Which legal firm issued the opinion for NeuroOne Medical Technologies (NMTC)'s share offering?

Honigman LLP issued the legal opinion covering the validity of the shares offered under the Prospectus Supplement. This opinion is included as Exhibit 5.1 and supports the company’s ability to offer and sell the registered common stock under the ATM program.

NeuroOne Medical Technologies (NMTC) refreshes $13.4M at-the-market share offering

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

NeuroOne Medical Technologies Corporation is updating its at-the-market stock offering, filing a Prospectus Supplement for the offer and sale of up to $13.4 million of common shares through JonesTrading under its existing Capital on Demand Sales Agreement.

The shares will be issued under an effective registration statement, with sales 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.

Key Figures

ATM capacity: $13.4 million of common stock Par value: $0.001 per share Sales Agreement date: December 21, 2022 +1 more

4 metrics

ATM capacity $13.4 million of common stock Maximum aggregate amount of shares offered under updated Prospectus Supplement

Par value $0.001 per share Par value of NeuroOne Medical Technologies common stock

Sales Agreement date December 21, 2022 Date NeuroOne entered Capital on Demand Sales Agreement with JonesTrading

Prospectus update date June 12, 2026 Date updated Prospectus Supplement for ATM program was filed

Key Terms

Capital on Demand Sales Agreement, at the market offering, Rule 415(a)(4), Prospectus Supplement, +1 more

5 terms

Capital on Demand Sales Agreement financial

"entered into a Capital on Demand™ Sales Agreement (the “Sales Agreement”) with JonesTrading"

at the market offering regulatory

"through any method permitted that is deemed an “at the market offering” as defined in Rule 415(a)(4)"

An at-the-market offering is a way a company raises cash by selling newly issued shares directly into the open market at prevailing prices, rather than all at once in a single deal. Think of it like turning a faucet on to drip shares into trading at current prices when needed; it gives the company flexibility to raise funds over time but can dilute existing shareholders and potentially affect the stock price, which investors should monitor.

Rule 415(a)(4) regulatory

"deemed an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act"

Rule 415(a)(4) is a U.S. Securities and Exchange Commission rule that lets a company add more securities to an already effective shelf registration, so those additional shares or bonds can be sold later without filing a completely new registration. For investors it matters because it gives the issuer the flexibility to raise cash quickly—like having an open credit line—while creating the possibility of dilution or changes in supply that can affect share price.

Prospectus Supplement financial

"filed an updated Prospectus Supplement (the “Prospectus”) for the offer and sale"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Registration Statement regulatory

"The Shares will be sold pursuant to the Registration Statement"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

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Understanding 8-K Material Events →

06/12/2026 - 04:45 PM

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)

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

Source: View Original Filing on SEC EDGAR

FAQ

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

NeuroOne Medical Technologies filed an updated Prospectus Supplement to continue selling common stock under its at-the-market program. The company may offer and sell up to $13.4 million of shares through JonesTrading under a previously signed Capital on Demand Sales Agreement.

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

The updated prospectus allows NeuroOne Medical Technologies to offer and sell up to $13.4 million of common shares. These sales will occur through JonesTrading as sales agent under the existing Capital on Demand Sales Agreement, using an at-the-market offering structure.

What is the role of JonesTrading in NeuroOne Medical Technologies (NMTC)'s ATM program?

JonesTrading Institutional Services LLC acts as sales agent for NeuroOne Medical Technologies’ at-the-market offering. It may sell the company’s common stock from time to time using methods that qualify as an at-the-market offering under Rule 415(a)(4) of the Securities Act.

Is NeuroOne Medical Technologies (NMTC)'s updated prospectus itself an offer to sell securities?

The filing states it does not itself constitute an offer to sell or a solicitation to buy securities. Any sales of NeuroOne Medical Technologies’ common stock must comply with applicable state securities laws and will be made only by means of the Prospectus Supplement.

Filing Exhibits & Attachments

4 documents