NEUROONE MEDICAL TECHNOLOGIES Corp

8-K · ea0294466-8k_neuroone.htm iXBRL

0001500198

 2026-06-12
 2026-06-12

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 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

  

 FORM 8-K

  

 CURRENT REPORT

  

 Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

  

 Date of Report (Date of Earliest Event Reported): ,
 June 12, 2026

  

 NeuroOne Medical Technologies Corporation

 (Exact name of registrant as specified in its charter)

  

 Delaware
  
 001-40439
  
 27-0863354

 (State or other jurisdiction
 of incorporation)
  
 (Commission File Number)
  
 (IRS Employer
 Identification No.)

  

 7599 Anagram Dr. , Eden Prairie , MN 55344

 (Address of principal executive offices and zip
code)

  

 952 - 426-1383

 (Registrant’s telephone number including
area code)

  

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

  

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

  

 ☐
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  
  

 ☐
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  
  

 ☐
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  
  

 ☐
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

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

  

 Title of each class
  
 Trading Symbol(s)
  
 Name of each exchange on which registered

 Common Stock, par value $0.001 per share
  
 NMTC
  
 The Nasdaq Stock Market LLC

  

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

  

 Emerging Growth Company ☐

  

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

  

  

  

  

  

 Item 8.01 Other Events.

  

 On December 21, 2022, NeuroOne
Medical Technologies Corporation (the “Company”) entered into a Capital on Demand™ Sales Agreement (the “Sales
Agreement”) with JonesTrading Institutional Services LLC (“JonesTrading”) pursuant to which the Company may sell from
time to time shares of its common stock, par value $0.001 (the “Shares”) through any method permitted that is deemed an “at
the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, under which JonesTrading will act
as sales agent (the “ATM Program”). On June 12, 2026, the Company filed an updated Prospectus Supplement (the “Prospectus”)
for the offer and sale of up to $13.4 million of Shares through JonesTrading pursuant to the Sales Agreement.

  

 Honigman LLP, counsel to the
Company, has issued an opinion relating to the Shares. A copy of such legal opinion is attached as Exhibit 5.1 hereto.

  

 The Shares will be sold pursuant
to the Registration Statement, and offerings of the Shares will be made only by means of the Prospectus. This Current Report on Form 8-K
shall not constitute an offer to sell or solicitation of an offer to buy these securities, nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law
of such state or jurisdiction

  

 Item 9.01 Financial Statements and Exhibits.

  

 (d) Exhibits

  

 Exhibit No.
  
 Description

 5.1
  
 Opinion of Honigman LLP

 104
  
 Cover Page Interactive Data File (embedded in Inline XBRL document)

  

 1

  

  

 SIGNATURES

  

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

  

  
 NEUROONE MEDICAL TECHNOLOGIES CORPORATION

  
  

 Dated: June 12, 2026
 By:
 /s/ David Rosa

  
  
 David Rosa

  
  
 Chief Executive Officer

  

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