NeuroOne Medical Technologies Corporation
7599 Anagram Drive
Eden Prairie, Minnesota 55344
March 4, 2021
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attention: Tim Buchmiller
| Re: | NeuroOne Medical Technologies Corporation |
Registration Statement on Form S-1
Filed February 10, 2021
File No. 333-252951
Dear Mr. Buchmiller:
NeuroOne Medical Technologies Corporation (the “Company,” “we”, “us”, or “our”) today filed Amendment No. 1 to its Registration Statement on Form S-1 (File No. 333-252951). This letter responds to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the above-referenced Registration Statement contained in your letter, dated February 19, 2021 (the “Comment Letter”). For your convenience, we have included the text of the applicable comment in the Comment Letter in bold immediately before our response. All page references contained in our responses below are to the pages of Amendment No. 1 in the form filed today with the Commission.
Registration Statement Form S-1
Cover Page
| 1. | You appear to be registering the resale of warrants and units in addition to the resale of the common stock. Since there does not appear to be a market for the warrants or the units at this time, please disclose the offering price of the warrants and of the units, in accordance with Regulation S-K Item 501(b)(3), at a fixed price. Also, we note that currently only the description of the common stock is included in the "Description of Securities to be Registered" portion of the prospectus. Please also include the required description of the warrants and units in accordance with Regulation S-K Item 202 in that section. If you only intend to register the resale of the common stock, which is currently issued or issuable upon exercise of the warrants, please revise to make that clear. |
Response:
Revisions have been made to the cover page, and pages 10, 13, 14 and 15 in response to the Staff’s comment, to clarify that the units are not being registered for resale, and to provide additional information regarding the warrants.
The Company respectfully requests the Staff’s assistance in completing the review of the Registration Statement as soon as possible. Please advise us if we can provide any further information or assistance to facilitate your review. If the Staff should have any questions, or would like further information, concerning any of the responses above, please do not hesitate to contact Phillip D. Torrence at (269) 337-7702 or ptorrence@honigman.com. We thank you in advance for your attention to the above.
| Sincerely, | |
/s/ Dave Rosa | |
| Dave Rosa | |
| President and Chief Executive Officer | |
| NeuroOne Medical Technologies Corporation |
| cc: | Phillip D. Torrence, Honigman LLP | |
| Emily J. Johns, Honigman LLP |
