Form 8-K

8-K — NEUROONE MEDICAL TECHNOLOGIES Corp

Accession: 0001213900-26-068327

Filed: 2026-06-12

Period: 2026-06-12

CIK: 0001500198

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0294466-8k_neuroone.htm (Primary)

EX-5.1 — OPINION OF HONIGMAN LLP (ea029446601ex5-1.htm)

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8-K — CURRENT REPORT

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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 12, 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 8.01 Other Events.

On December 21, 2022, NeuroOne

Medical Technologies Corporation (the “Company”) entered into a Capital on Demand™ Sales Agreement (the “Sales

Agreement”) with JonesTrading Institutional Services LLC (“JonesTrading”) pursuant to which the Company may sell from

time to time shares of its common stock, par value $0.001 (the “Shares”) through any method permitted that is deemed an “at

the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, under which JonesTrading will act

as sales agent (the “ATM Program”). On June 12, 2026, the Company filed an updated Prospectus Supplement (the “Prospectus”)

for the offer and sale of up to $13.4 million of Shares through JonesTrading pursuant to the Sales Agreement.

Honigman LLP, counsel to the

Company, has issued an opinion relating to the Shares. A copy of such legal opinion is attached as Exhibit 5.1 hereto.

The Shares will be sold pursuant

to the Registration Statement, and offerings of the Shares will be made only by means of the Prospectus. This Current Report on Form 8-K

shall not constitute an offer to sell or solicitation of an offer to buy these securities, nor shall there be any sale of these securities

in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law

of such state or jurisdiction

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

5.1

Opinion of Honigman LLP

104

Cover Page Interactive Data File (embedded in Inline XBRL document)

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned

hereunto duly authorized.

NEUROONE MEDICAL TECHNOLOGIES CORPORATION

Dated: June 12, 2026

By:

/s/ David Rosa

David Rosa

Chief Executive Officer

EX-5.1 — OPINION OF HONIGMAN LLP

EX-5.1

Filename: ea029446601ex5-1.htm · Sequence: 2

Exhibit 5.1

(313) 465-7000

June 12, 2026

NeuroOne Medical Technologies Corporation

7599 Anagram Drive

Eden Prairie, MN 55344

Re:

Prospectus Supplement to Registration Statement on Form S-3 (File No. 333-279871)

Ladies and Gentlemen:

We have acted as special counsel

to NeuroOne Medical Technologies Corporation, a Delaware corporation (the “Company”), in connection with (i) preparing

and filing with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of

1933, as amended (the “Securities Act”), (a) a Registration Statement on Form S-3 (File No. 333-279871)

(as amended or supplemented, the “Registration Statement”), declared effective on August 16, 2024, and the prospectus

of the Company included in the Registration Statement (the “Base Prospectus”), (b) a prospectus supplement

to the Base Prospectus, dated as of August 16, 2024, as further supplemented by a prospectus supplement, dated as of April 3, 2025, a

prospectus supplement, dated as of August 15, 2025, and a prospectus supplement, dated as of June 12, 2026 (collectively, with the Base

Prospectus, the “Prospectus”), pertaining to the issuance and sale by the Company from time to time of shares

of the Company’s common stock, par value $0.001 per share (the “Common Stock”) with an aggregate public

offering price of up to $13,400,000 of shares of the Company’s common stock (the “Shares”) that may be

issued and sold under the Capital on Demand™ Sales Agreement, dated as of December 21, 2022 (the “Sales Agreement”),

by and between the Company and JonesTrading Institutional Services LLC, as the agent.

For the purpose of rendering

this opinion, we examined originals or copies of such documents as we deemed relevant. In conducting our examination, we assumed, without

investigation, the genuineness of all signatures, the correctness of all certificates, the authenticity of all documents submitted to

us as originals, the conformity to original documents of all documents submitted as certified or photostatic copies, and the authenticity

of the originals of such copies, and the accuracy and completeness of all records made available to us by the Company. In addition, in

rendering this opinion, we have assumed that the Shares will be offered in the manner and on the terms identified or referred to in the

Registration Statement, the Base Prospectus, the Prospectus, including all supplements and amendments thereto, and the Sales Agreement.

Our opinion is limited solely

to matters set forth herein. The law covered by the opinion expressed herein is limited to the Delaware General Corporation Law. We are

not rendering any opinion with respect to federal law, including federal securities laws or state blue sky laws.

Based upon our examination

of such documents and other matters as we deem relevant, we are of the opinion that as of the date hereof, upon the completion of all

Corporate Proceedings (as defined below) relating to the Shares, when the Shares shall have been duly registered on the books of the transfer

agent and registrar therefor in the name or on behalf of the purchasers, upon issuance, delivery and payment therefor in an amount not

less than the par value thereof in accordance with the Corporate Proceedings and the terms of the Sales Agreement, the Shares to be issued

and sold by the Company pursuant to the Sales Agreement will be duly authorized by all necessary corporate action of the Company, and

such Shares will be validly issued, fully paid and nonassessable.

Honigman LLP • 650

Trade Centre Way • Suite 200 • Kalamazoo, Michigan 49002-0402

(313) 465-7000

In rendering the foregoing

opinion, we have assumed that (i) the Company will comply with all applicable notice requirements regarding uncertificated shares

provided in the DGCL, (ii) upon the issuance of any of the Shares, the total number of shares of Common Stock issued and outstanding

will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under its Amended and Restated

Certificate of Incorporation, as amended (the “Certificate of Incorporation”) and (iii) certain terms of

the Shares to be issued by the Company from time to time will be authorized and approved by the Board of Directors of the Company or one

or more committees thereof established by the Board of Directors with the authority to issue and sell Shares pursuant to the Sales Agreement

in accordance with the DGCL, the Certificate of Incorporation, the Amended and Restated Bylaws of the Company and certain resolutions

of the Board of Directors and one or more committees thereof (with such approvals referred to herein as the “Corporate Proceedings”)

prior to issuance thereof.

We hereby consent to the filing

of this opinion letter as Exhibit 5.1 to the Company’s Current Report on Form 8-K, which is incorporated by reference

in the Registration Statement, and to the reference to our firm under the caption “Legal Matters” in the Registration Statement

and the Prospectus Supplement. In giving such consent, we do not admit that we are within the category of persons whose consent is required

by Section 7 of the Securities Act or the rules and regulations promulgated thereunder by the Commission. This opinion letter

is given as of its date based solely on our understanding of facts in existence as of such date, and we disclaim any undertaking to advise

you of any subsequent changes in the facts stated or assumed in this opinion letter or of any subsequent changes in applicable law.

Very truly yours,

/s/ Honigman LLP

Honigman LLP • 650 Trade Centre Way • Suite 200 • Kalamazoo,

Michigan 49002-0402

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