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): August 31, 2020

NeuroOne Medical Technologies Corporation

(Exact name of registrant as specified in its charter)

7599 Anagram Dr., Eden Prairie, MN 55344

(Address of principal executive offices and zip code)

952-426-1383

(Registrant's telephone number including area code)

(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))

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 3.02.  Unregistered Sales of Equity Securities.

On August 31, 2020, in consideration for consulting services and pursuant to a services agreement (the “Services Agreement”), NeuroOne Medical Technologies Corporation (the “Company”) agreed to issue to an investor relations firm 120,000 restricted shares of the Company’s common stock (the “Service Shares”), which vest six months following the effective date of the Services Agreement. If the Services Agreement is terminated for any reason prior to the vesting date of the Service Shares, the Company may automatically reacquire all or a portion of the Service Shares.

The above issuance was completed in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. This transaction qualified for exemption from registration because (i) the Company did not engage in any general solicitation or advertising to market the securities; (ii) the investor relations firm was provided the opportunity to ask questions and receive answers from the Company regarding the Company; (iii) the securities were issued to a person with knowledge and experience in financial and business matters capable of evaluating the merits and risks of an investment in the Company; and (iv) the recipient received “restricted securities”.

SIGNATURES

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

Dated: September 3, 2020