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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):
October 6, 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 2.02 Results of Operations and Financial Condition.
On October 6, 2025, NeuroOne Medical
Technologies Corporation (the “Company”) issued a press release announcing certain preliminary, unaudited financial
results for the fiscal year ended September 30, 2025. A copy of this press release is furnished herewith as Exhibit 99.1 to this
Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information
in this Item 2.02 and Exhibit 99.1 of this Current Report on Form 8-K is being furnished and shall not be deemed
to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to
the liabilities of that Section. Furthermore, such information, including Exhibit 99.1 attached hereto, shall not be deemed to be incorporated
by reference in any filing under the Securities Act of 1933, as amended, except as expressly stated by specific reference in such a filing.
Item 8.01 Other Events
Preliminary Results
On October 6, 2024, the Company reported
the following preliminary unaudited fiscal year 2025 financial and operational results:
| ● | Achieved annual total product revenue of approximately $9.1 million. |
| ● | Cash and cash equivalents of approximately $6.6 million at September 30, 2025. |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated October 6, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded with Inline XBRL document). |
Forward-Looking Statements
This Current
Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. All statements contained in this Current Report on Form 8-K that do not
relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements
regarding the Company’s revenue results, financial outlook, product demand, commitments or opportunities, and growth
expectations or targets, as well as statements that include the words “expect,” “intend,”
“plan”, “believe”, “project”, “forecast”, “estimate,” “may,”
“should,” “anticipate” and similar statements of a future or forward looking nature. These forward-looking
statements are based on management’s current expectations. The preliminary, estimated financial results for the annual fiscal
year contained in this Current Report on Form 8-K are subject to the completion of management’s and the audit
committee’s final reviews and our other financial closing procedures and are therefore subject to change. You should not place
undue reliance on such preliminary information and estimates because they may prove to be materially inaccurate. The preliminary
information and estimates have not been compiled or examined by our independent auditors and they are subject to revision as we
prepare our financial statements as of and for the fiscal year ended September 30, 2025, including all disclosures required by
U.S. generally accepted accounting principles. While we believe that such preliminary information and estimates are based on
reasonable assumptions, actual results may vary, and such variations may be material. Our actual future results may be
materially different from what we expect due to factors largely outside our control, including risks related to whether the Company
will continue to maintain compliance with all Nasdaq continued listing requirements, risks that our strategic partnerships may not
facilitate the commercialization or market acceptance of our technology; whether due to supply chain disruptions, labor
shortages or otherwise; risks that our technology will not perform as expected based on results of our pre-clinical and
clinical trials; risks related to uncertainties associated with the Company’s capital requirements to achieve its
business objectives and ability to raise additional funds: the risk that we may not be able to secure or retain coverage or adequate
reimbursement for our technology; uncertainties inherent in the development process of our technology; risks related to
changes in regulatory requirements or decisions of regulatory authorities; that we may not have accurately estimated the size
and growth potential of the markets for our technology; risks relate to clinical trial patient enrollment and the results of
clinical trials; that we may be unable to protect our intellectual property rights; and other risks, uncertainties and
assumptions, including those described under the heading “Risk Factors” in our filings with the Securities and Exchange
Commission. These forward–looking statements speak only as of the date of this press release and NeuroOne undertakes no
obligation to revise or update any forward–looking statements for any reason, even if new information becomes available in the
future. These forward-looking statements should not be relied upon as representing the Company’s views as of any date
subsequent to the date of this Current Report on Form 8-K.
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: October 6, 2025 |
|
|
| |
By: |
/s/ David Rosa |
| |
|
David Rosa |
| |
|
Chief Executive Officer |
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