prospectus
in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to
inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus applicable to that
jurisdiction.
Except as otherwise indicated
herein or as the context otherwise requires, references in this prospectus to “NeuroOne,” “the company,” “we,”
“us,” and similar references refer to NeuroOne Medical Technologies Corporation, a corporation incorporated under the laws
of the State of Delaware.
This prospectus and the
information incorporated herein by reference include trademarks, service marks and trade names owned by us or other companies. All trademarks,
service marks and trade names included or incorporated by reference into this prospectus, any applicable prospectus supplement or any
related free writing prospectus are the property of their respective owners.
PROSPECTUS SUMMARY
This summary highlights selected information contained elsewhere
in this prospectus or incorporated by reference herein and does not contain all of the information that you need to consider in making
your investment decision. You should carefully read the entire prospectus, the applicable prospectus supplement and any related free
writing prospectus, including the risks of investing in our securities discussed under the heading “Risk Factors” contained
in this prospectus, the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other
documents that are incorporated by reference into this prospectus. You should also carefully read the information incorporated by reference
into this prospectus, including our financial statements and related notes, and the exhibits to the registration statement of which this
prospectus is a part, before making your investment decision.
Business Overview
We are a medical technology company focused on
the development and commercialization of thin film electrode technology for continuous electroencephalogram (“cEEG”) and
stereoelectrocencephalography (“sEEG”), spinal cord stimulation, brain stimulation, drug delivery and ablation solutions
for patients suffering from epilepsy, Parkinson’s disease, dystonia, essential tremors, chronic pain due to failed back surgeries
and other related neurological disorders. We are also developing the capability to use our sEEG electrode technology to deliver drugs
or gene therapy while being able to record brain activity before, during, and after delivery. Additionally, we are investigating the
potential applications of our technology associated with artificial intelligence. Members of our management team have held senior leadership
positions at a number of medical technology and biopharmaceutical companies, including Boston Scientific, St. Jude Medical, Stryker Instruments,
C.R. Bard, A-Med Systems, Nuwellis, Inc., formerly known as Sunshine Heart, Empi, Don-Joy and PMT.
We are developing our cortical strip, grid and
depth electrode technology to provide solutions for diagnosis through cEEG recording and sEEG recording and treatment through spinal
cord stimulation, brain stimulation and ablation, all in one product. A cEEG is a continuous recording of the electrical activity of
the brain that identifies the location of irregular brain activity, which information is required for proper treatment. cEEG recording
involves an invasive surgical procedure, referred to as a craniotomy. sEEG involves a less invasive procedure whereby doctors place electrodes
in targeted brain areas by drilling small holes through the skull. Both methods of seizure diagnosis are used to identify areas of the
brain where epileptic seizures originate in order to precisely locate the seizure source for therapeutic treatment if possible.
Deep brain stimulation (“DBS”) therapies
involve activating or inhibiting the brain with electricity that can be given directly by electrodes on the surface or implanted deeper
in the brain via depth electrodes. Introduced in 1987, this procedure involves implanting a power source referred to as a neurostimulator,
which sends electrical impulses through implanted depth electrodes, to specific targets in the brain for the treatment of disorders such
as Parkinson’s disease, essential tremor, dystonia, and chronic pain. Alzheimer’s is another indication evaluating the effects
of DBS. Unlike ablative technologies, the effects of DBS are reversible.
Radio Frequency (“RF”) ablation is
a procedure that uses radiofrequency under the electrode contacts that is directed to the site of the brain tissue that is targeted for
removal. The process involves delivering energy to the contacts, thereby heating them and destroying the brain tissue. The ablation does
not remove the tissue. Rather, it is left in place and typically scar tissue forms in the place where the ablation occurs. This procedure
is also known as brain lesioning as it causes irreversible lesions. In August 2021, the Company announced a strategic partnership with
RBC Medical Innovations to develop a RF ablation generator. The following month, our OneRF ablation system was tested by representatives
from Emory University in Atlanta Georgia in an animal study. During the second fiscal quarter of 2023, we successfully completed summative
usability testing for OneRF with 15 neurosurgeons, and completed execution of internal device verification/validation protocols for the
final OneRF ablation system.
Failed back surgery syndrome
(“FBSS”) is a condition that produces chronic lower back/leg pain due to one or more failed back surgeries. Typically,
it is related to patients that suffer with pain after surgery of the lumbar spine for degenerative disc disease. Re-operations are
usually not recommended for these patients due to low success rates. These patients experience greater levels of pain, a lower
quality of life, varying levels of disability and higher rate of unemployment. Spinal cord stimulation works by placing one or more
electrodes in a targeted area of the spine and then connecting to an implantable pulse generator that sends electrical stimulation
to the electrode to block the pain signals from reaching the brain. During the second fiscal quarter of 2023, we completed an
initial animal implant of novel thin film paddle leads for spinal cord stimulation (“SCS”). The devices are intended for
the treatment of patients with chronic back pain due to multiple failed back surgery syndrome, intractable low back, and leg pain. A
percutaneous (through a needle) delivery system for paddle leads is also under development and has been successfully bench-tested.
According to a 2020 Market Insights report, the total global addressable market for spinal cord stimulation is estimated to be
greater than $3 billion.
Our cortical strip and grid electrode and depth
electrode technology have been tested over the years by both WARF, the owners of our licensed patents, and Mayo Clinic located in Rochester,
Minnesota, in both pre-clinical models as well as through an institutional review board (“IRB”) approval at Mayo Clinic for
clinical research. In December 2020, we announced the first human commercial use of our Evo cortical electrode in a procedure performed
at the Mayo Clinic. Regarding our ablation electrode, the Cleveland Clinic and representatives from Emory University have performed testing
in bench top models and pre-clinical (or animal testing) models. These pre-clinical tests have demonstrated that the technology is capable
of recording, ablation and acute stimulation.
We received 510(k) U.S. Food and Drug Administration
(“FDA”) clearance for our Evo cortical technology in November 2019, in September 2021 we received FDA clearance to market
our 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, and in October 2022 we received
FDA clearance to market our Evo® sEEG electrode technology for temporary (less than 30 days) use with recording, monitoring, and
stimulation equipment for the recording, monitoring, and stimulation of electrical signals at the subsurface level of the brain.
We submitted a 510(k) application to the FDA for
the OneRF ablation system in June 2023 and responded to FDA comments on November 6, 2023. On December 6, 2023, we received 510(k) FDA
clearance to market the OneRF ablation system for creation of radiofrequency lesion in nervous tissue for functional neurosurgical procedures.
In March 2024, we announced a limited commercial launch of our OneRF ablation system. We do not have a distribution partner for the OneRF
ablation system at this time, and are continuing to pursue potential strategic partnerships for this product.
We intend to develop our Evo sEEG electrode technology
for drug delivery applications in the next 12 months. This device is intended to deliver neurological drugs or gene therapy that are
FDA approved or that are currently planned for clinical trials or in development to allow for monitoring, recording and stimulation and
drug delivery for less than 30 days. In addition to having the capability of delivering a drug through the center lumen, it will also
be able to record brain activity before, during, and after drug delivery.
Strategy
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Introduce cortical strip and grid electrodes for the diagnosis of epilepsy in United States:
In December 2019, we announced that we received FDA 510(k) clearance to market our thin film cortical electrode technology for temporary
(less than 30 days) recording, monitoring, and stimulation on the surface of the brain. Our initial product offering has initially
been and will be placed through traditional surgical means involving a craniotomy until such time, if any, that we launch our minimally
invasive procedure. In July 2020, we entered into a development relationship with Zimmer, pursuant to which we granted Zimmer exclusive
global rights to distribute the cortical strip and grid electrodes, and Zimmer will use commercially reasonable efforts to promote,
market and sell the strip and grid electrodes. We believe, due to physician feedback, that our technology represents a major improvement
over existing cortical electrodes for the recording of brain activity. We are initially targeting epilepsy as we believe this is
a clinical area of great need and a market that is underserved with a quick path to commercialization. We believe the largest and
quickest-to-market geography for our cortical strip and grid technology under development is the United States for a number of reasons,
including the following: (i) many industry sources believe there is a large underserved U.S. market, (ii) healthy procedural reimbursement
for centers and physicians, (iii) average selling prices are robust, and (iv) there is substantial physician enthusiasm for our technology
under development. To date, several institutions around the country have successfully tried and adopted our cortical electrode technology
for diagnostic procedures. |
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Launch depth electrodes for sEEG recording: In September 2021, we announced that we received
FDA 510(k) clearance to market our Evo sEEG electrode technology for temporary (less than 24 hours) use with recording, monitoring,
and stimulation equipment for recording, monitoring, and stimulation of electrical signals at the subsurface level of the brain.
We filed for 510(k) clearance to expand the duration of use up to less than 30 days in November 2021. On October 20, 2022, the Company
received an FDA clearance to market its Evo sEEG electrode technology for temporary (less than 30 days) use with recording, monitoring,
and stimulation equipment for the recording, monitoring, and stimulation of electrical signals at the subsurface level of the brain.
Given the reluctance of patients to undergo epilepsy surgery due to its invasiveness, a number of epilepsy centers have adopted the
use of depth electrodes, which are placed by drilling small holes into the patient’s cranium, thereby avoiding a craniotomy.
We believe our technology offers advantages compared to current depth electrode technology in the market and will also enable us
to offer a therapeutic solution using this same technology in the future. As we continue to develop our technology, we plan to release
further information about the expected advantages of our technology over currently available therapies. |
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Utilize these core technologies to develop all-in-one diagnostic and therapeutic solutions
with the initial focus on a combination diagnostic and ablation electrode: For many patients who currently undergo one surgical procedure
for diagnosis, a second and different procedure or surgery is then required to treat the patient. There is strong physician/surgeon
interest to be able to perform both the diagnostic and therapeutic procedure with the same implanted devices. We are developing our
technology with the goal of being able to offer this benefit although there can be no assurance that we will be able to do so. We
are pursuing cortical grid, strip and depth electrode technology that can record brain activity (diagnose), ablate brain tissue and
also provide both acute and long-term stimulation as well as depth electrode technology that can ablate brain tissue. The technology
has demonstrated these functions in acute and short-term animal models; however, additional development is required to offer a device
that has long-term therapeutic application. These therapeutic technologies are expected to require more robust regulatory approvals
for the United States, ranging from a 510(k) to potential for pre-market approvals with human clinical data. We will engage the FDA
at the proper time to determine the most efficient regulatory path. |
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Develop percutaneous placed electrodes for spinal cord stimulation with scalable contact configurations:
Given that many surgically placed technologies have become less invasive due to patient and physician demands, we believe that our
flexible thin film technology will allow for percutaneous placement of “paddle” shaped electrodes, thus potentially eliminating
the need to make a more invasive surgical procedure. Spinal cord clinical literature over the years has shown that “paddle”
electrodes (flat shaped) require less energy for stimulation (thus saving neurostimulator battery life) and may be associated with
lower revision rates over time. Even then, “paddle” shaped electrodes are used less often due to the more invasive surgical
procedure that is required for placement. But we hope to change that paradigm by creating “paddle” electrodes that can
be implanted percutaneously (less invasively) through a “needle hole incision”. By leveraging our existing FDA cleared
cortical electrode and sEEG technology, we may also be able to offer the ability to improve precision of where the stimulation is
delivered. NeuroOne’s platform thin film technology has the capability to increase the number of contacts in a similar footprint
that has fewer contacts. |
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Gain approval for other brain or motor related disorders such as Parkinson’s with the
therapeutic technologies developed for epilepsy: While we are developing our technology for the diagnosis and treatment of epilepsy,
we believe that our technology has strong application and utilization for other brain or motor related disorders such as Parkinson’s
disease, dystonia, essential tremors and facial pain as these diseases are currently treated with DBS if medications are not effective.
As previously mentioned, we are actively evaluating the potential to offer electrodes that can be implanted for long-term stimulation
applications, but such use will require that we pursue additional approvals from the FDA and any international regulatory bodies
where we seek to commercialize our technology. |
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Explore partnerships with other companies that leverage our core technology: Given that
our technology enables, complements and/or competes with a number of companies that are in the market or attempting to enter the
market with diagnostic or therapeutic technologies to treat brain related disorders, we believe there may be opportunities to establish
mutually beneficial relationships. In addition, our technology may have application in cardiovascular, orthopedic and pain related
indications that could benefit from a high fidelity thin film electrode product that can provide stimulation and/or ablation therapies. |
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Investigate the potential applications associated with Artificial Intelligence: We have
been informed by some of our corporate advisors that the ability to offer scale-able electrode technology that can provide thousands
of electrodes in the brain may be helpful in treating medical conditions that may benefit from using artificial intelligence. The
Company has formed an advisory board that will provide guidance to the Company as we continue to explore the opportunities in this
exciting field. |
Corporate Information
We were originally incorporated as Original
Source Entertainment, Inc. under the laws of the State of Nevada on August 20, 2009. Prior to the closing of the Acquisition, as defined
below, we completed a series of steps contemplated by a Plan of Conversion pursuant to which we, among other things, changed our name
to NeuroOne Medical Technologies Corporation, increased our authorized number of shares of Common Stock from 45,000,000 to 100,000,000,
increased our authorized number of shares of preferred stock from 5,000,000 to 10,000,000 and reincorporated in Delaware. On July 20,
2017, we acquired NeuroOne, Inc. (the “Acquisition”). Immediately following the closing of the Acquisition, the business
of NeuroOne, Inc. became our sole focus. On December 30, 2019, NeuroOne, Inc. merged with and into NeuroOne Medical Technologies Corporation.
Our principal executive offices are located
at 7599 Anagram Drive, Eden Prairie, Minnesota 55344, and our telephone number is 952-426-1383. Our website address is www.nmtc1.com.
Information contained in, or accessible through, our website does not constitute a part of this prospectus.
Implications of Being a Smaller Reporting Company
We are a “smaller reporting company”,
as defined in Rule 12b-2 of the Exchange Act of 1934, as amended (the “Exchange Act”), meaning that the market value of our
shares held by non-affiliates is less than $700 million and our annual revenue was less than $100 million during the most recently completed
fiscal year. We may continue to be a smaller reporting company if either (i) the market value of our shares held by non-affiliates is
less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market
value of our shares held by non-affiliates is less than $700 million. As a smaller reporting company, we may continue to rely on exemptions
from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company,
we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and,
similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.
Additionally, as a smaller reporting company, we may continue to take advantage of the exception from compliance with the auditor attestation
requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended. If investors consider our common shares less attractive as
a result of our election to use the scaled-back disclosure permitted for smaller reporting companies, there may be a less active trading
market for our common shares and our share price may be more volatile.
Securities Exchange Listing
Our common stock is listed on Nasdaq since
May 26, 2021, under the symbol “NMTC.” The applicable prospectus supplement will contain information, where applicable, as
to other listings, if any, on Nasdaq or any other securities market or other exchange of the securities covered by the applicable prospectus
supplement.
The Securities We May Offer
We may offer shares of our common stock and
preferred stock, various series of debt securities and/or warrants to purchase any of such securities, either individually or in combination
with other securities, up to a total aggregate offering price of $150,000,000 from time to time in one or more offerings under this prospectus,
together with the applicable prospectus supplement and any related free writing prospectus, at prices and on terms to be determined at
the time of any offering. This prospectus provides you with a general description of the securities we may offer. Each time we offer
a type or series of securities under this prospectus, we will provide a prospectus supplement that will describe the specific amounts,
prices and other important terms of the securities, including, to the extent applicable:
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designation or classification; |
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aggregate principal amount or aggregate offering price; |
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maturity, if applicable; |
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original issue discount, if any; |
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rates and times of payment of interest or dividends, if any; |
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redemption, conversion, exchange or sinking fund terms, if any; |
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ranking, if applicable; |
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restrictive covenants, if any; |
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voting or other rights, if any; |
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conversion or exchange prices or rates, if any, and, if applicable, any provisions for changes
to or adjustments in the conversion or exchange prices or rates and in the securities or other property receivable upon conversion
or exchange; and |
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important U.S. federal income tax considerations, if any. |
The applicable prospectus supplement and any
related free writing prospectus that we may authorize to be provided to you may also add, update or change any of the information contained
in this prospectus or in the documents we have incorporated by reference. However, no prospectus supplement or free writing prospectus
will offer a security that is not registered and described in this prospectus at the time of the effectiveness of the registration statement
of which this prospectus is a part.
We may sell the securities directly to investors
or to or through agents, underwriters or dealers. We, and our or their agents, underwriters or dealers reserve the right to accept or
reject all or part of any proposed purchase of securities. If we do offer securities to or through agents, underwriters or dealers, we
will include in the applicable prospectus supplement:
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the names of those underwriters or agents; |
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applicable fees, discounts and commissions to be paid to them; |
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details regarding over-allotment options, if any; and |
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the estimated net proceeds to us. |
This prospectus may not be used to consummate
a sale of securities unless it is accompanied by a prospectus supplement.
Common Stock.
We may offer shares of our common stock from time to time. Holders of our common stock are entitled to one vote per share for the election
of directors and on all other matters that require stockholder approval, as further set forth herein under the heading “Description
of Common Stock.” Subject to any preferential rights of any then outstanding preferred stock, in the event of our liquidation,
dissolution or winding up, holders of our common stock are entitled to share ratably in the assets remaining after payment of liabilities
and the liquidation preferences of any then outstanding preferred stock. Our common stock does not carry any preemptive rights enabling
a holder to subscribe for, or receive shares of, any class of our common stock or any other securities convertible into shares of any
class of our common stock, or any redemption rights. We urge you, however, to read the applicable prospectus supplement (and any related
free writing prospectus) related to any common stock being offered.
Preferred Stock.
We may issue shares of our preferred stock from time to time, in one or more series. Our board of directors will determine the designations,
voting powers, preferences and rights of the preferred stock, as well as the qualifications, limitations or restrictions thereof, including
dividend rights, conversion rights, preemptive rights, terms of redemption or repurchase, liquidation preferences, sinking fund terms
and the number of shares constituting any series or the designation of any series, any or all which may be greater than the rights of
our common stock. Convertible preferred stock will be convertible into our common stock or exchangeable for other securities. Conversion
may be mandatory or at your option and would be at prescribed conversion rates.
We will fix the rights,
preferences, privileges, qualifications and restrictions of the preferred stock of each series that we sell under this prospectus and
applicable prospectus supplements in a certificate of designation relating to that series. We will file as an exhibit to, or incorporate
by reference into, the registration statement of which this prospectus is a part the form of any certificate of designation that describes
the terms of the series of preferred stock we are offering before the issuance of the related series of preferred stock. We urge you
to read the prospectus supplement (and any related free writing prospectus) related to the series of preferred stock being offered, as
well as the complete certificate of designation that contains the terms of the applicable series of preferred stock.
Debt Securities.
We may issue debt securities from time to time, in one or more series, as either senior or subordinated debt or as senior or subordinated
convertible debt. The senior debt securities will rank equally with any other unsecured and unsubordinated debt. The subordinated debt
securities will be subordinate and junior in right of payment, to the extent and in the manner described in the instrument governing
the debt, to all of our senior indebtedness. Convertible or exchangeable debt securities will be convertible into or exchangeable for
our common stock or our other securities. Conversion or exchange may be mandatory or optional (at our option or the holders’ option)
and would be at prescribed conversion or exchange rates.
Any debt securities
issued under this prospectus will be issued under one or more documents called indentures, which are contracts between us and a national
banking association or other eligible party, as trustee. In this prospectus, we have summarized certain general features of the debt
securities under “Description of Debt Securities.” We urge you, however, to read the applicable prospectus supplement (and
any free writing prospectus that we may authorize to be provided to you) related to the series of debt securities being offered, as well
as the complete indenture and any supplemental indentures that contain the terms of the debt securities. A form of indenture has been
filed as an exhibit to the registration statement of which this prospectus is a part, and supplemental indentures and forms of debt securities
containing the terms of the debt securities being offered will be filed as exhibits to the registration statement of which this prospectus
is a part or will be incorporated by reference from reports that we file with the SEC.
Warrants.
We may issue warrants for the purchase of common stock, preferred stock and/or debt securities, in one or more series. We may issue warrants
independently or in combination with common stock, preferred stock and/or debt securities offered by any prospectus supplement. In this
prospectus, we have summarized certain general features of the warrants under “Description of Warrants.” We urge you, however,
to read the applicable prospectus supplement (and any related free writing prospectus that we may authorize to be provided to you) related
to the particular series of warrants being offered, as well as any warrant agreements and warrant certificates, as applicable, that contain
the terms of the warrants. We have filed forms of the warrant agreements and forms of warrant certificates containing the terms of the
warrants that may be offered as exhibits to the registration statement of which this prospectus is a part. We will file as exhibits to
the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC,
the form of warrant and/or the warrant agreement and warrant certificate, as applicable, that contain the terms of the particular series
of warrants we are offering, and any supplemental agreements, before the issuance of such warrants.
Any warrants issued
under this prospectus may be evidenced by warrant certificates. Warrants also may be issued under an applicable warrant agreement that
we enter into with a warrant agent. We will indicate the name and address of the warrant agent, if applicable, in the prospectus supplement
relating to the particular series of warrants being offered.
Use of Proceeds.
Except as described in any prospectus supplement or any related free writing prospectus that we may authorize to be provided to you,
we currently intend to use the net proceeds from the sale of the securities offered hereby for general corporate purposes, which may
include research and development, capital expenditures, working capital and general and administrative expenses. See “Use of Proceeds”
in this prospectus.
RISK FACTORS
Investing in our securities involves a high degree
of risk. Before making an investment decision, you should carefully consider the risks described under “Risk Factors” in
the applicable prospectus supplement, together with all of the other information under similar headings appearing in this prospectus
or incorporated by reference into this prospectus and any applicable prospectus supplement, in light of your particular investment objectives
and financial circumstances. Our business, financial condition or results of operations could be materially adversely affected by any
of these risks. The trading price of our securities could decline due to any of these risks, and you may lose all or part of your investment.
This prospectus and the incorporated documents also contain forward-looking statements that involve risks and uncertainties. Our actual
results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including
the risks mentioned elsewhere in this prospectus. Such factors, if they were to occur, could materially adversely affect our financial
condition or future results. Although we are not aware of any other factors that we currently anticipate will cause our forward-looking
statements to differ materially from our future actual results, or materially affect the Company’s financial condition or future
results, additional risks and uncertainties not currently known to us or that we currently deem to be immaterial might materially adversely
affect our actual business, financial condition and/or operating results. You should also consider the risks, uncertainties and assumptions
discussed under the heading “Risk Factors” included in our most recent Annual Report on Form 10-K and any subsequent Quarterly
Reports on Form 10-Q or Current Reports on Form 8-K, which is on file with the SEC and incorporated herein by reference, and which may
be amended, supplemented or superseded from time to time by other reports we file with the SEC in the future. See “Where You Can
Find More Information” and “Incorporation of Certain Information by Reference”.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, including
the documents that we incorporate by reference, contains forward-looking statements within the meaning of Section 27A of the Securities
Act, and Section 21E of the Exchange Act. Any statements about our expectations, beliefs, plans, objectives, assumptions or future events
or performance are not historical facts and may be forward-looking uncertainties. In some cases, you can identify forward-looking statements
by the use of words or phrases such as “anticipates,” “could,” “would,” “should,” “will,”
“would,” “may,” “might,” “potential,” “contemplates,” “estimates,”
“plans,” “seeks,” “projects,” “predicts,” “targets,” “objectives,”
“continuing,” “ongoing,” “expects,” “management believes,” “we believe,”
“we intend,” or the negative of these terms, or other comparable terminology intended to identify statements about the future.
Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this prospectus, and
in particular those factors included in the sections entitled “Risk Factors” in this prospectus and in our most recent Annual
Report on Form 10-K and our most recent Quarterly Report on Form 10-Q, which are on file with the SEC and incorporated herein by reference.
Forward-looking statements
are based on management’s current expectations, estimates, forecasts and projections about our business and the industry in which
we operate, and management’s beliefs and assumptions are not guarantees of future performance or development and involve known
and unknown risks, uncertainties and other factors that are in some cases beyond our control. You should refer to the “Risk Factors”
sections of our Annual Report on Form 10-K and our Quarterly Report on Form 10-Q for a discussion of important factors that may cause
our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors,
we cannot assure you that the forward-looking statements in this Report will prove to be accurate. Furthermore, if our forward-looking
statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking
statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our
objectives and plans in any specified time frame, or at all.
You should carefully
read this prospectus, any applicable prospectus supplement and any related free writing prospectus, together with the information incorporated
herein or therein by reference as described under the section titled “Incorporation of Certain Information by Reference,”
and with the understanding that our actual future results may materially differ from what we expect.
Except as required by
law, forward-looking statements speak only as of the date of this prospectus, and we assume no obligation to update or revise any forward-looking
statements for any reason, even if new information becomes available in the future. You should, however, review the factors and risks
and other information we describe in the reports we will file from time to time with the SEC after the date of this prospectus.
USE OF PROCEEDS
We intend to use the net proceeds from the sale
of any securities offered under this prospectus for general corporate purposes unless otherwise indicated in the applicable prospectus
supplement. General corporate purposes may include funding research and development expenses for our clinical and preclinical pipeline,
in-licensing or acquiring other products or technologies, working capital and capital expenditures. We have not determined the amount
of net proceeds to be used specifically for such purposes. As a result, management will retain broad discretion over the allocation of
net proceeds. We will set forth in the applicable prospectus supplement or free writing prospectus our intended use for the net proceeds
received from the sale of any securities sold pursuant to the prospectus supplement or free writing prospectus.
SECURITIES WE MAY OFFER
This prospectus contains summary descriptions
of the securities we may offer from time to time. These summary descriptions are not meant to be complete descriptions of each security.
The particular terms of any securities will be described in the applicable prospectus supplement.
DESCRIPTION OF COMMON STOCK
The following summary description of our common
stock is based on the provisions of our certificate of incorporation, as amended, and bylaws and the applicable provisions of the Delaware
General Corporation Law, as amended (the “DGCL”). This information is qualified entirely by reference to the applicable provisions
of our certificate of incorporation, as amended, our bylaws and the Delaware General Corporation Law. For information on how to obtain
copies of our certificate of incorporation, as amended, and our bylaws, which are exhibits to the registration statement of which this
prospectus is a part, see “Where You Can Find More Information.” We refer in this section to certificate of incorporation,
as amended, and our bylaws as our “certificate of incorporation” and our “bylaws”, respectively.
Our authorized capital
stock consists of 100,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value
$0.001 per share.
As of June 30, 2024, 27,846,722 shares of common
stock were outstanding. All outstanding shares of common stock are duly authorized, validly issued, fully paid, and nonassessable. All
authorized but unissued shares of our common stock are available for issuance by our board of directors without any further stockholder
action, except as required by the listing standards of Nasdaq.
Holders of the Company’s common stock are
entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting
rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors.
Holders of the Company’s common stock representing a majority of the voting power of the Company’s capital stock issued,
outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of stockholders.
A vote by the holders of a majority of the Company’s outstanding common stock is required to effectuate certain fundamental corporate
changes such as liquidation, merger or an amendment to the Company’s certificate of incorporation.
Holders of the Company’s common stock are
entitled to share in all dividends that the Company’s board of directors, in its discretion, declares from legally available funds.
In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets
that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock.
The Company’s common stock has no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to
the Company’s common stock.
The Company’s certificate of
incorporation authorizes the issuance of 10,000,000 shares of “blank check” preferred stock, par value $0.001 per share,
in one or more series, subject to any limitations prescribed by law, without further vote or action by the stockholders. Each such
series of preferred stock shall have such number of shares, designations, preferences, voting powers, qualifications, and special or
relative rights or privileges as shall be determined by our board of directors, which may include, among others, dividend rights,
voting rights, liquidation preferences, conversion rights and preemptive rights.
Options and Restricted Stock
As of June 30, 2024, (i) 289,215 shares of
common stock remain available for issuance under our 2017 Equity Incentive Plan and 2021 Inducement Plan, (ii) stock options to purchase
an aggregate of 2,814,096 shares of common stock were outstanding under our 2017 Equity Incentive Plan and 2021 Inducement Plan, and
(iii) 1,167,572 unvested shares of restricted stock units were outstanding under our 2017 Equity Incentive Plan and 2021 Inducement Plan.
Warrants
As of June 30, 2024, 4,863,566 shares of common
stock were issuable for outstanding warrants.
Registration Rights
2021 Private Placement
On January 12, 2021, we entered into a Common
Stock and Warrant Purchase Agreement with certain accredited investors, pursuant to which the Company, in a private placement, agreed
to issue and sell an aggregate of 12,500,000 shares of common stock and warrants to purchase an aggregate of 12,500,000 shares of common
stock, at an aggregate purchase price of $1.00 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 private placement closed on January 14, 2021.
In connection with the private placement, we
agreed to file, within 30 days of the closing of the private placement, a registration statement on Form S-1 with the SEC covering
the resale of the shares of common stock and warrants sold in the private placement and the shares of common stock underlying the
warrants. Such registration statement was filed with the SEC on February 10, 2021 and declared effective by the SEC on March 8,
2021. We have agreed to use our best efforts to keep the registration statement continuously effective until the earlier of (i) the
date that all registrable securities have been sold, pursuant to such registration statement or pursuant to Rule 144, or (ii) the
date that all registrable securities may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the
requirement that we are in compliance with the current public information requirement under Rule 144.
2024 Private Placement
On August 1, 2024, we entered into a Securities
Purchase Agreement with certain accredited investors, pursuant to which the Company, in a private placement, agreed to issue and sell
(i) an aggregate of 2,944,446 shares of our common stock and (ii) warrants to purchase an aggregate of 2,208,333 shares of our common
stock, at a purchase price of $0.90 per share of common stock and corresponding 0.75 warrant, resulting in total gross proceeds of $2.65
million before deducting estimated offering expenses. The private placement closed on August 2, 2024.
In connection
with the private placement, we agreed to file, within 30 days of the closing of the private placement, a registration statement on Form
S-3 with the SEC covering the resale of the shares of common stock and warrants sold in the private placement and the shares of common
stock underlying the warrants.
Anti-Takeover Effects
We are subject to Section 203 of the Delaware
General Corporation Law (“Section 203”). Section 203 generally prohibits a public Delaware corporation from engaging in a
“business combination” with an “interested stockholder” for a period of three years after the date of the transaction
in which the person became an interested stockholder, unless:
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prior to the date of the transaction, the board of directors of the corporation approved either
the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; |
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the interested stockholder owned at least 85% of the voting stock of the corporation outstanding
upon consummation of the transaction, excluding for purposes of determining the number of shares outstanding (a) shares owned by
persons who are directors and also officers and (b) shares owned by employee stock plans in which employee participants do not have
the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or |
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on or subsequent to the consummation of the transaction, the business combination is approved by
the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative
vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder. |
Section 203 defines a business combination to
include:
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any merger or consolidation involving the corporation and the interested stockholder; any sale,
transfer, pledge or other disposition involving the interested stockholder of 10% or more of the assets of the corporation; |
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subject to exceptions, any transaction involving the corporation that has the effect of increasing
the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; |
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subject to exceptions, any transaction that results in the issuance or transfer by the corporation
of any stock of the corporation to the interested stockholder; and |
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the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges
or other financial benefits provided by or through the corporation. |
In general, Section 203 defines an interested
stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity
or person that is an affiliate or associate of such entity or person.
Securities Exchange Listing
Our common stock is listed on the Nasdaq Capital
Market under the symbol “NMTC.”
Transfer Agent and Registrar
The transfer agent and registrar for our common
stock is Equiniti Trust Company LLC.
DESCRIPTION OF PREFERRED STOCK
We have authority
to issue up to 10,000,000 shares of preferred stock, par value $0.001 per share. All of our authorized preferred stock is undesignated.
As of June 30, 2024, no shares of preferred stock were outstanding.
We may issue any class
of preferred stock in any series. Our board of directors has the authority to establish and designate series, and to fix the number of
shares included in each such series and to determine or alter for each such series, such voting powers, designation, preferences, and
relative participating, optional, or other rights and such qualifications, limitations or restrictions thereof. Our board of directors
is not restricted in repurchasing or redeeming such stock while there is any arrearage in the payment of dividends or sinking fund installments.
Our board of directors is authorized to increase or decrease the number of shares of any series subsequent to the issuance of shares
of that series, but not below the number of shares of such series then outstanding. The number of authorized shares of preferred stock
may be increased or decreased, but not below the number of shares thereof then outstanding, by the affirmative vote of the holders of
a majority of the common stock, without a vote of the holders of the preferred stock, or of any series thereof, unless a vote of any
such holders is required pursuant to the terms of any certificate of designation filed with respect to any series of preferred stock.
Prior to issuance of
shares of any series of preferred stock, our board of directors is required by Delaware law to adopt resolutions and file a
certificate of designation with the Secretary of State of the State of Delaware. The certificate of designation fixes for each class
or series the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other
distributions, qualifications and terms or conditions of redemption for each class or series. Any shares of preferred stock will,
when issued, be fully paid and non-assessable.
For any series of preferred
stock that we may issue, our board of directors will determine and the prospectus supplement relating to such series will describe:
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the purchase price, title and stated value of the preferred stock; |
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the number of shares of the preferred stock offered, the liquidation preference per share and the
offering price of the preferred stock; |
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the dividend rate(s), period(s) or payment date(s) or method(s) of calculation applicable to the
preferred stock; |
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whether dividends are cumulative or non-cumulative and, if cumulative, the date from which dividends
on the preferred stock will accumulate; |
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our right, if any, to defer payment of dividends and the maximum length of any such deferral period; |
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the procedures for auction and remarketing, if any, for the preferred stock; |
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the provisions for a sinking fund, if any, for the preferred stock; |
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the provision for redemption, if applicable, of the preferred stock; |
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any listing of the preferred stock on any securities exchange; |
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the terms and conditions, if applicable, upon which the preferred stock will be convertible into
common stock, including the conversion price or manner of calculation and conversion period; |
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voting rights, if any, of the preferred stock; |
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preemptive rights, if any, of the preferred stock; |
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restrictions on transfer, sale or other assignment, if any, of the preferred stock; |
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whether interests in the preferred stock will be represented by depositary shares; |
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a discussion of any material or special U.S. federal income tax considerations applicable to the
preferred stock; |
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the relative ranking and preferences of the preferred stock as to dividend rights and rights upon
the liquidation, dissolution or winding up of our affairs; |
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any limitations on issuance of any class or series of preferred stock ranking senior to or on a
parity with the class or series of preferred stock as to dividend rights and rights upon the liquidation, dissolution or winding
up of our affairs; and |
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any other specific terms, preferences, rights, limitations or restrictions of the preferred stock. |
Delaware law provides
that the holders of preferred stock will have the right to vote separately as a class (or, in some cases, as a series) on an amendment
to our certificate of incorporation if the amendment would change the par value or, unless the certificate of incorporation then in effect
provides otherwise, the number of authorized shares of such class or change the powers, preferences or special rights of such class or
series so as to adversely affect the class or series, as the case may be. This right is in addition to any voting rights that may be
provided for in the applicable certificate of designation.
DESCRIPTION OF DEBT SECURITIES
We may issue debt securities from time to time,
in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt. While the terms we have summarized
below will apply generally to any debt securities that we may offer under this prospectus, we will describe the particular terms of any
debt securities that we may offer in more detail in the applicable prospectus supplement. The terms of any debt securities offered under
a prospectus supplement may differ from the terms described below. Unless the context requires otherwise, whenever we refer to the indenture,
we are referring to the base indenture, as well as any supplemental indentures that specify the terms of a particular series of debt
securities.
We will issue the debt securities under the indenture
that we will enter into with the trustee named in the indenture. The indenture will be qualified under the Trust Indenture Act of 1939,
as amended (the “Trust Indenture Act”). We have filed the form of base indenture as an exhibit to the registration statement
of which this prospectus is a part, and any supplemental indentures and forms of debt securities containing the terms of the debt securities
being offered will be filed as exhibits to the registration statement of which this prospectus is a part, or will be incorporated by
reference from, reports that we file with the SEC.
The following summary of material provisions of
the debt securities and the indenture is subject to, and qualified in its entirety by reference to, all of the provisions of the indenture
applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplements and any related free
writing prospectuses related to the debt securities that we may offer under this prospectus, as well as the complete indenture that contains
the terms of the debt securities.
General
The indenture does not limit the amount of debt
securities that we may issue. It provides that we may issue debt securities up to the principal amount that we may authorize and may
be in any currency or currency unit that we may designate. Except for the limitations on consolidation, merger and sale of all or substantially
all of our assets contained in the indenture, the terms of the indenture do not contain any covenants or other provisions designed to
give holders of any debt securities protection against changes in our operations, financial condition or transactions involving us.
We may issue the debt securities issued under
the indenture as “discount securities,” which means they may be sold at a discount below their stated principal amount. These
debt securities, as well as other debt securities that are not issued at a discount, may be issued with “original issue discount,”
or OID, for U.S. federal income tax purposes because of interest payment and other characteristics or terms of the debt securities. Material
U.S. federal income tax considerations applicable to debt securities issued with OID will be described in more detail in any applicable
prospectus supplement.
We will describe in the applicable prospectus
supplement the terms of the series of debt securities being offered, including:
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the title of the series of debt securities; |
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any limit upon the aggregate principal amount that may be issued; |
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the maturity date or dates on which the principal of the debt securities of the series is payable; |
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the form of the debt securities of the series; |
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the applicability of any guarantees; |
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whether or not the debt securities will be secured or unsecured, and the terms of any secured debt; |
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whether the debt securities rank as senior debt, senior subordinated debt, subordinated debt or
any combination thereof, and the terms of any subordination; |
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if the price (expressed as a percentage of the aggregate principal amount thereof) at which such
debt securities will be issued is a price other than the principal amount thereof, the portion of the principal amount thereof payable
upon declaration of acceleration of the maturity thereof, or if applicable, the portion of the principal amount of such debt securities
that is convertible into another security or the method by which any such portion shall be determined; |
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the interest rate or rates, which may be fixed or variable, or the method for determining the rate
and the date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment
dates or the method for determining such dates; |
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our right, if any, to defer payment of interest and the maximum length of any such deferral period; |
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if applicable, the date or dates after which, or the period or periods during which, and the price
or prices at which, we may, at our option, redeem the series of debt securities pursuant to any optional or provisional redemption
provisions and the terms of those redemption provisions; |
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the date or dates, if any, on which, and the price or prices at which we are obligated, pursuant
to any mandatory sinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s option to purchase,
the series of debt securities and the currency or currency unit in which the debt securities are payable; |
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the denominations in which we will issue the series of debt securities, if other than denominations
of $1,000 and any integral multiple thereof; |
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any and all terms, if applicable, relating to any auction or remarketing of the debt securities
of that series and any security for our obligations with respect to such debt securities and any other terms which may be advisable
in connection with the marketing of debt securities of that series; |
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whether the debt securities of the series shall be issued in whole or in part in the form of a
global security or securities; |
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the terms and conditions, if any, upon which such global security or securities may be exchanged
in whole or in part for other individual securities; and the depositary for such global security or securities; |
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if applicable, the provisions relating to conversion or exchange of any debt securities of the
series and the terms and conditions upon which such debt securities will be so convertible or exchangeable, including the conversion
or exchange price, as applicable, or how it will be calculated and may be adjusted, any mandatory or optional (at our option or the
holders’ option) conversion or exchange features, the applicable conversion or exchange period and the manner of settlement
for any conversion or exchange; |
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if other than the full principal amount thereof, the portion of the principal amount of debt securities
of the series which shall be payable upon declaration of acceleration of the maturity thereof; |
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additions to or changes in the covenants applicable to the particular debt securities being issued,
including, among others, the consolidation, merger or sale covenant; |
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additions to or changes in the events of default with respect to the securities and any change
in the right of the trustee or the holders to declare the principal, premium, if any, and interest, if any, with respect to such
securities to be due and payable; |
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additions to or changes in or deletions of the provisions relating to covenant defeasance and legal
defeasance; |
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additions to or changes in the provisions relating to satisfaction and discharge of the indenture; |
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additions to or changes in the provisions relating to the modification of the indenture both with
and without the consent of holders of debt securities issued under the indenture; |
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the currency of payment of debt securities if other than U.S. dollars and the manner of determining
the equivalent amount in U.S. dollars; |
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whether interest will be payable in cash or additional debt securities at our or the holders’
option and the terms and conditions upon which the election may be made; |
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the terms and conditions, if any, upon which we will pay amounts in addition to the stated interest,
premium, if any and principal amounts of the debt securities of the series to any holder that is not a “United States person”
for federal tax purposes; |
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any restrictions on transfer, sale or assignment of the debt securities of the series; and |
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any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities,
any other additions or changes in the provisions of the indenture, and any terms that may be required by us or advisable under applicable
laws or regulations. |
Conversion or Exchange Rights
We will set forth in the applicable prospectus
supplement the terms on which a series of debt securities may be convertible into or exchangeable for our common stock or our other securities.
We will include provisions as to settlement upon conversion or exchange and whether conversion or exchange is mandatory, at the option
of the holder or at our option. We may include provisions pursuant to which the number of shares of our common stock or our other securities
that the holders of the series of debt securities receive would be subject to adjustment.
Consolidation, Merger or Sale
Unless we provide otherwise in the prospectus
supplement applicable to a particular series of debt securities, the indenture will not contain any covenant that restricts our ability
to merge or consolidate, or sell, convey, transfer or otherwise dispose of our assets as an entirety or substantially as an entirety.
However, any successor to or acquirer of such assets (other than a subsidiary of ours) must assume all of our obligations under the indenture
or the debt securities, as appropriate.
Events of Default under the Indenture
Unless we provide otherwise in the prospectus
supplement applicable to a particular series of debt securities, the following are events of default under the indenture with respect
to any series of debt securities that we may issue:
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if we fail to pay any installment of interest on any series of debt securities, as and when the
same shall become due and payable, and such default continues for a period of 90 days; provided, however, that a valid extension
of an interest payment period by us in accordance with the terms of any indenture supplemental thereto shall not constitute a default
in the payment of interest for this purpose; |
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if we fail to pay the principal of, or premium, if any, on any series of debt securities as and
when the same shall become due and payable whether at maturity, upon redemption, by declaration or otherwise, or in any payment required
by any sinking or analogous fund established with respect to such series; provided, however, that a valid extension of the maturity
of such debt securities in accordance with the terms of any indenture supplemental thereto shall not constitute a default in the
payment of principal or premium, if any; |
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if we fail to observe or perform any other covenant or agreement contained in the debt securities
or the indenture, other than a covenant specifically relating to another series of debt securities, and our failure continues for
90 days after we receive written notice of such failure, requiring the same to be remedied and stating that such is a notice of default
thereunder, from the trustee or holders of at least 25% in aggregate principal amount of the outstanding debt securities of the applicable
series; and |
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if specified events of bankruptcy, insolvency or reorganization occur. |
If an event of default with respect to debt securities
of any series occurs and is continuing, other than an event of default specified in the last bullet point above, the trustee or the holders
of at least 25% in aggregate principal amount of the outstanding debt securities of that series, by notice to us in writing, and to the
trustee if notice is given by such holders, may declare the unpaid principal of, premium, if any, and accrued interest, if any, due and
payable immediately. If an event of default specified in the last bullet point above occurs with respect to us, the principal amount
of and accrued interest, if any, of each issue of debt securities then outstanding shall be due and payable without any notice or other
action on the part of the trustee or any holder.
The holders of a majority in principal amount
of the outstanding debt securities of an affected series may waive any default or event of default with respect to the series and its
consequences, except defaults or events of default regarding payment of principal, premium, if any, or interest, unless we have cured
the default or event of default in accordance with the indenture. Any waiver shall cure the default or event of default.
Subject to the terms of the indenture, if an event
of default under an indenture shall occur and be continuing, the trustee will be under no obligation to exercise any of its rights or
powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities, unless such
holders have offered the trustee reasonable indemnity. The holders of a majority in principal amount of the outstanding debt securities
of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee,
or exercising any trust or power conferred on the trustee, with respect to the debt securities of that series, provided that:
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the direction so given by the holder is not in conflict with any law or the applicable indenture;
and |
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subject to its duties under the Trust Indenture Act, the trustee need not take any action that
might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding. |
A holder of the debt securities of any series
will have the right to institute a proceeding under the indenture or to appoint a receiver or trustee, or to seek other remedies only
if:
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the holder has given written notice to the trustee of a continuing event of default with respect
to that series; |
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the holders of at least 25% in aggregate principal amount of the outstanding debt securities of
that series have made written request; |
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such holders have offered to the trustee indemnity satisfactory to it against the costs, expenses
and liabilities to be incurred by the trustee in compliance with the request; and |
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the trustee does not institute the proceeding, and does not receive from the holders of a majority
in aggregate principal amount of the outstanding debt securities of that series other conflicting directions within 90 days after
the notice, request and offer. |
These limitations do not apply to a suit instituted
by a holder of debt securities if we default in the payment of the principal, premium, if any, or interest on, the debt securities.
We will periodically file statements with the
trustee regarding our compliance with specified covenants in the indenture.
Modification of Indenture; Waiver
We and the trustee may change an indenture without
the consent of any holders with respect to specific matters:
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to cure any ambiguity, defect or inconsistency in the indenture or in the debt securities of any
series; |
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to comply with the provisions described above under “Description of Debt Securities—Consolidation,
Merger or Sale;” |
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to provide for uncertificated debt securities in addition to or in place of certificated debt securities; |
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to add to our covenants, restrictions, conditions or provisions such new covenants, restrictions,
conditions or provisions for the benefit of the holders of all or any series of debt securities, to make the occurrence, or the occurrence
and the continuance, of a default in any such additional covenants, restrictions, conditions or provisions an event of default or
to surrender any right or power conferred upon us in the indenture; |
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to add to, delete from or revise the conditions, limitations, and restrictions on the authorized
amount, terms, or purposes of issue, authentication and delivery of debt securities, as set forth in the indenture; |
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to make any change that does not adversely affect the interests of any holder of debt securities
of any series in any material respect; |
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to provide for the issuance of and establish the form and terms and conditions of the debt securities
of any series as provided above under “Description of Debt Securities—General” to establish the form of any certifications
required to be furnished pursuant to the terms of the indenture or any series of debt securities, or to add to the rights of the
holders of any series of debt securities; |
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to evidence and provide for the acceptance of appointment under any indenture by a successor trustee; |
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to comply with the applicable procedures of the depository; or |
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to comply with any requirements of the SEC in connection with the qualification of any indenture
under the Trust Indenture Act. |
In addition, under the indenture, the rights of
holders of a series of debt securities may be changed by us and the trustee with the written consent of the holders of at least a majority
in aggregate principal amount of the outstanding debt securities of each series that is affected. However, unless we provide otherwise
in the prospectus supplement applicable to a particular series of debt securities, we and the trustee may make the following changes
only with the consent of each holder of any outstanding debt securities affected:
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extending the fixed maturity of any debt securities of any series; |
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reducing the principal amount, reducing the rate of or extending the time
of payment of interest, or reducing any premium payable upon the redemption of any series of any debt securities; or |
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reducing the percentage of debt securities, the holders of which are required
to consent to any amendment, supplement, modification or waiver. |
Discharge
Each indenture provides that we can elect to be
discharged from our obligations with respect to one or more series of debt securities, except for specified obligations, including obligations
to:
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register the transfer or exchange of debt securities of the series; |
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replace stolen, lost or mutilated debt securities of the series; |
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pay principal of and premium and interest on any debt securities of the
series; |
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maintain paying agencies; |
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hold monies for payment in trust; |
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recover excess money held by the trustee; |
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compensate and indemnify the trustee; and |
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appoint any successor trustee. |
In order to exercise our rights to be discharged,
we must deposit with the trustee money or government obligations sufficient to pay all the principal of, any premium, if any, and interest
on, the debt securities of the series on the dates payments are due.
Form, Exchange and Transfer
We will issue the debt securities of each series
only in fully registered form without coupons and, unless we provide otherwise in the applicable prospectus supplement, in denominations
of $1,000 and any integral multiple thereof. The indenture provides that we may issue debt securities of a series in temporary or permanent
global form and as book-entry securities that will be deposited with, or on behalf of, The Depository Trust Company (“DTC”),
or another depositary named by us and identified in the applicable prospectus supplement with respect to that series. To the extent the
debt securities of a series are issued in global form and as book-entry, a description of terms relating to any book-entry securities
will be set forth in the applicable prospectus supplement.
At the option of the holder, subject to the terms
of the indenture and the limitations applicable to global securities described in the applicable prospectus supplement, the holder of
the debt securities of any series can exchange the debt securities for other debt securities of the same series, in any authorized denomination
and of like tenor and aggregate principal amount.
Subject to the terms of the indenture and the
limitations applicable to global securities set forth in the applicable prospectus supplement, holders of the debt securities may present
the debt securities for exchange or for registration of transfer, duly endorsed or with the form of transfer endorsed thereon duly executed
if so required by us or the security registrar, at the office of the security registrar or at the office of any transfer agent designated
by us for this purpose. Unless otherwise provided in the debt securities that the holder presents for transfer or exchange, we will impose
no service charge for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges.
We will name in the applicable prospectus supplement
the security registrar, and any transfer agent in addition to the security registrar, that we initially designate for any debt securities.
We may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office
through which any transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for the
debt securities of each series.
If we elect to redeem the debt securities of any
series, we will not be required to:
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issue, register the transfer of, or exchange any debt securities of that
series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of any debt
securities that may be selected for redemption and ending at the close of business on the day of the mailing; or |
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register the transfer of or exchange any debt securities so selected for
redemption, in whole or in part, except the unredeemed portion of any debt securities we are redeeming in part. |
Information Concerning the Trustee
The trustee, other than during the occurrence
and continuance of an event of default under an indenture, undertakes to perform only those duties as are specifically set forth in the
applicable indenture. Upon an event of default under an indenture, the trustee must use the same degree of care as a prudent person would
exercise or use in the conduct of his or her own affairs. Subject to this provision, the trustee is under no obligation to exercise any
of the powers given it by the indenture at the request of any holder of debt securities unless it is offered reasonable security and
indemnity against the costs, expenses and liabilities that it might incur.
Payment and Paying Agents
Unless we otherwise indicate in the applicable
prospectus supplement, we will make payment of the interest on any debt securities on any interest payment date to the person in whose
name the debt securities, or one or more predecessor securities, are registered at the close of business on the regular record date for
the interest.
We will pay principal of and any premium and interest
on the debt securities of a particular series at the office of the paying agents designated by us, except that unless we otherwise indicate
in the applicable prospectus supplement, we will make interest payments by check that we will mail to the holder or by wire transfer
to certain holders. Unless we otherwise indicate in the applicable prospectus supplement, we will designate the corporate trust office
of the trustee as our sole paying agent for payments with respect to debt securities of each series. We will name in the applicable prospectus
supplement any other paying agents that we initially designate for the debt securities of a particular series. We will maintain a paying
agent in each place of payment for the debt securities of a particular series.
All money we pay to a paying agent or the trustee
for the payment of the principal of or any premium or interest on any debt securities that remains unclaimed at the end of two years
after such principal, premium or interest has become due and payable will be repaid to us, and the holder of the debt security thereafter
may look only to us for payment thereof.
Governing Law
The indenture and the debt securities will be
governed by and construed in accordance with the internal laws of the State of New York, except to the extent that the Trust Indenture
Act of 1939 is applicable.
DESCRIPTION OF WARRANTS
The following description, together with the additional
information we may include in any applicable prospectus supplement and free writing prospectus, summarizes the material terms and provisions
of the warrants that we may offer under this prospectus, which may consist of warrants to purchase common stock, preferred stock or debt
securities and may be issued in one or more series. Warrants may be offered independently or in combination with common stock, preferred
stock or debt securities offered by any prospectus supplement. While the terms we have summarized below will apply generally to any warrants
that we may offer under this prospectus, we will describe the particular terms of any series of warrants in more detail in the applicable
prospectus supplement. The following description of warrants will apply to the warrants offered by this prospectus unless we provide
otherwise in the applicable prospectus supplement. The applicable prospectus supplement for a particular series of warrants may specify
different or additional terms.
We have filed forms of the warrant agreements
and forms of warrant certificates containing the terms of the warrants that may be offered as exhibits to the registration statement
of which this prospectus is a part. We will file as exhibits to the registration statement of which this prospectus is a part, or will
incorporate by reference from reports that we file with the SEC, the form of warrant and/or the warrant agreement and warrant certificate,
as applicable, that contain the terms of the particular series of warrants we are offering, and any supplemental agreements, before the
issuance of such warrants. The following summaries of material terms and provisions of the warrants are subject to, and qualified in
their entirety by reference to, all the provisions of the form of warrant and/or the warrant agreement and warrant certificate, as applicable,
and any supplemental agreements applicable to a particular series of warrants that we may offer under this prospectus. We urge you to
read the applicable prospectus supplement related to the particular series of warrants that we may offer under this prospectus, as well
as any related free writing prospectus, and the complete form of warrant and/or the warrant agreement and warrant certificate, as applicable,
and any supplemental agreements, that contain the terms of the warrants.
General
We will describe in the applicable prospectus
supplement the terms of the series of warrants being offered, including:
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the title of such securities; |
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the offering price or prices and aggregate number of warrants offered; |
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the currency or currencies for which the warrants may be purchased; |
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if applicable, the designation and terms of the securities with which the warrants are issued and
the number of warrants issued with each such security or each principal amount of such security; |
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in the case of warrants to purchase debt securities, the principal amount of debt securities purchasable
upon exercise of one warrant and the price at which, and currency in which, this principal amount of debt securities may be purchased
upon such exercise; |
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in the case of warrants to purchase common stock or preferred stock, the number of shares of common
stock or preferred stock, as the case may be, purchasable upon the exercise of one warrant and the price at which, and the currency
in which, these shares may be purchased upon such exercise; |
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the effect of any merger, consolidation, sale or other disposition of our business on the warrant
agreements and the warrants; |
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the terms of any rights to redeem or call the warrants; |
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any provisions for changes to or adjustments in the exercise price or number of securities issuable
upon exercise of the warrants; |
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the dates on which the right to exercise the warrants will commence and expire; |
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the manner in which the warrant agreements and warrants may be modified; |
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a discussion of any material or special U.S. federal income tax considerations of holding or exercising
the warrants; |
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the terms of the securities issuable upon exercise of the warrants; and |
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any other specific terms, preferences, rights or limitations of or restrictions on the warrants. |
Before exercising their warrants, holders of warrants
will not have any of the rights of holders of the securities purchasable upon such exercise, including:
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in the case of warrants to purchase common stock or preferred stock, the right to receive dividends,
if any, or payments upon our liquidation, dissolution or winding up or to exercise voting rights, if any; or |
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in the case of warrants to purchase debt securities, the right to receive payments of principal
of, or premium, if any, or interest on, the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture. |
Exercise of Warrants
Each warrant will entitle the holder to purchase
the securities that we specify in the applicable prospectus supplement at the exercise price that we describe in the applicable prospectus
supplement. The warrants may be exercised as set forth in the prospectus supplement relating to the warrants offered. Unless we otherwise
specify in the applicable prospectus supplement, warrants may be exercised at any time up to the close of business on the expiration
date set forth in the prospectus supplement relating to the warrants offered thereby. After the close of business on the expiration date,
unexercised warrants will become void.
Unless we otherwise specify in the applicable
prospectus supplement, holders of the warrants may exercise the warrants by delivering the warrant certificate representing the warrants
to be exercised together with specified information, and paying the required amount to the warrant agent in immediately available funds,
as provided in the applicable prospectus supplement. We will set forth on the reverse side of the warrant certificate and in the applicable
prospectus supplement the information that the holder of the warrant will be required to deliver to the warrant agent in connection with
the exercise of the warrant.
Upon receipt of payment and the warrant or warrant
certificate, as applicable, properly completed and duly executed at the corporate trust office of the warrant agent, if any, or any other
office, including ours, indicated in the prospectus supplement, we will, as soon as practicable, issue and deliver the securities purchasable
upon such exercise. If less than all of the warrants (or the warrants represented by such warrant certificate) are exercised, a new warrant
or a new warrant certificate, as applicable, will be issued for the remaining warrants.
Governing Law
Unless we provide otherwise in the applicable
prospectus supplement, the warrants and warrant agreements, and any claim, controversy or dispute arising under or related to the warrants
or warrant agreements, will be governed by and construed in accordance with the laws of the State of New York.
Enforceability of Rights by Holders of Warrants
Each warrant agent, if any, will act solely as
our agent under the applicable warrant agreement and will not assume any obligation or relationship of agency or trust with any holder
of any warrant. A single bank or trust company may act as warrant agent for more than one issue of warrants. A warrant agent will have
no duty or responsibility in case of any default by us under the applicable warrant agreement or warrant, including any duty or responsibility
to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a warrant may, without the consent of the
related warrant agent or the holder of any other warrant, enforce by appropriate legal action its right to exercise, and receive the
securities purchasable upon exercise of, its warrants.
LEGAL OWNERSHIP OF SECURITIES
We may issue securities in registered form or
in the form of one or more global securities. We describe global securities in greater detail below. We refer to those persons who have
securities registered in their own names on the books that we or any applicable trustee, depositary or warrant agent maintain for this
purpose as the “holders” of those securities. These persons are the legal holders of the securities. We refer to those persons
who, indirectly through others, own beneficial interests in securities that are not registered in their own names, as “indirect
holders” of those securities. As we discuss below, indirect holders are not legal holders, and investors in securities issued in
book-entry form or in street name will be indirect holders.
Book-Entry Holders
We may issue securities in book-entry form only,
as we will specify in the applicable prospectus supplement. This means securities may be represented by one or more global securities
registered in the name of a financial institution that holds them as depositary on behalf of other financial institutions that participate
in the depositary’s book-entry system. These participating institutions, which are referred to as participants, in turn, hold beneficial
interests in the securities on behalf of themselves or their customers.
Only the person in whose name a security is registered
is recognized as the holder of that security. Securities issued in global form will be registered in the name of the depositary or its
participants. Consequently, for securities issued in global form, we will recognize only the depositary as the holder of the securities,
and we will make all payments on the securities to the depositary. The depositary passes along the payments it receives to its participants,
which in turn pass the payments along to their customers who are the beneficial owners. The depositary and its participants do so under
agreements they have made with one another or with their customers; they are not obligated to do so under the terms of the securities.
As a result, investors in a global security will
not own securities directly. Instead, they will own beneficial interests in a global security, through a bank, broker or other financial
institution that participates in the depositary’s book-entry system or holds an interest through a participant. As long as the
securities are issued in global form, investors will be indirect holders, and not legal holders, of the securities.
Street Name Holders
We may terminate a global security or issue securities
in non-global form. In these cases, investors may choose to hold their securities in their own names or in “street name.”
Securities held by an investor in street name would be registered in the name of a bank, broker or other financial institution that the
investor chooses, and the investor would hold only a beneficial interest in those securities through an account he or she maintains at
that institution.
For securities held in street name, we or any
applicable trustee or depositary will recognize only the intermediary banks, brokers and other financial institutions in whose names
the securities are registered as the holders of those securities, and we or any applicable trustee or depositary will make all payments
on those securities to them. These institutions pass along the payments they receive to their customers who are the beneficial owners,
but only because they agree to do so in their customer agreements or because they are legally required to do so. Investors who hold securities
in street name will be indirect holders, not holders, of those securities.
Legal Holders
Our obligations, as well as the obligations of
any applicable trustee and of any third parties employed by us or a trustee, run only to the legal holders of the securities. We do not
have obligations to investors who hold beneficial interests in global securities, in street name or by any other indirect means. This
will be the case whether an investor chooses to be an indirect holder of a security or has no choice because we are issuing the securities
only in global form.
For example, once we make a payment or give a
notice to the legal holder, we have no further responsibility for the payment or notice even if that legal holder is required, under
agreements with its participants or customers or by law, to pass it along to the indirect holders but does not do so. Similarly, we may
want to obtain the approval of the legal holders to amend an indenture, to relieve us of the consequences of a default or of our obligation
to comply with a particular provision of the indenture or for other purposes. In such an event, we would seek approval only from the
holders, and not the indirect holders, of the securities. Whether and how the legal holders contact the indirect holders is up to the
legal holders.
Special Considerations for Indirect Holders
If you hold securities through a bank, broker
or other financial institution, either in book-entry form because the securities are represented by one or more global securities or
in street name, you should check with your own institution to find out:
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how it handles securities payments and notices; |
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whether it imposes fees or charges; |
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how it would handle a request for the holders’ consent, if ever required; |
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whether and how you can instruct it to send you securities registered in your own name so you can
be a holder, if that is permitted in the future; |
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how it would exercise rights under the securities if there were a default or other event triggering
the need for holders to act to protect their interests; and |
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if the securities are in book-entry form, how the depositary’s rules and procedures will
affect these matters. |
Global Securities
A global security is a security that represents
one or any other number of individual securities held by a depositary. Generally, all securities represented by the same global securities
will have the same terms.
Each security issued in book-entry form will be
represented by a global security that we issue to, deposit with and register in the name of a financial institution or its nominee that
we select. The financial institution that we select for this purpose is called the depositary. Unless we specify otherwise in the applicable
prospectus supplement, DTC will be the depositary for all securities issued in book-entry form.
A global security may not be transferred to or
registered in the name of anyone other than the depositary, its nominee or a successor depositary, unless special termination situations
arise. We describe those situations below under “—Special Situations When a Global Security Will Be Terminated.” As
a result of these arrangements, the depositary, or its nominee, will be the sole registered owner and legal holder of all securities
represented by a global security, and investors will be permitted to own only beneficial interests in a global security. Beneficial interests
must be held by means of an account with a broker, bank or other financial institution that in turn has an account with the depositary
or with another institution that does. Thus, an investor whose security is represented by a global security will not be a legal holder
of the security, but only an indirect holder of a beneficial interest in the global security.
If the prospectus supplement for a particular
security indicates that the security will be issued in global form only, then the security will be represented by a global security at
all times unless and until the global security is terminated. If termination occurs, we may issue the securities through another book-entry
clearing system or decide that the securities may no longer be held through any book-entry clearing system.
Special Considerations for Global Securities
The rights of an indirect holder relating to a
global security will be governed by the account rules of the investor’s financial institution and of the depositary, as well as
general laws relating to securities transfers. We do not recognize an indirect holder as a holder of securities and instead deal only
with the depositary that holds the global security.
If securities are issued only in the form of a
global security, an investor should be aware of the following:
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an investor cannot cause the securities to be registered in his or her name, and cannot obtain
non-global certificates for his or her interest in the securities, except in the special situations we describe below; |
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an investor will be an indirect holder and must look to his or her own bank or broker for payments
on the securities and protection of his or her legal rights relating to the securities, as we describe above; |
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an investor may not be able to sell interests in the securities to some insurance companies and
to other institutions that are required by law to own their securities in non-book-entry form; |
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an investor may not be able to pledge his or her interest in the global security in circumstances
where certificates representing the securities must be delivered to the lender or other beneficiary of the pledge in order for the
pledge to be effective; |
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the depositary’s policies, which may change from time to time, will govern payments, transfers,
exchanges and other matters relating to an investor’s interest in the global security; |
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we and any applicable trustee have no responsibility for any aspect of the depositary’s actions
or for its records of ownership interests in the global security, nor will we or any applicable trustee supervise the depositary
in any way; |
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the depositary may, and we understand that DTC will, require that those who purchase and sell interests
in the global security within its book-entry system use immediately available funds, and your broker or bank may require you to do
so as well; and |
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financial institutions that participate in the depositary’s book-entry system, and through
which an investor holds its interest in the global security, may also have their own policies affecting payments, notices and other
matters relating to the securities. |
There may be more than one financial intermediary
in the chain of ownership for an investor. We do not monitor and are not responsible for the actions of any of those intermediaries.
Special Situations When a Global Security Will Be Terminated
In a few special situations described below, the
global security will terminate and interests in it will be exchanged for physical certificates representing those interests. After that
exchange, the choice of whether to hold securities directly or in street name will be up to the investor. Investors must consult their
own banks, brokers or other financial institutions to find out how to have their interests in securities transferred to their own name,
so that they will be direct holders. We have described the rights of holders and street name investors above.
Unless we provide otherwise in the applicable
prospectus supplement, the global security will terminate when the following special situations occur:
|
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if the depositary notifies us that it is unwilling, unable or no longer qualified to continue as
depositary for that global security and we do not appoint another institution to act as depositary within 90 days; |
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if we notify any applicable trustee that we wish to terminate that global security; or |
|
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if an event of default has occurred with regard to securities represented by that global security
and has not been cured or waived. |
The applicable prospectus supplement may also
list additional situations for terminating a global security that would apply only to the particular series of securities covered by
the applicable prospectus supplement. When a global security terminates, the depositary, and not we or any applicable trustee, is responsible
for deciding the names of the institutions that will be the initial direct holders.
PLAN OF DISTRIBUTION
We may sell the securities covered hereby from
time to time pursuant to underwritten public offerings, negotiated transactions, block trades or a combination of these methods, or through
any other methods described in a prospectus supplement. We may sell the securities to or through one or more underwriters or dealers
(acting as principal or agent), through agents, directly to one or more purchasers, or as otherwise described in a prospectus supplement.
We may distribute securities from time to time in one or more transactions:
|
● |
at a fixed price or prices, which may be changed; |
|
● |
at market prices prevailing at the time of sale; |
|
● |
at prices related to such prevailing market prices; or |
We may also sell equity securities covered by
this registration statement in an “at the market offering” as defined in Rule 415 under the Securities Act. Such offering
may be made into an existing trading market for such securities in transactions at other than a fixed price, either:
|
● |
on or through the facilities of Nasdaq or any other securities exchange or quotation or trading
service on which such securities may be listed, quoted or traded at the time of sale; and/or |
|
● |
to or through a market maker other than on Nasdaq or such other securities exchanges or quotation
or trading services. |
Such “at-the-market offerings”, if
any, may be conducted by underwriters acting as principal or agent.
A prospectus supplement or supplements (and any
related free writing prospectus that we may authorize to be provided to you) will describe the terms of the offering of the securities,
including, to the extent applicable:
|
● |
the name or names of any underwriters, dealers or agents, if any; |
|
● |
the purchase price of the securities and the proceeds we will receive from the sale; |
|
● |
any options pursuant to which underwriters may purchase additional securities from us; |
|
● |
any agency fees or underwriting discounts and other items constituting agents’ or underwriters’
compensation; |
|
● |
any public offering price; |
|
● |
any discounts or concessions allowed or reallowed or paid to dealers; and |
|
● |
any securities exchange or market on which the securities may be listed. |
Only underwriters named in the prospectus supplement
will be underwriters of the securities offered by the prospectus supplement. Dealers and agents participating in the distribution of
the securities may be deemed to be underwriters, and compensation received by them on resale of the securities may be deemed to be underwriting
discounts. If such dealers or agents were deemed to be underwriters, they may be subject to statutory liabilities under the Securities
Act.
If underwriters are used in the sale, they will
acquire the securities for their own account and may resell the securities from time to time in one or more transactions at a fixed public
offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase the securities will
be subject to the conditions set forth in the applicable underwriting agreement. We may offer the securities to the public through underwriting
syndicates represented by managing underwriters or by underwriters without a syndicate. Subject to certain conditions, the underwriters
will be obligated to purchase all of the securities offered by the prospectus supplement, other than securities covered by any option
to purchase additional securities or other option. If a dealer is used in the sale of securities, we or an underwriter will sell the
securities to the dealer, as principal. The dealer may then resell the securities to the public at varying prices to be determined by
the dealer at the time of resale. To the extent required, we will set forth in the prospectus supplement the name of the dealer and the
terms of the transaction. Any public offering price and any discounts or concessions allowed or reallowed or paid to dealers may change
from time to time. We may use underwriters, dealers or agents with whom we have a material relationship. We will describe in the prospectus
supplement, naming the underwriter, dealer or agent the nature of any such relationship.
We may sell securities directly or through agents
we designate from time to time. We will name any agent involved in the offering and sale of securities, and we will describe any commissions
we will pay the agent in the prospectus supplement. Unless the prospectus supplement states otherwise, our agent will act on a best-efforts
basis for the period of its appointment.
We may authorize agents, underwriters or dealers
to solicit offers by certain types of institutional investors to purchase securities from us at the public offering price set forth in
the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future.
We will describe the conditions to these contracts and the commissions we must pay for solicitation of these contracts in the prospectus
supplement.
We may provide agents, underwriters and dealers
with indemnification against civil liabilities, including liabilities under the Securities Act, or contribution with respect to payments
that the agents, underwriters or dealers may make with respect to these liabilities. Agents, underwriters, dealers or their affiliates
may engage in transactions with, or perform services for, us in the ordinary course of business.
All securities we may offer, other than common
stock, will be new issues of securities with no established trading market. Any agents or underwriters may make a market in these securities,
but will not be obligated to do so and may discontinue any market making at any time without notice. We cannot guarantee the liquidity
of the trading markets for any securities. There is currently no market for any of the offered securities, other than our common stock
which is listed on Nasdaq. We have no current plans for listing of the debt securities, preferred stock or warrants on any securities
exchange or quotation system; any such listing with respect to any particular debt securities, preferred stock or warrants will be described
in the applicable prospectus supplement or other offering materials, as the case may be.
Any underwriter may engage in overallotment, stabilizing
transactions, short covering transactions and penalty bids in accordance with Rule 103 of Regulation M under the Exchange Act. Overallotment
involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying
security so long as the stabilizing bids do not exceed a specified maximum price. Short covering transactions involve purchases of the
securities in the open market after the distribution is completed to cover short positions. Penalty bids permit the underwriters to reclaim
a selling concession from a dealer when the securities originally sold by the dealer are purchased in a stabilizing or covering transaction
to cover short positions. Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced,
the underwriters may discontinue any of the activities at any time. These transactions may be effected on any exchange or over-the-counter
market or otherwise.
Any agents and underwriters who are qualified
market makers on Nasdaq may engage in passive market making transactions in the securities on Nasdaq in accordance with Rule 103 of Regulation
M, during the business day prior to the pricing of the offering, before the commencement of offers or sales of the securities. Passive
market makers must comply with applicable volume and price limitations and must be identified as passive market makers. In general, a
passive market maker must display its bid at a price not in excess of the highest independent bid for such security; if all independent
bids are lowered below the passive market maker’s bid, however, the passive market maker’s bid must then be lowered when
certain purchase limits are exceeded. Passive market making may stabilize the market price of the securities at a level above that which
might otherwise prevail in the open market and, if commenced, may be discontinued at any time.
LEGAL MATTERS
Unless otherwise indicated in the applicable prospectus
supplement, the validity of the securities offered by this prospectus, and any supplement thereto, will be passed upon for us by Honigman
LLP, Kalamazoo, Michigan. Additional legal matters may be passed upon for us or any underwriters, dealers or agents, by counsel that
we will name in the applicable prospectus supplement.
EXPERTS
The financial statements as of September 30, 2023
and 2022 and the years ended September 30, 2023 and 2022, incorporated by reference in this prospectus have been so incorporated in reliance
on the report of Baker Tilly US, LLP, an independent registered public accounting firm, incorporated herein by reference, given on the
authority of said firm as experts in auditing and accounting. The report on the financial statements contains an explanatory paragraph
regarding the Company’s ability to continue as a going concern.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of the registration statement
on Form S-3 we filed with the SEC under the Securities Act and does not contain all the information set forth in the registration statement.
Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete
and you should refer to the exhibits that are a part of the registration statement or the exhibits to the reports or other documents
incorporated by reference into this prospectus for a copy of such contract, agreement or other document. Neither we nor any agent, underwriter
or dealer has authorized any person to provide you with different information. We are not making an offer of these securities in any
state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other
than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus of any sale of the securities
offered by this prospectus.
We file annual, quarterly and current reports,
proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements
and other information regarding issuers that file electronically with the SEC, including NeuroOne. The address of the SEC’s website
is http://www.sec.gov.
We maintain a website at www.nmtc1.com. Information
contained in, or accessible through, our website does not constitute a part of this prospectus.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
We “incorporate by reference” certain
documents and information that we have filed with the SEC into this prospectus, which means that we can disclose important information
to you by referring you to those documents. The information incorporated by reference is deemed to be part of this prospectus, except
for any information superseded by information contained directly in this prospectus. This prospectus incorporates by reference:
|
● |
our Annual Report on Form 10-K for the fiscal year ended September 30,
2023, filed with the SEC on December 15, 2023, including the information specifically incorporated by reference into such Annual
Report on Form 10-K from our definitive proxy statement for our 2024 Annual Meeting of Stockholders filed with the SEC on January 29, 2024; |
|
|
|
|
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our Quarterly Reports on Form 10-Q for the quarter
ended December 31, 2023, filed with the SEC on February
13, 2024, the quarter ended March 31, 2024, filed with the SEC on May
14, 2024, and the quarter ended June 30, 2024, filed with the SEC on August 14, 2024; |
|
|
|
|
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our Current Reports on Form 8-K filed with the SEC on November
7, 2023, November 14, 2023,
November 16, 2023, December
11, 2023, March 15, 2024,
March 26, 2024, June
21, 2024, July 12,
2024, and August 7, 2024;
and |
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|
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|
● |
the description of our Common Stock in Exhibit
4.2 “Description of Securities” to our Annual Report on Form 10-K for the
fiscal year ended September 30, 2019, filed on December 20, 2019. |
All documents we file with the SEC pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, except as to any portion of any report or document that is not deemed filed under
such provisions, (i) on or after the date of filing of the registration statement containing this prospectus and prior to the effectiveness
of the registration statement and (ii) on or after the date of this prospectus until the earlier of the date on which all of the securities
registered hereunder have been sold or the registration statement of which this prospectus is a part has been withdrawn, shall be deemed
incorporated by reference in this prospectus and to be a part of this prospectus from the date of filing of those documents. Nothing
in this prospectus shall be deemed to incorporate information furnished but not filed with the SEC pursuant to Item 2.02 or 7.01 of Form
8-K.
These documents may also
be accessed on our website at www.nmtc1.com. Information contained in, or accessible through, our website is not a part of this prospectus.
The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements, and information regarding issuers
that file electronically with the SEC.
We will provide without
charge to each person, including any beneficial owners, to whom this prospectus is delivered, upon his or her written or oral request,
a copy of any or all reports or documents referred to above which have been or may be incorporated by reference into this prospectus
but not delivered with this prospectus, excluding exhibits to those reports or documents unless they are specifically incorporated by
reference into those documents. You may request a copy of these documents by writing or telephoning us at the following address:
NeuroOne
Medical Technologies Corporation
7559
Anagram Drive
Eden
Prairie, Minnesota 55344
(952)
426-1383
Attention:
Ron McClurg
ronm@nmtc1.com
Any statements contained
in a document incorporated by reference in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus
to the extent that a statement contained in this prospectus (or in any other subsequently filed document which also is incorporated by
reference in this prospectus) modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed to constitute
a part of this prospectus except as so modified or superseded.
![](https://www.sec.gov/Archives/edgar/data/1500198/000121390024069094/image_001.jpg)
$150,000,000
Common Stock
Preferred Stock
Debt Securities
Warrants
PROSPECTUS
, 2024
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the estimated costs
and expenses, other than underwriting discounts and commissions, payable by us, in connection with the offering of the securities pursuant
to this registration statement.
SEC registration fee | |
$ | 8,745 | |
FINRA filing fee | |
| * | |
Accounting fees and expenses | |
| * | |
Legal fees and expenses | |
| * | |
Transfer agent fees and expenses | |
| * | |
Trustee fees and expenses | |
| * | |
Printing and miscellaneous expenses | |
$ | * | |
Total | |
| * | |
* |
These fees are calculated based on the securities offered and the number of issuances and, accordingly,
cannot be estimated at this time. |
Item 15. Indemnification of Officers and Directors
Delaware General Corporation Law
We are incorporated under
the laws of the State of Delaware. Section 145 of the DGCL provides that a Delaware corporation may indemnify any persons who were, are,
or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer,
director, employee or agent of such corporation, or is or was serving at the request of such corporation as an officer, director, employee
or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided
that such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s
best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was
illegal. A Delaware corporation may indemnify any persons who were, are, or are threatened to be made, a party to any threatened, pending
or completed action or suit by or in the right of the corporation by reason of the fact that such person is or was a director, officer,
employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent
of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred
by such person in connection with the defense or settlement of such action or suit; provided such person acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the corporation’s best interests except that no indemnification
is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director
is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against
the expenses (including attorneys’ fees) actually and reasonably incurred.
Certificate of Incorporation and Bylaws
Our certificate of incorporation
provides for the indemnification of our directors to the fullest extent permitted under the DGCL. Our amended and restated bylaws provide
for the indemnification of its directors and officers to the fullest extent permitted under the DGCL.
Section 102(b)(7) of the DGCL permits a
corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation
or its stockholders for monetary damages for breach of fiduciary duties as a director, except for liability for any:
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transaction from which the director derives an improper personal benefit; |
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act or omission not in good faith or that involves intentional misconduct or a knowing violation
of law; |
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unlawful payment of dividends or redemption of shares; or |
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breach of a director’s duty of loyalty to the corporation or its stockholders. |
Our certificate of incorporation
includes such a provision. Under our bylaws, expenses incurred by any officer or director in defending any such action, suit or proceeding
in advance of its final disposition shall be paid by us upon delivery to it of an undertaking, by or on behalf of such director or officer,
to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified
by us, as long as such undertaking remains required by the DGCL.
Section 174 of the DGCL
provides, among other things, that a director who willfully or negligently approves of an unlawful payment of dividends or an unlawful
stock purchase or redemption may be held liable for such actions. A director who was either absent when the unlawful actions were approved
or dissented at the time may avoid liability by causing his or her dissent to such actions to be entered in the books containing minutes
of the meetings of the board of directors at the time such action occurred or immediately after such absent director receives notice
of the unlawful acts.
Indemnification Agreements
As permitted by the DGCL,
we have entered into indemnity agreements with each of our directors and executive officers, that require us to indemnify such persons
against any and all expenses (including reasonable attorneys’ fees), witness fees, damages, judgments, fines, settlements and other
amounts incurred (including expenses of a derivative action) in connection with any action, suit or proceeding, whether actual or threatened,
to which any such person may be made a party by reason of the fact that such person is or was a director, an officer or an employee of
the Registrant or any of its affiliated enterprises, provided that such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to our best interests and, with respect to any criminal proceeding, had no reasonable cause to believe
his or her conduct was unlawful. The indemnification agreements also set forth certain procedures that will apply in the event of a claim
for indemnification thereunder.
Insurance Policy
We have an insurance
policy in place that covers our officers and directors with respect to certain liabilities, including liabilities arising under the Securities
Act or otherwise.
The foregoing summaries
are not intended to be exhaustive and are qualified in their entirety by reference to the complete text of the statute, the company’s
certificate of incorporation and the agreements referred to above and are qualified in their entirety by reference thereto.
Item 16. Exhibits
The following exhibits are incorporated by reference
or filed herewith and made a part of this registration statement.
EXHIBIT
NUMBER |
|
DESCRIPTION OF DOCUMENT |
|
|
|
1* |
|
Form of Underwriting Agreement. |
|
|
|
2.1+ |
|
Agreement and Plan of Merger and Reorganization by and among NeuroOne Medical Technologies Corporation,
OSOK Acquisition Company and NeuroOne, Inc. dated as of July 20, 2017 (incorporated by reference to Exhibit 2.1 on the Registrant’s
Current Report on Form 8-K filed on July 20, 2017) |
|
|
|
2.2 |
|
Plan of Conversion of NeuroOne Medical Technologies Corporation dated June 20, 2017 (incorporated
by reference to Exhibit 2.1 on the Registrant’s Current Report on Form 8-K filed on June 29, 2017) |
|
|
|
4.1 |
|
Certificate of Incorporation of NeuroOne Medical Technologies Corporation (incorporated by reference
to Exhibit 3.4 on the Registrant’s Current Report on Form 8-K filed on June, 29, 2017) |
|
|
|
4.2 |
|
Certificate of Amendment to Amended and Restated Certificate of Incorporation of NeuroOne Medical
Technologies Corporation (incorporated by reference to Exhibit 3.1 on the Registrant’s Current Report on Form 8-K filed on
March 31, 2021) |
|
|
|
4.3 |
|
Bylaws of NeuroOne Medical Technologies Corporation (incorporated by reference to Exhibit 3.5
on the Registrant’s Current Report on Form 8-K filed on June 29, 2017) |
|
|
|
4.4 |
|
Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 on the Registrant’s
Current Report on Form 8-K filed on July 20, 2017) |
|
|
|
4.5* |
|
Form of Preferred Stock Certificate and Form of Certificate of Designation of Preferred Stock. |
|
|
|
4.6^ |
|
Form of Indenture, between the Registrant and one or more trustees to be named. |
|
|
|
4.7* |
|
Form of Debt Securities. |
|
|
|
4.8^ |
|
Form of Common Stock Warrant Agreement and Warrant Certificate. |
|
|
|
4.9^ |
|
Form of Preferred Stock Warrant Agreement and Warrant Certificate. |
|
|
|
4.10^ |
|
Form of Debt Securities Warrant Agreement and Warrant Certificate. |
|
|
|
5.1^ |
|
Opinion of Honigman LLP. |
|
|
|
23.1** |
|
Consent of Baker Tilly US, LLP. |
|
|
|
23.2^ |
|
Consent of Honigman LLP. |
|
|
|
24.1^ |
|
Power of Attorney. |
|
|
|
25.1*** |
|
Statement of Eligibility of Trustee under the Indenture. |
|
|
|
107^ |
|
Filing Fee Table |
* |
If required, to be filed by amendment or as an exhibit to a report filed under the Exchange Act
and incorporated herein by reference. |
*** |
To be filed, if applicable, in accordance with the requirements of Section 305(b)(2) of the Trust
Indenture Act and Rule 5b-3 thereunder. |
| ^ | Previously
filed herewith. |
+ |
Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. |
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers
or sales are being made, a post-effective amendment to this registration statement:
|
(i) |
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
|
(ii) |
To reflect in the prospectus any facts or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate
offering price set forth in the “Calculation of Filing Fee Table” table in the effective registration statement; and |
|
(iii) |
To include any material information with respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such information in the registration statement; |
provided, however, that the undertakings
set forth in paragraphs (1)(i), (1)(ii) and (1)(iii) of this section do not apply if the registration statement is on Form S-3 and the
information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished
to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this registration statement or are contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability
under the Securities Act of 1933 to any purchaser:
|
(i) |
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of
the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
|
(ii) |
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a
registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the
purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included
in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date
of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability
purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of
the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that
no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated
or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will,
as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in
the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior
to such effective date. |
(5) That, for the purpose of determining liability
of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant
undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer
or sell such securities to such purchaser:
|
(i) |
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering
required to be filed pursuant to Rule 424; |
|
(ii) |
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned
registrant or used or referred to by the undersigned registrant; |
|
(iii) |
The portion of any other free writing prospectus relating to the offering containing material information
about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
|
(iv) |
Any other communication that is an offer in the offering made by the undersigned registrant to
the purchaser. |
(6) That, for purposes of determining any liability
under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(7) That for purposes of determining any liability
under the Securities Act, (i) the information omitted from the form of prospectus filed as part of the registration statement in reliance
upon Rule 430A and contained in the form of prospectus filed by the registrant pursuant to Rule 424(b)(l) or (4) or 497(h) under the
Securities Act shall be deemed to be a part of the registration statement as of the time it was declared effective; and (ii) each post-effective
amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(8) To file an application for the purpose of
determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the
rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person
of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Eden Prairie, State of Minnesota, on August 14, 2024.
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NeuroOne Medical Technologies Corporation |
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By: |
/s/ David Rosa |
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David Rosa |
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President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement on Form S-3 has been signed by the following persons in the capacities and on the dates indicated.
Signature
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Title |
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Date |
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/s/
David Rosa |
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President and Chief
Executive Officer |
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August
14, 2024 |
David Rosa |
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(Principal Executive
Officer) and a Director |
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/s/
Ronald McClurg |
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Chief Financial Officer
(Principal Financial Officer and |
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August
14, 2024 |
Ronald McClurg |
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Principal Accounting
Officer) |
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* |
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Director |
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August
14, 2024 |
Paul Buckman |
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* |
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Director |
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August
14, 2024 |
Jeffrey Mathiesen |
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* |
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Director |
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August
14, 2024 |
Edward Andrle |
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* By: |
/s/ David Rosa |
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Attorney-in-fact |
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Exhibit 23.1
Consent of Independent Registered Public Accounting
Firm
We consent to the incorporation by reference in the Amendment No. 1
to the Registration Statement on Form S-3 of NeuroOne Medical Technologies Corporation of our report dated December 15, 2023, relating
to the financial statements of NeuroOne Medical Technologies Corporation (the “Company”), (which report expresses an unqualified
opinion on the financial statements for the year ended September 30, 2023 and includes an explanatory paragraph relating to substantial
doubt about the Company’s ability to continue as a going concern as described in Note 2 to the financial statements), appearing in the
Annual Report on Form 10-K for the year ended September 30, 2023. We also consent to the reference to us under the heading “Experts”
in such amendment to the Registration Statement.
Minneapolis, Minnesota
August 14, 2024
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