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): May 21, 2026
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 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On May 21, 2026, the Audit Committee (the “Audit Committee”) of the Board of Directors of NeuroOne Medical Technologies Corporation (the “Company”), after discussion with management, determined that the Company’s previously issued interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed on May 12, 2026 (the “Previous Filing”), should no longer be relied upon and should be restated because of accounting errors relating to revenue recognition. Similarly, any previously furnished or filed reports, related earnings releases, investor presentations or similar communications of the Company describing the Company’s financial results for the quarter ended March 31, 2026 or other financial information contained in the Previous Filing should no longer be relied upon.
The errors were due in part to the inadequate design and implementation of internal controls and procedures to evaluate certain customer modified purchase orders. As a result, revenue and accounts receivable were overstated for the three months and six months ended March 31, 2026 by an estimated $529 thousand, gross profit was overstated for the three months and six months ended March 31, 2026 by an estimated $296 thousand, and operating loss and net loss were understated for the three months and six months ended March 31, 2026 by an estimated $296 thousand. In addition, as of March 31, 2026, the Company estimates that its total assets were overstated by $296 thousand and inventory was understated by $233 thousand. These matters did not involve any intentional misconduct with respect to the Company, its management or employees. These estimates reflect preliminary information based on facts available to the Company’s management as of the date of this report and are subject to potential further changes upon completion of the Company’s financial review and restatement procedures.
As a result of the accounting errors identified, in an amendment to the Previous Filing, the Company will (i) restate its unaudited condensed financial statements and the notes thereto included in the Previous Filing, and (ii) amend, among other disclosures, its Management’s Discussion and Analysis of Financial Condition and Results of Operations for the applicable period. The Company intends to file an amendment to the Previous Filing as soon as reasonably practicable.
The Audit Committee and the Company’s management have discussed the matters disclosed in this Item 4.02 with the Company’s independent registered public accounting firm, Baker Tilly US, LLP.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are all statements other than those of historical fact. Certain of these forward-looking statements can be identified by the use of words such as “anticipate,” “estimate,” “intend,” “potential,” “should,” “will,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the Company’s identification of accounting errors, its intent to restate certain historical financial statements and the timing and impact of the restatement. These statements are based on the Company’s current expectations as of the date of this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not undertake any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise, except as required by law. Accordingly, readers are cautioned not to put undue reliance on forward-looking statements.
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Item 7.01 Regulation FD Disclosure.
On May 22, 2026, the Company issued a press release regarding its intention to restate the financial statements in the Previous Filing. A copy of the Company’s press release is furnished herewith as Exhibit 99.1.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under such section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 99.1 | Press Release, dated May 22, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
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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.
|
| NEUROONE MEDICAL TECHNOLOGIES CORPORATION | |
| Dated: May 22, 2026 | ||
| By: | /s/ David Rosa | |
| David Rosa | ||
| Chief Executive Officer | ||
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