NeuroOne Medical Technologies Corporation Announces Proposed Public Offering of Common Stock

Rhea-AI Summary

NeuroOne Medical Technologies (NMTC), a medical technology company focused on neurological disorder surgical care, has announced a proposed underwritten registered public offering of common stock shares. The company plans to grant the underwriter a 45-day option to purchase up to an additional 15% of the offered shares.

Ladenburg Thalmann & Co. Inc. will serve as the sole book-running manager for this offering, which will be conducted under an effective shelf registration statement on Form S-3. The offering's completion, size, and terms are subject to market conditions, with no guarantees of successful execution.

The shares will be available through a preliminary prospectus supplement and accompanying prospectus to be filed with the SEC. The offering will only proceed in jurisdictions where it complies with securities laws and registration requirements.

Positive

• Additional capital raising to support company operations
• Offering conducted through established investment bank Ladenburg Thalmann

Negative

• Potential dilution of existing shareholders' value through new share issuance
• Uncertainty regarding the offering's completion, size, and terms
• No specified pricing or number of shares to be offered

Insights

Financial Analyst

NeuroOne Medical Technologies' announced common stock offering represents a significant dilutive event for current shareholders of this small-cap medical technology company. With a market capitalization of only $27.4 million, any substantial issuance of new shares will meaningfully reduce existing shareholders' ownership percentages.

The offering's structure includes standard elements that warrant attention: all shares will come directly from the company (not existing shareholders), and underwriters receive a 45-day option for an additional 15% of shares. However, the announcement critically omits key details including:

• Number of shares to be offered
• Expected pricing range
• Specific use of proceeds

This lack of transparency regarding capital deployment makes it impossible to assess whether the dilution will be offset by value-creating initiatives. While capital raising is normal for medical technology companies developing solutions for neurological disorders, the absence of stated purpose raises questions about the strategic rationale.

The offering utilizes an existing shelf registration declared effective in August 2024, indicating this was part of planned financing activities rather than an unexpected development. Ladenburg Thalmann's role as sole book-runner provides a standard execution framework.

For existing shareholders, this offering has immediate negative implications through ownership dilution without articulated compensating benefits. Without knowing how NeuroOne intends to use this capital, investors cannot properly evaluate whether the dilutive effect will be justified by accelerated development, expanded commercial opportunities, or strengthened financial position.

EDEN PRAIRIE, Minn., April 03, 2025 (GLOBE NEWSWIRE) -- NeuroOne Medical Technologies Corporation (Nasdaq: NMTC) (the “Company”), a medical technology company focused on improving surgical care options and outcomes for patients suffering from neurological disorders, announced today that it has commenced a proposed underwritten registered public offering of shares of its common stock.

All of the shares of common stock to be sold in the proposed offering will be sold by the Company. In addition, the Company intends to grant the underwriter a 45-day option to purchase up to an additional 15% of the shares of its common stock sold in the offering. The proposed offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

Ladenburg Thalmann & Co. Inc. is acting as sole book-running manager for the proposed offering.

The proposed offering is being made pursuant to a shelf registration statement on Form S-3 (File No. 333-279871) that was declared effective by the U.S. Securities and Exchange Commission (“SEC”), on August 16, 2024. A preliminary prospectus supplement and accompanying prospectus relating to the proposed offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov or by contacting Ladenburg Thalmann & Co. Inc., 640 Fifth Avenue, 4th Floor, New York, New York 10019, or by telephone at (212) 409-2000 or by email at prospectus@ladenburg.com. 

This press release does not and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. Any offer, if at all, will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement.

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Forward Looking Statements

This press release may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Except for statements of historical fact, any information contained in this press release may be a forward–looking statement that involve known and unknown risks and uncertainties. In some cases, you can identify forward–looking statements by the words "may," "might," "will," "could," "would," "should," "expect," "intend," "plan," "objective," "anticipate," "believe," "estimate," "predict," "project," "potential," "target," "seek," "contemplate," "continue" and "ongoing," or the negative of these terms, or other comparable terminology intended to identify statements about the future. Forward–looking statements include statements related to the proposed offering. Although the Company believes that we have a reasonable basis for each forward-looking statement, we caution you that these statements are based on a combination of facts and factors currently known by us and our expectations of the future, about which we cannot be certain. Our actual future results may be materially different from what we expect due to factors largely outside our control, including risks and uncertainties related to market and other conditions, the satisfaction of customary closing conditions related to the proposed public offering, the impact of general economic, industry or political conditions in the United States or internationally and those described under the heading "Risk Factors" in our filings with the SEC. These forward–looking statements speak only as of the date of this press release and the Company undertakes no obligation to revise or update any forward–looking statements for any reason, even if new information becomes available in the future.

Contact Information
Chris Donovan
MZ Group – MZ North America
(914) 352-5853
NMTC@mzgroup.us

FAQ

What is the purpose of NMTC's proposed public offering in April 2025?

NeuroOne Medical Technologies is conducting a public offering of common stock shares to raise capital, with Ladenburg Thalmann & Co. Inc. as the sole book-running manager.

How many additional shares can the underwriter purchase in NMTC's offering?

The underwriter has a 45-day option to purchase up to an additional 15% of the shares sold in the offering.

What is the registration status of NMTC's public offering?

The offering is being made under an effective shelf registration statement on Form S-3 (File No. 333-279871), declared effective by the SEC on August 16, 2024.

Where can investors find the prospectus for NMTC's 2025 public offering?

The prospectus will be available on the SEC's website (www.sec.gov) or through Ladenburg Thalmann & Co. Inc.