Neuroone Medical Technologies Corporation

04/14/2026 | Press release | Distributed by Public on 04/14/2026 06:30

Amendments to Bylaws (Form 8-K)

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 14, 2026, NeuroOne Medical Technologies Corporation (the "Company" or "NeuroOne") filed an amendment to its Amended and Restated Certificate of Incorporation, as amended and/or restated from time to time, to effectuate a reverse stock split of the Company's issued and outstanding shares of common stock, par value $0.001 per share (the "Common Stock").

As previously disclosed, at its annual meeting of stockholders held on April 3, 2026, and upon the recommendation of the Company's Board of Directors (the "Board"), the Company's stockholders approved a certificate of amendment to effect a reverse stock split of the Common Stock at a ratio ranging from any whole number between 1-for-2 and 1-for-15, as determined by the Board in its discretion (the "Certificate of Amendment").

On April 3, 2026, the Board approved a reverse stock split of the Common Stock at a ratio of 1-for-6. The Company has filed the Certificate of Amendment to effect a 1-for-6 reverse stock split of its shares of Common Stock, to be effective as of 5:00 p.m. Eastern Time on April 15, 2026 (the "Reverse Stock Split").

As a result of the Reverse Stock Split, every 6 shares of the Company's Common Stock issued or outstanding will be automatically reclassified into one validly issued, fully-paid and non-assessable new share of Common Stock, subject to the treatment of fractional shares as described below, without any action on the part of the holders. Proportional adjustments will be made to the number of shares of Common Stock awarded and available for issuance under the Company's equity incentive plans, as well as the exercise price and the number of shares issuable upon the exercise or conversion of the Company's outstanding stock options and other equity securities under the Company's equity incentive plans. All outstanding warrants will also be adjusted in accordance with their terms. The shares of Common Stock outstanding following the Reverse Stock Split will remain fully paid and non-assessable. The Reverse Stock Split will not affect the number of authorized shares of Common Stock or the par value of the Common Stock.

No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive fractional shares as a result of the Reverse Stock Split will automatically be entitled to receive a cash payment equal to the market value of the fractional share. The Reverse Stock Split will affect all stockholders uniformly and will not alter any stockholder's relative interest in the Company's equity securities, except for any adjustments for fractional shares.

Trading of the Common Stock on The Nasdaq Capital Market will commence on a split-adjusted basis at market open on April 16, 2026, under the existing trading symbol "NMTC." The new CUSIP number for the Company's Common Stock following the Reverse Stock Split will be 64130M308.

The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Form 8-K and is incorporated herein by reference.

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