NeuroOne (NASDAQ: NMTC) refreshes $6.75M at-the-market share offering setup

Rhea-AI Filing Summary

NeuroOne Medical Technologies Corporation filed an update about its existing at-the-market stock sales program. On August 15, 2025, the company filed a new Prospectus Supplement covering the potential offer and sale of up to $6.75 million of common shares through JonesTrading Institutional Services LLC as sales agent under a previously signed Capital on Demand Sales Agreement.

The shares will be issued under an effective registration statement, and any sales will be made only by means of the updated Prospectus. Honigman LLP provided a legal opinion on the validity of the shares, which is included as an exhibit to this report.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): August 15, 2025

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 August 15, 2025, the Company filed an updated Prospectus Supplement (the “Prospectus”) for the offer and sale of up to $6.75 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: August 15, 2025
	By:	/s/ David Rosa
		David Rosa
		Chief Executive Officer

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FAQ

What did NeuroOne Medical Technologies (NMTC) disclose in this 8-K filing?

NeuroOne disclosed that it filed an updated Prospectus Supplement for an at-the-market program to sell up to $6.75 million of common stock through JonesTrading. The filing also attaches a legal opinion from Honigman LLP supporting the validity of the shares.

How much stock can NeuroOne Medical Technologies (NMTC) sell under the updated program?

The company may offer and sell up to $6.75 million of its common stock under the updated Prospectus Supplement. These shares are to be sold from time to time through JonesTrading, acting as sales agent, in at-the-market transactions under an effective registration statement.

Who is the sales agent for NeuroOne Medical Technologies’ (NMTC) at-the-market offering?

JonesTrading Institutional Services LLC is the sales agent for NeuroOne’s at-the-market offering. Under the Capital on Demand Sales Agreement, JonesTrading may sell the company’s common shares in transactions that qualify as at-the-market offerings under Rule 415(a)(4) of the Securities Act.

What agreement governs NeuroOne Medical Technologies’ (NMTC) stock sales program?

The stock sales program is governed by a Capital on Demand Sales Agreement dated December 21, 2022, between NeuroOne and JonesTrading. This agreement allows the company to periodically sell common shares through JonesTrading in at-the-market offerings, subject to the terms of the agreement and Prospectus.

What legal documentation supports NeuroOne Medical Technologies’ (NMTC) new Prospectus Supplement?

Honigman LLP, as counsel to NeuroOne, issued a legal opinion regarding the shares covered by the updated Prospectus Supplement. This opinion is filed as Exhibit 5.1 and addresses the validity of the common stock to be issued under the at-the-market program.

Does this 8-K itself constitute an offer to sell NeuroOne Medical Technologies (NMTC) securities?

No. The report explicitly states it does not constitute an offer to sell or a solicitation to buy securities. Any offers and sales will occur only under the effective registration statement and the updated Prospectus Supplement in jurisdictions where such transactions are lawfully permitted.