Amendment: SEC Form SCHEDULE 13G/A filed by NeuroOne Medical Technologies Corporation
$NMTC
Medical/Dental Instruments
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)
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NEUROONE MEDICAL TECHNOLOGIES CORP (Name of Issuer) |
Common Stock, $0.001 par value (Title of Class of Securities) |
64130M209 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 64130M209 |
| 1 | Names of Reporting Persons
MANCHESTER EXPLORER, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,333,333.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. | 64130M209 |
| 1 | Names of Reporting Persons
MANCHESTER MANAGEMENT COMPANY, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,499,999.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | 64130M209 |
| 1 | Names of Reporting Persons
MANCHESTER MANAGEMENT PR, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
PUERTO RICO
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,499,999.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | 64130M209 |
| 1 | Names of Reporting Persons
JAMES E. BESSER | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,583,332.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| CUSIP No. | 64130M209 |
| 1 | Names of Reporting Persons
MORGAN C. FRANK | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,416,666.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
NEUROONE MEDICAL TECHNOLOGIES CORP | |
| (b) | Address of issuer's principal executive offices:
7599 Anagram Dr., Eden Prairie, MN 55344 | |
| Item 2. | ||
| (a) | Name of person filing:
Manchester Explorer, L.P.
Manchester Management Company, LLC
Manchester Management PR, LLC
James E. Besser
Morgan C. Frank | |
| (b) | Address or principal business office or, if none, residence:
Manchester Explorer, L.P.
c/o Manchester Management Company, LLC
2 Calle Candina, #1701
San Juan, Puerto Rico, 00907
United States of America
Manchester Management Company, LLC
2 Calle Candina, #1701
San Juan, Puerto Rico, 00907
United States of America
Manchester Management PR, LLC
2 Calle Candina, #1701
San Juan, Puerto Rico, 00907
United States of America
James E. Besser
c/o Manchester Management Company, LLC
2 Calle Candina, #1701
San Juan, Puerto Rico, 00907
United States of America
Morgan C. Frank
c/o Manchester Management Company, LLC
2 Calle Candina, #1701
San Juan, Puerto Rico, 00907
United States of America | |
| (c) | Citizenship:
Manchester Explorer, L.P. - Delaware
Manchester Management Company, LLC - Delaware
Manchester Management PR, LLC - Other - Puerto Rico
James E. Besser - United States
Morgan C. Frank - United States | |
| (d) | Title of class of securities:
Common Stock, $0.001 par value | |
| (e) | CUSIP No.:
64130M209 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Manchester Explorer, L.P. - 1,333,333
Manchester Management Company, LLC - 1,499,999
Manchester Management PR, LLC - 1,499,999
James E. Besser - 1,583,332
Morgan C. Frank - 1,416,666 | |
| (b) | Percent of class:
Manchester Explorer, L.P. - 4.1%
Manchester Management Company, LLC - 4.6%
Manchester Management PR, LLC - 4.6%
James E. Besser - 4.9%
Morgan C. Frank - 4.4% | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
Manchester Explorer, L.P. - 0
Manchester Management Company, LLC - 0
Manchester Management PR, LLC - 0
James E. Besser - 83,333
Morgan C. Frank - 83,333 | ||
| (ii) Shared power to vote or to direct the vote:
Manchester Explorer, L.P. - 1,333,333
Manchester Management Company, LLC - 1,499,999
Manchester Management PR, LLC - 1,499,999
James E. Besser - 1,499,999
Morgan C. Frank - 1,333,333 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Manchester Explorer, L.P. - 0
Manchester Management Company, LLC - 0
Manchester Management PR, LLC - 0
James E. Besser - 83,333
Morgan C. Frank - 83,333 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Manchester Explorer, L.P. - 1,333,333
Manchester Management Company, LLC - 1,499,999
Manchester Management PR, LLC - 1,499,999
James E. Besser - 1,499,999
Morgan C. Frank - 1,333,333 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature: * Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
To the extent that "ownership of 5 percent or less of a class" was indicated in Item 5, such response only applies to the Reporting Person(s) that indicated elsewhere herein that it beneficially owns five percent (5%) or less of the class.