As filed with the Securities and Exchange Commission on ~~October 4, 2010~~ August 11, 2020.

Registration No. ~~____________~~ 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933 ~~ORIGINAL SOURCE ENTERTAINMENT, INC. (Exact~~

NeuroOne Medical Technologies Corporation

(Exact name of ~~Registrant~~registrant as specified in its charter)

~~Nevada 2741~~

Delaware	3841	27-0863354 ~~(State~~
(State or other jurisdiction of ~~(Primary~~	(Primary Standard Industrial ~~(I.R.S.~~	(I.R.S. Employer
incorporation or organization)	Classification ~~Code)~~ Code Number)	Identification No.)

~~8201 South Santa Fe Drive #229 Littleton, Colorado 80120 Telephone: 303-495-3728 (Address~~
7599 Anagram Dr., Eden Prairie, MN 55344
952-426-1383
(Address, including zip code, and telephone number, including area code, of ~~Registrant's~~registrant’s principal executive offices) Lecia L. Walker Original Source Entertainment, Inc. 8201 South Santa Fe Drive #229 Littleton, Colorado 80120 Telephone: 303-495-3728 (Name,
David Rosa
7599 Anagram Dr., Eden Prairie, MN 55344
952-426-1383
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to: ~~Jody M. Walker Attorney at Law 7841 S. Garfield~~
Phillip D. Torrence, Esq.
Emily J. Johns, Esq.
Honigman LLP
650 Trade Centre Way, ~~Centennial, Colorado 80122 Telephone: (303)850-7637 Facsimile: (303)482-2731~~ Suite 200
Kalamazoo, MI 49002
Phone: (269) 337-7702
Fax: (269) 337-7703
Approximate date of commencement of proposed sale to the public: ~~From time to time~~As soon as practicable after the effective date of this ~~registration statement.~~ Registration Statement.
If any of the securities being registered on this ~~form~~Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, ~~please~~ check the following box: ~~[x]~~ ☒
If this ~~form~~Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ~~[ ]~~ ☐
If this ~~form~~Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ~~[ ]~~ 2 ☐
If this ~~form~~Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ~~[ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: [ ]~~ ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a ~~non~~non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒
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 ~~a small reporting company. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [x]~~ revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price Per Share(2) Proposed Maximum Aggregate Offering
Price(1) Amount of
Registration Fee
Common stock, par value $0.001 per share 10,883,808 $ 1.80 $ 19,590,854.40 $ 2,542.89
TITLE OF EACH CLASS OF AMOUNT PROPOSED PROPOSED AMOUNT OF SECURITIES TO BE TO BE MAXIMUM MAXIMUM REGISTRATION REGISTERED REGISTERED OFFERING PRICE AGGREGATE FEE PER SHARE OFFER PRICE Common Stock(1) 10,000,000 $ .05 $500,000 $35.65 Common Stock(2) 1,500,000 $ .05 75,000 5.35 ---------- -------- ------ Total 11,500,000 $575,000 $41.00
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional number of additional shares of common stock issuable upon stock splits, stock dividends, dividends or other distribution, recapitalization or similar events with respect to the shares of common stock being registered pursuant to this registration statement.
(1) Estimated pursuant to Rule 457(c) under the Securities Act of 1933 solely for the purpose of computing the amount of the registration fee. (2) Represents common stock being sold on behalf of selling security holders
(2) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c) under the Securities Act, using the average of the high and low prices of our common stock as reported on the OTCQB on August 4, 2020, a date within five business days prior to the date of filing of this registration statement.
The ~~registrant~~Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the ~~registrant~~Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until ~~this~~the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.3 Preliminary Prospectus Dated October 4, 2010 Subject to Completion Original Source Entertainment, Inc. $500,000 Up to a Maximum of 10,000,000 Common Shares at $0.05 Per Common Share We are offering for sale a maximum of 10,000,000 common shares at a price of $0.05 per share. There is no minimum amount of shares that we must sell in our direct offering, and therefore no minimum amount of proceeds will be raised. No arrangements have been made to place funds into escrow or any similar account. We are also registering 1,500,000 common shares on behalf of selling security holders. We will not receive any cash or other proceeds in connection with the subsequent sale by the selling security holders. The 1,500,000 common shares included in this prospectus may be offered and sold directly by the selling security holders. The selling security holders must sell at a fixed price of $.05 until our shares are quoted on a market or securities exchange. Thereafter, the selling security holders may sell at prevailing prices or privately negotiated prices. We will not control or determine the price at which a selling security holder decides to sell its shares. Brokers or dealers effecting transactions in these shares should confirm that the shares are registered under applicable state law or that an exemption from registration is available. The primary offering will commence on the effective date of this prospectus and will terminate on or before December 31, 2011. In our sole discretion, we may terminate the primary offering before all of the common shares are sold. The secondary offering by selling shareholders shall commence upon termination of the primary offering. There is no market for our securities. Our common stock is presently not traded on any market or securities exchange and we have not applied for listing or quotation on any public market. Consider carefully the risk factors beginning on page 7 in this prospectus. Neither the SEC nor any state securities commission has approved these common shares or determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
The information in this prospectus is not complete and may be changed. WeThe selling stockholders may not sell these securities under this prospectus until the registration statement of which it is a part and filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.~~4 Proceeds~~
PRELIMINARY PROSPECTUS, SUBJECT TO COMPLETION, DATED AUGUST 11, 2020
NeuroOne Medical Technologies Corporation
10,883,808 Shares of Common Stock Offered by Selling Stockholders
This prospectus relates to the public offering of up to 10,883,808 shares of common stock of NeuroOne Medical Technologies Corporation (the “Company”) by the selling stockholders listed on page 9 (the “Selling Stockholders”), which includes (i) 8,005,428 outstanding shares of our common stock, par value $0.001 per share (the “Common Stock”) and (ii) an aggregate of 2,878,380 shares of Common Stock issuable upon the exercise of certain warrants. We are registering these shares on behalf of the ~~Offering Per Common Share Total Offering Price $.05 $500,000 Proceeds~~Selling Stockholders, to ~~Original Source, before expenses $.05 $500,000~~ 5 TABLE OF CONTENTS Prospectus Summary 6 Risk Factors 7 Forward Looking Statements 12 Planbe offered and sold by them from time to time.
We are not selling any securities under this prospectus and we will not receive proceeds from the sale of Distribution and Selling Security Holders 13 Business Operations 16 Use of Proceeds 19 Determination of Offering Price 20 Dilution 20 Dividend Policy 21 Management's Discussion and Analysis of Financial Condition and Results of Operations 22 Directors, Executive Officers Control Persons 24 Security Ownership of Certain Beneficial Owners and Management 27 Certain Relationships and Related Transactions 28 Description of Capital Stock 29 Shares Eligible for Future Sale 30 Disclosure of Commission Position on Indemnification 31 for Securities Act liabilities Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 31 Market for Common Stock by the Selling Stockholders. However, we may receive proceeds from the cash exercise of the warrants, which, if exercised in cash at the current applicable exercise price with respect to all of the 2,878,380 shares of Common Stock, would result in gross proceeds to the Company of $5,382,570.60.
We will pay the expenses of registering the shares of Common Stock offered by this prospectus, but all selling and ~~Related~~other expenses incurred by each Selling Stockholder Matters 32 Experts 33 Legal Proceedings 33 Legal Matters 33 Wherewill be paid by such Selling Stockholder. The Selling Stockholders may sell the shares of our Common Stock offered by this prospectus from time to time on terms to be determined at the time of sale through ordinary brokerage transactions or through any other means described in this prospectus under “Plan of Distribution.” The prices at which the Selling Stockholders may sell shares will be determined by the prevailing market price for shares of our Common Stock or in negotiated transactions.
Investing in our Common Stock involves a high degree of risk. You ~~Can Find More Information 34 Financial Statements 35~~ ~~6 PROSPECTUS SUMMARY To understand this offering fully, you~~ should ~~read the entire prospectus~~consider carefully ~~including~~ the risk factors beginning on page 6 of this prospectus and in our Annual Report on Form 10-K for the year ended September 30, 2019 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, as well as the information included or incorporated by reference in this prospectus before purchasing any of the shares offered by this prospectus.
Our Common Stock is quoted on the OTCQB and trades under the symbol “NMTC.” The last reported sale price of our Common Stock on the OTCQB on August 4, 2020 was $1.80 per share.
We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is     , 2020
NEUROONE MEDICAL TECHNOLOGIES CORPORATION
TABLE OF CONTENTS
PROSPECTUS SUMMARY 1
RISK FACTORS 6
FORWARD-LOOKING STATEMENTS 7
USE OF PROCEEDS 8
SELLING STOCKHOLDERS 9
DESCRIPTION OF SECURITIES TO BE REGISTERED 15
PLAN OF DISTRIBUTION 18
LEGAL MATTERS 20
EXPERTS 20
WHERE YOU CAN FIND ADDITIONAL INFORMATION 20
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 21
You may only rely on the information contained in this prospectus or that we have referred you to. We have not authorized anyone to provide you with different information. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the Common Stock offered by this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any Common Stock in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus nor any sale made in connection with this prospectus shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or that the information contained by reference to this prospectus is correct as of any time after its date.
This prospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (“SEC”). It omits some of the information contained in the registration statement and reference is made to the registration statement for further information with regard to us and the securities being offered. You should review the information and exhibits in the registration statement for further information about us and the securities being offered hereby. Statements in this prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by reference to the filings. You should review the complete document to evaluate these statements.
You should read this prospectus, any documents that we incorporate by reference in this prospectus and the additional information described under the sections entitled “Where to Find Additional Information” and “Incorporation of Certain Information by Reference” before making an investment decision. You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with additional, different or inconsistent information, you should not rely on it. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
You should not assume that the information in this prospectus or any documents we incorporate by reference herein is accurate as of any date other than the date on the front of such document. Our business, financial ~~statements. General Original Source Entertainment, Inc.~~condition, results of operations and prospects may have changed since those dates.
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PROSPECTUS SUMMARY
This summary highlights information contained in other parts of this prospectus. Because it is only a summary, it does not contain all of the information that you should consider before investing in shares of our Common Stock and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information included or incorporated by reference in this prospectus. You should read the entire prospectus carefully, especially “Risk Factors” and our filings incorporated by reference herein to which we have referred you in the sections “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference”, and our financial statements, related notes and other financial information included or incorporated by reference in this prospectus, before deciding to buy shares of our Common Stock. Unless the context requires otherwise, references in this prospectus to “we,” “us,” “the Company” and “our” refer to NeuroOne Medical Technologies Corporation.
About Us
We are a medical technology company focused on the development and commercialization of thin film electrode technology for continuous electroencephalogram (cEEG) and stereoelectroencephalography (sEEG) recording, spinal cord stimulation, brain stimulation and ablation solutions for patients suffering from epilepsy, Parkinson’s disease, dystonia, essential tremors and other related brain related disorders. Additionally, we are investigating the potential applications of our technology associated with artificial intelligence. Members of our management team have held senior leadership positions at a number of medical technology and biopharmaceutical companies, including Boston Scientific, St. Jude Medical, Stryker Instruments, C.R. Bard, A-Med Systems, Sunshine Heart, Empi, Don-Joy and PMT Corporation (“PMT”).
About this Offering
2019 Offering of Convertible Promissory Notes and Warrants
2019 Notes and 2019 Warrants
Between November 1, 2019 and December 3, 2019, the Company entered into subscription agreements with certain accredited investors (the “2019 Paulson Subscribers”), pursuant to which the Company, in a private placement (the “2019 Paulson Private Placement”), agreed to issue and sell to the 2019 Paulson Subscribers 13% convertible promissory notes (each, a “2019 Paulson Note” and collectively, the “2019 Paulson Notes”) and warrants to purchase shares of Common Stock with an exercise price of $1.87 (each, a “2019 Paulson Warrant” and collectively, the “2019 Paulson Warrants”). As of the final closing of the 2019 Paulson Private Placement, the Company issued 2019 Paulson Notes in an aggregate principal amount of $3,234,800 and 2019 Paulson Warrants exercisable for 864,913 shares of Common Stock.
2019 Conversion Shares
Between April 24, 2020 and June 25, 2020, certain 2019 Paulson Subscribers elected to convert $2,687,017.58 of the outstanding principal and interest of the 2019 Paulson Notes into 2,115,272 shares of Common Stock (the “2019 Conversion Shares”).
2019 Broker Warrants
In connection with the 2019 Paulson Private Placement, Paulson Investment Company (“Paulson”) received a cash commission equal to 12% of the gross proceeds from the sale of the 2019 Paulson Notes, and 10-year warrants to purchase 259,476 shares of Common Stock, at an exercise price equal $1.87 per share (the “2019 Broker Warrants”).
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2020 Offering of Convertible Promissory Notes and Warrants
2020 Notes and 2020 Warrants
Between April 30, 2020 and June 30, 2020, the Company entered into subscription agreements with certain accredited investors (the “2020 Paulson Subscribers”), pursuant to which the Company, in a private placement (the “2020 Paulson Private Placement”), agreed to issue and sell to the 2020 Paulson Subscribers 13% convertible promissory notes (each, a “2020 Paulson Note” and collectively, the “2020 Paulson Notes” and together with the 2019 Paulson Notes, the “Notes”) and warrants to purchase shares of Common Stock (each, a “2020 Paulson Warrant” and collectively, the “2020 Paulson Warrants” and together with the 2019 Paulson Warrants, the “Warrants”). As of the final closing of the 2020 Paulson Private Placement, the Company issued 2020 Paulson Notes in an aggregate principal amount of $5,122,700, and 2020 Paulson Warrants exercisable for 1,369,690 shares of Common Stock.
2020 Conversion Shares
In addition, between May 4, 2020 and July 21, 2020, certain 2020 Paulson Subscribers elected to convert $3,590,840 of the outstanding principal and interest of the 2020 Paulson Notes into 4,012,334 shares of Common Stock, and on July 23, 2020, the remaining $1,613,961 of the outstanding principal and interest of the 2020 Paulson Notes were automatically converted into 1,605,532 shares of Common Stock following the announcement of a Strategic Transaction (as defined in the 2020 Paulson Notes) (together, the “2020 Conversion Shares”).
2020 Broker Warrants
In connection with the 2020 Paulson Private Placement, Paulson received a cash commission equal to 12% of the gross proceeds from the sale of the 2020 Paulson Notes and 7-year warrants to purchase 410,911 shares of Common Stock, with an exercise price equal to $1.87 (the “2020 Broker Warrants” together, with the 2019 Broker Warrants, the “Broker Warrants”, and collectively, with the Paulson Warrants, the “Warrants”).
Common Stock Offerings
On October 23, 2019 and July 28 2020, the Company entered into Securities Purchase Agreements with certain accredited investors in separate private placements, pursuant to which the Company agreed to issue and sell 141,666 shares (“2019 Shares”) and 75,000 shares, respectively (“2020 Shares, and together with the 2019 Shares, the “Shares”).
Our Technology
We are developing our cortical, sheet and depth electrode technology to provide solutions for diagnosis through cEEG recording and sEEG recording and treatment through spinal cord stimulation, brain stimulation and ablation, all in one product. A cEEG is a continuous recording of the electrical activity of the brain that identifies the location of irregular brain activity, which information is required for proper treatment. cEEG recording involves an invasive surgical procedure, referred to as a craniotomy. sEEG involves a less invasive procedure whereby doctors place electrodes in targeted brain areas by drilling small holes through the skull. Both methods of seizure diagnosis are used to identify areas of the brain where epileptic seizures originate in order to precisely locate the seizure source for therapeutic treatment if possible.
Deep brain stimulation, or DBS, therapies involve activating or inhibiting the brain with electricity that can be given directly by electrodes on the surface or implanted deeper in the brain via depth electrodes. Introduced in 1987, this procedure involves implanting a power source referred to as a neurostimulator, which sends electrical impulses through implanted depth electrodes, to specific targets in the brain for the treatment of disorders such as Parkinson’s disease, essential tremor, dystonia, and chronic pain. Alzheimer’s is another indication evaluating the effects of DBS. Unlike ablative technologies, the effects of DBS are reversible.
RF ablation is a procedure that uses radiofrequency under the electrode contacts that is directed to the site of the brain tissue that is targeted for removal. The process involves delivering energy to the contacts, thereby heating them and destroying the brain tissue. The ablation does not remove the tissue. Rather, it is left in place and typically scar tissue forms in the place where the ablation occurs. This procedure is also known as brain lesioning as it causes irreversible lesions.
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Failed back surgery syndrome (“FBSS”) is a condition that produces chronic lower back/leg pain due to one or more failed back surgeries. Typically, it is related to patients that suffer with pain after surgery of the lumbar spine for degenerative disc disease. Re-operations are usually not recommended for these patients due to low success rates. These patients experience greater levels of pain, a lower quality of life, varying levels of disability and higher rate of unemployment. Spinal cord stimulation works by placing an electrodes(s) in a targeted area of the spine and then connected to an implantable pulse generator that sends electrical stimulation to the electrode to block the pain signals from reaching the brain.
Our cortical sheet electrode and depth electrode technology has been tested over the years by both WARF, the owners of our licensed patents, and Mayo Clinic located in Rochester, Minnesota, in both pre-clinical models as well as through an IRB approval at Mayo Clinic for clinical research. Regarding our ablation electrode, the Cleveland Clinic has performed testing in bench top models and pre-clinical (or animal testing) modes. These pre-clinical tests have demonstrated that the technology is capable of recording, ablation and acute stimulation, although our technology remains in product development (meaning that additional trials will be needed prior to it being approved for sale by the U.S. Food and Drug Administration (the “FDA”)) for all of the recording (or diagnostic) and therapeutic modalities.
Strategy
Our goal is to be the global leader in cEEG and sEEG recording, deep brain stimulation and ablation, owning the procedure from diagnosis through treatment. The key elements of our strategy include:
● Introduce cortical strip and grid electrodes for the diagnosis of epilepsy in United States: In December 2019, we announced that we received U.S. FDA 510(k) clearance to market our thin film cortical electrode technology for temporary (less than 30 days) recording, monitoring, and stimulation on the surface of the brain. Our initial product offering will be placed through traditional surgical means involving a craniotomy until such time, if any, that we launch our minimally invasive procedure. We believe, due to physician feedback, that our technology under development would represent a major improvement over existing cortical electrodes for the recording of brain activity. We are initially targeting epilepsy as we believe this is a clinical area of great need and a market that is underserved with a quick path to commercialization. We believe the largest and quickest-to-market geography for our cortical strip and grid technology under development is in the United States for a number of reasons, including the following: (i) many industry sources believe there is a large underserved U.S. market, (ii) healthy procedural reimbursement for centers and physicians, (iii) robust average selling prices, (iv) physician enthusiasm for our technology under development.
● Launch depth electrodes for sEEG recording: Given the reluctance of patients to undergo epilepsy surgery due to its invasiveness, a number of epilepsy centers have adopted the use of depth electrodes, which are placed by drilling small holes into the patient’s cranium, thereby avoiding a craniotomy. We believe our technology will offer advantages to current depth electrode technology and will enable us to offer a therapeutic solution using this technology in the future. As we develop our technology, we plan to release further information about the expected advantages of our technology over currently available therapies.
● Introduce minimally invasive delivery system for cortical electrodes: Cortical electrodes generally require a craniotomy, which is a very invasive procedure that can cause patient complications. Because of this, many patients have opted to not have epilepsy surgery, instead accepting the consequences and risks associated with epilepsy. We intend to develop a procedure that may include a delivery system placed through a small circular incision in the skull for implantation of the cortical grid and strip electrodes. We believe this will increase patient willingness to accept the surgery and increase market penetration. Until we are able to develop this procedure, if at all, our initial product offering will be placed through traditional surgical means involving a craniotomy and may be less likely to be adopted by physicians and patients due to unwillingness of patients to undergo epilepsy surgery.
● Develop percutaneous placed electrodes for spinal cord stimulation with scalable contact configurations: Given that many surgically placed technologies have become less invasive due to patient and physician demands, we believe that our flexible thin film technology will allow for percutaneous placement, thus potentially eliminating the need to make a surgical incision. By leveraging our existing FDA cleared cortical electrode technology, we may be able to offer the ability to improve precision of where the stimulation is delivered. NeuroOne’s platform thin film technology has the capability to increase the number of contacts in a similar footprint that has fewer contacts.
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● Utilize these core technologies to develop all in one diagnostic and therapeutic solutions: Patients currently undergo one surgical procedure for diagnosis (either to have a cortical electrode placed via a craniotomy or depth electrodes placed via holes drilled into the skull) and, hopefully after the brain recordings successfully indicate where the affected brain tissue is located, a second procedure or surgery is then required to treat the patient. There is strong physician interest in being able to perform both the diagnostic and therapeutic procedure concurrently. We are developing our technology with the goal of being able to offer this benefit although there can be no assurance that we will be able to do so. We are pursuing cortical grid, strip and depth electrode technology that can record brain activity (diagnose), ablate brain tissue and also provide both acute and long term stimulation. The technology has demonstrated these functions in acute and short term animal models; however, additional development is required to offer a device that has long term therapeutic application. These therapeutic technologies are expected to require more robust regulatory approvals for the United States, ranging from a 510(k) with human clinical data to PMAs. We will engage the FDA at the proper time to determine the most efficient clinical path.
● Gain approval for other brain or motor related disorders such as Parkinson’s with the therapeutic technologies developed for epilepsy: While we are developing our technology for the diagnosis and treatment of epilepsy, we believe that our technology has strong application and utilization for other brain or motor related disorders such as Parkinson’s disease, dystonia, essential tremors and facial pain as these diseases are currently treated with DBS if medications are not effective. As previously mentioned, we are planning to offer electrodes that can be implanted for long term stimulation applications, but such use will require that we pursue additional approvals from the FDA and any international regulatory bodies where we seek to commercialize our technology.
● Explore partnerships with other companies that leverage our core technology: Given that our technology enables, complements and/or competes with a number of companies that are in the market or attempting to enter the market with diagnostic or therapeutic technologies to treat brain related disorders, we believe there may be opportunities to establish mutually beneficial relationships. In addition, our technology may have application in cardiovascular, orthopedic and pain related indications that could benefit from a hi-fidelity thin film electrode product that can provide stimulation and/or ablation therapies.
● Investigate the potential applications associated with Artificial Intelligence: We have been informed by some of our corporate advisors that the ability to offer scale-able electrode technology that can provide thousands of electrodes in the brain may be helpful in treating medical conditions that may benefit from using artificial intelligence. The Company has formed an advisory board that will provide guidance to the Company as we continue to explore the opportunities in this exciting field.
Corporate History
NeuroOne Medical Technologies Corporation was originally incorporated under the laws of the State of Nevada ~~on August~~under the name Original Source Entertainment, Inc. On July 20, ~~2009. Operations We are~~2017, we consummated a ~~development stage~~reverse acquisition transaction to acquire a privately-held company, ~~formed to contract with various recording artists~~NeuroOne, Inc., and then, in turn, contract those songs with the highest quality and potential for placement in television and film. We have a deficit accumulated in the development state of $(3,078) and $(2,779) as of June 30, 2010 and December 31, 2009, respectively. In their opinion on our financial statements as of and for the period from inception (August 20, 2009) to December 31, 2009, our auditors have indicated that there is substantial doubt about our ability to continue as a ~~going concern. Common Shares Outstanding prior~~result, NeuroOne, Inc. became our wholly-owned subsidiary. We refer to ~~Offering 4,500,000 Common Shares being sold in~~ this ~~offering 10,000,000 Common Shares being sold in this offering by selling security holders 1,500,000 Terms of Primary Offering This~~transaction as the “Acquisition.” On December 30, 2019, NeuroOne, Inc. merged with and into NeuroOne Medical Technologies Corporation.
Corporate Information
Our principal executive offices are located at 7599 Anagram Dr., Eden Prairie, MN 55344, and our telephone number is 952-426-1383. We maintain a ~~self-underwritten public offering with no minimum purchase requirement. Shares will be offered on a best efforts basis and~~website at www.n1mtc.com, to which we do not intend to use an underwriter for this offering. We do not have an arrangement to place the proceeds from this offering in an escrow, trust, or similar account. Any funds raised from the offering will be immediately available to us for our immediate use. Sales by Selling Security Holders The selling security holders must sell at a fixed price of $.05 until our shares are quoted a market or securities exchange. Thereafter, the selling security holders may sell at prevailing prices or privately negotiated prices. 7 We are registering common shares on behalf of the selling security holders in this prospectus. We will not receive any cash or other proceeds in connection with the subsequent sales. We are not selling any common shares on behalf of selling security holders and have no control or affect on the selling security holders. Termination of the Offering The primary offering will commence on the effective date of this prospectus and will terminate on or before December 31, 2011. In our sole discretion, we may terminate the primary offering before all of the common shares are sold. The secondary offering by selling shareholders shall commence upon termination of the primary offering. Market for our common stock Our common stock is not quoted on a market or securities exchange. We cannot provide any assurance that an active market in our common stock will develop. We intend to quote our common shares on a market or securities exchange. Use of proceeds We will use the proceeds of this offering to develop and execute a fully operational valid marketing plan for our product. RISK FACTORS Our business is subject to numerous risk factors, including the following. 1. We are a development stage company with a limited operating history and may never be able to effectuate our business plan or achieve any revenues or profitability. Potential investors have a high probability of losing their entire investment. We are subject to all of the risks inherent in the establishment of a new business enterprise. The registrant was incorporated on August 20, 2009. Although we have begun limited business operations, we may not be able to successfully effectuate our business plan or we may not be able to market our services in the future in a manner that will generate significant revenues. In addition, any revenues that we may generate may be insufficient for us to become profitable. In particular, potential investors should be aware that we have not proven that we can: - - raise sufficient capital in the public and/or private markets; - - have access to a line of credit in the institutional lending marketplace for the expansionregularly post copies of our ~~business; - - respond effectively to competitive pressures; or - - recruit and build a management team to accomplish our business plan.~~ 8 Accordingly, our prospects must be considered in light of the risks, expenses and difficulties frequently encountered in establishing a new business, and Original Source is a highly speculative venture involving significant financial risk. 2. We cannot offer any assurancepress releases as to our future financial results. You may lose your entire investment. We have not received substantial income from operations to date and future financial results are uncertain. We cannot assure you that Original Source can operate in a profitable manner. We have a retained deficit of $(3,078) and $(2,779)well as of June 30, 2010 and December 31, 2009, respectively. Even if we obtain future revenues sufficient to expand operations, increased production or marketing expenses would adversely affect liquidity of Original Source. 3.additional information about us. Our auditors have expressed a going concern issue that notes our need for capital and/or revenues to survive as a business. You may lose your entire investment. Our ability to continue as a going concern is dependent on our ability to further implement its business plan and raise capital. We are currently a development stage company and our continued existence is dependent upon our ability to resolve our liquidity problems, principally by obtaining additional debt financing and/or equity capital. We have yet to generate a significant cash flow, and until sales of products commence, we are highly dependent upon debt and equity funding. Should continuing debt and equity funding requirements not be met, our operations may cease to exist. 4. There is a disparity between the offering price and the prices at which the selling security holders acquired their common shares. This may negatively affect your ability to sell your common shares in the future. The selling security holders will sell their common shares at $.05 per common share until our common shares are quoted on a market or securities exchange. The selling security holders acquired their common shares for no cash and/or services for $.001 per common share and are registering common shares to be sold at $.05 until our common shares are quoted on the OTC Electronic Bulletin Board. 5. We do not have a public market in our securities. If our common stock has no active trading market, you may not be able to sell your common shares at all. We do not have a public market for our common shares. Our securities are not traded on any exchange. We cannot assure you that an active public market will ever develop. Consequently, you may not be able to liquidate your investment in the event of an emergency or for any other reason. 6. We do not meet the requirements for our stock to be quoted on NASDAQ, American Stock Exchange or any other senior exchange and the tradability in our stock will be limited under the penny stock regulation. ~~9 The liquidity of our common stock is restricted as our common stock falls within the definition of a penny stock. Under the rules of~~filings with the Securities and Exchange Commission, ifor SEC, will be available free of charge through the ~~price~~website as soon as reasonably practicable after being electronically filed with or furnished to the SEC. Information contained on, or accessible through, our website does not constitute a part of this prospectus or our other filings with the SEC, and you should not consider any information contained on, or that can be accessed through, our website as part of this prospectus or in deciding whether to purchase shares of our Common Stock.
Recent Developments
On July 20, 2020, the Company entered into an exclusive development and distribution agreement (the “Development Agreement”) with Zimmer, Inc. (“Zimmer”), pursuant to which the Company granted Zimmer exclusive global rights to distribute NeuroOne’s strip and grid cortical electrodes and electrode cable assembly products. Additionally, NeuroOne granted Zimmer the exclusive right and license to distribute certain depth electrodes developed by NeuroOne.
Under the terms of the ~~registrant's common stock on~~Development Agreement, NeuroOne will be responsible for all costs and expenses related to developing the ~~OTC Bulletin Board is below $5.00 per share, the registrant's common stock~~products, and Zimmer will ~~come within the definition of a "penny stock." As a result, Original Source common stock is subject~~be responsible for all costs and expenses related to the ~~"penny stock" rules~~commercialization of the products. In addition to the Development Agreement, Zimmer and ~~regulations. Broker- dealers who sell penny stocks~~NeuroOne have entered into a Manufacturing and Supply Agreement and a supplier quality agreement with respect to ~~certain types~~the manufacturing and supply of ~~investors are required~~the products.
4
THE OFFERING
Common Stock offered by the Selling Stockholders
10,883,808 shares
Common Stock outstanding 22,052,294 shares (as of August 4, 2020)
Common Stock to be outstanding after this offering, assuming full conversion or exercise of all Warrants 24,930,674 shares
Use of proceeds We will not receive any proceeds from the sale by the Selling Stockholders of the shares of Common Stock being offered by this prospectus.
Current Market for the Common Stock and Warrants Our Common Stock is currently quoted on the OTCQB under the symbol “NMTC.”
Risk factors You should read the “Risk Factors” section of this prospectus and in NeuroOne’s Annual Report on Form 10-K for the year ended September 30, 2019 and NeuroOne’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, which are incorporated by reference into this prospectus for a discussion of certain factors to consider before deciding to purchase any of our securities.
Except as otherwise indicated, all information in this prospectus is based on 22,052,294 shares issued and outstanding at August 4, 2020 and does not take into account:
● 1,438,485 shares of our Common Stock issuable upon the exercise of options outstanding as of June 30, 2020, with a weighted-average exercise price of $2.05 per share;
● 110,834 shares of our Common Stock issuable upon the vesting of restricted stock units outstanding as of June 30, 2020;
● 10,170,588 shares of our Common Stock issuable upon the exercise of the warrants outstanding as of June 30, 2020 with a weighted-average exercise price of $2.35 per share;
● 1,879,400 shares of our Common Stock reserved for future issuance under our equity compensation plans; and
● Shares issuable upon the optional conversion of the remaining 2019 Paulson Notes, which amount cannot be determined until the date of conversion.
5
RISK FACTORS
An investment in our Common Stock involves a high degree of risk. Before deciding whether to ~~comply~~invest in our Common Stock, you should consider carefully the risks and uncertainties described under the section captioned “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2019, filed with the ~~Commission's regulations concerning~~SEC on December 20, 2019, as amended on January 28, 2020, and our Quarterly Report on Form 10-Q for the ~~transfer~~quarter ended March 31, 2020, filed with the SEC on May 14, 2020, each of ~~penny stock. These regulations require broker-dealers to: - Make a suitability determination prior to selling penny stock to~~which is incorporated by reference in this prospectus, together with all of the ~~purchaser; - Receive~~information contained in this prospectus and documents incorporated by reference herein. We caution you that the ~~purchaser's written consent to the transaction;~~risks and - Provide certain written disclosures to the purchaser. These requirements may restrict the ability of broker/dealers to sell the registrant's common stock, and may affect the ability to resell the registrant's common stock. 7. The initial price of $.05 mayuncertainties we have little or no relationship to the market price, if any of our common stock. The offering price of our common stock by the selling security holder was arbitrarily determined without regard to book value, recent issuances of shares, such as for cash and services or market value. There may be little or no relationship between the initial prices of $.05 and the market price. You may lose your entire investment. 8. Future sales by our stockholdersdescribed, among others, could cause our actual results to differ materially from those expressed in forward-looking statements made by us or on our behalf in filings with the ~~stock price to decline~~SEC, press releases, communications with investors and ~~may affect your ability to liquidate your investment. In the future, Original Source may issue equity~~oral statements. Additional risks and debt securities. Any sales of additional common shares may have a depressive effect upon the market price of Original Source's common stock causing the stock price to decline. 9. The selling security holders may have liability because of their statusuncertainties not presently known or which we consider immaterial as underwriters. They may sue us if there are any omissions or misstatements in the registration statement that subject them to civil liability. Under the Securities Act of 1933, the selling security holders will be considered to be underwriters of the ~~offering. The selling security holders~~date hereof may also have civil liability under Section 11 and 12 of the Securities Act for any omissions or misstatements in the registration statement because of their status as underwriters. We may be sued by selling security holders if omissions or misstatements result in civil liability to them. 10. Our officers and directors have little experience in running a business similar to our company, they may not be able to successfully operate such a business which could cause you to lose your investment. We are a development stage company and while we intend to place thousands of additional songs under contract and market these songs to the television and film industry, there is no assurance that our management will be able to accomplish our goals. Lecia L. Walker and E. Lynn Atwood, our current officers and directors, have effective 10 control over all decisions regarding both policy and operations of Original Source with no oversight from other management. While Lecia L. Walker has had experience in the same business that we are in, there is no assurance that she will be able to manage our operations and bring it to a profitable position. Our success is contingent upon the ability of our current officers and directors to make appropriate business decisions in these areas. 11. If we lose the services of key members of our management team, we may not be able to execute our business strategy effectively. Our future success depends in a large part upon the continued service of key members of our management team. In particular, Lecia L. Walker, an ~~officer and director, is critical to our overall management as well as our strategic direction. The loss of Lecia Walker's services could have a material~~ adverse effect on our ~~business operations and financial condition. We do not maintain any key-person life insurance policies. The loss of any of our management or key personnel could materially harm our~~ business. ~~12. Our officers and directors~~There have been no other business activities and will only be devoting a portion of their time to our operations. As a result, our operations may be sporadic which may result in periodic interruptions or suspensions of our business activities. Our officers and directors are not required to work exclusively for us, are only engaged in our business activities on a part-time basis and do not intend to devote full timematerial changes to the ~~business of the registrant~~Risk Factors described under Item 1A. “Risk Factors” in the ~~foreseeable future. This could cause the officers a conflict of interest between the amount of time they devote to our business activities~~Annual Report and the ~~amount~~Quarterly Report.
6
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve substantial risks and uncertainties. The forward-looking statements are contained principally in the sections entitled “Risk Factors” and the documents incorporated by reference herein. 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 ~~time required~~these terms, or other comparable terminology intended to identify statements about the future. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be devoted to their other activities. Lecia L. Walker, our chief executive officer, chief financial officer and a director intends to devote only approximately 20 to 30 hours per week to our business activities until operations increase, however she may devote whole daysmaterially different from the information expressed or ~~even multiple days at a stretch when required. Subsequent to the completion of this offering,~~implied by these forward-looking statements. Although we intend to increase our business activities in terms of placing additional songs under contract and, in turn, contracting those songs with the television and movie industry. This increase in business activities may require that either of our officers engage in our business activities on a full-time basis orbelieve that we hire additional employees; however, at this time, we do not have sufficient funds to pursue either option. 13. We may not be able to locate and hire necessary personnel to make our company a success. The expansion of our business will place further demands on existing management and future growth. Profitability will depend, in part, on our ability to hire and retain the necessary personnel to operate and grow our business. There is no certainty that we will be able to identify, attract, hire, train, retain and motivate other highly skilled technical, administrative, managerial, marketing and customer service personnel. Competition for such personnel is intense and there is no certainty that we will be able to successfully attract, integrate ~~11 or retain sufficiently qualified personnel. The failure to attract and retain the necessary personnel could~~ have a materially adverse effect on our business, operations and financial condition. 14. If we cannot successfully compete, we may never reach profitable operations. The music industry is intensely competitive and fragmented. We will compete on thereasonable basis of price and selection against other small companies like ours, as well as large companies that have a similar business and large marketing companies. We may never be able to compete successfully and may never reach profitable operations. You may lose your entire investments. 15. State securities laws may limit secondary trading, which may restrict the states in which and conditions under which you can sell the shares offered by this prospectus. Secondary trading in common stock sold in this offering will not be possible in any state until the common stock is qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in the state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, the common stock in any particular state, the common stock could not be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock, the liquidity for the common stock could be significantly impacted thus causing you to realize a loss on your investment. 16. We may issue shares of preferred stock in the future that may adversely impact your rights as holders of our common stock. Our Articles of Incorporation authorizes us to issue up to 5,000,000 shares of "blank check" preferred stock. Accordingly, our board of directors will have the authority to fix and determine the relative rights and preferences of preferred shares, as well as the authority to issue such shares, without further stockholder approval. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders preferred rights to our assets upon liquidation, the right to receive dividends before dividends are declared to holders of our common stock, and the right to the redemption of such preferred shares, together with a premium, prior to the redemption of the common stock. To the extent that we do issue such additional shares of preferred stock, your rights as holders of common stock could be impaired thereby, including, without limitation, dilution of your ownership interests in us. In addition, shares of preferred stock could be issued with terms calculated to delay or prevent a change in control or make removal of management more difficult, which may not be in your interest as holders of common stock. 17. We have not yet adopted of certain corporate governance measures. As a result, our stockholders have limited protections against interested director transactions, conflicts of interest and similar matters. 12 The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market, as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities which are listed on those exchanges or the Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than necessary, we have not yet adopted these measures. Because all our directors are non-independent, we do not currently have independent audit or compensation committees. As a result, the directors have the ability, among other things, to determine their own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations. 18. We may be exposed to potential risks resulting from new requirements under Section 404 of the Sarbanes-Oxley Act of 2002. If we become registered with the SEC, we will be required, pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, to include in our annual report our assessment of the effectiveness of our internal control over financial reporting. We do not have a sufficient number of employees to segregate responsibilities and may be unable to afford increasing our staff or engaging outside consultants or professionals to overcome our lack of employees. 19. The costs to meet our reporting and other requirements as a public company subject to the Exchange Act of 1934 will be substantial and may result in us having insufficient funds to expand our business or even to meet routine business obligations. If we become a public entity, subject to the reporting requirements of the Exchange Act of 1934, we will incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses for annual reports and proxy statements. We estimate that these costs could range up to $35,000 per year for the next few years and will be higher if our business volume and activity increases but lower during the first year of being public because our overall business volume will be lower, and we will not yet be subject to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002. As a result, we may not have sufficient funds to grow our operations. FORWARD LOOKING STATEMENTS The statementseach forward-looking statement contained in this prospectus, we caution you that are not historical fact are forward-looking statements which can be identified by the use of forward-looking terminology such as "believes," "expects," "may," "should," or "anticipates" or the negative thereof or other variations 13 thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. We have made the forward-looking statements with management's best estimates prepared in good faith. Because of the number and range of the assumptions underlying our projections and forward-looking statements, many of which are subject to significant uncertainties and contingencies that are beyond our reasonable control, some of the assumptions inevitably will not materialize and unanticipated events and circumstances may occur subsequent to the date of this prospectus. These forward-lookingthese 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. Forward-looking statements include statements about:
● our plans to develop and commercialize our cortical strip, grid and depth electrode technology;
● our plans for and our expectations regarding the pre-clinical testing and clinical trials of our cortical strip, grid and depth electrode technology that will be required by the FDA or foreign regulatory bodies;
● the timing and availability of data from pre-clinical tests or clinical trials;
● the timing of our planned regulatory filings;
● the timing of and our ability to obtain and maintain regulatory approval of our cortical strip, grid and depth electrode technology;
● our expectations regarding international opportunities for commercializing our cortical strip, grid and depth electrode technology under development;
● our plans to list our common stock on Nasdaq;
● the clinical utility of our cortical strip, grid and depth electrode technology under development;
● our ability to develop our cortical strip, grid and depth electrode technology with the benefits we hope to offer as compared to existing technology, or at all;
● our ability to develop future generations of our cortical strip, grid and depth electrode technology;
● our future development priorities;
● our ability to obtain reimbursement coverage for our cortical strip, grid and depth electrode technology;
● our expectations about the willingness of healthcare providers to recommend our cortical strip, grid and depth electrode technology to people with epilepsy, Parkinson’s disease, essential tremors, and other brain related disorders;
● our future commercialization, marketing and manufacturing capabilities and strategy;
● our ability to comply with applicable regulatory requirements;
● our ability to maintain our intellectual property position;
● our estimates regarding the size of, and future growth in, the market for our technology under development; and
● our estimates regarding our future expenses and needs for additional financing.
Forward-looking statements are based on management’s current expectations, estimates, forecasts and projections about our business and the industry in which we ~~will~~operate, and management’s beliefs and assumptions are not ~~update this information other than required by law. Therefore, the actual experience~~guarantees of ~~Original Source,~~future performance or development and ~~results achieved during the period covered by any particular projections~~involve known and unknown risks, uncertainties and other factors that are in some cases beyond our control. You should refer to the “Risk Factors” section of this prospectus and the documents incorporated by reference herein for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this prospectus will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not ~~be regarded~~regard these statements as a representation or warranty by ~~Original Source,~~us or any other person that we will ~~realize~~achieve our objectives and plans in any specified time frame, or at all.
These forward-looking statements speak only as of the date of this prospectus. Except as required by law, we assume no obligation to update or revise these ~~estimates~~forward-looking statements for any reason, even if new information becomes available in the future. You should, however, review the factors and ~~projections,~~risks and ~~actual results~~other information we describe in the reports we will file from time to time with the SEC after the date of this prospectus.
7
USE OF PROCEEDS
We are not selling any securities under this prospectus and will not receive any proceeds from the sale of shares of Common Stock offered by this prospectus by the Selling Stockholders. However, we may ~~vary materially.~~receive proceeds from the cash exercise of the Warrants, which, if exercised in cash at the current exercise price with respect to all warrants, would result in gross proceeds to us of $5,382,570. The use of proceeds from such Warrant exercises, if any, will be used for research and development, clinical studies, legal fees and sales and marketing expenses, as well as working capital and general corporate purposes. For information about the Selling Stockholders, see “Selling Stockholders.”
The Selling Stockholders will pay any underwriting discounts and commissions and expenses incurred by the Selling Stockholders for brokerage or legal services or any other expenses incurred by the Selling Stockholders in disposing of the shares of Common Stock offered hereby. We ~~cannot assure you~~will bear all other costs, fees and expenses incurred in effecting the registration of the shares of Common Stock covered by this prospectus, including all registration and filing fees and fees and expenses of our counsel and accountants.
8
SELLING STOCKHOLDERS
This prospectus covers an aggregate of up to 10,883,808 shares of our common stock that may be sold or otherwise disposed of by the Selling Stockholders identified herein. Such shares include (i) 2,155,435 2019 Conversion Shares, 66,583 additional shares issued to an investor, 864,913 shares of our Common Stock issuable upon the exercise of 2019 Paulson Warrants, and 253,583 shares of Common Stock issuable upon the exercise of 2019 Broker Warrants, (ii) 5,566,744 2020 Conversion Shares, 1,356,321 shares of our Common Stock issuable upon the exercise of 2020 Paulson Warrants, and 403,563 shares of Common Stock issuable upon the exercise of 2020 Broker Warrants and (iii) 216,666 shares of our Common Stock issued to investors in the Common Stock Offerings. We are not selling any shares of Common Stock under this prospectus and will not receive any proceeds from the sale of shares of Common Stock by the Selling Stockholders.
The table below sets forth, to our knowledge, information concerning the beneficial ownership of shares of our Common Stock by the Selling Stockholders as of August 4, 2020. The information in the table below with respect to the Selling Stockholders has been obtained from the Selling Stockholders. The Selling Stockholders may sell all, some or none of the shares of Common Stock subject to this prospectus. See “Plan of Distribution.”
Beneficial ownership is determined in accordance with the rules of the SEC, and includes voting or investment power with respect to shares. To our knowledge, except as indicated in the footnotes to this table, (i) each person named in the table has sole voting and investment power with respect to all shares of Common Stock shown in the table to be beneficially owned by such person, and (ii) none of the selling stockholders has had any position, office or other material relationship with us or any of ~~these expectations~~our predecessors or affiliates within the past three years. Except as set forth below, none of the selling stockholders is a broker-dealer or an affiliate of a broker-dealer.
We have assumed all shares of Common Stock reflected on the table will be ~~realized~~sold from time to time in the offering covered by this prospectus, although the Selling Stockholders are under no obligation known to us to sell any shares of Common Stock at this time. Because the Selling Stockholders may offer all or ~~that~~ any portions of the ~~forward-looking statements contained herein~~shares of Common Stock listed in the table below, no estimate can be given as to the amount of those shares of Common Stock covered by this prospectus that will ~~prove to~~ be ~~accurate. PLAN~~held by the Selling Stockholders upon the termination of the offering.
Number of
Shares of
Common
Stock
Beneficially
Owned Shares Beneficial Ownership After
Offering
Name of Selling Stockholder Prior to
Offering (1) Shares
Offered Underlying
Warrants Shares Ownership
Percentage(2)

4P’s Enterprises, LLC 63,611 (3) 50,242 13,369    0        *
Albert Landstrom 14,844 0 14,844 0 *
Allen Gabriel 39,267 29,267 10,000 0 *
Alliance Trust Company, CUST FBO Brian Mark Miller ROTH IRA 220,538 (4) 167,062 53,476 0 *
Alok Agrawal & Aruna Agrawal JT WROS 17,596 14,254 3,342 0 *
Angus Bruce 77,095 61,052 16,043 0 *
Anish Monga 50,000 0 50,000 0 *
Annie Lee Schaufele 73,174 59,805 13,369 0 *
Ardara Capital LP 293,797 (5) 240,321 53,476 0 *
Arthur Steinberg 64,491 51,122 13,369 0 *
Barry Saxe 93,350 70,623 22,727 0 *
BCS Capital LLC 27,035 (6) 22,035 5,000 0 *
Beacon Investment LLC 219,079 (7) 178,972 40,107 0 *
Bradley & Lori Abeson Rev Family Trust 35,056 (8) 28,372 6,684 0 *
Brian Skillern 27,382 20,698 6,684 0 *
9
Number of
Shares of
Common
Stock
Beneficially
Owned Shares Beneficial Ownership After
Offering
Name of Selling Stockholder Prior to
Offering (1) Shares
Offered Underlying
Warrants Shares Ownership
Percentage

Burt Stangarone 44,778 31,882 10,696 2,200 *
C. James Prieur & Karen Prieur JTWROS 120,622 (9) 0 25,668 94,954 *
Calcott Family Trust 78,433 (10) 58,433 20,000 0 *
CD Walker LLC 240,554 (11) 170,447 40,107 30,000 *
Chad Dale 36,153 29,469 6,684 0 *
Charles Engbers 64,491 51,122 13,369 0 *
Charles Jeffrey Trick 27,517 20,833 6,684 0 *
Charles Mader 55,134 41,765 13,369 0 *
Chess Family Trust 63,862 (12) 50,493 13,369 0 *
Chitayat Holdings, LLC 38,468 (13) 30,447 8,021 0 *
Christopher Steven Clark 143,090 0 112,839 30,251 *
Christopher P. Gutek 74,940 44,940 10,000 20,000 *
Clayton A. Struve 220,538 167,062 53,476 0 *
Cleto V. Escobedo III 32,119 25,435 6,684 0 *
Collegiate Tutoring, Inc. 15,965 (14) 12,623 3,342 0 *
Asset Recovery Association, Inc. 78,825 (15) 63,825 15,000 0 *
Dale Ragan 109,417 82,679 26,738 0 *
Damon Thomas 1,204 0 1,204 0 *
Dan Mancuso 5,118 0 5,118 0 *
Dean Bekken 103,611 50,242 13,369 40,000 *
Dirgesh Patel 25,392 18,708 6,684 0 *
District 2 Capital Fund LP 438,861 (16) 0 93,583 345,278 1.6 %
Dmitry Aksenov or Alex Aksenoff 5,716 0 5,716 0 *
Douglas Harnar LLC 580,923 (17) 284,078 66,845 230,000 1.0 %
Due Mondi Investments, Ltd. 27,566 (18) 20,882 6,684 0 *
Edward Rotter 6,684 0 6,684 0 *
Efrat Investments LLC 164,509 (19) 124,402 40,107 0 *
Emerging Markets Consulting, LLC 78,539 (20) 50,170 13,369 15,000 *
Ernest W. Moody Revocable Trust 218,835 (21) 165,359 53,476 0 *
Eugene Webb 62,795 0 62,795 0 *
Faisal Siddiqui 577,222 75,000 0 502,222 2.3 %
Felix Frayman 27,368 20,684 6,684 0 *
Francis Lymburner 139,644 105,687 33,957 0 *
Gary Levine 27,566 20,882 6,684 0 *
Gary Saccaro 28,990 0 28,990 0 *
GBS Living Trust 32,858 (22) 24,837 8,021 0 *
George Copland & Jane Copland JT WROS 57,690 45,658 12,032 0 *
George Martin 63,862 50,493 13,369 0 *
Gerald A. Tomsic 1995 Trust 109,871 83,133 26,738 0 *
Gerald Johnston 38,619 30,598 8,021 0 *
Gerald Yanowitz 41,889 31,194 10,695 0 *
Greg Buffington 55,035 41,666 13,369 0 *
10
Number of
Shares of
Common
Stock
Beneficially
Owned Shares Beneficial Ownership After
Offering
Name of Selling Stockholder Prior to
Offering (1) Shares
Offered Underlying
Warrants Shares Ownership
Percentage

Blaine 2000 Revocable Trust 104,551 (23) 73,701 16,684 14,166     *
Gregory Mario 31,993 25,309 6,684 0 *
Harry Striplin 3,449 0 3,449 0 *
Hazem Algendi 3,896 0 3,896 0 *
Hyong Kim 31,769 25,085 6,684 0 *
Jack Cavin Holland 1979 Trust 99,592 (24) 40,897 10,695 48,000 *
Jacob A. Rosenberg 36,143 29,459 6,684 0 *
James T. Betts 115,793 75,740 20,053 20,000 *
Jason Chiriano 146,744 116,744 30,000 0 *
Jeanne Fishback & Keith Fishback JT WROS - changed to Keith Fishback 72,287 58,918 13,369 0 *
Joel Yanowitz and Amy Metzenbaum Trust UTA 7/22/2003 31,354 (25) 23,333 8,021 0 *
John Avon 52,056 25,372 6,684 20,000 *
John E. Dittoe 85,325 63,935 21,390 0 *
John Anthony Nole 1,444 0 1,444 0 *
Johnson Family Revocable Living Trust 32,245 (26) 25,561 6,684 0 *
Joshua Kaikov 1,805 0 1,805 0 *
Juha Tuominen and Stacey S. Tuominen 42,140 34,119 8,021 0 *
Justin Dyer 32,119 25,435 6,684 0 *
Kathleen E. Watkins 35,056 28,372 6,684 0 *
Keith Gelles 108,141 88,141 20,000 0 *
Keith Wright 72,867 59,499 13,368 0 *
Kent H. Elliott and Susan R. Elliott 70,233 56,864 13,369 0 *
Kevin Eike 140,467 113,729 26,738 0 *
Larry Lindland 19,665 15,922 3,743 0 *
Law Office of Kenneth E. Chyten 401(k) Profit Sharing Plan 55,035 (27) 41,666 13,369 0 *
LGH Investments, LLC 132,733 (28) 105,995 26,738 0 *
Llano Resources Inc. 27,517 (29) 20,833 6,684 0 *
Lorraine Maxfield 6,170 0 4,468 1,702 *
Malcolm Alexander Winks 11,496 0 11,496 0 *
Marc Herman 36,714 30,030 6,684 0 *
Mason Sexton 6,418 0 6,418 0 *
Matthew Rea & Julie Bigler JT WROS 71,013 57,644 13,369 0 *
Merri Moken 128,982 102,244 26,738 0 *
Michael Chieco 64,050 50,682 13,368 0 *
Michael G. Ginder 31,769 25,085 6,684 0 *
Michael Koutsoudakis 1,204 0 1,204 0 *
Mike D. Walker 109,474 82,736 26,738 0 *
MIS Equity Strategies, LP 27,566 (30) 20,882 6,684 0 *
Mustafa Ameenudin 132,865 16,666 0 116,199 *
Natan Vishlitzky & Miryam Vishlitzky JTWROS 62,711 (31) 0 13,369 49,342 *
Nathan E. Davis 12,798 10,124 2,674 0 *
Nick Panayotou 900,696 720,696 180,000 0 *
Northlea Partners, Ltd. 21,906 16,558 5,348 0 *
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Number of
Shares of
Common
Stock
Beneficially
Owned Shares Beneficial Ownership After
Offering
Name of Selling Stockholder Prior to
Offering (1) Shares
Offered Underlying
Warrants Shares Ownership
Percentage

Paul G. Darr & Dawn Darr 87,708 37,681 10,027 40,000      *
Paulson Investment Company, LLC 143,484 (32) 0 111,498 31,986 *
Peter Fogarty 29,310 0 29,310 0 *
Proactive Capital Partners, L.P. 75,000 (33) 75,000 0 0 *
Randall Rehborn and Lisa Rehborn 31,805 25,121 6,684 0 *
Raphael Tshibangu 25,545 20,197 5,348 0 *
Richard Jeanneret 127,976 101,238 26,738 0 *
Robert D. Beck and Debra Beck JT WROS 69,687 56,318 13,369 0 *
Robert F. Susie 78,539 50,170 13,369 15,000 *
Robert G. Dodge 181,727 148,305 33,422 0 *
Robert L. Bahr Revocable Trust 1985 49,472 (34) 37,440 12,032 0 *
Robert Lanphere Jr. 280,489 227,013 53,476 0 *
Robert Setteducati 190,317 0 112,839 77,478 *
Robert W. W. Biederman 31,805 25,121 6,684 0 *
Roger Natsuhara and Karen Natsuhara JT WROS 64,114 50,745 13,369 0 *
S. Bruce Lansky Rev Trust 36,282 (35) 29,598 6,684 0 *
Shashank Upadhye 27,382 20,698 6,684 0 *
Stephen Kann 47,568 0 10,168 37,400 *
Stephen Shumpert 109,899 83,161 26,738 0
Steven Romero Delgado 31,993 25,309 6,684 0 *
Strata Trust Company Cust FBO Alexander Tosi IRA
551,672
338,191 86,898 126,583 *
Strata Trust Company Cust FBO Michael E. Williams IRA 34,985 28,301 6,684 0 *
Strata Trust Company Cust FBO Roger Walt Langeliers IRA 293,797 240,321 53,476 0 *
Strata Trust Company Cust FBO Thomas C Rolfstad IRA 139,566 113,898 25,668 0 *
The Bahr Family Limited Partnership 60,462 (36) 45,757 14,705 0 *
The Childers Living Trust 64,491 (37) 51,122 13,369 0 *
Thomas Endres 1,204 0 1,204 0 *
Thomas H. Butcher 32,299 25,615 6,684 0 *
Thomas Parigian 112,839 0 112,839 0 *
Thomas Rowan 32,119 25,435 6,684 0 *
Timothy Dabulis 2,106 0 2,106 0
Trent Davis 11,496 0 11,496 0
Troy O’Bryan 62,520 49,152 13,368 0 *
Veronica Marano & Thomas M. Volckening JTWROS 55,134 41,765 13,369 0 *
Vijay Patel & Tejal Patel, Tenants by the Entirety 63,539 50,170 13,369 0 *
Vista Capital Investments LLC 132,957 (38) 106,219 26,738 0 *
Wamoh, LLC 95,308 (39) 75,255 20,053 0 *
Wayne Westerman 52,670 39,302 13,368 0 *
William Martin Stocker, III 157,536 (40) 41,765 26,738 89,033 *
William Murphy 549,961 243,116 66,845 240,000 1.1 %
* Less than 1%.
(1) Beneficial ownership is determined in accordance with Rule 13d-3 under the Securities Act, and includes any shares of Common Stock as to which the Selling Stockholder has sole or shared voting power or investment power, and also any shares which the Selling Stockholder has the right to acquire within 60 days of August 4, 2020, whether through the exercise or conversion of any stock option, convertible security, warrant or other right. The indication herein that shares are beneficially owned is not an admission on the part of the Selling Stockholder that he, she or it is a direct or indirect beneficial owner of those shares.
(2) Based upon 22,052,294 shares of Common Stock issued and outstanding as of August 4, 2020.
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(3) Dale Powell and Katharine Powell have shared voting control and investment discretion over the securities reported herein that are held by 4P’s Enterprises, LLC.
(4) Brian M. Miller has voting control and investment discretion over the securities reported herein that are held by Alliance Trust Company, CUST FBO Brian Mark Miller ROTH IRA.
(5) Patrick M. Mullin, as Managing Member, has voting control and investment discretion over the securities reported herein that are held by Ardara Capital LP.
(6) Katherine Barton has voting control and investment discretion over the securities reported herein that are held by BCS Capital LLC.
(7) Russell Lieblick has voting control and investment discretion over the securities reported herein that are held by Beacon Investment LLC.
(8) Bradley Abeson and Lori Abeson share voting control and investment discretion over the securities reported herein that are held by the Bradley & Lori Abeson Rev Family Trust.
(9) Includes 94,954 shares issuable upon the conversion of outstanding 2019 Notes, assuming such 2019 Notes were converted as of August 4, 2020.  The actual amount of shares received upon such conversion may vary.
(10) George Reid Calcott has voting control and investment discretion over the securities reported herein that are held by the Calcott Family Trust.
(11) Curtis D. Walker has voting control and investment discretion over the securities reported herein that are held by CD Walker LLC.
(12) Taylor A. Chess, as trustee of the trust, has voting control and investment discretion over the securities reported herein that are held by the Chess Family Trust.
(13) Jack Chitayat has voting control and investment discretion over the securities reported herein that are held by Chitayat Holdings, LLC.
(14) Robert Ertner has voting control and investment discretion over the securities reported herein that are held by Collegiate Tutoring, Inc.
(15) Craig Bordon has voting control and investment discretion over the securities reported herein that are held by Asset Recovery Association, Inc.
(16) Eric J. Schlanger has voting control and investment discretion over the securities reported herein that are held by District 2 Capital Fund LP. Includes 345,278 shares issuable upon the conversion of outstanding 2019 Notes, assuming such 2019 Notes were converted as of August 4, 2020.  The actual amount of shares received upon such conversion may vary.
(17) Douglas Harnar has voting control and investment discretion over the securities reported herein that are held by Douglas Harnar LLC.
(18) Robert S. Beadle has voting control and investment discretion over the securities reported herein that are held by Due Mondi Investments, Ltd.
(19) Pinny Rotter has voting control and investment discretion over the securities reported herein that are held by Efrat Investments LLC.
(20) James S. Painter III has voting control and investment discretion over the securities reported herein that are held by Emerging Markets Consulting, LLC.
(21) Ernest W. Moody, as trustee of the trust, has voting control and investment discretion over the securities reported herein that are held by Ernest W. Moody Revocable Trust.
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(22) Gregory B. Stewart, as trustee of the trust, has voting and dispositive power over the securities reported herein that are held by the GBS Living Trust.
(23) Gregory H. Blaine has voting control and investment discretion over the securities reported herein that are held by Blaine 2000 Revocable Trust.
(24) Jack C. Holland has voting control and investment discretion over the securities reported herein that are held by Jack Cavin Holland 1979 Trust.
(25) Joel Yanowitz has voting control and investment discretion over the securities reported herein that are held by Joel Yanowitz and Amy Metzenbaum Trust UTA 7/22/2003.
(26) David Richard Johnson, as trustee of the trust, has voting control and investment discretion over the securities reported herein that are held by Johnson Family Revocable Living Trust.
(27) Kenneth E. Chyten has voting control and investment discretion over the securities reported herein that are held by Law Office of Kenneth E. Chyten 401(k) Profit Sharing Plan.
(28) Lucas Hoppel, as Managing Member, has voting control and investment discretion over the securities reported herein that are held by LGH Investments, LLC.
(29) Burton Mark Paul has voting control and investment discretion over the securities reported herein that are held by Llano Resources Inc.
(30) Anthony Reed, as the Manager of the General Partner, has voting control and investment discretion over the securities reported herein that are held by MIS Equity Strategies, LP.
(31) Includes 49,342 shares issuable upon the conversion of outstanding 2019 Notes, assuming such 2019 Notes were converted as of August 4, 2020. The actual amount of shares received upon such conversion may vary.
(32) Trent Donald Davis has voting control and investment discretion over the securities reported herein that are held by Paulson Investment Company, LLC.
(33) Jeffrey Ramson has voting control and investment discretion over the securities reported herein that are held by Proactive Capital LP.
(34) Robert Lawrence Bahr has voting control and investment discretion over the securities reported herein that are held by Robert L. Bahr Revocable Trust 1985.
(35) S. Bruce Lansky, as trustee of the trust, has voting control and investment discretion over the securities reported herein that are held by S. Bruce Lansky Rev Trust.
(36) Robert Lawrence Bahr has voting control and investment discretion over the securities reported herein that are held by The Bahr Family Limited Partnership.
(37) William A. and Dolores M. Childers, as trustees of the trust, share voting control and investment discretion over the securities reported herein that are held by The Childers Living Trust.
(38) David Clark has voting control and investment discretion over the securities reported herein that are held by Vista Capital Investments LLC.
(39) Arthur Dale Burns has voting control and investment discretion over the securities reported herein that are held by Wamoh, LLC.
(40) Includes 49,033 shares issuable upon the conversion of outstanding 2019 Notes, assuming such 2019 Notes were converted as of August 4, 2020. The actual amount of shares received upon such conversion may vary.
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DESCRIPTION OF ~~DISTRIBUTION AND SELLING SECURITY HOLDERS~~ SECURITIES TO BE REGISTERED
This prospectus relates to the ~~sale~~resale from time to time of ~~10,000,000 common~~up to 10,883,808 shares of Common Stock of the Company by ~~Original Source~~the Selling Stockholders listed on page 9. As described below under “About this Prospectus” and ~~1,500,000~~“Prospectus – Summary About this Offering,” the shares ~~being~~of our Common Stock registered by selling shareholders. There has been no market for our securities. Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus ~~we hope~~include (i) 2,155,435 2019 Conversion Shares, 66,583 additional shares issued to ~~have a market maker file~~ an application with FINRA for our common stock to be eligible for trading on the over-the- counter market. We do not yet have a market maker who has agreed to file such application. Primary Offering We will sell the 10,000,000 commoninvestor, 864,913 shares ~~ourselves and do not plan to use underwriters or pay any commissions. We will be selling our common shares using our best efforts and no one has agreed to buy any~~ of our ~~common shares. This~~Common Stock issuable upon the exercise of 2019 Paulson Warrants, and 253,583 shares of Common Stock issuable upon the exercise of 2019 Broker Warrants, (ii) 5,566,744 2020 Conversion Shares, 1,356,321 shares of our Common Stock issuable upon the exercise of 2020 Paulson Warrants, and 403,563 shares of Common Stock issuable upon the exercise of 2020 Broker Warrants and (iii) 216,666 shares of our Common Stock issued to investors in the Common Stock Offerings. We are not selling any shares of Common Stock under this prospectus ~~permits our officers~~ and ~~directors to sell the common shares directly to the public, with no commission or other remuneration payable to them for~~will not receive any common shares they may sell. There is no plan or arrangement to enter into any contracts or agreements to sell the common shares with a broker or dealer. Our officers and directors will sell the common shares and intend to offer them to friends, family members and business acquaintances. There is no minimum amount of common shares we must sell so no money raisedproceeds from the sale of ~~our common~~ shares ~~will go into escrow, trust or another similar arrangement.~~ of Common Stock by the Selling Stockholders.
The ~~common shares are being offered by Ms. Lecia L. Walker and E. Lynn Atwood, officers and directors~~Company’s authorized capital stock consists of ~~the registrant. Mmes. Walker and Atwood will be relying on the safe harbor in Rule 3a4-1 of the Securities Exchange Act of 1934 to sell the common shares. No sales~~ 14 commission will be paid for common shares sold by Mmes. Walker and Atwood. Mmes. Walker and Atwood are not subject to a statutory disqualification and are not associated persons of a broker or dealer. Additionally, Mmes. Walker and Atwood primarily perform substantial duties on behalf of the registrant otherwise than in connection with transactions in securities. Neither Ms. Walker nor Ms. Atwood were a broker or dealer or an associated person of a broker or dealer within the preceding 12 months and they have not participated in selling an offering of securities for any issuer more than once every 12 months other than in reliance on paragraph (a)4(i) or (a)4(iii) of Rule 3a4-1 of the Securities Exchange Act of 1934. These are no finders. Secondary Offering This prospectus also relates to the resale of 1,500,000100,000,000 shares of common stock, par value of $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share.
Common Stock
Holders of the Company’s Common Stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of Common Stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of Common Stock voting for the election of directors can elect all of the directors. Holders of the Company’s Common Stock representing a majority of the voting power of the Company’s capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of stockholders. A vote by the ~~selling security holders.~~holders of a majority of the Company’s outstanding Common Stock is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to the Company’s certificate of incorporation.
Holders of the Company’s Common Stock are entitled to share in all dividends that the Company’s board of directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the Common Stock. The ~~selling security holders will sell~~Company’s Common Stock has no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to the Company’s Common Stock.
The Company’s certificate of incorporation authorize the issuance of 10,000,000 shares of “blank check” preferred stock, par value $0.001 per share, in one or more series, subject to any limitations prescribed by law, without further vote or action by the stockholders. Each such series of preferred stock shall have such number of shares, designations, preferences, voting powers, qualifications, and special or relative rights or privileges as shall be determined by our board of directors, which may include, among others, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights.
Anti-Takeover Provisions
We are subject to Section 203 of the Delaware General Corporation Law, or Section 203. Section 203 generally prohibits a public Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless:
● prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
● the interested stockholder owned at least 85% of the voting stock of the corporation outstanding upon consummation of the transaction, excluding for purposes of determining the number of shares outstanding (a) shares owned by persons who are directors and also officers and (b) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
15
● on or subsequent to the consummation of the transaction, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder.
Section 203 defines a business combination to include:
● any merger or consolidation involving the corporation and the interested stockholder;
● any sale, transfer, pledge or other disposition involving the interested stockholder of 10% or more of the assets of the corporation;
● subject to exceptions, any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder;
● subject to exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder; and
● the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.
In general, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by the entity or person.
Certificate of Incorporation and Bylaws
Provisions of our certificate of incorporation and bylaws may delay or discourage transactions involving an actual or potential change in our control or change in our management, including transactions in which stockholders might otherwise receive a premium for their ~~common~~ shares ~~at $.05 per common shares until~~or transactions that our ~~common shares are quoted on a market or securities exchange. Thereafter,~~stockholders might otherwise deem to be in their best interests. Therefore, these provisions could adversely affect the ~~common shares may be priced at prevailing market prices or privately negotiated prices. If the selling security holders engage in short selling activities, they must comply~~price of our Common Stock. Among other things, our certificate of incorporation and bylaws:
● permit our board of directors to issue up to 10,000,000 shares of preferred stock, with any rights, preferences and privileges as they may designate;
● provide that the authorized number of directors may be changed only by resolution adopted by a majority of the board of directors;
● provide that the board of directors or any individual director may only be removed with cause and the affirmative vote of the holders of at least 66 2/3% of the voting power of all of our then outstanding capital stock;
● provide that all vacancies, including newly created directorships, may, except as otherwise required by law or subject to the rights of holders of preferred stock as designated from time to time, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum;
● divide our board of directors into three classes;
16
● require that any action to be taken by our stockholders must be effected at a duly called annual or special meeting of stockholders and not be taken by written consent or electronic transmission;
● provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide notice in writing in a timely manner and also specify requirements as to the form and content of a stockholder’s notice;
● do not provide for cumulative voting rights, which means that holders of a majority of the shares of Common Stock entitled to vote in any election of directors can elect all of the directors standing for election;
● provide that special meetings of our stockholders may only be called by the chairman of the board of directors, our Chief Executive Officer or by the board of directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not any vacancies exist); and
● provide that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors or officers to us or our stockholders, (iii) any action asserting a claim against us arising pursuant to any provision of the DGCL, or (iv) any action asserting a claim against us governed by the internal affairs doctrine.
The amendment of any of these provisions, with the ~~prospectus delivery requirements~~exception of Section 5(b)(2) of the Securities Act. Pursuant to Regulation M of the Securities Act, the selling security holders will not, directly or indirectly, bid for, purchase, or attempt to induce any person to bid for or purchase their common shares during the offering except for offers to sell or the solicitation of offers to buy and unsolicited purchases that are not effected from or through a broker or dealer, on a securities exchange or through an inter-dealer quotation system or electronic communications network. These requirements may restrict the ability of ~~broker/dealers~~our board of directors to ~~sell our common~~issue shares of preferred stock and ~~may affect~~designate any rights, preferences and privileges thereto, would require the ~~ability to resell~~affirmative vote of the holders of at least 66 2/3% of the voting power of all of our ~~common~~then outstanding capital stock. ~~The 1,500,000 common~~
17
PLAN OF DISTRIBUTION
This prospectus includes 10,883,808 shares of Common Stock offered by the ~~selling security holders~~Selling Stockholders.
Each Selling Stockholder and any of its pledgees, assignees and successors-in-interest may, from time to time, sell any or all of its shares of Common Stock on the OTCQB or any other stock exchange, market or trading facility on which our shares are traded or in private transactions. These sales may be ~~sold by~~at fixed or negotiated prices. A selling stockholder may use any one or more of the following methods without limitation: - ordinary brokerage transactions and transactions in which the broker solicits purchases; and - face-to-face transactions between sellers and purchasers without a broker-dealer. In effecting sales, brokers or dealers engaged by thewhen selling ~~security holders~~shares:
● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
● block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
● purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
● an exchange distribution in accordance with the rules of the applicable exchange;
● privately negotiated transactions;
● settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;
● broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share;
● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
● a combination of any such methods of sale; or
● any other method permitted pursuant to applicable law.
The Selling Stockholders may arrange for other brokers or dealers to participate. The selling security holder or dealer effecting a transaction in the registered securities, whether or not participating in a distribution, is required to deliver a prospectus. Underalso sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.
In addition, the Selling Stockholders may transfer the shares of ~~1933,~~Common Stock by other means not described in this prospectus. If the Selling Stockholders effect such transactions by selling ~~security holders will be considered~~shares of Common Stock to beor through underwriters, ~~of the offering. The selling security holders~~broker-dealers or agents, such underwriters, broker-dealers or agents may ~~have civil liability under Section 11 and 12 of the Securities Act for any omissions or misstatements~~receive commissions in the ~~registration~~ ~~15 statement because~~form of ~~their status as underwriters. We may be sued by selling security holders if omissions~~discounts, concessions or ~~misstatements result in civil liability to them. Once a market has been developed for our common stock,~~commissions from the ~~shares may be sold~~Selling Stockholders or ~~distributed~~commissions from ~~time to time by the security holders directly to one or more~~ purchasers or through brokers or dealers who act solely as agents, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, which may be changed. The distribution of the shares of Common Stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be ~~effected~~ in ~~one or more~~excess of the following methods: (a) ordinary brokerage transactions and transactions in which the broker solicits purchasers; (b) privately negotiated transactions; (c) market sales (both long and short to the extent permitted under the federal securities laws); (d) at the market to or through market makers or into an existing market for the shares; (e) through transactions in options, swaps or other derivatives (whether exchange listed or otherwise); and (f) a combination of any of the aforementioned methods of sale. In effecting sales, brokers and dealers engaged by the selling security holders may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions or discounts from a selling security holder or, if any of the broker-dealers act as an agent for the purchaser of such shares, from a purchaser in amounts to be negotiated which are not expected to exceed those customary in the types of transactions ~~involved. Broker-dealers may agree~~involved). In connection with ~~a selling security holder to sell a specified number~~sales of the shares of ~~common stock at a stipulated price per share. Such an agreement~~Common Stock or otherwise, the Selling Stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of Common Stock in the course of hedging in positions they assume. The Selling Stockholders may also ~~require the broker-dealer to purchase as principal any unsold~~sell shares of ~~common stock at~~Common Stock short and deliver shares of Common Stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The Selling Stockholders may also loan or pledge shares of Common Stock to broker-dealers that in turn may sell such shares.
18
The Selling Stockholders may pledge or grant a security interest in some or all of the ~~price required to fulfill~~shares of Common Stock owned by them and, if they default in the ~~broker-dealer commitment to~~performance of their secured obligations, the ~~selling security holder if such broker-dealer is unable to~~pledgees or secured parties may offer and sell the shares ~~on behalf~~ of ~~the selling security holder. Broker-dealers who acquire shares of common stock as principal may thereafter resell the shares of common stock~~Common Stock from time to time ~~in transactions which may involve block transactions and sales~~pursuant to ~~and through~~this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other ~~broker-dealers, including transactions~~applicable provision of the ~~nature described above. Such sales by a broker-dealer could be at prices~~Securities Act amending, if necessary, the list of Selling Stockholders to include the pledgee, transferee or other successors in interest as Selling Stockholders under this prospectus. The Selling Stockholders also may transfer and on terms then prevailing at the time of sale, at prices related to the then-current market price or in negotiated transactions. In connection with such re-sales, the broker-dealer may pay to or receive from the purchasers ofdonate the shares ~~commissions as described above. The security holders~~of Common Stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
To the extent required by the Securities Act and the rules and regulations thereunder, the Selling Stockholders and any ~~broker-dealers or agents that participate with the security holders~~broker-dealer participating in the ~~sale~~distribution of the shares of ~~common stock~~Common Stock may be deemed to be ~~"underwriters"~~“underwriters” within the meaning of the Securities Act, ~~in connection with these sales. In that event, any commissions received by the broker-dealers or agents~~ and any ~~profit on the resale of the shares of common stock purchased by them~~commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of Common Stock is made, a prospectus supplement, if required, will be distributed, which will set forth the aggregate amount of shares of Common Stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the Selling Stockholders and any discounts, commissions or concessions allowed or re-allowed or paid to broker-dealers.
There can be no assurance that any Selling Stockholder will sell any or all of the shares of Common Stock registered pursuant to the registration statement, of which this prospectus is a part.
The Selling Stockholders and any other person participating in such distribution will be subject to applicable provisions of the Exchange Act, and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of Common Stock by the Selling ~~Security Holders~~ Stockholders and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the shares of Common Stock to engage in market-making activities with respect to the shares of Common Stock. All of the foregoing may affect the marketability of the shares of Common Stock and the ability of any person or entity to engage in market-making activities with respect to the shares of Common Stock. We will pay all expenses of the registration of the shares of Common Stock.
Once sold under the registration statement, of which this prospectus is a part, the shares of Common Stock will be freely tradable in the hands of persons other than our affiliates.
19
LEGAL MATTERS
The ~~table below sets~~validity of the securities offered hereby have been passed upon for us by Honigman LLP, Kalamazoo, Michigan.
EXPERTS
The consolidated financial statements of the Company as of September 30, 2019 and 2018, and for the year ended September 30, 2019 and for the nine month transition period ended September 30, 2018 incorporated by reference in this prospectus have been so incorporated in reliance on the report of BDO USA, LLP, an independent registered public accounting firm (the report on the consolidated financial statements contains an explanatory paragraph regarding the Company’s ability to continue as a going concern) incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
Federal securities laws require us to file information with the SEC concerning our business and operations. Accordingly, we file proxy statements and annual, quarterly, and special reports, and other information with the Commission.
The SEC maintains a web site (http://www.sec.gov) at which you can read or download our reports and other information.
We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the securities being offered hereby. As permitted by the rules and regulations of the SEC, this prospectus does not contain all the information set forth in the registration statement and the exhibits and schedules thereto. For further information with respect to the ~~resale~~Company and the securities offered hereby, reference is made to the registration statement, and such exhibits and schedules which may be accessed at the SEC’s web site.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
SEC rules allow us to “incorporate by reference” into this prospectus much of ~~shares~~the information we file with the SEC, which means that we can disclose important information to you by referring you to those publicly available documents. The information that we incorporate by reference into this prospectus plus consolidated financial statements included in this prospectus is considered to be part of this prospectus. These documents may include Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements. You should read the information incorporated by reference because it is an important part of this prospectus.
This prospectus incorporates by reference the documents listed below, other than those documents or the portions of those documents deemed to be furnished and not filed in accordance with SEC rules:
● our Annual Report on Form 10-K for the fiscal year ended September 30, 2019, filed with the SEC on December 20, 2019 as amended on January 28, 2020;
● our Quarterly Reports on Form 10-Q for the quarter ended December 31, 2019, filed with the SEC on February 14, 2020 and the quarter ended March 31, 2020, filed with the SEC on May 14, 2020;
● our Current Reports on Form 8-K filed with the SEC on October 11, 2019, October 25, 2019, October 29, 2019, November 7, 2019, December 2, 2019, December 4, 2019, December 11, 2019, December 31, 2019, January 24, 2020, February 24, 2020, April 30, 2020, May 1, 2020, May 12, 2020, June 4, 2020, July 2, 2020, July 22, 2020, July 28, 2020 and August 3, 2020; and
● the description of our common stock in Exhibit 4.1 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2019, filed on December 20, 2019.
Any statement contained in any document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any prospectus modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
We also incorporate by reference any future filings, other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items, made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, in each case, other than those documents or the portions of those documents deemed to be furnished and not filed in accordance with SEC rules, until the offering of the securities under the registration statement of which this prospectus forms a part is terminated or completed. Information in such future filings updates and supplements the information provided in this prospectus. Any statements in any such future filings will be deemed to modify and supersede any information in any document we previously filed with the SEC that is incorporated or deemed to be incorporated herein by reference to the extent that statements in the later filed document modify or replace such earlier statements.
Because we are incorporating by reference future filings with the SEC, this prospectus is continually updated and later information filed with the SEC may update and supersede some of the information included or incorporated by reference in this prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus or in any document previously incorporated by reference have been modified or superseded.
These documents may also be accessed on our website at www.n1mtc.com/investors. Information contained in, or accessible through, our website is not a part of this prospectus. We will provide without charge to each person, including any beneficial owners, to whom this prospectus is delivered, upon his or her written or oral request, a copy of any or all reports or documents referred to above which have been or may be incorporated by reference into this prospectus but not delivered with this prospectus, excluding exhibits to those reports or documents unless they are specifically incorporated by reference into those documents. You may request a copy of these documents by writing or telephoning us at the following address.
NeuroOne Medical Technologies Corporation
7559 Anagram Drive
Eden Prairie, Minnesota 55344
(952) 426-1383
Attention: Leah Noaeill
Senior Director of Marketing
LeahN@N1MTC.com
21
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The following table sets forth all costs and expenses, other than underwriting discounts and commissions, payable by the ~~selling security holders. We will not receive any proceeds from~~Company, or the ~~resale of common stock by the selling security holders for shares currently outstanding.~~ 16 Original Source shall register, pursuant to this prospectus 1,500,000 common shares currently outstanding for the account of 3 individuals or entities. The percentage owned prior to and after the offering assumesRegistrant, in connection with the sale of ~~all of~~ the common ~~shares~~stock being ~~registered on behalf~~registered. The selling stockholders will not bear any portion of such expenses. All amounts shown are estimates except for the ~~selling security holders.~~ # of Shares Total Shares Total Shares Being Before After % After Registered Offering Offering Offering E. Lynn Atwood(1) 500,000 500,000 0 0% Linda Rock 500,000 500,000 0 0% Sheri Sabey 500,000 500,000 0 0%
~~~~(1) E. Lynn Atwood~~SEC registration fee.~~
Nature of Expense Amount
SEC registration fee $ 2,550
Accounting fees and expenses 15,000
Legal fees and expenses 30,000
Transfer agent’s fees and expenses 1,000
Printing and related fees 2,500
Miscellaneous 10,000
Total $ 61,050
Item 14. Indemnification of Directors and Officers.
The Company is an officer and director of the registrant. Ms. Atwood is the mother of Lecia L. Walker, an officer and director of the registrant. Penny Stock Under the rules of the Securities and Exchange Commission, our common stock will come within the definition of a "penny stock" because the price of our common stock on the OTC Bulletin Board is below $5.00 per share. As a result, our common stock will be subject to the "penny stock" rules and regulations. Broker-dealers who sell penny stocks to certain types of investors are required to comply with the Commission's regulations concerning the transfer of penny stock. These regulations require broker-dealers to: - Make a suitability determination prior to selling penny stock to the purchaser; - Receive the purchaser's written consent to the transaction; and - Provide certain written disclosures to the purchaser. DESCRIPTION OF BUSINESS We were incorporated under the laws of the State of ~~Nevada on August 20, 2009. We~~Delaware. Section 145 of the Delaware General Corporation Law provides that a Delaware corporation may indemnify any persons who were, are, or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as an officer, director, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such person acted in good faith and in a ~~development stage company, formed~~manner he or she reasonably believed to ~~license songs~~be in or not opposed to the ~~television~~corporation’s best interests and, ~~movie industry. From our inception~~with respect to date, we have generated very little revenues, and our operations have been limited to organizational, start-up, and capital formation activities. We currently have no employees other than our officers, who are also our directors. We have never declared bankruptcy, have never been in receivership, and have never been involved in any ~~legal~~criminal action or ~~proceedings. We have not~~proceeding, had no reasonable cause to believe that his or her conduct was illegal. A Delaware corporation may indemnify any persons who were, are, or are threatened to be made, a party to any ~~significant purchase~~threatened, pending or ~~sale of assets, nor has~~completed action or suit by or in the ~~registrant been involved in any mergers, acquisitions or consolidations. We are not a blank check registrant as that term is defined in Rule 419(a)(2) of Regulation C~~right of the Securities Act of 1933, because we have a specific business plan and purpose. Neither Original Source Music, Inc., nor its officers, directors, promoters or affiliates, has had preliminary contact or discussions with, nor do we have any present plans, proposals, arrangements or understandings with any representativescorporation by reason of the ~~owners~~fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any ~~business~~action referred to above, the corporation must indemnify him or ~~company regarding~~her against the ~~possibility~~expenses (including attorneys’ fees) actually and reasonably incurred.
The Company’s certificate of ~~an acquisition or merger.~~ 17 License and Assignment Agreement. In 2000, Lecia L. Walker was heavily involved in launching Private Wavs, a successful music library which licenses music to television and film, along with her husband at that time. Part of her roll in that endeavor was to do the market research, product and packaging design, sales and marketing. In 2007, she sold her interest in Private Wavs and in 2008, started a new music library under a DBA of Original Source Music. Since that time she has placed more than 1,100 songs under contract. On August 21, 2009, Lecia Walker granted a license for a period of ten (10) yearsincorporation provides for the ~~entire list~~indemnification of ~~songs~~its directors to the ~~registrant~~fullest extent permitted under ~~a License~~the Delaware General Corporation Law. The Company’s bylaws provide for the indemnification of its directors and ~~Assignment Agreement. Pursuant~~officers to the ~~License and Assignment Agreement, Ms. Walker was issued 3,000,000 common shares~~fullest extent permitted under the Delaware General Corporation Law.
II-1
Section 102(b)(7) of the ~~registrant Lecia L. Walker is now an officer and~~Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the ~~registrant, bringing her experience~~corporation shall not be personally liable to the ~~registrant, and intends~~corporation or its stockholders for monetary damages for breach of fiduciary duties as a director, except for liability for any:
● transaction from which the director derives an improper personal benefit;
● act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
● unlawful payment of dividends or redemption of shares; or
● breach of a director’s duty of loyalty to the corporation or its stockholders.
The Company’s certificate of incorporation includes such a provision. Under the Company’s bylaws, expenses incurred by any director or officers in defending any such action, suit or proceeding in advance of its final disposition shall be paid by the Company upon delivery to ~~continue~~it of an undertaking, by or on behalf of such director or officer, to ~~place many new songs under contract and then~~repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to ~~license those songs to~~be indemnified by the ~~television and movie industry. Convertible Promissory Note. On June 28, 2010,~~Company, as long as such undertaking remains required by the registrant entered into a Convertible Promissory Note for an amount of $2,000 with American Business Services, Inc., a Colorado corporation, an unaffiliated entity. The promissory note is convertible into common stockDelaware General Corporation Law.
Section 174 of the ~~registrant at 50%~~Delaware General Corporation Law provides, among other things, that a director who willfully or negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption, may be held liable for such actions. A director who was either absent when the ~~bid price of the stock~~unlawful actions were approved or dissented at the time ~~of conversion, if~~may avoid liability by causing his or her dissent to such actions to be entered in the ~~stock is quoted on an exchange, or, if the stock is not quoted on an exchange, at double the par value~~books containing minutes of the ~~stock. This could result in as much as an additional dilution~~meetings of 1,000,000 shares of stock, if the note was converted prior to the stock being quoted on an exchange. Operations - ---------- We review hundreds of music tracks written, produced, and performed by unsigned artists, then to contract those songs with the highest quality and potential for placement in television and film. The registrant intends to offer a wide variety of instrumental and vocal genres including pop, rock, R&B, jazz, country, singer/songwriter, new age, electronic, dance, funk, children's, adult contemporary, and more. We intend to focus on the source music niche of music licensing, but provides music for background, and transitional uses as well. Currently the registrant has more than 1,100 songs available for licensing, and is in the process of signing several hundred more songs to be added to the catalog in the near future and will soon be made available for television and film applications. The customer has access to these songs in a variety of ways including logging into our website at www.originalsourcemusic.com where they may search for several songs that are appropriate for their needs and download them directly into their production editing program. Growth Strategy - --------------- We will be focusing on the addition of cues and transitional music for commercials and television programming transitions, something its major competitors do not seem to do at present. We intend to enter that market as soon as possible. We intend to examine signing genres of music that are in demand by potential customers but are not available 18 from its competitors at present. We will also examine the creation of a recording label to give the general public access to purchasing the songs in its catalog. Revenue - ------- The registrant receives revenues in two ways: 1. Commercial productions pay licensing fees to place a track into their production. 2. The registrant owns the publishing rights to all of its songs, and when a production containing a track licensed from the registrant is aired through a public venue, royalties are paid to the registrant by the assigned performing rights organization, either ASCAP, BMI, or SESAC. Competition - ----------- The music industry is intensely competitive and fragmented. We will compete on the basis of price and selection against other small companies like ours, as well as large companies that have a similar business and large marketing companies. Some of our major competitors are: Heavy Hitters Music: Heavy Hitters Music has been in the music licensing business for over 30 years and seems to be the pioneer of the source music niche. Their website boasts a catalog of over 8,500 music tracks. In 2007, former CBS TV executive, Cindy Slaughter, and her husband, Mark purchased Heavy Hitters. MasterSource: Mastersource became the first real source music competitor for Heavy Hitters when it was formed in 1992 by Marc Ferrari. MasterSource seems to be the first and only competitor with tracks available to the general public. Killer Tracks: Killer Tracks has been in business for twenty years according to their website. They boast 2000 CDs of music available, yet only a small fraction includes source music. They specialize in backgdround, score, special FX and studio music. J2R Music: J2R Music has a variety of source music for licensing to television and film. Free Play Music: Free Play Music has a large variety of production music, and a growing number of source music tracks. Although their name indicates the music is free, it is not free for commercial use. Sync Free Music: Sync Free Music has a large variety of production music, and a growing number of source music tracks. Although their name indicates the music is free, it is not free for commercial use. License Jazz: License Jazz is a new company targeting commercial jazz music needs. Pump Audio: Pump Audio started in 2001 and has some source music, but specializes in production and transition music. 19 Patents and Trademarks - ---------------------- The registrant does not, at this time, have any patents or trademarks. However, the registrant intends to trademark certain logos which the registrant will be using. Governmental Regulations - ------------------------ The business of the registrant does not fall under any government regulations. Employees - --------- At this time, we have no employees other than our executive officers, who are also our directors. All functions including development, strategy, negotiations and administration are currently being provided by our executive officers. The executive officers do not intend to accept any payment for their services from the receipts of this offering. As the registrant grows, we may need additional employees for such operations. We do not foresee any significant changes in the number of employees or consultants we will have over the next twelve months. Description of Property - ----------------------- The registrant executive offices consists of 400 square feet and are located at 8201 South Santa Fe Drive, Suite 229, Littleton, Colorado, 80120, in space presently leased by the registrant's officers supplied at no charge to the registrant. The registrant believes that its current office space will be adequate for the foreseeable future. We have no plans to lease additional space in the next twelve months. The address of our principal executive office is c/o Ms. Lecia L. Walker, Original Source Music, Inc. 8201 South Santa Fe Drive, Suite 229, Littleton, Colorado 80120. Our telephone number is (303) 495- 3728. Reports to Security Holders - --------------------------- We intend to become a fully reporting company under the requirements of the Exchange Act, and will file the necessary quarterly and other reports with the Securities and Exchange Commission. Although we will not be required to deliver our annual or quarterly reports to security holders, we intend to forward this information to security holders upon receiving a written request to receive such information. The reports and other information filed by us will be available for inspection and copying at the public reference facilities of the Securities and Exchange Commission located at 100 F Street N.E., Washington, D.C. 20549. Copies of such material may be obtained by mail from the Public Reference Section of the Securities and Exchange Commission at 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the Commission maintains a World Wide Website on the Internet at: http://www.sec.gov 20 that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Securities and Exchange Commission. USE OF PROCEEDS Any proceeds received from the sale of our common shares will be deposited directly into our operating account. We will be attempting to raise up to $500,000, minus expenses of $20,000, from the sale of our common shares. These proceeds will be used as follows: Gross Proceeds $500,000 $300,000 Expenses 20,000 20,000 -------- -------- Net Proceeds $480,000 $280,000 SEC reporting costs 22,500 22,500 Advertising 91,500 51,500 Marketing and promotion 114,375 64,375 Sales team 228,750 128,750 General working capital 22,875 12,875 -------- -------- Net Proceeds $480,000 $280,000 Gross Proceeds $150,000 $75,000 Expenses 20,000 20,000 -------- -------- Net Proceeds $130,000 $ 55,000 SEC reporting costs 22,500 22,500 Advertising 21,500 6,500 Marketing and promotion 26,875 8,125 Sales team 53,750 16,250 General working capital 5,375 1,625 -------- -------- Net Proceeds $130,000 $ 55,000 In the event we are not successful in selling a portion of the securities to raise at least $75,000, we would give priority to allocating capital to complete everything necessary to be ready to meet our SEC reporting requirements. Any remaining capital would be used to fund our working capital needs. If we are unable to raise the funds needed, Ms. Walker, an officer and director has agreed to provide the necessary funds to move forward with the marketing and promotion. We will not receive any proceeds from the resale of securities by selling security holders. DETERMINATION OF OFFERING PRICE Our common stock is presently not traded on any market or securities exchange and we have not applied for listing or quotation on any public market. The offering price does not have any relationship to any established criteria of value, such as book value or earnings per share. Because we have no significant operating history and have generated very little revenue to date, the price of our common stock is 21 not based on past earnings, nor is the price of our common stock indicative of the current market value of the assets owned by us. No valuation or appraisal has been prepared for our business and potential business expansion. The offering price was determined arbitrarily based on a determination by the board of directors at the time such action occurred or immediately after such absent director receives notice of the ~~price at~~unlawful acts.
As permitted by the Delaware General Corporation Law, we have entered into indemnity agreements with each of our directors and executive officers, that require us to indemnify such persons against any and all expenses (including reasonable attorneys’ fees), witness fees, damages, judgments, fines, settlements and other amounts incurred (including expenses of a derivative action) in connection with any action, suit or proceeding, whether actual or threatened, to which ~~they believe investors would~~any such person may be ~~willing to purchase the shares. Additional factors that were included in determining the offering price are the lack~~made a party by reason of ~~liquidity resulting from~~ the fact that ~~there~~such person is ~~no present market for our stock and the high level of risk considering our lack of profitable operating history. DILUTION Assuming completion~~or was a director, an officer or an employee of the ~~offering, there will be up to 14,500,000 common shares outstanding. The following table illustrates the per common share dilution that may be experienced by investors at various funding levels.~~ ~~Funding Level $500,000 $300,000 $150,000 $75,000 ---------- -------- -------- --------~~ Offering price $0.05 $0.05 $0.05 $0.05 Net tangible book value per common share before offering .000 .000 .000 .000 Increase per common share attributable to investors .033 .027 .018 .009 ----- ----- ----- ----- Pro forma net tangible book value per common share after offering .033 .027 .018 .009 ----- ----- ----- ------ Dilution to investors .017 .023 .032 .041 Dilution as a percentage of offering price 34% 46% 64% 82%
Based on 4,500,000 common shares outstanding as of June 30, 2010 and total stockholder's equity of $1,422 utilizing unaudited June 30, 2010 financial statements. Since inception, the officers, directors, promoters and affiliated persons have paid an aggregate average price of $.001 per common share in comparison to the offering price of $.05 per common share. Further Dilution - ---------------- The registrant may issue equity and debt securities in the future. These issuances andCompany or any ~~sales of additional common shares may have a depressive effect upon the market price of the registrant's common shares and investors in this offering.~~ 22 DIVIDEND POLICY We have never declared or paid any dividends. In addition, we anticipate that we will not declare dividends at any time in the foreseeable future. Instead, we will retain any earnings for use in our business. This policy will be reviewed by our board of directors from time to time in light of, among other things, our earnings and financial position. No distribution may be made if, after giving it effect, we would not be able to pay its debts as they become due in the usual course of business; or the corporation's total assets would be less than the sum of its ~~total liabilities plus (unless the articles of incorporation permit otherwise) the amount~~affiliated enterprises, provided that ~~would be needed, if we were~~such person acted in good faith and in a manner such person reasonably believed to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution. The board of directors may base a determination that a distribution isin or not prohibitive either on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation of other method that is reasonable in the circumstances. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS We are currently not aware of any trends that are reasonably likely to have a material impact on our liquidity. Our current cash balance is estimated to be sufficient to fund our current operations for two months. We have not received any significant revenues to date. As of June 30, 2010, we had a cash balance of $4,955. As a result of our limited working capital, we have had to limit our operations. Until we are able to raise additional funds to pursue our business plan and generate material revenues, our activities will be restricted. If less than $75,000 is raised from this offering, we may attempt to raise additional capital through the private sale of our equity securities or borrowings from third party lenders. We have no commitments or arrangements from any person to provide us with any additional capital. If additional financing is not available when needed, we may need to dramatically change our business plan, sell the registrant or cease operations. We do not have any present plans, proposals, arrangements or understandings with any representatives of the owners of any business or company regarding the possibility of an acquisition or merger. Liquidity and Capital Resources - ------------------------------- For the six months ended June 30, 2010 and for the period from inception through December 31, 2009, we did not pursue any investing activities. For the six months ended June 30, 2010, we had notes payable-borrowings of $3,500 and received proceeds from the sale of common stock of $500. As a result, we had net cash provided by financing activities of $4,000 for the six months ended June 30, 2010. 23 For the period from inception through December 31, 2009, we received proceeds from the sale of common stock of $1,000 resulting in net cash provided by financing activities of $1,000. If this offering is successful, we will have sufficient funds to last the registrant for the next twelve months, including additional sales and marketing efforts. If the offering is only partially successful, it may be necessary for us to raise additional capital through debt or equity. There can be no assurance that additional capital will be available to the registrant. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Our inability to raise funds for the above purposes will have a severe negative impact on our ability to remain a viable company. Results of Operations - --------------------- For the period from inception to December 31, 2009, we received royalty revenue of $398 and had general and administrative expenses of $3,177 resulting in an operating loss of $2,779. For the six months ended June 30, 2010, we received royalty revenue of $894 and had general and administrative expenses of $1,193 resulting in operating loss of $299. General and administrative expenses will continue to increase as we implement sales and marketing initiatives. Plan of Operation - ----------------- Over the next twelve months, the registrant intends to focus on adding hundreds of additional songsopposed to our ~~catalog~~best interests and, with respect to ~~place as many songs with the television and movie industry as we possibly can. On an ongoing basis, we will need to:~~ ~~Milestone Timeline Estimated Cost~~ - - increase net sales and expand gross margin by continuing to locate additional songs; 9-12 months $1,000 to $5,000 - - execute our marketing strategy to enhance customer awareness and appreciation of our catalog; 3-12 months $1,000 to 50,000 - - provide a superior client experience through consistent customer service that will ensure customer satisfaction and promote the frequency and value of customer spending; 2-12 months $1,000 to $100,000 - - expand distribution channels of our catalog. 6-12 months $3,000 to $75,000
Our current cash balance is estimated to be sufficient to fund our current operations for two months. We are attempting to increase the sales to raise much needed cash for the remainder of the year, which will be supplemented by our efforts to raise cash through the issuance of equity securities. It is our intent to secure a market share in the 24 music industry which we feel will require additional capital over the long term to undertake sales and marketing initiatives, and to manage timing differences in cash flows. In the event we are not successful in selling all of the securities to raise at least $75,000, we would utilize any available funds raised the following order of priority: - for general and administrative expenses, including legal and accounting fees and administrative support expenses incurred in connection with our reporting obligations with the SEC. - for sales and marketing; and - for the signing of additional intellectual property. Going Concern - ------------- Our auditors have issued an opinion on our financial statements which includes a statement describing our going concern status. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills and meet our other financial obligations. This is because we have generated only minimal revenues. We do not anticipate revenues will significantly increase until we begin heavily marketing the product. Accordingly, we must raise capital from sources other than the actual sale of the product. We must raise capital to implement our project and stay in business. Even if we raise the maximum amount of money in this offering, we do not know how long the money will last, however, we do believe it will last at least twelve months. We can offer no assurance that we will raise any funds in this offering. Off-Balance Sheet Arrangements - ------------------------------ The registrantcriminal proceeding, had no material off-balance sheet arrangements as of June 30, 2010. Critical Accounting Policies and Estimates - ------------------------------------------ Management's discussion and analysis of its financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles.reasonable cause to believe his or her conduct was unlawful. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an on- going basis, we evaluate our estimates, including those related to the reported amounts of revenues and expenses and the valuation of our assets and contingencies. We believe our estimates and assumptions to be reasonable under the circumstances. However, actual results could differ from those estimates under different assumptions or conditions. Our financial statements are based on the assumption that we will continue as a going concern. If we are unable to continue as a going concern we would experience additional losses from the write-down of assets. 25 New Accounting Pronouncements - ----------------------------- The registrant has adopted all recently issued accounting pronouncements. The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the registrant. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS Our bylaws provide that the number of directors who shall constitute the whole board shall be such number as the board of directors shall at the time have designated. Each director shall be selected for a term of one year and until his successor is elected and qualified. Vacancies are filled by a majority vote of the remaining directors then in office with the successor elected for the unexpired term and until the successor is elected and qualified. The officers and directors are as follows: NAME AGE POSITIONS HELD SINCE - ---- --- -------------- ----- Lecia L. Walker 45 CEO/CFO/Director Inception 8201 South Santa Fe Drive Controller to present #229 Littleton, CO 80120 E. Lynn Atwood 67 Secretary/Director Inception 8201 South Santa Fe Drive to present #229 Littleton, CO 80120 Business Experience - ------------------- Lecia L. Walker. Lecia L. Walker has been involved in the entertainment industry for over 27 years. While in school, Ms. Walker was an extra in the movie, Footloose, modeled for ZCMI department stores, and performed in various community, high school, and college productions. From 1997 to 1998, Ms. Walker interned at KZLA radio station in Los Angeles, CA where she gained extensive understanding of all aspects of radio. During 1997 and 1998, Ms. Walker was a DJ for KSBR radio in Orange County, CA and created and produced her own children's radio program, Bedtime Stories with Aunt Clara while there. From 1987 to 1997, Ms. Walker worked as a personal assistant for C.B. Walker, a singer/songwriter, where she learned the ins and outs of publishing and recording contracts, record sales, and top-10 radio hits in the United States and Europe. In 2000, Ms. Walker was heavily involved in launching Private Wavs, a successful music library which licenses music to television and film. She did the market research, product and packaging design, sales, and marketing. Ms. Walker received her bachelor's degree in biology from California State University Long Beach in 1993, and her master's degree in business administration from the University of Phoenix in 2010. 26 E. Lynn Atwood. E. Lynn Atwood has been an artist in business for over 50 years. Ms. Atwood was the lead artist and part owner of Sundance Graphics in San Juan Capistrano, California. She designed all of the outerwear for the Southern California Volleyball Athletic Association sponsored by Reebok for four years. Her fabric design won first prize at the Laguna Art Festival in the '90's and was printed on over 3,000 t-shirts sold. Raisin's Bathing Suits, which sold in Hawaii and Southern California, was her client for several years. Ms. Atwood worked as a graphic artist and brochure designer for Bliss Studios in Jackson Hole, Wyoming from 1992 to 1993. Ms. Atwoodindemnification agreements also worked as a layout artist at Hallmark Cards from 1994 to 1995. Ms. Atwood designed all artwork for Original Source Music including the logo, stationery, business cards, marketing postcards, and CD labels. The above named directors will serve in their capacity as director until our next annual shareholder meeting to be held within six months of our fiscal year's close. Directors are elected for one-year terms. Executive Compensation - ---------------------- The following table set forth certain ~~information as to the compensation paid to our executive officers. Summary Compensation Table~~ Nonqualified Non-Equity Deferred Name and Stock Option Incentive Comp All Other Principal Position Year Salary Bonus Awards Awards Plan Comp Earnings Comp Total - ------------------ ---- ------ ----- ------ ------ --------- -------- --------- ----- Lecia L. Walker CEO/CFO 2009 n/a n/a $3,000(1) n/a n/a n/a n/a $3,000 E. Lynn Atwood Secretary 2009 n/a n/a n/a n/a n/a n/a n/a n/a
(1) These shares were issued in exchange for the license and assignment of certain assets under a License and Assignment Agreement dated August 21, 2009. We do not have any standard arrangements by which directors are compensated for any services provided as a director. No cash has been paid to the directors in their capacity as such. Outstanding Equity Awards Our directors and officers do not have unexercised options, stockprocedures that has not vested, or equity incentive plan awards. Options/SAR Grants We do not currently have a stock option plan. No individual grants of stock options, whether or not in tandem with stock appreciation rights known as SARs or freestanding SARs have been made to any executive officer or any director since our inception; accordingly, no stock options have been granted or exercised by any of the officers or directors since inception. Long-Term Incentive Plans and Awards We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance. No individual grants or agreements regarding future payouts under non-stock price-based 27 plans have been made to any executive officer or any director or any employee or consultant since our inception; accordingly, no future payouts under non-stock price-based plans or agreements have been granted or entered into or exercised by our officer or director or employees or consultants since inception. Code of Ethics Policy - --------------------- We have not yet adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. Corporate Governance - -------------------- There have been no changes in any state law or other procedures by which security holders may recommend nominees to our board of directors. In addition to having no nominating committee for this purpose, we currently have no specific audit committee and no audit committee financial expert. Based on the fact that our current business affairs are simple, any such committees are excessive and beyond the scope of our business and needs. Family Relationships - -------------------- Lecia L. Walker, an officer and director is the daughter of E. Lynn Atwood, an officer and director. Involvement in Certain Legal Proceedings - ---------------------------------------- None of our directors, executive officers and control persons have been involved in any of the following events during the past five years: - Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time, - Any conviction in a criminal proceeding or being subject to any pending criminal proceeding (excluding traffic violations and other minor offenses); - Being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities,; or - Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. Change-In-Control Arrangements - ------------------------------ There are currently no employment agreements or other contracts or arrangements with our officers or directors. There are no compensation plans or arrangements, including payments to be made by us, with respect to our officers, directors or consultants that would result from the resignation, retirement or any other termination of any of our directors, officers or consultants. There are no arrangements for our directors, officers, employees or consultants that would result from a change-in-control. 28 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of September 30, 2010, the number and percentage of our outstanding shares of common stock owned by (i) each person known to us to beneficially own more than 5% of its outstanding common stock, (ii) each director, (iii) each named executive officer and significant employee, and (iv) all officers and directors as a group. Percentage Name and address Amount Percentage After Offering - ---- ------ ---------- -------------- Lecia L. Walker 3,000,000 66.67% 20.69% 8201 South Santa Fe Drive #229 Littleton, CO 80120 E. Lynn Atwood 500,000 11.11% 3.45% 8201 South Santa Fe Drive #229 Littleton, CO 80120 Officers and Directors As a group (2 persons) 3,500,000 77.78% 24.14% Linda Rock 500,000 11.11% 3.45% 35799 Avignon Ct. Winchester, CA 92596 Sheri Sabey 500,000 11.11% 3.45% 492 Tolland Drive Castle Rock, CO 80108 Based upon 4,500,000 outstanding common shares as of September 30, 2010. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Lecia L. Walker and E. Lynn Atwood are not independent as such term is defined by a national securities exchange or an inter-dealer quotation system. During the year ended December 31, 2009 and the six months ended June 30, 2010, there were no transactions with related persons other than as described in the section below. On June 21, 2009, we issued 3,000,000 shares of our common stock to Ms. Lecia L. Walker, an officer and a director of the registrant. These shares were issued in exchange for the license and assignment of certain assets under a License and Assignment Agreement dated August 21, 2009. On June 21, 2009, we issued 500,000 shares of our common stock to Ms. E. Lynn Atwood, an officer and director of the registrant. These shares were issued in exchange for cash of $500.00. 29 Management is of the opinion that the material terms of the license and assignment agreement with Lecia L. Walker are favorable compared to the material terms of a similar agreement had registrant entered into it with an unrelated third-party. Our administrative functions are operated from the home of our president. We do not pay our president for use of such space. DESCRIPTION OF CAPITAL STOCK The following statements constitute brief summaries of the registrant's articles of incorporation and bylaws. Authorized Capital - ------------------ The registrant is authorized to issue two classes of stock to be designated, respectively, common stock and preferred stock. The total number of common shares that the registrant shall have authority to issue is forty five million (45,000,000), par value $0.001. The total number of preferred shares the registrant shall have authority to issue is five million (5,000,000), par value $0.001. Common Stock - ------------ The common stock of the registrant has the following powers, rights, qualifications, limitations and restrictions. 1. The holders of the common stock shall be entitled to one vote for each share of common stock held by them of record at the time for determining the holders thereof entitled to vote 2. After the requirements with respect to the preferential dividends of preferred stock, if any, shall have been met and after the registrant shall comply with the requirements, if any, with respect to the setting aside of funds as sinking funds or redemption or purchase accounts and subject further to any other conditions which may be affixed in accordance with the provisions hereof, then but not otherwise, the holders of common stock shall be entitled to receive such dividends, if any, as may be declared from time to time by the board of directors; and 3. After distribution in full of the preferential amount, if any, to be distributed to the holders of preferred stockwill apply in the event of a ~~voluntary~~claim for indemnification thereunder.
There is at present no pending litigation or ~~involuntary liquidation, distribution or sale of assets, dissolution or winding up~~proceeding involving any of the ~~registrant,~~Registrant’s directors or executive officers as to which indemnification is required or permitted, and the ~~holders~~Company is not aware of any threatened litigation or proceeding that may result in a claim for indemnification, other than the ~~common stock shall be entitled to receive all of~~letter received by the ~~remaining assets of the registrant, tangible and intangible, of whatever kind available for distribution to stock holders, ratably~~Company in proportion to the number of common shares held by each. Preferred Stock - --------------- The registrant, by resolution of its board of directors, may divide and issue the preferred stock in series. Preferred stock of each series when issued shall be designated to distinguish themMay 2017 from the ~~shares~~former employer of ~~all~~Mark Christianson and Wade Fredrickson claiming, among other ~~series.~~ things, certain breaches of non-competition obligations and confidentiality and non-disclosure obligations to such prior employer and federal and state law by virtue of such officers’ work for the Company.
The ~~board of~~Company has an insurance policy that covers its officers and directors ~~is hereby expressly vested~~ with ~~the authority to divide the class of preferred stock into series and to fix and determine the relative rights and preferences of the~~ ~~30 shares of any such series so established to the full extent permitted by the articles of incorporation and the Nevada Revised Statutes in~~ respect to the following: 1. The number of shares to constitute such series, and the distinctive designations thereof; (a) The rate and preference of dividends, if any, the time of payment of dividends, whether dividends are cumulative and the date from which any dividend shall accrue; (b) Whether shares may be redeemed and, if so, the redemption price and the terms and conditions of redemption; (c) The amount payable upon shares in event of involuntary liquidation; (d) The amount payable upon shares in event of voluntary liquidation; (e) Sinking fund or other provisions, if any, for the redemption or purchase of shares; (f) The terms and conditions on which shares may be converted, if the shares of any series are issued with the privilege of conversion; (g) Voting powers, if any; and (h) Any other relative rights and preferences of shares of such series,certain liabilities, including without limitation, any restriction on an increase in the number of shares of any series theretofore authorized and any limitation or restriction of rights or powers to which shares of any future series shall be subject. Transfer Agent - -------------- The registrant acts as its own transfer agent. After completion of this offering, the registrant intends to retain Mountain Share Transfer, Inc., Broomfield, Colorado as our transfer agent. SHARES ELIGIBLE FOR FUTURE SALE Upon the date of this prospectus, there are 4,500,000 common shares outstanding of which no common shares may be freely traded without registration. However, 1,500,000 common shares of present shareholders are being registered on this offering. Upon the effectiveness of this registration statement, up to an additional 10,000,000 common shares may be issued and will be eligible for immediate resale in the public market. The remaining 3,000,000 common shares will be restricted within the meaning of Rule 144 under the Securities Act, and are subject to the resale provisions of Rule 144. At the present time, resales or distributions of such shares are provided for by the provisions of Rule 144. That rule is a so-called "safe harbor" rule which, if complied with, should eliminate any questions as to whether or not a person selling restricted shares has acted as an underwriter. Rule 144(d)(1) states that if the issuer of the securities is, and has been for a period of at least 90 days immediately before the sale, subject to the reporting requirements of section 13 or 15(d) of the 31 Exchange Act, a minimum of six months must elapse between the later of the date of the acquisition of the securities from the issuer, or from an affiliate of the issuer, and any resale of such securities. Sales under Rule 144 are also subject to notice and manner of sale requirements and to the availability of current public information and must be made in unsolicited brokers' transactions or to a market maker. A person who is not an affiliate of Original Source under the Securities Act during the three months preceding a sale and who has beneficially owned such shares for at least six months is entitled to sell the shares under Rule 144 without regard to the volume, notice, information and manner of sale provisions. Affiliates must comply with the restrictions and requirements of Rule 144 when transferring restricted shares even after the six month holding period has expired and must comply with the restrictions and requirements of Rule 144 in order to sell unrestricted shares. No predictions can be made of the effect, if any, that market sales of shares of common stock or the availability of such shares for sale will have on the market price prevailing from time to time. Nevertheless, sales of significant amounts of our common stock could adversely affect the prevailing market price of the common stock, as well as impair our ability to raise capital through the issuance of additional equity securities. DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES Insofar as indemnification for liabilities arising under the Securities Act ~~may be permitted to directors, officers and controlling persons of the small business issuer as provided in the foregoing provisions,~~ or otherwise, the small business issuer has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities, other than the payment by the small business issuer of expenses incurred or paid by a director, officer or controlling person of the small business issuer in the successful defense of any action, suit or proceeding, is asserted by such director, officer or controlling person in connection with the securities being registered, the small business issuer will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE There have not been any changes in or disagreements with accountants on accounting and financial disclosure or any other matter. 32 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Market Information Item 5(a) a) Market Information. Our common stock is not quoted on a market or securities exchange. We cannot provide any assurance that an active market in our common stock will develop. We intend to quote our common shares on a market or securities exchange. b) Holders. At September 30, 2010, there were four (4) shareholders of the registrant. c) Dividends. Holders of the registrant's common stock are entitled to receive such dividends as may be declared by its board of directors. No dividends on registrant's common stock have ever been paid, and the registrant does not anticipate that dividends will be paid on its common stock in the foreseeable future. d) Securities authorized for issuance under equity compensation plans. No securities are authorized for issuance by the registrant under equity compensation plans. Plan Category Number of Securities Weighted Average Exercise Number of Securities Issued upon Exercise of Price of Outstanding Options Remaining Available Outstanding Options, Warrants and Rights Future Issuance Equity Compensation Plans Approved by Security Holders n/a n/a n/a Equity Compensation Plans Not Approved by Security Holders n/a n/a n/a ---------- ------ ------ Total n/a n/a
e) Performance graph Not applicable. f) Sale of unregistered securities. On June 21, 2009, we issued 3,000,000 shares of our common stock to Ms. Lecia L. Walker, president and a director of the registrant. These shares were issued in exchange for the license and assignment of certain assets under a License and Assignment Agreement dated August 21, 2009. On June 21, 2009, we issued 500,000 shares of our common stock to Ms. E. Lynn Atwood, an officer and director of the registrant. These shares were issued in exchange for cash of $500.00. On August 21, 2009, we issued 500,000 shares of our common stock to Ms. Linda Rock, a non-affiliate. These shares were issued in exchange for cash of $500.00. On June 1, 2010, we issued 500,000 shares of our common stock to Ms. Sheri Sabey, a non-affiliate. These shares were issued in exchange for cash of $500.00. 33 All of the above securities were issued pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933 to sophisticated investors. Item 5(b) Use of Proceeds. As described herein Item 5(c) Purchases of Equity Securities by the issuer and affiliated purchasers. None. Admission to Quotation on the OTC Bulletin Board and/or OTCQB We intend to have a market maker file an application for our common stock to be quoted on the OTC Bulletin Board and/or the OTCQB. However, we do not have a market maker that has agreed to file such application. If our securities are not quoted on the OTC Bulletin Board or the OTCQB, a security holder may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of our securities. The OTC Bulletin Board and the OTCQB differs from national and regional stock exchanges in that it: (1) is not situated in a single location but operates through communication of bids, offers and confirmations between broker-dealers, and (2) securities admitted to quotation are offered by one or more broker- dealers rather than the "specialist" common to stock exchanges. To qualify for quotation on the OTC Bulletin Board and/or the OTCQB, an equity security must have one registered broker-dealer, known as the market maker, willing to list bid or sale quotations and to sponsor the registrant listing. If it meets the qualifications for trading securities on the OTC Bulletin Board and the OTCQB, our securities will trade on the OTC Bulletin Board and the OTCQB. We may not now or ever qualify for quotation on the OTC Bulletin Board or the OTCQB. We currently have no market maker who is willing to list quotations for our securities. EXPERTS The financial statements of the registrant appearing in this prospectus and in the registration statement have been audited by Ronald Chadwick, P.C., an independent registered public accounting firm and are included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. LEGAL PROCEEDINGS We are not a party to any legal proceedings the outcome of which, in the opinion of our management, would have a material adverse effect on our business, financial condition, or results of operation. LEGAL MATTERS The validity of the common shares being offered hereby will be passed upon by Jody M. Walker, Attorney At Law, Centennial, Colorado. 34 WHERE YOU CAN FIND MORE INFORMATION At your request, we will provide you, without charge, a copy of any document filed as exhibits in this prospectus. If you want more information, write or call us at: Original Source Entertainment, Inc. 8201 South Santa Fe Drive, Suite 229 Littleton, CO 80120 Telephone (303) 495-3728 Attention: Lecia L. Walker, Chief Executive Officer Our fiscal year ends on December 31st. Upon completion of this offering, we will become a reporting company and file annual, quarterly and current reports with the SEC. You may read and copy any reports, statements, or other information we file at the SEC's public reference room at 100 F Street, Washington D.C. 20549. You can request copies of these documents, upon payment of a duplicating fee by writing to the SEC. Please call the SEC at 1-800- SEC-0330 for further information on the operation of the public reference rooms. Our SEC filings are also available to the public on the SEC Internet site at http:\\www.sec.gov. 35 ORIGINAL SOURCE ENTERTAINMENT, INC. (A Development Stage Company) Consolidated Financial Statements REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 36 CONSOLIDATED FINANCIAL STATEMENTS Consolidated balance sheets at December 31, 2009 and June 30, 2010 37 Consolidated statements of operations for the period from inception through December 31, 2009, for the six months ended June 30, 2010 and from inception through June 30, 2010 38 Consolidated statements of stockholders' equity 39 Consolidated statements of cash flows for the period from inception through December 31, 2009, for the six months ended June 30, 2010 and from inception through June 30, 2010 40 Notes to consolidated financial statements 41 36 RONALD R. CHADWICK, P.C. Certified Public Accountant 2851 South Parker Road, Suite 720 Aurora, Colorado 80014 Telephone (303)306-1967 Fax (303)306-1944 Board of Directors Original Source Entertainment, Inc. Littleton, Colorado I have audited the accompanying consolidated balance sheet of Original Source Entertainment, Inc. (a development stage company) as of December 31, 2009, and the related consolidated statements of operations, stockholders' equity, and cash flows for the period from August 20, 2009 (inception) through December 31, 2009. These financial statements are the responsibility of the registrant's management. My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion. In my opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Original Source Entertainment, Inc. at December 31, 2009, and the consolidated results of its operations and its cash flows for the period from August 20, 2009 (inception) through December 31, 2009 in conformity with accounting principles generally accepted in the United States of America. The accompanying consolidated financial statements have been prepared assuming that the registrant will continue as a going concern. As discussed in Note 1 to the financial statements, the registrant has suffered a loss from operations and has limited working capital. These conditions raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/Ronald R. Chadwick, P.C. - --------------------------- Ronald R. Chadwick, P.C. Aurora, Colorado August 16, 2010 37 ORIGINAL SOURCE ENTERTAINMENT, INC. (A Development Stage Company) CONSOLIDATED BALANCE SHEETS June 30, Dec. 31, 2010 2009 (Unaudited) ----------- ----------- ASSETS Current Assets Cash $ 1,221 $ 4,922 ----------- ----------- Total current assets 1,221 4,922 ----------- ----------- Total Assets $ 1,221 $ 4,922 =========== =========== LIABILITIES & STOCKHOLDER'S EQUITY Current liabilities Notes payable - current $ - $ 1,500 ---------- ----------- Total current liabilities - 1,500 ---------- ----------- Notes payable - 2,000 ---------- ----------- Total liabilities - 3,500 ---------- ----------- Stockholder's Equity Preferred stock, $.001 par value; 5,000,000 shares authorized; none issued and outstanding - - Common stock, $.001 par value; 45,000,000 shares authorized; 4,000,000 (2009) and 4,500,000 (2010) shares issued and outstanding 4,000 4,500 Additional paid in capital - - Deficit accumulated during the dev. Stage (2,779) (3,078) ---------- ----------- Total Stockholder's Equity 1,221 1,422 ---------- ----------- Total Liabilities and Stockholder's Equity $ 1,221 $ 4,922 ========== =========== The accompanying notes are an integral part of the consolidated financial statements. ~~38 ORIGINAL SOURCE ENTERTAINMENT, INC. (A Development Stage Company) CONSOLIDATED STATEMENTS OF OPERATIONS~~ Aug. 20, 2009 Aug. 20, 2009 Six Months (Inception) (Inception) Ended Through Through June 30, 2010 June 30, 2010 Dec. 31, 2009 (Unaudited) (Unaudited) ------------- ------------- ------------ Royalty revenue $ 398 $ 894 $ 1,292 ------------- ------------- ------------ Operating expenses: General and administrative 3,177 1,193 4,370 ------------- ------------- ------------ 3,177 1,193 4,370 ------------- ------------- ------------ Gain (loss) from operations (2,779) (299) (3,078) ------------- ------------- ------------ Other income (expense): - - - ------------- ------------- ------------ Income (loss) before provision for income taxes (2,779) (299) (3,078) ------------- ------------- ------------ Provision for income tax - - - ------------- ------------- ------------ Net income (loss) $ (2,779) $ (299) $ (3,078) ============= ============= ============ Net income (loss) per share (Basic and fully diluted) $ (0.00) $ (0.00) ============= ============= Weighted average number of common shares outstanding 4,000,000 4,083,333 ============= =============
~~The accompanying notes are an integral part of the consolidated financial statements.~~ ~~39 ORIGINAL SOURCE ENTERTAINMENT, INC. (A Development Stage Company) CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY~~ Deficit Accum. Common Stock Preferred Stock During the Stock- Amount Amount Paid In Development holders' Shares($.001 Par) Shares($.001 Par) Capital Stage Equity ------- ------- ------- -------- ------- ----------- ------- Balances at August 20, 2009 - $ - - $ - $ - $ - $ - Common stock issued to founders for services 3,000,000 3,000 - - - - 3,000 Common stock issued for cash 1,000,000 1,000 - - - - 1,000 Net income (loss) for the period - - - - (2,779) (2,779) --------- ------- ------- -------- ------- --------- --------- Balances at December 31, 2009 4,000,000 $ 4,000 - $ - $ - $ (2,779) $ 1,221 Common stock issued for cash 500,000 500 - - - - 500 Net income (loss) for the period - - - - - (299) (299) --------- ------- ------- -------- ------- --------- --------- Balances at June 30, 2010 - unaudited 4,500,000 $ 4,500 - $ - $ - $ (3,078) $ 1,422 ========= ======= ======= ======== ======= ========= =========
~~The accompanying notes are an integral part of the consolidated financial statements~~ ~~40 ORIGINAL SOURCE ENTERTAINMENT, INC. (A Development Stage Company) CONSOLIDATED STATEMENTS OF CASH FLOWS~~ Aug. 20, 2009 Aug. 20, 2009 Six Months (Inception) (Inception) Ended Through Through June 30, 2010 June 30, 2010 Dec. 31, 2009 (Unaudited) Unaudited) ------------- ------------- ------------- Cash Flows From Operating Activities: Net income (loss) during the development stage $ (2,779) $ (299) $ (3,078) Adjustments to reconcile net loss to net cash provided by (used for) operating activities: Compensatory stock issuances 3,000 - 3,000 ---------- ---------- ---------- Net cash provided by (used for) operating activities 221 (299) (78) ---------- ---------- ---------- Cash Flows From Investing Activities - - - ---------- ---------- ---------- Net cash provided by (used for) investing activities - - - ---------- ---------- ---------- Cash Flows From Financing Activities: Notes payable - borrowings - 3,500 3,500 Sale of common stock 1,000 500 1,500 ---------- ---------- ---------- Net case provided by (used for) financing activities 1,000 4,000 5,000 ---------- ---------- ---------- Net Increase (Decrease) In Cash 1,221 3,701 4,922 Cash At The Beginning Of The Period - 1,221 - ---------- ---------- ---------- Cash At The End Of The Period $ 1,221 $ 4,922 $ 4,922 ========== ========== ========== Schedule Of Non-Cash Investing And Financing Activities None Supplemental Disclosure Cash paid for interest $ - $ - $ - Cash paid for income taxes $ - $ - $ -
~~The accompanying notes are an integral part of the consolidated financial statements~~ 41 Original Source Entertainment, Inc. (A Developmental Stage Company) Notes to Consolidated Financial Statements December 31, 2009 and June 30, 2010 (Unaudited) Note 1 - Organization and Summary of Significant Accounting Policies Organization Original Source Entertainment, Inc. (the "Company") was incorporated on August 20, 2009 in the State of Nevada. The registrant has had limited activity and revenue and is in the development stage, and its intent is to license songs to the television and music industry for use in television shows or movies. The registrant has chosen December 31 as a year end. Basis of Presentation The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the registrant as a going concern. The Company has suffered losses and has limited working capital. These conditions raise substantial doubt as to the registrant's ability to continue as a going concern. The registrant may raise additional capital through the sale of its equity securities, through borrowing from individuals, or through borrowings from financial institutions. By doing so, the registrant hopes through increased marketing efforts to generate greater royalty revenues from licensed songs. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the registrant to continue as a going concern. Principles of consolidation The accompanying consolidated financial statements include the accounts of Original Source Entertainment, Inc. and its wholly owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation. Use of estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the amounts reported in the financial statements. The registrant bases its estimates on historical experience, management expectations for future performance, and other assumptions as appropriate. Key areas affected by estimates include the assessment of the recoverability of long-lived assets, which is based on such factors as estimated future cash flows. The registrant re- evaluates its estimates on an ongoing basis. Actual results may vary from those estimates. Cash and cash equivalents All cash and short-term investments with original maturities of three months or less are considered cash and cash equivalents, since they are readily convertible to cash. These short-term investments are stated at cost, which approximates fair value. Property and equipment The registrant has no property or equipment at this time. 42 Original Source Entertainment, Inc. (A Developmental Stage Company) Notes to Consolidated Financial Statements - (Continued) December 31, 2009 and June 30, 2010 (Unaudited) Revenue Recognition The registrant utilizes the accrual method of accounting. For revenue from product sales, the registrant recognizes revenue in accordance with Staff Accounting Bulletin No. 104, "Revenue Recognition" (SAB No. 104), which superseded Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" (SAB No. 101). SAB No. 104 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgment regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowance, and other adjustments will be provided for in the same period the related sales are recorded. Customers' prepayments are deferred until products are shipped and accepted by the customers. Advertising expenses Advertising costs are expensed when incurred. No advertising was conducted during the period ended December 31, 2009 or the six months ended June 30, 2010. Income taxes Income taxes are accounted for in accordance with ASC 740, using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The registrant is currently filing its income tax returns on the cash basis. Earnings (loss) per share The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the registrant's preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share. Financial Instruments The carrying value of the registrant's financial instruments as reported in the accompanying balance sheets approximates fair value. Products and services, geographic areas and major customers The registrant derives revenue from the licensing of songs to the television and music industry. It currently has no separate operating segments. The registrant's sales are external and domestic. 43 Original Source Entertainment, Inc. (A Developmental Stage Company) Notes to Consolidated Financial Statements - (Continued) December 31, 2009 and June 30, 2010 (Unaudited) Stock based compensation The registrant accounts for employee and non-employee stock awards under ASC 718, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to non-employees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable. Note 2 - Notes payable At June 30, 2010 the registrant has two notes payable totaling $3,500. One note for $1,500 is due to a related party shareholder, is unsecured, bears no interest until June 1, 2011 and 6% compounded monthly thereafter, with principal and interest due in full at June 1, 2012. The other note for $2,000 is unsecured, bears no interest until December 31, 2010 and 6% compounded monthly thereafter, with principal and interest due in full at June 28, 2011. The principal balance on the note is convertible anytime at the holder's discretion into common shares of the registrant at 50% of the lowest bid price of the registrant's common stock if quoted on an exchange, or if noted quoted, at double the par value. The future principal repayment schedule by year for all notes combined is: 2011 $2,000, 2012 $1,500 Note 3 - Income Taxes Deferred income taxes arise from the temporary differences between financial statement and income tax recognition of net operating losses. These loss carryovers are limited under the Internal Revenue Code should a significant change in ownership occur. At December 31, 2009 the registrant had a net operating loss carryforward of approximately $2,800 which will expire in 2029. The deferred tax asset of $556 created by the net operating losses has been offset by a 100% valuation allowance. The change in the valuation allowance in 2009 was $556. Note 4 - Stockholders' Equity Common Stock The registrant as of December 31, 2009 and June 30, 2010 had 45,000,000 shares of authorized common stock, $.001 par value, with 4,000,000 and 4,500,000 shares issued and outstanding. Preferred Stock The registrant as of December 31, 2009 and June 30, 2010 had 5,000,000 shares of authorized preferred stock, $.001 par value, none issued and outstanding, with rights, preferences and designations to be determined by the Board of Directors. 44 Original Source Entertainment, Inc. (A Developmental Stage Company) Notes to Consolidated Financial Statements - (Continued) December 31, 2009 and June 30, 2010 (Unaudited) Note 5 - Subsequent Events The registrant evaluated events subsequent to the balance sheet date of June 30, 2010 through the date that these financial statements were available for issuance and has determined that there are no subsequent events that require disclosure. 45 Up to a Maximum of 10,000,000 Common Shares at $.05 per Common Share Prospectus Original Source Entertainment, Inc. October 4, 2010 YOU SHOULD ONLY RELY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT CONTAINED IN THIS PROSPECTUS. WE ARE OFFERING TO SELL, AND SEEKING OFFERS TO BUY, COMMON SHARES ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED. Until ________ 2010, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. 46 PART II - INFORMATION NOT REQUIRED IN PROSPECTUS Item 13. Other Expenses of Issuance and Distribution - ----------------------------------------------------- The following table sets forth the estimated expenses to be incurred in connection with the distribution of the securities being registered. The registrant shall pay the expenses. SEC Registration Fee . . . . . . $ 41.00 Printing and Engraving Expenses 1,500.00 Legal Fees and Expenses . . . . 10,000.00 Accounting Fees and Expenses. . 4,000.00 Miscellaneous . . . . . . . . . 4,459.00 ---------- TOTAL . . . . . . . . . . . . . $20,000.00 ========== Item 14. Indemnification of Directors and Officers - --------------------------------------------------- Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant as provided in the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities, other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the small business issuer in the successful defense of any action, suit or proceeding, is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. otherwise.
~~Item 15. Recent Sales of Unregistered Securities.~~
~~The following sets forth information regarding all unregistered securities sold by the registrant in the three years preceding the date of this registration statement.~~
In connection with the 2020 Paulson Private Placement, between April 30, 2020 and June 30, 2020, the Company entered into subscription agreements with accredited investors, pursuant to which the Company, in a private placement, agreed to issue and sell to the 2020 Paulson Subscribers 2020 Paulson Notes and 2020 Paulson Warrants. As of the final closing of the 2020 Paulson Private Placement, the Company issued 2020 Paulson Notes in an aggregate principal amount of $5,122,700, and 2020 Paulson Warrants exercisable for 1,369,690 shares of Common Stock. In connection with the 2020 Paulson Private Placement, Paulson received a cash commission equal to 12% of the gross proceeds from the sale of the 2020 Paulson Notes and 7-year warrants to purchase an amount of Common Stock equal to 410,911, with an exercise price equal to $1.87.
~~II-2~~
In addition, between May 4, 2020 and July 21, 2020, certain 2020 Paulson Subscribers elected to convert $3,590,840 of the outstanding principal and interest of the 2020 Paulson Notes into 4,012,334 shares of Common Stock, and on July 23, 2020, the remaining $1,613,961 of the outstanding principal and interest of the 2020 Paulson Notes were automatically converted into 1,605,532 shares of Common Stock following the announcement of a Strategic Transaction.
In connection with the 2019 Paulson Private Placement, between November 1, 2019 and December 3, 2019, the Company entered into subscription agreements with accredited investors, pursuant to which the Company, in a private placement, agreed to issue and sell to the 2019 Paulson Subscribers 2019 Paulson Notes and 2019 Paulson Warrants to purchase shares of Common Stock. As of the final closing of the 2019 Paulson Private Placement, the Company issued 2019 Paulson Notes in an aggregate principal amount of $3,234,800 and 2019 Paulson Warrants exercisable for 864,913 shares of Common Stock. In connection with the 2019 Paulson Private Placement, Paulson received a cash commission equal to 12% of the gross proceeds from the sale of the 2019 Paulson Notes, and 10-year warrants to purchase 259,476 shares of Common Stock at an exercise price of $1.87 per share.
In addition, between April 24, 2020 and June 25, 2020, certain 2019 Paulson Subscribers elected to convert $2,687,017.58 of the outstanding principal and interest of the 2019 Paulson Notes into 2,115,272 shares of Common Stock, and an additional 60,847 shares were issued to a 2019 Paulson Subscriber.
On October 23, 2019 and July 28, 2020, the Company entered into Securities ~~- -------------------------------------------------~~ Purchase Agreements with certain accredited investors in separate private placements, pursuant to which the Company agreed to issue and sell 141,666 shares and 75,000 shares, respectively.
In connection with a private placement, between December 28, 2018 and July 1, 2019, the Company entered into subscription agreements with accredited investors, pursuant to which the Company agreed to issue and sell to the purchasers units for $2.50 per unit (the “2019 Private Placement”). Each unit consisted of (i) one share of Common Stock and (ii) a warrant to purchase one share of Common Stock at an initial exercise price of $3.00 per share. The warrants are exercisable beginning on the date of issuance and expire on December 28, 2023. The Company has issued an aggregate of 2,338,179 units, for total gross proceeds to the Company of approximately $5,845,448 in connection with all closings of the 2019 Private Placement. In connection with the 2019 Private Placement, Paulson received a cash commission equal to 12% of the gross proceeds from the sale of the units to the Paulson Investors, and HRA Capital received a cash commission equal to 8% of the gross proceeds from the sale of the units to certain investors (the “HRA Investors”).
In addition, pursuant to placement agent agreements, on July 1, 2019, the Company issued 5-year warrants to Paulson and its designees to purchase 193,417 shares of Common Stock at an exercise price of $2.75 per share, and the Company issued to Corinthian Partners, LLC and its designees 5-year warrants to purchase 17,760 shares of Common Stock at an exercise price of $3.00 per share and 5-year warrants to purchase 135,512 shares of Common Stock at an exercise price of $2.00 per share.
In connection with a private placement, between July 9, 2018 and November 30, 2018, the Company entered into subscription agreements with accredited investors, pursuant to which the Company agreed to issue and sell to the purchasers units for $2.50 per unit (the “2018 Private Placement”). Each unit consisted of (i) one share of Common Stock and (ii) a warrant to purchase one share of Common Stock at an initial exercise price of $3.00 per share. The Company issued an aggregate of 615,200 units, for total gross proceeds to the Company of approximately $1,538,000 in connection with all closings of the 2018 Private Placement.
On ~~June~~October 1, 2019, in consideration for consulting services, the Company agreed to issue to a consultant 100,000 shares of Common Stock on the following schedule: 50,000 shares of Common Stock in connection with the execution of the consulting agreement, 25,000 shares of Common Stock on January 1, 2020 and 25,000 shares of Common Stock on April 1, 2020. On April 22, 2020, the Company entered into an amendment to the Consulting Agreement, pursuant to which the Company issued the consultant an additional 35,000 shares in exchange for consulting services.
~~II-3~~
On October 28, 2019, in consideration for consulting services, the Company agreed to issue to a consultant 15,000 shares of Common Stock on the following schedule: 5,000 shares of Common Stock in connection with the execution of the consulting agreement, 5,000 shares of Common Stock before December 28, 2019 and 5,000 shares of Common Stock before January 28, 2020.
On February 6, 2018, pursuant to a services agreement with JLS Ventures, LLC, the Company agreed to issue to JLS an aggregate of 250,000 shares of Common Stock for investor relations services. The Company issued to JLS 100,000 shares of Common Stock on April 26, 2018, 50,000 shares of Common Stock on May 7, 2018, 50,000 shares of Common Stock on August 29, 2018, and 50,000 shares of Common Stock on November 2, 2018.
On August 18, 2017, the Company entered into subscription agreements with the subscribers (the “Series 2 Subscribers”) identified therein (the “Series 2 Subscription Agreements”). Pursuant to the terms of the Series 2 Subscription Agreements, the Company issued to the Series 2 Subscribers the Series 2 Notes (the “Series 2 Notes”) and warrants. In addition, in March 2018, the Company issued to the Series 2 Subscribers additional warrants to purchase shares of the Company’s capital stock. The total amount of Series 2 Notes sold pursuant to the Series 2 Subscription Agreements was $253,000.
Effective as of July 2, 2018, the Company entered into the Series 1 Notes Debt Conversion Agreement with each subscriber to the Series 1 subscription agreements (the “Series 1 Subscribers”, and together with the Series 2 Subscribers, the “Subscribers”) and the Series 2 Notes Debt Conversion Agreement with each Series 2 Subscriber (the “Conversion Agreements”) to (i) convert the outstanding principal and accrued and unpaid interest (the “Outstanding Balance”) under the Series 1 notes (the “Series 1 Notes”) and the Series 2 Notes (together, the “Series Notes”) into shares of the Company’s Common Stock based on the Outstanding Balance divided by $1.80 per share (the “Conversion Shares”); (ii) cancel and extinguish the Series Notes; and (iii) amend and restate all of the warrants to make them immediately exercisable upon conversion, at a per share exercise price equal to $1.80 per share. As consideration for the early conversion of the Series Notes, the Company issued each Subscriber a new warrant, exercisable for up to the number of shares of Common Stock equal to the number of Conversion Shares received by such Subscriber; at a per share exercise price of $1.80 per share. The new warrants are exercisable commencing on July 2, 2018, and expire on November 21, ~~2009, we~~2021.
Pursuant to the Conversion Agreements, $1,804,064 of the outstanding principal and interest of the Series 1 Notes was converted into 1,002,258 shares of Common Stock and $259,297 of the outstanding principal and interest of the Series 2 Notes was converted into 144,053 shares of Common Stock. Additionally, as of July 2, 2018, 2,482,372 shares of Common Stock were issuable upon exercise of the warrants.
Between October 2017 and May 2018, the Company issued ~~3,000,000~~the Series 3 Notes in an aggregate principal amount of $1.5 million that bear interest at a fixed rate of 8% per annum and warrants to purchase shares of the Company’s capital stock. On February 28, 2019, the Company completed an equity round of financing resulting in more than $3 million in gross proceeds when it closed on the sale of units in connection with the 2019 Private Placement. Following such financing, the outstanding principal and interest of the Series 3 Notes of $1,678,361 was automatically converted in accordance with the terms of the Series 3 Notes into 839,179 shares of Common Stock and 839,179 warrants at an exercise price equal to $3.00 per share. Additionally, the previously issued warrants became immediately exercisable for 839,179 shares of Common Stock, at an exercise price equal to $2.50 per share, and will expire on February 28, 2024. The exercise price and number of the shares of our ~~common stock to Ms. Lecia L. Walker, an officer and director~~Common Stock issuable upon exercise of the ~~registrant. These shares were issued~~warrants will be subject to adjustment in ~~exchange for~~ the ~~license~~event of any stock dividends and ~~assignment of certain assets under a License and Assignment Agreement dated August 21, 2009. On June 21, 2009, we issued 500,000 shares of our common~~splits, reverse stock ~~to Ms. E. Lynn Atwood, an officer and director of~~split, recapitalization, reorganization, business combination or similar transaction.
In connection with the registrant. These shares were issued in exchange for cash of $500.00. On August 21, 2009, we issued 500,000 shares of our common stock to Ms. Linda Rock, a non-affiliate. These shares were issued in exchange for cash of $500.00. On June 1, 2010, we issued 500,000 shares of our common stock to Ms. Sheri Sabey, a non-affiliate. These shares were issued in exchange for cash of $500.00. ~~47 All of~~foregoing, the ~~above securities were issued pursuant to an~~Company relied upon the exemption from registration ~~under~~provided by Section ~~4(2) of~~4(a)(2) under the Securities Act ~~of 1933 to sophisticated investors.~~ or Regulation D promulgated under the Securities Act for transactions not involving a public offering.
~~II-4~~
Item 16. Exhibits and Financial Statement Schedules - --------------------------------------------------- The following exhibits are filed as part of this registration statement: Exhibit Description - ------- ----------- 3 Articles of Incorporation, By-Laws (i) Articles of Incorporation and amendment. (ii) By-Laws. 5 Consent and Opinion of Jody M. Walker, Attorney at Law, regarding the legality of the securities being registered 10 License and Assignment Agreement dated August 21, 2009 11 Statement of Computation of Per Share Earnings This Computation appears in the Financial Statements. 23 Consent of Certified Public Accountant. Schedules.
~~EXHIBIT INDEX~~
Exhibit No. Document
2.1 * Agreement and Plan of Merger and Reorganization by and among NeuroOne Medical Technologies Corporation, OSOK Acquisition Company and NeuroOne, Inc. dated as of July 20, 2017 (incorporated by reference to Exhibit 2.1 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017)
2.2 Plan of Conversion of NeuroOne Medical Technologies Corporation dated June 20, 2017 (incorporated by reference to Exhibit 2.1 on the Registrant’s Current Report on Form 8-K filed on June 29, 2017)
3.1 Certificate of Incorporation of NeuroOne Medical Technologies Corporation (incorporated by reference to Exhibit 3.4 on the Registrant’s Current Report on Form 8-K filed on June, 29, 2017)
3.2 Bylaws of NeuroOne Medical Technologies Corporation (incorporated by reference to Exhibit 3.5 on the Registrant’s Current Report on Form 8-K filed on June 29, 2017)
4.1 Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017)
4.2 Description of Securities (incorporated by reference to Exhibit 4.2 on the Registrant’s Annual Report on Form 10-K filed on December 20, 2019)
5.1 Opinion of Honigman LLP
10.1 # Amended and Restated Exclusive Start-up Company License Agreement effective January 21, 2020 by and between NeuroOne Medical Technologies Corporation and Wisconsin Alumni Research Foundation (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on January 24, 2020)
10.2 ## Mayo Foundation for Medical Education and Research Amended and Restated License and Development Agreement by and between Mayo Foundation for Medical Education and Research, and NeuroOne LLC dated as of May 25, 2017 (incorporated by reference to Exhibit 10.3 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017)
10.3 + 2016 Equity Incentive Plan of NeuroOne, Inc. (incorporated by reference to Exhibit 10.11 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017)
10.4 + Form of Stock Option Award Agreement pursuant to 2016 Equity Incentive Plan of NeuroOne, Inc. (incorporated by reference to Exhibit 10.12 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017)
10.5 + Restricted Stock Purchase Agreement by and between NeuroOne, Inc. and Thomas Bachinski, dated as of April 10, 2017 (incorporated by reference to Exhibit 10.13 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017)
10.6 + 2017 Equity Incentive Plan of the Company (incorporated by reference to Appendix G to Schedule 14C filed on April 20, 2017)
10.7+ NeuroOne Medical Technologies Corporation 2017 Equity Incentive Plan Option Agreement (incorporated by reference to Exhibit 10.15 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017)
~~II-5~~
10.8 + NeuroOne Medical Technologies Corporation 2017 Equity Incentive Plan Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.16 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017)
10.9 + Offer Letter to Mark Christianson from NeuroOne, Inc. dated December 1, 2016 (incorporated by reference to Exhibit 10.18 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017)
10.10 + Form of Indemnification Agreement with the Company’s Officers and Directors (incorporated by reference to Exhibit E to Appendix B to Schedule 14C filed on April 20, 2017)
10.11 + Release Agreement of Wade Fredrickson dated June 28, 2017 (incorporated by reference to Exhibit 10.23 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017)
10.12+ Employment Agreement by and between NeuroOne Medical Technologies Corporation and David A. Rosa dated August 4, 2017 (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on August 7, 2017)
10.13 First Amendment to Promissory Note by and between NeuroOne Medical Technologies Corporation and the Subscribers dated as of November 30 (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on December 6, 2017)
10.14 Form of Capital Stock Purchase Warrant pursuant to August 2017 Subscription Agreement (incorporated by reference to Exhibit 4.2 on the Registrant’s Current Report on Form 8-K filed on August 23, 2017)
10.15 Form of October 2017 Subscription Agreement (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on October 6, 2017)
10.16 Form of Promissory Note issued pursuant to October 2017 Subscription Agreement (incorporated by reference to Exhibit 4.1 on the Registrant’s Current Report on Form 8-K filed on October 6, 2017)
10.17 Form of Capital Stock Purchase Warrant issued pursuant to October 2017 Subscription Agreement (incorporated by reference to Exhibit 4.2 on the Registrant’s Current Report on Form 8-K filed on October 6, 2017)
10.18 Form of Amended and Restated Subscription Agreement (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on December 20, 2017)
10.19 Form of Amended and Restated Promissory Note issued pursuant to Amended and Restated Promissory Note and Warrant Subscription Agreement (incorporated by reference to Exhibit 4.1 on the Registrant’s Current Report on Form 8-K filed on December 20, 2017)
10.20 Form of Amended and Restated Capital Stock Purchase Warrant issued pursuant to Amended and Restated Promissory Note and Warrant Subscription Agreement (incorporated by reference to Exhibit 4.2 on the Registrant’s Current Report on Form 8-K filed on December 20, 2017)
10.21 Form of Amended and Restated Note issued pursuant to August 2017 Subscription Agreement, as amended (incorporated by reference to Exhibit 4.1 on the Registrant’s Current Report on Form 8-K filed on March 16, 2018)
10.22 Form of Replacement Warrant issued pursuant to August 2017 Subscription Agreement, as amended (incorporated by reference to Exhibit 4.2 on the Registrant’s Current Report on Form 8-K filed on March 16, 2018)
10.23 Form of Additional Warrant issued pursuant to August 2017 Subscription Agreement, as amended (incorporated by reference to Exhibit 4.3 on the Registrant’s Current Report on Form 8-K filed on March 16, 2018)
~~II-6~~
10.24 + Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.40 to 10-K filed April 16, 2018)
10.25 Form of Series 1 Notes Debt Conversion Agreement (incorporated by reference to Exhibit 10.1 to 8-K filed July 6, 2018)
10.26 Form of Series 2 Notes Debt Conversion Agreement (incorporated by reference to Exhibit 10.2 to 8-K filed July 6, 2018)
10.27 Form of Warrant (incorporated by reference to Exhibit 4.1 to 8-K filed July 13, 2018)
10.28 Form of Purchase Agreement (incorporated by reference to Exhibit 10.1 to 8-K filed July 13, 2018)
10.29 Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to 8-K filed July 13, 2018)
10.30 + Employee Proprietary Information, Inventions, Assignment and Non-Competition Agreement. (incorporated by reference to Exhibit 10.52 on the Registrant’s Annual Report on Form 10-KT filed on December 12, 2018)
10.31 Form of Warrant (incorporated by reference to Exhibit 4.1 on the Registrant’s Current Report on Form 8-K filed on January 4, 2019)
10.32 Form of Purchase Agreement (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on January 4, 2019)
10.33 Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 on the Registrant’s Current Report on Form 8-K filed on January 4, 2019)
10.34 + Offer Letter between Steve Mertens and NeuroOne Medical Technologies Corporation, effective April 1, 2019 (incorporated by reference to Exhibit 10.2 on the Registrant’s Quarterly Report on Form 10-Q filed on May 10, 2019)
10.35 Form of Conversion Warrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on March 6, 2019)
10.36 Form of Paulson Placement Agent Warrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on July 5, 2019)
10.37 Form of HRA Placement Agent Warrant (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on July 5, 2019)
10.38 Letter Agreement between the Registrant and Lifestyle Healthcare LLC, dated May 8, 2019 (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on May 8, 2019)
10.39 Amendment to Exclusive Start-Up Company License Agreement by and between Wisconsin Alumni Research Foundation and the Company, dated September 18, 2019 (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on September 23, 2019)
10.40 Lease Agreement dated October 7, 2019, by and among NeuroOne Medical Technologies Corporation and Biynah Cleveland, LLC, BIP Cleveland, LLC, and Edenvale Investors (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on October 11, 2019)
~~II-7~~
10.41 Lock-Up Agreement dated October 21, 2019, between Wade Fredrickson and the Company (incorporated by reference to Exhibit 10.42 on the Registrant’s Annual Report on Form 10-K filed on December 20, 2019)
10.42 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on October 29, 2019)
10.43 Form of Convertible Promissory Note issued pursuant to November 2019 Promissory Note and Warrant Subscription Agreement (incorporated by reference to Exhibit 4.1 on the Registrant’s Current Report on Form 8-K filed on November 7, 2019)
10.44 Form of Common Stock Purchase Warrant issued pursuant to November 2019 Promissory Note and Warrant Subscription Agreement (incorporated by reference to Exhibit 4.2 on the Registrant’s Current Report on Form 8-K filed on November 7, 2019)
10.45 Form of November 2019 Promissory Note and Warrant Subscription Agreement (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on November 7, 2019)
10.46 Form of Broker Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on January 24, 2020)
10.47 Form of First Amendment to Convertible Promissory Note (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on December 11, 2019)
10.48 Form of Second Amendment to Convertible Promissory Note (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on April 30, 2020)
10.49 Form of Convertible Promissory Note issued pursuant to April 2020 Promissory Note and Warrant Subscription Agreement (incorporated by reference to Exhibit 4.1 on the Registrant’s Current Report on Form 8-K filed on May 1, 2020)
10.50 Form of Warrant (incorporated by reference to Exhibit 4.2 on the Registrant’s Current Report on Form 8-K filed on May 1, 2020)
10.51 Form of Purchase Agreement (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on May 1, 2020)
21.1 Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to 10-K filed April 16, 2018)
23.1 Consent of BDO USA, LLP
23.2 Consent of Honigman LLP (included in Exhibit 5.1 hereto)
24.1 Power of Attorney (included in signature page hereto)
* Pursuant to Item 601(b)(2) of Regulation S-K, the Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Agreement and Plan of Merger to the Securities and Exchange Commission upon request.
# 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 exhibits 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. Copies of the unredacted exhibits will be furnished to the SEC upon request.
## Portions of this exhibit have been omitted pursuant to a request for confidential treatment and have been separately filed with the Securities and Exchange Commission.
+ Indicates management contract or compensatory plan.
~~II-8~~
~~Item 17. ~~Undertakings - ---------------------- (a)~~ Undertakings.~~
The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: i. To include any prospectus required by Section 10(a)(3) of the Securities Act; ii. Reflect in the prospectus any facts or events arising after the effective date of which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered, if the total dollar value of securities offered would not exceedundertakes that, which was registered and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC in accordance with Rule 424(b) of this chapter, if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and iii. Include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial ~~BONA FIDE~~bona fide offering thereof. ~~(3) To~~
The undersigned registrant hereby undertakes to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.~~48 (4) That,~~
The undersigned registrant hereby undertakes that, for the ~~purpose~~purposes of determining liability under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchase, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchase and will be considered to offer or sell such securities to such purchaser: i. Any preliminary prospectus or prospectus of the undersigned small business issuer relating to the offering required to be filed pursuant to Rule 424; ii. Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; iii. The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and iv. Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. (5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: i. If the registrant is relying on Rule 430B (230.430B of this chapter): A. Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and B. Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of the registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or ~~49 ii.~~
If the registrant is subject to Rule 430C (§230.430C of this chapter), each prospectus filed pursuant to Rule 424(b) as part of ~~the~~a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. ~~SIGNATURES~~
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In ~~accordance~~the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
~~II-9~~
~~SIGNATURES~~
Pursuant to the requirements of the Securities Act of 1933, ~~Original Source Entertainment, Inc. certifies that it~~the registrant has ~~reasonable grounds to believe that it meets all of the requirements of filing on Form S-1 and authorized~~duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of ~~Littleton,~~Eden Prairie, State of ~~Colorado~~Minnesota, on August 11, 2020.
NeuroOne Medical Technologies Corporation
By: /s/ David Rosa
David Rosa
Its: Chief Executive Officer
Each person whose signature appears below constitutes and appoints David Rosa his true and lawful attorney in fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post effective amendments) to the ~~3rd day~~registration statement, and to sign any registration statement for the same offering covered by this registration statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of ~~October, 2010. Original Source Entertainment, Inc. By: /s/ Lecia L. Walker ------------------- Lecia L. Walker, President In accordance~~1933, as amended, and all post effective amendments thereto, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, each acting alone, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement ~~was~~has been signed by the following persons in the capacities and on the dates stated. By: /s/Lecia L. Walker Dated: October 4, 2010 ---------------------- Lecia L. Walker, CEO, CFO Controller, Director By: /s/E. Lynn Atwood Dated: October 4, 2010 ---------------------- E. Lynn Atwood, Director

indicated.
Date: August 11, 2020 /s/ David Rosa
David Rosa
Chief Executive Officer and Director
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
Date: August 11, 2020 /s/ Paul Buckman
Paul Buckman
Director
Date: August 11, 2020 /s/ Jeffrey Mathiesen
Jeffrey Mathiesen
Director
Date: August 11, 2020 /s/ Edward Andrle
Edward Andrle
Director
II-10

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒	Smaller reporting company ☒
			Emerging growth company ☐

Title of Each Class of Securities to be Registered		Amount to be Registered(1)				Proposed Maximum Offering Price Per Share(2)				Proposed Maximum Aggregate Offering Price(1)				Amount of Registration Fee
Common stock, par value $0.001 per share			10,883,808			$	1.80			$	19,590,854.40			$	2,542.89

PROSPECTUS SUMMARY	1

RISK FACTORS	6

FORWARD-LOOKING STATEMENTS	7

USE OF PROCEEDS	8

SELLING STOCKHOLDERS	9

DESCRIPTION OF SECURITIES TO BE REGISTERED	15

PLAN OF DISTRIBUTION	18

LEGAL MATTERS	20

EXPERTS	20

WHERE YOU CAN FIND ADDITIONAL INFORMATION	20

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	21

Common Stock offered by the Selling Stockholders		10,883,808 shares

Common Stock outstanding		22,052,294 shares (as of August 4, 2020)

Common Stock to be outstanding after this offering, assuming full conversion or exercise of all Warrants		24,930,674 shares

Use of proceeds		We will not receive any proceeds from the sale by the Selling Stockholders of the shares of Common Stock being offered by this prospectus.

Current Market for the Common Stock and Warrants		Our Common Stock is currently quoted on the OTCQB under the symbol “NMTC.”

Risk factors		You should read the “Risk Factors” section of this prospectus and in NeuroOne’s Annual Report on Form 10-K for the year ended September 30, 2019 and NeuroOne’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, which are incorporated by reference into this prospectus for a discussion of certain factors to consider before deciding to purchase any of our securities.

	Number of Shares of Common Stock Beneficially Owned					Shares		Beneficial Ownership After Offering
Name of Selling Stockholder	Prior to Offering (1)			Shares Offered		Underlying Warrants		Shares		Ownership Percentage(2)

4P’s Enterprises, LLC		63,611	(3)		50,242		13,369		0		*
Albert Landstrom		14,844			0		14,844		0		*
Allen Gabriel		39,267			29,267		10,000		0		*
Alliance Trust Company, CUST FBO Brian Mark Miller ROTH IRA		220,538	(4)		167,062		53,476		0		*
Alok Agrawal & Aruna Agrawal JT WROS		17,596			14,254		3,342		0		*
Angus Bruce		77,095			61,052		16,043		0		*
Anish Monga		50,000			0		50,000		0		*
Annie Lee Schaufele		73,174			59,805		13,369		0		*
Ardara Capital LP		293,797	(5)		240,321		53,476		0		*
Arthur Steinberg		64,491			51,122		13,369		0		*
Barry Saxe		93,350			70,623		22,727		0		*
BCS Capital LLC		27,035	(6)		22,035		5,000		0		*
Beacon Investment LLC		219,079	(7)		178,972		40,107		0		*
Bradley & Lori Abeson Rev Family Trust		35,056	(8)		28,372		6,684		0		*
Brian Skillern		27,382			20,698		6,684		0		*

Nature of Expense	Amount
SEC registration fee	$	2,550
Accounting fees and expenses		15,000
Legal fees and expenses		30,000
Transfer agent’s fees and expenses		1,000
Printing and related fees		2,500
Miscellaneous		10,000
Total	$	61,050

Exhibit No.		Document

2.1 *		Agreement and Plan of Merger and Reorganization by and among NeuroOne Medical Technologies Corporation, OSOK Acquisition Company and NeuroOne, Inc. dated as of July 20, 2017 (incorporated by reference to Exhibit 2.1 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017)

2.2		Plan of Conversion of NeuroOne Medical Technologies Corporation dated June 20, 2017 (incorporated by reference to Exhibit 2.1 on the Registrant’s Current Report on Form 8-K filed on June 29, 2017)

3.1		Certificate of Incorporation of NeuroOne Medical Technologies Corporation (incorporated by reference to Exhibit 3.4 on the Registrant’s Current Report on Form 8-K filed on June, 29, 2017)

3.2		Bylaws of NeuroOne Medical Technologies Corporation (incorporated by reference to Exhibit 3.5 on the Registrant’s Current Report on Form 8-K filed on June 29, 2017)

4.1		Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017)

4.2		Description of Securities (incorporated by reference to Exhibit 4.2 on the Registrant’s Annual Report on Form 10-K filed on December 20, 2019)

5.1		Opinion of Honigman LLP

10.1 #		Amended and Restated Exclusive Start-up Company License Agreement effective January 21, 2020 by and between NeuroOne Medical Technologies Corporation and Wisconsin Alumni Research Foundation (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on January 24, 2020)

10.2 ##		Mayo Foundation for Medical Education and Research Amended and Restated License and Development Agreement by and between Mayo Foundation for Medical Education and Research, and NeuroOne LLC dated as of May 25, 2017 (incorporated by reference to Exhibit 10.3 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017)

10.3 +		2016 Equity Incentive Plan of NeuroOne, Inc. (incorporated by reference to Exhibit 10.11 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017)

10.4 +		Form of Stock Option Award Agreement pursuant to 2016 Equity Incentive Plan of NeuroOne, Inc. (incorporated by reference to Exhibit 10.12 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017)

10.5 +		Restricted Stock Purchase Agreement by and between NeuroOne, Inc. and Thomas Bachinski, dated as of April 10, 2017 (incorporated by reference to Exhibit 10.13 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017)

10.6 +		2017 Equity Incentive Plan of the Company (incorporated by reference to Appendix G to Schedule 14C filed on April 20, 2017)

10.7+		NeuroOne Medical Technologies Corporation 2017 Equity Incentive Plan Option Agreement (incorporated by reference to Exhibit 10.15 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017)

10.8 +		NeuroOne Medical Technologies Corporation 2017 Equity Incentive Plan Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.16 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017)

10.9 +		Offer Letter to Mark Christianson from NeuroOne, Inc. dated December 1, 2016 (incorporated by reference to Exhibit 10.18 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017)

10.10 +		Form of Indemnification Agreement with the Company’s Officers and Directors (incorporated by reference to Exhibit E to Appendix B to Schedule 14C filed on April 20, 2017)

10.11 +		Release Agreement of Wade Fredrickson dated June 28, 2017 (incorporated by reference to Exhibit 10.23 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017)

10.12+		Employment Agreement by and between NeuroOne Medical Technologies Corporation and David A. Rosa dated August 4, 2017 (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on August 7, 2017)

10.13		First Amendment to Promissory Note by and between NeuroOne Medical Technologies Corporation and the Subscribers dated as of November 30 (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on December 6, 2017)

10.14		Form of Capital Stock Purchase Warrant pursuant to August 2017 Subscription Agreement (incorporated by reference to Exhibit 4.2 on the Registrant’s Current Report on Form 8-K filed on August 23, 2017)

10.15		Form of October 2017 Subscription Agreement (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on October 6, 2017)

10.16		Form of Promissory Note issued pursuant to October 2017 Subscription Agreement (incorporated by reference to Exhibit 4.1 on the Registrant’s Current Report on Form 8-K filed on October 6, 2017)

10.17		Form of Capital Stock Purchase Warrant issued pursuant to October 2017 Subscription Agreement (incorporated by reference to Exhibit 4.2 on the Registrant’s Current Report on Form 8-K filed on October 6, 2017)

10.18		Form of Amended and Restated Subscription Agreement (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on December 20, 2017)

10.19		Form of Amended and Restated Promissory Note issued pursuant to Amended and Restated Promissory Note and Warrant Subscription Agreement (incorporated by reference to Exhibit 4.1 on the Registrant’s Current Report on Form 8-K filed on December 20, 2017)

10.20		Form of Amended and Restated Capital Stock Purchase Warrant issued pursuant to Amended and Restated Promissory Note and Warrant Subscription Agreement (incorporated by reference to Exhibit 4.2 on the Registrant’s Current Report on Form 8-K filed on December 20, 2017)

10.21		Form of Amended and Restated Note issued pursuant to August 2017 Subscription Agreement, as amended (incorporated by reference to Exhibit 4.1 on the Registrant’s Current Report on Form 8-K filed on March 16, 2018)

10.22		Form of Replacement Warrant issued pursuant to August 2017 Subscription Agreement, as amended (incorporated by reference to Exhibit 4.2 on the Registrant’s Current Report on Form 8-K filed on March 16, 2018)

10.23		Form of Additional Warrant issued pursuant to August 2017 Subscription Agreement, as amended (incorporated by reference to Exhibit 4.3 on the Registrant’s Current Report on Form 8-K filed on March 16, 2018)

10.24 +		Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.40 to 10-K filed April 16, 2018)

10.25		Form of Series 1 Notes Debt Conversion Agreement (incorporated by reference to Exhibit 10.1 to 8-K filed July 6, 2018)

10.26		Form of Series 2 Notes Debt Conversion Agreement (incorporated by reference to Exhibit 10.2 to 8-K filed July 6, 2018)

10.27		Form of Warrant (incorporated by reference to Exhibit 4.1 to 8-K filed July 13, 2018)

10.28		Form of Purchase Agreement (incorporated by reference to Exhibit 10.1 to 8-K filed July 13, 2018)

10.29		Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to 8-K filed July 13, 2018)

10.30 +		Employee Proprietary Information, Inventions, Assignment and Non-Competition Agreement. (incorporated by reference to Exhibit 10.52 on the Registrant’s Annual Report on Form 10-KT filed on December 12, 2018)

10.31		Form of Warrant (incorporated by reference to Exhibit 4.1 on the Registrant’s Current Report on Form 8-K filed on January 4, 2019)

10.32		Form of Purchase Agreement (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on January 4, 2019)

10.33		Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 on the Registrant’s Current Report on Form 8-K filed on January 4, 2019)

10.34 +		Offer Letter between Steve Mertens and NeuroOne Medical Technologies Corporation, effective April 1, 2019 (incorporated by reference to Exhibit 10.2 on the Registrant’s Quarterly Report on Form 10-Q filed on May 10, 2019)

10.35		Form of Conversion Warrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on March 6, 2019)

10.36		Form of Paulson Placement Agent Warrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on July 5, 2019)

10.37		Form of HRA Placement Agent Warrant (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on July 5, 2019)

10.38		Letter Agreement between the Registrant and Lifestyle Healthcare LLC, dated May 8, 2019 (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on May 8, 2019)

10.39		Amendment to Exclusive Start-Up Company License Agreement by and between Wisconsin Alumni Research Foundation and the Company, dated September 18, 2019 (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on September 23, 2019)

10.40		Lease Agreement dated October 7, 2019, by and among NeuroOne Medical Technologies Corporation and Biynah Cleveland, LLC, BIP Cleveland, LLC, and Edenvale Investors (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on October 11, 2019)

10.41		Lock-Up Agreement dated October 21, 2019, between Wade Fredrickson and the Company (incorporated by reference to Exhibit 10.42 on the Registrant’s Annual Report on Form 10-K filed on December 20, 2019)

10.42		Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on October 29, 2019)

10.43		Form of Convertible Promissory Note issued pursuant to November 2019 Promissory Note and Warrant Subscription Agreement (incorporated by reference to Exhibit 4.1 on the Registrant’s Current Report on Form 8-K filed on November 7, 2019)

10.44		Form of Common Stock Purchase Warrant issued pursuant to November 2019 Promissory Note and Warrant Subscription Agreement (incorporated by reference to Exhibit 4.2 on the Registrant’s Current Report on Form 8-K filed on November 7, 2019)

10.45		Form of November 2019 Promissory Note and Warrant Subscription Agreement (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on November 7, 2019)

10.46		Form of Broker Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on January 24, 2020)

10.47		Form of First Amendment to Convertible Promissory Note (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on December 11, 2019)

10.48		Form of Second Amendment to Convertible Promissory Note (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on April 30, 2020)

10.49		Form of Convertible Promissory Note issued pursuant to April 2020 Promissory Note and Warrant Subscription Agreement (incorporated by reference to Exhibit 4.1 on the Registrant’s Current Report on Form 8-K filed on May 1, 2020)

10.50		Form of Warrant (incorporated by reference to Exhibit 4.2 on the Registrant’s Current Report on Form 8-K filed on May 1, 2020)

10.51		Form of Purchase Agreement (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on May 1, 2020)

21.1		Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to 10-K filed April 16, 2018)

23.1		Consent of BDO USA, LLP

23.2		Consent of Honigman LLP (included in Exhibit 5.1 hereto)

24.1		Power of Attorney (included in signature page hereto)

*	Pursuant to Item 601(b)(2) of Regulation S-K, the Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Agreement and Plan of Merger to the Securities and Exchange Commission upon request.

#	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 exhibits 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. Copies of the unredacted exhibits will be furnished to the SEC upon request.

##	Portions of this exhibit have been omitted pursuant to a request for confidential treatment and have been separately filed with the Securities and Exchange Commission.

+	Indicates management contract or compensatory plan.

	NeuroOne Medical Technologies Corporation

	By:	/s/ David Rosa
		David Rosa
	Its:	Chief Executive Officer

Date: August 11, 2020	/s/ David Rosa
	David Rosa
	Chief Executive Officer and Director
	(Principal Executive Officer,
	Principal Financial Officer and
	Principal Accounting Officer)

Date: August 11, 2020	/s/ Paul Buckman
	Paul Buckman
	Director

Date: August 11, 2020	/s/ Jeffrey Mathiesen
	Jeffrey Mathiesen
	Director

Date: August 11, 2020	/s/ Edward Andrle
	Edward Andrle
	Director