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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):
November 4, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On November 4, 2025, NeuroOne Medical Technologies
Corporation (the “Company”) received a letter (the “Extension Notice”) from the Listing Qualifications Staff of
The Nasdaq Stock Market, LLC (“Nasdaq”) notifying the Company that Nasdaq has granted the Company a 180-day extension, until
May 4, 2026 (the “Extension Period”), to regain compliance with the requirement for the Company’s common stock, par
value $0.001 per share (“Common Stock”), to maintain a minimum bid price of $1.00 per share for continued listing on the Nasdaq
Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”).
The Extension Notice has no immediate effect on
the continued listing status of the Company's Common Stock on the Nasdaq Capital Market. The Company's listing on the Nasdaq Capital Market
remains fully effective.
As previously disclosed in the Company’s
Current Report on Form 8-K, filed on May 9, 2025, the Company received notice from Nasdaq that the Company was not in compliance with
the Minimum Bid Price Requirement for a period of 30 consecutive business days (the “Initial Notice”). As provided in the
Initial Notice, the Company had a 180-day period, until November 3, 2025, to regain compliance with the Minimum Bid Price Requirement.
As of the date of this Report, the Company has not yet regained compliance with the Minimum Bid Price Requirement, and instead advised
Nasdaq of its intent to cure the deficiency within the Extension Period.
The Company will continue to monitor the closing
bid price of its Common Stock and seek to regain compliance with the Minimum Bid Price Requirement within the Extension Period. If the
Company does not regain compliance with the Minimum Bid Price Requirement within the Extension Period, Nasdaq will provide written notification
to the Company that its Common Stock will be subject to delisting, at which time the Company may appeal Nasdaq’s delisting determination
to a Nasdaq Hearing Panel (the “Panel”). There can be no assurance that, if the Company does need to appeal a Nasdaq delisting
determination to the Panel, that such appeal would be successful.
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: November 5, 2025 |
|
|
| |
By: |
/s/ David Rosa |
| |
|
David Rosa |
| |
|
Chief Executive Officer |
