Non-Reliance on Previously Issued Financial Statements or a Related Audit Report · Regulation FD Disclosure
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 Com…
Filed May 22, 2026Accepted May 22, 2026, 4:30 PM EDTCIK 1500198Accession 0001213900-26-060600
NeuroOne Medical Technologies Corporation is a medical technology company focused on improving surgical care options and outcomes for patients suffering from neurological disorders. NeuroOne markets a minimally invasive and high-definition/high-precision electrode technology platform with four FDA-cleared product families: Evo® Cortical Electrodes, Evo® sEEG Electrodes, OneRF® Ablation System (for brain), and OneRF® Trigeminal Nerve Ablation System. These solutions offer the potential to reduce the number of hospitalizations and surgical procedures, lower costs, and improve patient outcomes by offering diagnostic and therapeutic functions. The Company is engaged in research and development for drug delivery, basivertebral nerve ablation and spinal cord stimulation programs. For more information, visit nmtc1.com.
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Item 4.02Item 4.02 - Non-Reliance on Financial Statements
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.
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.
Filed exhibits (1)
EX-99.1 (by filename) ea029192501ex99-1.htm
EX-99.1
2
ea029192501ex99-1.htm
PRESS RELEASE, DATED MAY 22, 2026
Exhibit 99.1
NeuroOne® Medical Technologies Announces Restatement of Financial Results for Quarter Ending March 31, 2026
Ongoing Business Not Affected, Company Reaffirms
Product Revenue Guidance of at Least $10.5 Million for Fiscal Year 2026
Customer Order Modification at Quarter-End Resulted
in Revenue Overstatement of Approximately $0.5 Million and Net Loss Understatement of Approximately $0.3 Million; No Prior Periods Impacted
EDEN PRAIRIE, Minn. - May 22, 2026 - NeuroOne Medical Technologies Corporation (Nasdaq: NMTC), a medical technology company dedicated to transforming the surgical
diagnosis and treatment of neurological disorders, today announced that it plans to amend and restate its financial statements included
in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed on May 12, 2026 (the “Form 10-Q”).
During a post-release review process, on May 18,
2026, management identified an error in revenue recognition that was attributed to a customer order modification on product shipment at
the end of the quarter. The restatement does not affect the Company’s product revenue guida…