SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended SeptemberJune 30, 20162017

 

-OR-

 

¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities And Exchange Act of 1934 for the transaction period from________from _________ to________

 

Commission File Number:Number: 000-54716

 

Original Source Entertainment, Inc.NeuroOne Medical Technologies Corporation

(Exact name of Registrant in its charter)

 

NevadaDelaware 27-0863354
(State or Other Jurisdiction of Incorporation or
Organization)
 (I.R.S. Employer Identification Number)

24 Turnberry Dr., Williamsville, NY 14221
10006 Liatris Lane, Eden Prairie, MN55347
(Address of Principal Executive Offices (Zip Code)

 

Registrant's Telephone Number, Including Area Code:(708) 902-7450

Registrant’s Telephone Number, Including Area Code:952-237-7412

Original Source Entertainment, Inc.
24 Turnberry Dr.

Williamsville, New York 14221
(Former name or former address, if changed since last report)

 

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No x

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-acceleratenon-accelerated filer, or a smallsmaller reporting company, as defined byor an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act):Act:

 

Large accelerated filer¨Non-accelerated filer¨
Accelerated filer¨Smaller reporting companyx
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.¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨

 

The number of outstanding shares of the registrant'sregistrant’s common stock as of November 14, 2016August 11, 2017 was 5,073,000 shares of its $.001 par value common stock.7,864,994.

 

 

ORIGINAL SOURCE ENTERTAINMENT, INC.NEUROONE MEDICAL TECHNOLOGIES CORPORATION

FORM 10-Q

INDEX

 

PART 1 – FINANCIAL INFORMATION

  

  Page
Item 1.  Financial Statements 31
Item 2.  Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations 97
Item 3. Quantitative and Qualitative Disclosures About Market Risk 1211
Item 4.  Controls and Procedures 1211

PART II - OTHER INFORMATION

PART II - OTHER INFORMATION
Item 1.  Legal Proceedings 1311
Item 1A. Risk Factors 1311
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds 1312
Item 3.  Defaults Upon Senior Securities 1312
Item 4.  Mine Safety Disclosures 1312
Item 5.  Other Information 1312
Item 6.  Exhibits 1312
   
SIGNATURES 1415

 

 

Item 1. Financial Statements

 

ORIGINAL SOURCE ENTERTAINMENT, INC.NEUROONE MEDICAL TECHNOLOGIES CORPORATION

CONDENSED BALANCE SHEETS

(Unaudited)

 

  

September 30, 2016

  December 31, 2015 
ASSETS        
Current assets        
Cash $-  $- 
Assets from discontinued operations  4,277   1,838 
Total Assets $4,277  $1,838 
         
LIABILITIES AND STOCKHOLDERS' DEFICIT        
         
Current liabilities        
Accounts payable $21,284  $10,857 
Advances  – related party  66,429   52,652 
Liabilities from discontinued operations  21,807   19,821 
Total current liabilities  109,520   83,330 

 

Total Liabilities

  109,520   83,330 
         
Stockholders' Deficit        
Preferred stock, $0.001 par value; 5,000,000 shares authorized; none issued and outstanding  -   - 
Common stock, $0.001 par value; 45,000,000 shares authorized; 5,073,000 shares issued and outstanding  5,073   5,073 
Additional paid in capital  45,577   45,577 
Equity from discontinued operations  63,523   47,906 
Retained deficit  (219,416)  (180,048)
Total Stockholders' Deficit  (105,243)  (81,492)
         
Total Liabilities and Stockholders' Deficit $4,277  $1,838 

The accompanying notes are an integral part of the financial statements

3

ORIGINAL SOURCE ENTERTAINMENT, INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

  Three Months  Three Months  Nine Months  Nine Months 
  Ended  Ended  Ended  Ended 
  September 30, 2016  September 30, 2015  September 30, 2016  September 30, 2015 
             
Revenue $-  $-  $-  $- 
                 
Operating Expenses:                
   General and administrative  5,711   2,589   24,204   22,087 
   Professional fees      -       - 
                 
         Total Operating Expenses  5,711   2,589   24,204   22,087 
                 
Income (Loss) from Operations  (5,711)  (2,589)  (24,204)  (22,087)
                 
Income (Loss) before Provision for Income Taxes  (5,711)  (2,589)  (24,204)  (22,087)
Income Tax Provision  -   -   -   - 
                 
Net loss from continuing operations  (5,711)  (2,589)  (24,204)            (22, 087)
Net income (loss) from discontinued operations  -   (7,477)  (15,164)  (21,706)
Net Income (Loss) $(5,711) $(10,066) $(39,368) $(43,793)
                 
Net loss per common share basic and diluted from continuing operations $(0.00)* $(0.00)* $(0.00)* $(0.00)*
Net loss per common share basic and diluted from discontinued operations $(0.00)* $(0.00)* $(0.00)* $(0.00)*
                 
 Net loss per common share basic and diluted $(0.00)* $(0.00)* $(0.00)* $(0.01)*
                 
Weighted average number of common shares                
  Outstanding- Basic and diluted  5,073,000   5,073,000   5,073,000   5,073,000 

4

ORIGINAL SOURCE ENTERTAINMENT, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

  For The Nine
Months Ended
September 30, 2016
  For The Nine
Months Ended
September 30, 2015
 
Cash Flows From Operating Activities:        
Net Income For The Period $(39,368) $(43,793)
Adjustments to reconcile net loss to net cash used in operating activities:        
Equity from discontinued operations  15,617   15,260 
Changes in Operating Assets and Liabilities-        
Assets from discontinued operations  (2,439)  (4)
Liabilities from discontinued operations  7,788   6,524 
Accounts payable and accrued liabilities  4,625   (1,863)
Net Cash Used in Operating Activities  (13,777)  (23,876)
         
Cash Flows From Investing Activities:        
Net Cash Provided by (Used in) Investing Activities  -   - 
         
Cash Flows From Financing Activities:        
Advances – related party  13,777   23,876 
Notes payable - related parties  -   - 
Net Cash Provided by Financing Activities  13,777   23,876 

Net Increase (Decrease) in Cash

  -   - 
         
Cash - Beginning of Period  -   - 
         
Cash - End of Period $-  $- 
         
Non-Cash Financing and Investing Activities:        
Gain on forgiveness or related party notes payable $-  $- 
         
Supplemental Disclosures        
Cash paid in interest $-  $- 
Cash paid for income taxes $-  $- 
  

June 30,
2017

  December  31,
2016
 
ASSETS        
Current assets        
Cash $-  $- 
Assets from discontinued operations  -   4,277 
Total Assets $-  $4,277 
         
LIABILITIES AND STOCKHOLDERS’ DEFICIT        
         
Current liabilities        
Accounts payable $41,667  $22,362 
Accrued liabilities  1,498   - 
Advances  – related party  85,330   73,758 
Liabilities from discontinued operations  -   21,807 
Total current liabilities  128,495   117,927 
Total Liabilities  128,495   117,927 
         
Stockholders’ Deficit        
Preferred stock, $0.001 par value; 10,000,000 and 5,000,000 shares authorized as of June 30, 2017 and December 31, 2016, respectively; none issued and outstanding as of June 30, 2017 and December 31, 2016.  -   - 
Common stock, $0.001 par value; 100,000,000 and 45,000,000 shares authorized as of June 30, 2017 and December 31, 2016, respectively; 5,073,000 shares issued and outstanding as of June 30, 2017 and December 31, 2016.  5,073   5,073 
Additional paid in capital  45,577   45,577 
Accumulated deficit  (179,145)  (164,300)
Total Stockholders’ Deficit  (128,495)  (113,650)
Total Liabilities and Stockholders’ Deficit $-  $4,277 

 

The accompanying notes are an integral part of the condensed financial statements

NEUROONE MEDICAL TECHNOLOGIES CORPORATION

5CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

 

  Three Months Ended
June 30,
  

Six Months Ended

June 30,

 
  2017  2016  2017  2016 
             
Revenues: $-  $-  $-  $- 
                 
Operating Expenses:                
General and administrative  23,621   14,108   32,375   18,493 
                 
Total Operating Expenses  23,621   14,108   32,375   18,493 
                 
Income (Loss) from Operations  (23,621)  (14,108)  (32,375))  (18,493)
Income Tax Provision  -   -   -   - 
Net loss from continuing operations  (23,621)  (14,108)  (32,375)  (18,493)
Net income (loss) from discontinued operations  -   (10,591)  17,530   (15,164)
Net Income (Loss) $(23,621) $(24,699) $(14,845) $(33,657)
                 
Net loss per common share basic and diluted from continuing operations $(0.00)* $(0.00)* $(0.00)* $(0.00)*
Net loss per common share basic and diluted from discontinued operations $-  $(0.00)* $(0.00)* $(0.00)*
                 
Net loss per common share basic and diluted $(0.00)* $(0.00)* $(0.00)* $(0.01)
                 
Weighted average number of common shares Outstanding- Basic and diluted  5,073,000   5,073,000   5,073,000   5,073,000 

*Denotes a loss of less than $(0.01)

 

ORIGINAL SOURCE ENTERTAINMENT, INC.The accompanying notes are an integral part of the condensed financial statements

NEUROONE MEDICAL TECHNOLOGIES CORPORATION

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

  For The Six
Months
Ended June
30, 2017
  For The Six
Months
Ended
June
30, 2016
 
Cash Flows From Operating Activities:        
Net Loss For The Period $(14,845) $(33,657)
Adjustments to reconcile net loss to net cash used in operating activities:        
Impact from discontinued operations  (17,530)  15,617 
Changes in Operating Assets and Liabilities:        
Assets from discontinued operations  -   (2,439)
Liabilities from discontinued operations  -   1,986 
Accounts payable and accrued liabilities  20,803   10,283 
Net Cash Used in Operating Activities  (11,572)  (8,210)
         
Cash Flows From Investing Activities:        
Net Cash Provided by (Used in) Investing Activities  -   - 
         
Cash Flows From Financing Activities:        
Advances – related party  11,572   8,210 
Net Cash Provided by Financing Activities  11,572   8,210 
         
Net Increase (Decrease) in Cash  -   - 
         
Cash - Beginning of Period  -   - 
         
Cash - End of Period $-  $- 
         
Supplemental Disclosures        
Cash paid in interest $-  $- 
Cash paid for income taxes $-  $- 

The accompanying notes are an integral part of the condensed financial statements

NEUROONE MEDICAL TECHNOLOGIES CORPORATION

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

FOR THE NINETHREE AND SIX MONTHS ENDED SEPTEMBERJUNE 30, 20162017 AND 20152016

(Unaudited)

  

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Original Source Entertainment, Inc.NeuroOne Medical Technologies Corporation’s (the “Company”), was originally incorporated in the State of Nevada on August 20, 2009 (“Inception”) as Original Source Entertainment, Inc. (“OSE”). The Company’sOSE’s intent iswas to license songs to the television and music industry for use for use in television shows or movies. The CompanyOSE has had limited activity and revenue to date.date and no longer had any assets or operations, as of June 30, 2017, since the spin-off of its wholly owned subsidiary effective May 13, 2016, as further described under “—Discontinued Operations” below.

The Company’s Board of Directors and majority stockholder, who was also the Company’s Chief Executive Officer and sole director, authorized, as of April 17, 2017: (a) an amendment to the Company’s Articles of Incorporation to effect a change of name from “Original Source Entertainment, Inc.” to “NeuroOne Medical Technologies Corporation”; (b) an amendment to the Company’s Articles of Incorporation to effect an increase in the number of authorized shares of common stock from 45,000,000 to 100,000,000 and to increase the number of authorized shares of preferred stock from 5,000,000 to 10,000,000; (c) a Certificate of Amendment to the Company’s Articles of Incorporation, which makes no material changes to the Company’s existing Articles of Incorporation other than incorporating the amendments described in the prior clauses (a) and (b); (d) a change to the Company’s state of incorporation from the State of Nevada to the State of Delaware pursuant to a plan of conversion in connection with which the Company will adopt a new certificate of incorporation and bylaws under the laws of the State of Delaware; and (e) the adoption of a 2017 Equity Incentive Plan.

Pursuant to a Plan of Conversion (the “Plan”), on June 23, 2017, the Company filed a Certificate of Amendment to the Articles of Incorporation with the Secretary of State of the State of Nevada to effect clauses (a), (b) and (c) above. Pursuant to the Plan, on June 23, 2017, the Company filed Articles of Conversion with the Secretary of State of the State of Nevada to change the Company’s state of incorporation from Nevada to Delaware (the “Reincorporation”). In connection with the Reincorporation, on June 28, 2017, the Secretary of State of the State of Delaware accepted the Company’s filing of a Certificate of Conversion and a Certificate of Incorporation.

On July 20, 2017, the Company entered into a Merger Agreement with NeuroOne, Inc. and OSOK Acquisition Company to acquire NeuroOne, Inc. The transactions contemplated by the Merger Agreement were consummated on July 20, 2017. See Note 5– Subsequent Events.

 

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company’s year-end is December 31.

 

Unaudited Interim Financial Information

The accompanying unaudited interim financial statements and related notes have been prepared in accordance with U.S. GAAP for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (the "SEC"“SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These unaudited interim financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 20152016 and notes thereto contained in the information as part of the Company'sCompany’s Annual Report on Form 10-K, which was filed with the SEC on April 14, 2016.

17, 2017.

Discontinued OperationOperations

On February 5, 2014, the board of directors of the CompanyOSE authorized the spin-off of Original Source Music, Inc. (“Original Source Music”), the Company’s wholly-owned subsidiary, which holds all of its operations,Original Source Music Inc., to shareholders of record as of February 25, 2014. All of the Company’s assets and business operations at that time were held in Original Source Music, Inc. The spin-off was done in connection with a change of control of Original Source Entertainment.OSE. Under the terms of the spin-off, Original Source Music’sthe Company’s common shares, par value $0.001 per share, will bewere distributed on a pro-rata basis to each holder of the Company’sOSE’s common shares on the record date without any consideration or action on the part of such holders, and the holders of Original Source Entertainment’sOSE’s common shares as of the record date willwould become owners of 100 percent of Original Source Music’sour common shares.

 

On May 13, 2016, the spin-off was completed due to the satisfactory resolution of all comments from the Securities and Exchange CommissionSEC to the Form 10 of Original Source Music and the Form 10’s effectivenesseffectiveness.

Prior year amounts have been reclassified to current year presentation with regard to equity from discontinued operations.

 

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 

 


Income Taxes

Deferred income tax assets and liabilities are recognized based on differences between the financial statement and tax basis of assets and liabilities using presently enacted tax rates. At each balance sheet date, the Company evaluates the available evidence about future taxable income and other possible sources of realization of deferred tax assets, and records a valuation allowance that reduces the deferred tax assets to an amount that represents management’s best estimate of the amount of such deferred tax assets that more likely than not will be realized.

 

Basic and Diluted Earnings (Loss) Per Share

The Company computes earnings (loss) per share in accordance with ASC 260-10-45 “Earnings per Share”, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period.  Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive.

 

During the nine months ended September 30, 2016 and 2015, the Company did have potentially dilutive debt instruments outstanding that has been excluded from the earnings per share calculation, as such an inclusion would have been anti-dilutive due to losses incurred by the Company in both period and, therefore, basic and diluted earnings (loss) per share are equal in both periods.

Recent Accounting Pronouncements

We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company other than those relating to Development Stage Entities as discussed above.

NOTE 2. GOING CONCERN

 

The Company has suffered a lossincurred losses from operations and has negative cash flows from operations, and in all likelihood will be required to make significant future expenditures in connection with marketing efforts along with general administrative expenses.expenditures. The Company does not have adequate liquidity to fund its operations throughout fiscal 2017 without raising additional funds. These conditionsfactors raise substantial doubt about the Company’sits ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this condition. After completion of the merger transaction on July 20, 2017 (see Note 5), the Company intends to seek additional financing to fund its new plan of operations. If the Company is not able to raise additional working capital, it will have a material adverse effect on the operations of the Company.

 

The Company may raise additional capital through the sale of its equity securities, through an offering of debt securities, or through borrowings from financial institutions or related parties. By doing so, the Company hopes to generate sufficient capital to execute its business plan of licensing songs to the television and music industry for use for use in television shows or movies on an ongoing basis. Management believes that actions presently being takenthe currently available resources, taking into account the cash on hand of its recently-acquired, wholly-owned subsidiary NeuroOne, Inc., combined with funds expected to obtain additional funding provide the opportunity forbe raised in fiscal 2017 will be sufficient to enable the Company to continue as a going concern.meet its operating plan through at least June 30, 2018. However, if the Company is unable to raise additional funds, or the Company’s anticipated operating results are not achieved, management believes planned expenditures may need to be reduced in order to extend the time period that existing resources can fund the Company’s operations. If management is unable to obtain the necessary capital, it may have to cease operations.

5

 

NOTE 3. ADVANCES PAYABLE - RELATED PARTY

 

In supportAs of June 30, 2017 and December 31, 2016, the Company’s efforts and cash requirements, it may rely onCompany had outstanding advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders.  Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature$85,330 and have not been formalized by a promissory note.


As of September 30, 2016 and December 31, 2015, the amount outstanding was $66,429 and $52,652,$73,758, respectively. The advances are non-interest bearing, due upon demand and unsecured. 

 

NOTE 4. SPIN-OFF

 

On February 5, 2014, the board of directors of Original Source EntertainmentOSE authorized the spin-off of the CompanyCompany’s wholly-owned subsidiary, Original Source Music Inc., to shareholders of record as of February 25, 2014. All of the Company’s assets and business operations at that time were held in Original Source Music, Inc. The spin-off was done in connection with a change of control of Original Source Entertainment.OSE. Under the terms of the spin-off, the Company’s common shares, par value $0.001 per share, will bewere distributed on a pro-rata basis to each holder of Original Source Entertainment’sOSE common shares on the record date without any consideration or action on the part of such holders, and the holders of Original Source Entertainment’sOSE’s common shares as of the record date willwould become owners of 100 percent of our common shares.

 

On May 13, 2016, the spin-off was completed due to the satisfactory resolution of all comments from the Securities and Exchange CommissionSEC to the Form 10 and the Form 10’s effectiveness.

 

The prior financial statements have been revised to reflect the completed spin-off.

 

NOTE 5. SUBSEQUENT EVENTS

 

In accordanceMerger with ASC 855-10, “Subsequent Events”NeuroOne, Inc.

On July 20, 2017, the Company has analyzed its operations subsequententered into a Merger Agreement with NeuroOne, Inc. and OSOK Acquisition Company to September 30, 2016acquire NeuroOne, Inc. (the “Acquisition”). The transactions contemplated by the Merger Agreement were consummated on July 20, 2017 (the “Closing”) and, pursuant to the date these financial statementsterms of the Merger Agreement, (i) all outstanding shares of common stock of NeuroOne, Inc., par value $0.0001 per share (the “NeuroOne Shares”) were availableexchanged for shares of the Company’s common stock, par value $0.001 per share (the “Company Shares”) based on the exchange ratio of 17.0103706 Company Shares for every one NeuroOne Share, resulting in the Company issuing, on July 20, 2017, an aggregate of 6,291,994 Company Shares for all of the then-outstanding NeuroOne Shares, (ii) all outstanding options of NeuroOne, Inc. were replaced with options to be issued. During this period, we did not have any significant subsequent events.purchase Company Shares based on the exchange ratio, with corresponding adjustments to their respective exercise prices, pursuant to which the Company reserved 365,716 Company Shares for issuance upon the exercise of options, (iii) all warrants of NeuroOne, Inc. were replaced with warrants to purchase Company Shares and (iv) the Company assumed the outstanding convertible promissory notes of NeuroOne, Inc. The NeuroOne options had been issued pursuant to the NeuroOne, Inc. 2016 Equity Incentive Plan. Pursuant to the Merger Agreement, the Company assumed the 2016 Plan upon the Closing.

Pursuant to the Acquisition, the Company acquired 100% of NeuroOne, Inc. in exchange for the issuance of Company Shares and NeuroOne, Inc. became the Company’s wholly-owned subsidiary. Also at the Closing, Mr. Samad (the majority owner of the Company prior to the Acquisition) tendered for cancellation 3,500,000 Company Shares held by him as part of the conditions to Closing.

In connection with the Acquisition, Amer Samad, formerly the Company’s sole director and officer, appointed the person designated by NeuroOne, Inc. to the Company’s Board of Directors and resigned from all officer positions. The Company’s newly constituted Board of Directors immediately appointed the officers designated by NeuroOne, Inc. On August 4, 2017, Mr. Samad’s resigned as a director and three new members of the board of directors were appointed.

 


6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-looking Statements

StatementsThe following discussion of our financial condition and results of operations should be read in this Management’s Discussionconjunction with the financial statements and Analysis of Financial Condition and Results of Operation, as well asnotes included in certain other partsPart I “Financial Information”, Item I “Financial Statements” of this quarterly reportQuarterly Report on Form 10-Q (as well as informationand the audited financial statements and related footnotes included in oralourAnnual Report on Form 10-K filed on April 17, 2017.

Forward-Looking Statements

Certain statements or other writtencontained in this Quarterly Report on Form 10-Q are not statements made or to be made by Original Source) that look forward in time,of historical fact and are forward-looking statements.statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include statements concerning plans, objectives, goals, strategies,give current expectations or forecasts of future events or performance, expectations, predictions,our future financial or operating performance. We may, in some cases, use words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of those terms, and similar expressions that convey uncertainty of future events or outcomes to identify these forward-looking statements.

These forward-looking statements reflect our management’s beliefs and views with respect to future events, are based on estimates and assumptions and other statements which are other than statementsas of historical facts. Although Original Source believes such forward-looking statements are reasonable, it can give no assurance that any forward-looking statements will prove to be correct. Such forward-looking statementsthe date of this report and are subject to risks and uncertainties, many of which are qualified by, known and unknown risks, uncertainties and other factorsbeyond our control, that could cause our actual results performance or achievements to differ materially from those expressed or implied by thosein these forward-looking statements. TheseMoreover, we operate in a very competitive and rapidly changing environment. New risks uncertainties and other factors include, but areemerge from time to time. It is not limitedpossible for our management to Original Source’s ability to estimatepredict all risks, nor can we assess the impact of competition andall factors on our business or the extent to which any factor, or combination of industry consolidation and risks,factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Given these uncertainties, and other factors set forth in Original Source’s filings with the Securities and Exchange Commission, including without limitation to this Quarterly Reportyou should not place undue reliance on Form 10-Q.these forward-looking statements.

 

Original Source undertakesAny forward-looking statement made by us in this report speaks only as of the date hereof or as of the date specified herein. We undertake no obligation to publicly update any forward-looking statements to reflect eventsstatement, whether as a result of new information, future developments or circumstances occurring after the date of this Form 10-Q.otherwise, except as may be required by applicable laws or regulations.

 

GeneralOverview

We were initially incorporated under the laws of the State of Nevada on August 20, 2009. We are a development stage company,2009 and ourreincorporated under the laws of Delaware in June 2017. Our business from inception through to May 13, 2016 was to license songs to the television and music industry for use for use in television shows or movies. We have had limited activity and revenue to date.dateand had no assets or operations as of June 30, 2017, since the spin-off of our wholly owned subsidiary, as further described below. As of May 13, 2016, we spun-off Original Source Music, Inc. (“Original Source Music”), our wholly-owned subsidiary which holdsheld all of our operations, to shareholders of record as of February 25, 2014. The spin-off was done in connection with a change of control of our company. Under the terms of the spin-off, Original Source Music’s common shares, par value $0.001 per share, will bewere distributed on a pro-rata basis to each holder of our common shares on the record date without any consideration or action on the part of such holders, and the holders of our common shares as of the record date will becomebecame owners of 100% of Original Source Music’s common shares, subject to applicable FINRA filings. Accordingly, as of June 30, 2017, we arewere a blank check registrant as that term is defined in Rule 419(a)(2) of Regulation C of the Securities Act of 1933, because we have no a specific business plan and purpose. We do not have any definitive plans, proposals, arrangements or understandings

Our Board of Directors and our former majority stockholder, who was also our Chief Executive Officer and sole director, authorized, on April 17, 2017:

·An amendment to our Articles of Incorporation to effect a change of our name from “Original Source Entertainment, Inc.” to “NeuroOne Medical Technologies Corporation.”

·An amendment to our Articles of Incorporation to effect an increase in the number of authorized shares of our common stock from 45,000,000 to 100,000,000 and to increase the number of authorized shares of our preferred stock from 5,000,000 to 10,000,000.
·A Certificate of Amendment to our Articles of Incorporation, which makes no material changes to our existing Articles of Incorporation other than incorporating the amendments described in the prior bullets.

·A change to our state of incorporation from the State of Nevada to the State of Delaware pursuant to a plan of conversion in connection with which the Company will adopt a new certificate of incorporation and bylaws under the laws of the State of Delaware.

·The adoption of a 2017 Equity Incentive Plan.

Pursuant to the Plan, on June 23, 2017, we filed a Certificate of Amendment to our Articles of Incorporation with any representativesthe Secretary of State of the ownersState of any operating business or companyNevada to effect clauses (a), (b) and (c) above. A copy of the Certificate of Amendment to the Articles of Incorporation is annexed hereto as Exhibit 3.1 and is incorporated by reference herein. Pursuant to the Plan, on June 23, 2017, we filed Articles of Conversion with the Secretary of State of the State of Nevada for our Reincorporation. The Articles of Conversion, including the Plan, are annexed hereto as Exhibit 3.2 and are incorporated by reference herein.

In connection with the Reincorporation and pursuant to the Plan, on June 28, 2017, the Secretary of State of the State of Delaware accepted the Company’s filing of a Certificate of Conversion and a Certificate of Incorporation. The Certificate of Conversion and Certificate of Incorporation are annexed hereto as Exhibits 3.3 and 3.4, respectively, and are incorporated by reference herein. In connection with the Reincorporation, the Company adopted new By-Laws, which are annexed hereto as Exhibit 3.5 and incorporated by reference herein.

Recent Events

Merger with NeuroOne, Inc.

On July 20, 2017, we entered into the Merger Agreement with NeuroOne, Inc. and OSOK Acquisition Company to acquire NeuroOne, Inc. (the “Acquisition”). The transactions contemplated by the Merger Agreement were consummated on July 20, 2017 (the “Closing”) and, pursuant to the terms of the Merger Agreement, (i) all outstanding shares of common stock of NeuroOne, Inc., par value $0.0001 per share (the “NeuroOne Shares”) were exchanged for shares of our common stock, par value $0.001 per share (the “Company Shares”) based on the exchange ratio of 17.0103706 Company Shares for every one NeuroOne Share, resulting in us issuing, on July 20, 2017, an aggregate of 6,291,994 Company Shares for all of the then-outstanding NeuroOne Shares, (ii) all outstanding options of NeuroOne, Inc. were replaced with options to purchase Company Shares based on the exchange ratio, with corresponding adjustments to their respective exercise prices, pursuant to which the Company reserved 365,716 Company Shares for issuance upon the exercise of options, (iii) all warrants of NeuroOne, Inc. were replaced with warrants to purchase Company Shares and (iv) the Company assumed the outstanding convertible promissory notes of NeuroOne, Inc. The NeuroOne options had been issued pursuant to the NeuroOne, Inc. 2016 Equity Incentive Plan. Pursuant to the Merger Agreement, the Company assumed the 2016 Plan upon the Closing.

Pursuant to the Acquisition, we acquired 100% of NeuroOne, Inc. in exchange for the issuance of Company Shares and NeuroOne, Inc. became our wholly-owned subsidiary. Also at the Closing, Mr. Samad tendered for cancellation 3,500,000 Company Shares held by him as part of the conditions to Closing.A copy of the Merger Agreement is annexed hereto as Exhibit 2.1 and is incorporated by reference herein.

In connection with the Acquisition, Amer Samad, formerly our sole director and officer, appointed the person designated by NeuroOne, Inc. to our board of directors and resigned from all officer positions. Our newly constituted board of directors immediately appointed the officers designated by NeuroOne, Inc. On August 4, 2017, Mr. Samad resigned as a director and three new members of the board of directors were appointed.

Please see our Current Report on Form 8-K filed with the SEC on July 20, 2017 (the “Acquisition 8-K”) for additional information regarding the possibilityAcquisition. In connection with the filing of this Quarterly Report on Form 10-Q, we are filing Amendment No. 1 on Form 8-K/A (the “Second Quarter 8-K/A”) to amend the Acquisition 8-K in order to (i) provide financial information of NeuroOne, Inc. for its fiscal quarter ended June 30, 2017, pro forma financial information for us as of June 30, 2017 and related updated disclosures, in each case, in accordance with the guidance set forth under Topic 12 of the Division of Corporation Finance Financial Reporting Manual so that there is no lapse in periodic reporting for the quarter ended June 30, 2017 and (ii) to correct an acquisition or merger, although we will entertain such a possibility from time to time.administrative error concerning the number of shares of common stock held directly by one of the holders of over 5% of our common stock as of the Closing.

 

We currently have no employees other than our sole officer, who IS also our sole director.

8

 

Critical Accounting Policies

 

The following discussion as well as disclosures included elsewhere in this Form 10-Q are based upon our unaudited financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. These financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America.

 


The preparation of these financial statements requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingencies. Original SourceWe continually evaluatesevaluate the accounting policies and estimates used to prepare the financial statements. Original Source bases itsWe base our estimates on historical experiences and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates made by management.us.

 

Trends and UncertaintiesResults of Operations

 

There are no material commitmentsDuring the three and six months ended June 30, 2017, we earned revenues of $0. We had general and administrative expenses of $23,621 and $32,375 during the three and six months ended June 30, 2017, respectively, and a gain from discontinued operations of zero and $17,530 for capital expenditure at this time. There are no trends, events or uncertainties that havethe three and six months ended June 30, 2017, respectively. The gain from discontinued operations was attributed to the settlement of net liabilities from discontinued operations. As a result, we had or are reasonably expecteda net loss of $23,621 and $14,845 for the three and six months ended June 30, 2017, respectively.

By comparison, during the three and six months ended June 30, 2016, we earned revenues of $0. We had general and administrative expenses of $14,108 and $18,493 during the three and six months ended June 30, 2016, respectively, and a loss from discontinued operation during the three and six month periods ended June 30, 2016 of $10,591 and $15,164, respectively. As a result, we had a net loss of $24,699 and $33,657 for the three and six months ended June 30, 2016, respectively.

The $9,513 increase in loss from operations for the three months ended June 30, 2017 compared to havethe three months ended June 30, 2016 was due to costs incurred in connection with the Acquisition primarily for professional fees, which consist of fees paid for legal, accounting, and auditing services.

The $13,882 increase in loss from operations for the six months ended June 30, 2017 compared to the six months ended June 30, 2016 was primarily the result of an increase in general and administrative expenses of $13,882 primarily from professional fees incurred in connection with the Acquisition.

Liquidity and Capital Resources

At June 30, 2017 and December 31, 2016 we had a material impact on our limited operations. There are no known causes for any material changes from period to period in one or more line itemscash balance of Original Source’s financial statements.$0.

 

The accompanying condensed financial statements have been prepared assuming that the Companywe will continue as a going concern. As shown in the accompanying financial statements, we have incurred losses of $39,368$23,621 and $43,793$24,699 for the ninethree months ended SeptemberJune 30, 20162017 and 2015,2016, respectively, and $14,845 and $33,657 for the six months ended June 30, 2017 and 2016, respectively. Our accumulated retained deficit was $179,145 as of June 30, 2017. We have a working capital deficiency which raises substantial doubt about our ability to continue as a going concern.

 

Management believesAfter completion of the Company will continue to incur losses and negative cash flows from operating activities for the foreseeable future andAcquisition on July 20, 2017, we will need to secure additional funding in August 2017.We plan to complete an equity financing in the third quarter of 2017. We may obtain additional financing in the future through the issuance of our common stock, through other equity or debt financingfinancings or through collaborations or partnerships with other companies. We may not be able to sustain its operations.

Management plansraise additional capital on terms acceptable to seek additional debt and/us, or equity financing for the Company, but cannot assure that such financing will be available on acceptable terms.

The accompanying financial statements do not includeat all, and any adjustments that might result from the outcome of this uncertainty.

Results of Operations

Three months ended September 30, 2016 comparedfailure to the three months ended September 30, 2015

During the three months ended September 30, 2016, we earned revenues of $0. We had generalraise capital as and administrative expenses of $5,711. As a result, we had a net loss of $5,711 for the three months ended September 30, 2016.

By comparison, during the three months ended September 30, 2015, we earned revenues of $0. We paid general and administrative expenses of $2,589 and had a loss from discontinued operations of $7,477. As a result, we had a net loss of $10,066 for the three months ended September 30, 2015.

The $4,355 decrease in net loss for the three months ended September 30, 2016 compared to the three months ended September 30, 2015 is primarily the result of the decrease in loss from discontinued operations of $7,477 offset by an increase in general and administrative expenses of $3,122 primarily from professional fees.


Nine Months ended September 30, 2016 compared to the Nine Months ended September 30, 2015

During the nine months ended September 30, 2016, we earned revenues of $0. We paid general and administrative expenses of $24,204 and incurred a loss from discontinued operations of $15,164. As a result, we had a net loss of $39,368 for the nine months ended September 30, 2015.

Comparatively, during the nine months ended September 30, 2015, we earned revenues of $0. We paid general and administrative expenses of $22,087 as well as incurred a loss from discontinued operations of $21,706. As a result, we had a net loss of $43,793 for the nine months ended September 30, 2015.

The $4,425 decrease in net loss for the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015, is primarily the result of the decrease in loss from discontinued operations of $6,542 offset by an increase in general and administrative expenses of $2,117 primarily from professional fees.

Liquidity and Capital Resources

At June 30, 2016 and December 31, 2016, we had a cash balance of $0.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, Original Source has incurred losses of $39,368 and $43,793 for the nine months ended September 30, 2016 and 2015, respectively, and a working capital deficiency which raises substantial doubt about the Company’swhen needed could compromise our ability to continue as a going concern.execute on our business plan.

On February 5, 2014, the board of directors of the Company authorized the spin-off of Original Source Music, Inc. (“Original Source Music”), the Company’s wholly-owned subsidiary which holds all of its operations, to shareholders of record as of February 25, 2014. The spin-off was done in connection with a change of control of Original Source Entertainment. Under the terms of the spin-off, Original Source Music’s common shares, par value $0.001 per share, will be distributed on a pro-rata basis to each holder of the Company’s common shares on the record date without any consideration or action on the part of such holders, and the holders of Original Source Entertainment’s common shares as of the record date will become owners of 100 percent of Original Source Music’s common shares.

On May 13, 2016, the spin-off was completed due to the satisfactory resolution of all comments from the Securities and Exchange Commission to the Form 10 of Original Source Music and the Form 10’s effectiveness, subject to applicable FINRA filings. Accordingly, as of such date, we no longer have any operations or assets.

Management believes the Company will continue to incur losses and negative cash flows from operating activities for the foreseeable future, including as a result of the spin-off of our operating business as of May 13, 2016, and will need additional equity or debt financing to sustain its operations and existence. Management plans to seek additional debt and/or equity financing for the Company, either independently or in conjunction with a business combination with a third party, but cannot assure that such financing will be available on acceptable terms.

The Company’sOur continuation as a going concern is dependent upon itsour ability to ultimately attain profitable operations, generate sufficient cash flow to meet itsour obligations, and obtain additional financing as may be required. Our auditors have included a “going concern” qualification in their auditors’ report dated April 14, 2016.17, 2017. Such a “going concern” qualification may make it more difficult for us to raise funds when needed. The outcome of this uncertainty cannot be assured.

 


See the Acquisition 8-K and the Second Quarter 8-K/A for the discussion our liquidity and capital resources taking into account the Acquisition and the business of NeuroOne, Inc.  

The accompanying condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

The following table summarizes our cash flows for the periods indicated:

  For the Six Months Ended 
  June 30, 
  2017  2016 
  (in thousands) 
Net cash used in operating activities $(11,572) $(8,210)
Net cash provided by (used in) investing activities      
Net cash provided by financing activities  11,572   8,210 
Net increase (decrease) in cash $  $ 

Operating Activities

 

During the ninesix months ended SeptemberJune 30, 2016,2017, we used $13,777$11,572 of cash in operating activities compared to $23,876$8,210 during the ninesix months ended SeptemberJune 30, 2015.2016.

 

During the ninesix months ended SeptemberJune 30, 2016,2017 we incurred a loss of $39,368$14,845 which included a non-cash gain of $17,530 for discontinued operations, and was partially offset for cash flow purposes by $15,617 in non-cash expenses andas we increased our balance of accounts payable and accrued liabilities by $4,625.$20,803. By comparison, during the ninesix months ended SeptemberJune 30, 2015,2016, we incurred lossesa loss of $43,793$33,657 which was partially offset for cash flow purposes by $15,260an increase in non-cash expenses and we decreasedour balance of equity from discontinued operations by $15,617, an increase in our balance of accounts payable and accrued liabilities by $1,863.$10,283 as well as an increase in our balance of liabilities from discontinued operations of $1,986 offset by an increase in in our balance of assets from discontinued operations of $2,439.

 

Investing Activities

 

During thenine six month periods ended SeptemberJune 30, 20162017 and 2015,2016, we did not pursue any investing activities.

 

Financing Activities

 

During thenine six months ended SeptemberJune 30, 2016,2017, we received $13,777$11,572 by way of advances from a related party. By comparison, we received $23,876$8,210 from advances from a related party during thenine six months ended SeptemberJune 30, 2015.2016.

 

Recently Issued Accounting Standards

 

Management doesWe do not believe that any other recently issued, but not yet effective, accounting standard if currently adopted would have a material effect on the accompanying financial statements.

 

Off Balance Sheet Arrangements

 

None.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Not applicable for smaller reporting companies.  

 

Item 4. Controls and Procedures

 

During the ninethree months ended SeptemberJune 30, 2016,2017, there were no changes in our internal controls over financial reporting (as defined in Rule 13a- 15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 


Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, including our chief executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as ofSeptember June 30, 2016.2017. Based on this evaluation, our chief executive officer and principal financial officer have concluded such controls and procedures to be ineffective as of SeptemberJune 30,, 2016 2017 to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Commission'sCommission’s rules and forms and to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer'sissuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

PART II - OTHER INFORMATION

 

Item 1.  Legal Proceedings

 

The Company was notFrom time to time, we are subject to litigation and claims arising in the ordinary course of business. Other than the letter received by NeuroOne, Inc. in May 2017 from the former employer of Mark Christianson and Wade Fredrickson claiming, among other things, certain breaches of non-competition obligations and confidentiality and non-disclosure obligations to such prior employer and federal and state law by virtue of such officers’ work for NeuroOne, Inc., we are not currently a party to any material legal proceedings duringand we are not aware of any pending or threatened legal proceeding against us that we believe could have a material adverse effect on our business, operating results or financial condition. See the nine month period ended September 30, 2016Acquisition 8-K and none are threatened or pending to the best of our knowledge and belief.Second Quarter 8-K/A for additional information.

 

Item 1A.  Risk Factors

 

Not applicable for smaller reporting companies  Factors that could cause our actual results to differ materially from those in this Quarterly Report on Form 10-Q are any of the risks described in our Acquisition 8-K. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our Acquisition 8-K.  We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

11

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.See the disclosure under “Item 3.02 Unregistered Sales of Equity Securities” in our Acquisition 8-K.

 

Item 3.  Defaults Upon Senior Securities.

 

No senior securities were issued or outstanding during the nine monthsthree and six month period ended SeptemberJune 30, 2017 or 2016.

 

Item 4.  Mine Safety Disclosures

 

Not applicable to our Company.

 

Item 5.  Other Information

 

None.

 

Item 6.  Exhibits

 

Exhibit 31 - Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32 - Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 101.INS  XBRL Instance Document

Exhibit 101.SCH  XBRL Taxonomy Extension Schema Document

Exhibit 101.CAL  XBRL Taxonomy Extension Calculation Linkbase Document

Exhibit 101.DEF  XBRL Taxonomy Extension Definition Linkbase Document

Exhibit 101.LAB  XBRL Taxonomy Extension Label Linkbase Document

Exhibit 101.PRE  XBRL Taxonomy Extension Presentation Linkbase Document

Exhibit 2.1Agreement and Plan of Merger and Reorganization by and among NeuroOne Medical Technologies Corporation, OSOK Acquisition Company and NeuroOne, Inc. dated as of July 20, 2017 (incorporated by reference to Exhibit 2.1 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017).
Exhibit 3.1Certificate of Amendment to the Company’s Articles of Incorporation, dated June 23, 2017 (incorporated by reference to Exhibit 3.1 on the Registrant’s Current Report on Form 8-K filed on June 29, 2017).
Exhibit 3.2Nevada Articles of Conversion, dated June 23, 2017 (incorporated by reference to Exhibit 3.2 on the Registrant’s Current Report on Form 8-K filed on June 29, 2017).
Exhibit 3.3Delaware Certificate of Conversion, dated June 28, 2017 (incorporated by reference to Exhibit 3.3 on the Registrant’s Current Report on Form 8-K filed on June 29, 2017).
Exhibit 3.4Certificate of Incorporation, dated June 28, 2017 (incorporated by reference to Exhibit 3.4 on the Registrant’s Current Report on Form 8-K filed on June, 29, 2017).
Exhibit 3.5Bylaws of NeuroOne Medical Technologies Corporation (incorporated by reference to Exhibit 3.5 on the Registrant’s Current Report on Form 8-K filed on June 29, 2017).
Exhibit 4.1Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 on the Registrant’s Current Report on Form 8-K filed on June 29, 2017).
Exhibit 10.1Exclusive Start-Up Company License Agreement; WARF Agreement No. 14-00333 by and between Wisconsin Alumni Research Foundation and Neuro One LLC, dated October 1, 2014 (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017).
Exhibit 10.2Amendment to Exclusive Start-Up Company License Agreement by and between Wisconsin Alumni Research Foundation, Neuro One LLC, and NeuroOne, Inc. dated as of February 22, 2017 (incorporated by reference to Exhibit 10.2 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017).
Exhibit 10.3Mayo Foundation for Medical Education and Research Amended and Restated License and Development Agreement by and between Mayo Foundation for Medical Education and Research, and NeuroOne LLC dated as of May 25, 2017 (incorporated by reference to Exhibit 10.3 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017).
Exhibit 10.4Restricted Stock Purchase Agreement by and between NeuroOne, Inc. and Thomas Bachinski, dated as of April 10, 2017 (incorporated by reference to Exhibit 10.13 the Registrant’s Current Report on Form 8-K filed on July 20, 2017).
Exhibit 10.52017 Equity Incentive Plan of the Company (incorporated by reference to Appendix G to Schedule 14C filed on April 20, 2017).
Exhibit 10.6NeuroOne Medical Technologies Corporation 2017 Equity Incentive Plan Option Agreement (incorporated by reference to Exhibit 10.15 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017).
Exhibit 10.7NeuroOne Medical Technologies Corporation 2017 Equity Incentive Plan Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.16 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017).
Exhibit 10.8Form of Indemnification Agreement with the Company’s Officers and Directors (incorporated by reference to Appendix E to Schedule 14C filed on April 20, 2017).
Exhibit 10.9Release Agreement of Wade Fredrickson dated June 28, 2017 (incorporated by reference to Exhibit 10.23 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017).
Exhibit 10.10Employment Agreement by and between NeuroOne Medical Technologies Corporation and David A. Rosa dated August 4, 2017 (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on August 7, 2017).
Exhibit 10.11Form of October 2016 Common Stock Subscription Agreement (incorporated by reference to Exhibit 10.4 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017).
Exhibit 10.12Form of Promissory Note and Warrant Subscription Agreement (incorporated by reference to Exhibit 10.5 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017).
Exhibit 10.13Form of Promissory Note issued pursuant to Promissory Note and Warrant Subscription Agreement (incorporated by reference to Exhibit 10.6 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017).
Exhibit 10.14First Amendment to Promissory Note issued pursuant to Promissory Note and Warrant Subscription Agreement (incorporated by reference to Exhibit 10.7 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017).
Exhibit 10.15Form of Capital Stock Purchase Warrant issued pursuant to Promissory Note and Warrant Subscription Agreement (incorporated by reference to Exhibit 10.8 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017).
Exhibit 10.16Form of First Amendment to Capital Stock Purchase Warrant issued pursuant to Promissory Note and Warrant Subscription Agreement (incorporated by reference to Exhibit 10.9 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017).
Exhibit 10.172016 Equity Incentive Plan of NeuroOne, Inc. (incorporated by reference to Exhibit 10.11 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017).
Exhibit 10.18Form of Stock Option Award Agreement pursuant to 2016 Equity Incentive Plan of NeuroOne, Inc. (incorporated by reference to Exhibit 10.12 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017).
Exhibit 10.19Offer Letter to Mark Christianson from NeuroOne, Inc. dated December 1, 2016 (incorporated by reference to Exhibit 10.18 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017).
Exhibit 10.20Offer Letter to Thomas Bachinski from NeuroOne, Inc. dated January 9, 2017 (incorporated by reference to Exhibit 10.19 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017).
Exhibit 10.21Offer Letter to Wade Fredrickson from NeuroOne, Inc. dated December 1, 2016 (incorporated by reference to Exhibit 10.20 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017).
Exhibit 10.22Resignation Letter of Amer Samad (incorporated by reference to Exhibit 10.22 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017).
Exhibit 31Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 101.INSXBRL Instance Document.
Exhibit 101.SCHXBRL Taxonomy Extension Schema Document.
Exhibit 101.CALXBRL Taxonomy Extension Calculation Linkbase Document.
Exhibit 101.DEFXBRL Taxonomy Extension Definition Linkbase Document.
Exhibit 101.LABXBRL Taxonomy Extension Label Linkbase Document.
Exhibit 101.PREXBRL Taxonomy Extension Presentation Linkbase Document.

 

13

14

 

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: November 21, 2016August 14, 2017

 

ORIGINAL SOURCE ENTERTAINMENT, INC.NeuroOne Medical Technologies Corporation 

 

By:/s/ Amer SamadDave Rosa
Dave Rosa
Chief Executive Officer
(Principal Executive Officer)
(Principal Financial Officer) 

15

Amer SamadEXHIBIT INDEX

Chief Executive Officer

EXHIBIT
NUMBER
DESCRIPTION OF DOCUMENT
Exhibit 2.1Agreement and Plan of Merger and Reorganization by and among NeuroOne Medical Technologies Corporation, OSOK Acquisition Company and NeuroOne, Inc. dated as of July 20, 2017 (incorporated by reference to Exhibit 2.1 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017).
Exhibit 3.1Certificate of Amendment to the Company’s Articles of Incorporation, dated June 23, 2017 (incorporated by reference to Exhibit 3.1 on the Registrant’s Current Report on Form 8-K filed on June 29, 2017).
Exhibit 3.2Nevada Articles of Conversion, dated June 23, 2017 (incorporated by reference to Exhibit 3.2 on the Registrant’s Current Report on Form 8-K filed on June 29, 2017).
Exhibit 3.3Delaware Certificate of Conversion, dated June 28, 2017 (incorporated by reference to Exhibit 3.3 on the Registrant’s Current Report on Form 8-K filed on June 29, 2017).
Exhibit 3.4Certificate of Incorporation, dated June 28, 2017 (incorporated by reference to Exhibit 3.4 on the Registrant’s Current Report on Form 8-K filed on June, 29, 2017).
Exhibit 3.5Bylaws of NeuroOne Medical Technologies Corporation (incorporated by reference to Exhibit 3.5 on the Registrant’s Current Report on Form 8-K filed on June 29, 2017).
Exhibit 4.1Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 on the Registrant’s Current Report on Form 8-K filed on June 29, 2017).
Exhibit 10.1Exclusive Start-Up Company License Agreement; WARF Agreement No. 14-00333 by and between Wisconsin Alumni Research Foundation and Neuro One LLC, dated October 1, 2014 (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017).
Exhibit 10.2Amendment to Exclusive Start-Up Company License Agreement by and between Wisconsin Alumni Research Foundation, Neuro One LLC, and NeuroOne, Inc. dated as of February 22, 2017 (incorporated by reference to Exhibit 10.2 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017).
Exhibit 10.3Mayo Foundation for Medical Education and Research Amended and Restated License and Development Agreement by and between Mayo Foundation for Medical Education and Research, and NeuroOne LLC dated as of May 25, 2017 (incorporated by reference to Exhibit 10.3 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017).
Exhibit 10.4Restricted Stock Purchase Agreement by and between NeuroOne, Inc. and Thomas Bachinski, dated as of April 10, 2017 (incorporated by reference to Exhibit 10.13 the Registrant’s Current Report on Form 8-K filed on July 20, 2017).
Exhibit 10.52017 Equity Incentive Plan of the Company (incorporated by reference to Appendix G to Schedule 14C filed on April 20, 2017).
Exhibit 10.6NeuroOne Medical Technologies Corporation 2017 Equity Incentive Plan Option Agreement (incorporated by reference to Exhibit 10.15 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017).
Exhibit 10.7NeuroOne Medical Technologies Corporation 2017 Equity Incentive Plan Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.16 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017).
Exhibit 10.8Form of Indemnification Agreement with the Company’s Officers and Directors (incorporated by reference to Appendix E to Schedule 14C filed on April 20, 2017).
Exhibit 10.9Release Agreement of Wade Fredrickson dated June 28, 2017 (incorporated by reference to Exhibit 10.23 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017).
Exhibit 10.10Employment Agreement by and between NeuroOne Medical Technologies Corporation and David A. Rosa dated August 4, 2017 (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on August 7, 2017).
Exhibit 10.11Form of October 2016 Common Stock Subscription Agreement (incorporated by reference to Exhibit 10.4 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017).
Exhibit 10.12Form of Promissory Note and Warrant Subscription Agreement (incorporated by reference to Exhibit 10.5 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017).
Exhibit 10.13Form of Promissory Note issued pursuant to Promissory Note and Warrant Subscription Agreement (incorporated by reference to Exhibit 10.6 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017).
Exhibit 10.14First Amendment to Promissory Note issued pursuant to Promissory Note and Warrant Subscription Agreement (incorporated by reference to Exhibit 10.7 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017).
Exhibit 10.15Form of Capital Stock Purchase Warrant issued pursuant to Promissory Note and Warrant Subscription Agreement (incorporated by reference to Exhibit 10.8 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017).
Exhibit 10.16Form of First Amendment to Capital Stock Purchase Warrant issued pursuant to Promissory Note and Warrant Subscription Agreement (incorporated by reference to Exhibit 10.9 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017).
Exhibit 10.172016 Equity Incentive Plan of NeuroOne, Inc. (incorporated by reference to Exhibit 10.11 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017).
Exhibit 10.18Form of Stock Option Award Agreement pursuant to 2016 Equity Incentive Plan of NeuroOne, Inc. (incorporated by reference to Exhibit 10.12 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017).
Exhibit 10.19Offer Letter to Mark Christianson from NeuroOne, Inc. dated December 1, 2016 (incorporated by reference to Exhibit 10.18 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017).
Exhibit 10.20Offer Letter to Thomas Bachinski from NeuroOne, Inc. dated January 9, 2017 (incorporated by reference to Exhibit 10.19 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017).
Exhibit 10.21Offer Letter to Wade Fredrickson from NeuroOne, Inc. dated December 1, 2016 (incorporated by reference to Exhibit 10.20 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017).
Exhibit 10.22Resignation Letter of Amer Samad (incorporated by reference to Exhibit 10.22 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017).
Exhibit 31Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 101.INSXBRL Instance Document.
Exhibit 101.SCHXBRL Taxonomy Extension Schema Document.
Exhibit 101.CALXBRL Taxonomy Extension Calculation Linkbase Document.
Exhibit 101.DEFXBRL Taxonomy Extension Definition Linkbase Document.
Exhibit 101.LABXBRL Taxonomy Extension Label Linkbase Document.
Exhibit 101.PREXBRL Taxonomy Extension Presentation Linkbase Document.

(Principal Executive Officer)

(Principal Financial Officer)


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