NeuroOne Medical Technologies Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
On October 25, 2024 (the “Effective Date”), NeuroOne Medical Technologies Corporation (“NeuroOne”) entered into an amended and restated exclusive development and distribution agreement (the “A&R Distribution Agreement”) with Zimmer, Inc. (“Zimmer”), pursuant to which NeuroOne granted Zimmer the exclusive right and license to distribute NeuroOne’s OneRF Ablation System.
Pursuant to the A&R Distribution Agreement, Zimmer will make an upfront payment of $3.0 million to NeuroOne within 10 business days of the Effective Date of the A&R Distribution Agreement. Additionally, NeuroOne will be eligible for an additional $1.0 million payment from Zimmer upon achievement of certain specified net sales milestones.
The A&R Distribution Agreement will expire on September 30, 2034, unless terminated earlier pursuant to its terms. Either party may terminate the A&R Distribution Agreement (x) with written notice for the other party’s material breach following a cure period or (y) if the other party becomes subject to certain insolvency proceedings. In addition, Zimmer may terminate the A&R Distribution Agreement for any reason with 90 days’ written notice, and NeuroOne may terminate the A&R Distribution Agreement if Zimmer acquires or directly or indirectly owns a controlling interest in certain competitors of NeuroOne.
Each of Zimmer and NeuroOne has agreed to indemnify the other party against certain losses and expenses relating to the development or commercialization of a product by the indemnifying party, the negligence or willful misconduct of the indemnifying party or its directors, officers, employees or agents or a breach of the indemnifying party’s representations, warranties or covenants.
The foregoing description of the A&R Distribution Agreement is not complete and is qualified in its entirety by reference to the A&R Distribution Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 8.01 Other Events.
Attached as Exhibit 99.1 is a copy of the press release issued by NeuroOne on October 31, 2024 announcing the execution of the A&R Distribution Agreement.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1# | Amended and Restated Exclusive Development and Distribution Agreement, dated October 25, 2024, by and between NeuroOne and Zimmer. | |
| 99.1 | Press Release dated October 31, 2024. | |
| 104 | Cover Page Interactive Data File (embedded with Inline XBRL document). |
| # | Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. Certain portions of the A&R Distribution Agreement that are not material and would be competitively harmful if publicly disclosed have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. A copy of the unredacted A&R Distribution Agreement will be furnished to the SEC upon request. |
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SIGNATURES
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: October 31, 2024 | ||
| By: | /s/ David Rosa | |
| David Rosa | ||
| Chief Executive Officer | ||
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