As filed with the Securities and Exchange Commission on July 1, 2019
Registration No. 333-227265
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NeuroOne Medical Technologies Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 3841 | 27-0863354 | ||
| (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | ||
| incorporation or organization) | Classification Code Number) | Identification No.) |
10901 Red Circle Drive, Suite 150
Minnetonka, MN 55343
952-237-7412
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
David Rosa
10901 Red Circle Drive, Suite 150
Minnetonka, MN 55343
952-237-7412
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Phillip D. Torrence, Esq.
Gabrielle L. Sims, Esq.
Honigman LLP
650 Trade Centre Way, Suite 200
Kalamazoo, MI 49002
Phone: (269) 337-7702
Fax: (269) 337-7703
Approximate date of commencement of proposed sale to the public: Not applicable
If any securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer ☒ | Smaller reporting company ☒ |
| 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 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF SECURITIES
NeuroOne Medical Technologies Corporation (the “Company”) is filing this Post-Effective Amendment No. 1 to Registration Statement on Form S-1 to withdraw and remove from registration the unsold shares of the Company’s common stock, $0.001 par value per share, if any, previously registered for resale by the Company pursuant to the Registration Statement onForm S-1 (File No. 333-227265), originally filed with the Securities and Exchange Commission on September 10, 2018 and declared effective on February 7, 2019 (the “Registration Statement”).
In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for resale that remain unsold at the termination of the offering, the Company hereby removes from registration all of its securities registered but unsold under the Registration Statement as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 1 to Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Minnetonka, State of Minnesota, on July 1, 2019.
| NeuroOne Medical Technologies Corporation | ||
| By: | /s/ David Rosa | |
| David Rosa | ||
| Its: | Chief Executive Officer | |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David Rosa and Paul Buckman and each of them, individually, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead in any and all capacities, in connection with this registration statement, including to sign in the name and on behalf of the undersigned, this registration statement and any and all amendments thereto, including post-effective amendments and registrations filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.
| /s/ David Rosa | July 1, 2019 | |
| David Rosa | ||
| Chief Executive Officer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | ||
| /s/ Paul Buckman | July 1, 2019 | |
Paul Buckman Director | ||
| /s/ Suraj Kalia | July 1, 2019 | |
| Suraj Kalia | ||
| Director | ||
| /s/ Jeffrey Mathiesen | July 1, 2019 | |
| Jeffrey Mathiesen | ||
| Director |
