Current Report Filing (8-k)
June 08 2018 - 3:07PM
Edgar (US Regulatory)
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): June 5, 2018
NeuroOne
Medical Technologies Corporation
(Exact
name of registrant as specified in its charter)
000-54716
|
|
27-0863354
|
(Commission
File Number)
|
|
(IRS
Employer Identification No.)
|
10006
Liatris Lane, Eden Prairie, MN 55347
(Address
of principal executive offices and zip code)
952-237-7412
(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))
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
5.07. Submission of Matters to a Vote of Security Holders.
(a) At
the annual meeting (the “
Annual Meeting
”) of stockholders of NeuroOne Medical Technologies
Corporation (the “
Company
”) on June 5, 2018, stockholders (i) elected one Class I director to
the Company’s Board of Directors (the “
Board
”) to serve a three-year term until the 2021
annual meeting of stockholders, (ii) ratified the appointment of BDO USA, LLP as the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2018, (iii) approved, on an advisory basis, the
Company’s named executive officers’ compensation and (iv) approved, on an advisory basis, to conduct an advisory
vote on the frequency of future advisory votes on executive compensation every three years.
For
Proposal 1, the nominee receiving the most votes cast was elected as a director. Proposals 2, 3 and 4 required the affirmative
vote of the holders of a majority of shares entitled to vote and present at the meeting. The Proposals are described in detail
in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “
SEC
”)
on April 27, 2018.
A
total of 4,318,302 shares of the Company’s common stock were present at the meeting in person or by proxy, which
represents approximately 54.91% of the shares of common stock outstanding as of the record date for the
Annual Meeting.
(b) The
results of the voting are shown below:
Proposal
1—Election of Directors
Class I Nominee
|
|
Votes For
|
|
Votes Withheld
|
|
Broker Non-Votes
|
Paul Buckman
|
|
4,212,385
|
|
0
|
|
105,917
|
Proposal
2—Ratification of Appointment of Independent Registered Public Accounting Firm
Votes For
|
|
Votes Against
|
|
Votes Abstain
|
3,521,284
|
|
0
|
|
797,018
|
Proposal
3
—
Advisory Approval of the Company’s Named Executive Officers’ Compensation
Votes For
|
|
Votes Against
|
|
Votes Abstain
|
|
Broker Non-Votes
|
4,212,085
|
|
0
|
|
300
|
|
105,917
|
Proposal
4
—
Advisory Recommendation on the Frequency of an Advisory Vote on Named Executive Officer Compensation
ONE YEAR
|
|
TWO YEARS
|
|
THREE YEARS
|
|
Votes Abstain
|
1,878,696
|
|
104,545
|
|
2,228,844
|
|
300
|
(d)
For Proposal 4, “three years” received the affirmative vote of the holders
of a majority of shares entitled to vote and present at the Annual Meeting. In light of such result and the prior recommendation
of the Board, the Board has determined that the Company will implement an advisory vote on executive officer compensation every
three years until the next required advisory vote on such frequency.
SIGNATURE
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 hereunto duly authorized.
Dated:
June 8, 2018
|
NeuroOne
Medical Technologies Corporation
|
|
|
|
|
By:
|
/s/
David Rosa
|
|
|
David
Rosa
|
|
|
Chief
Executive Officer
|
2