NeuroOne Medical Technologies (NMTC) - 2019 Q1 - Quarterly Report

PART 1 – FINANCIAL INFORMATION Financial Statements The company, a development-stage entity with no product sales, reported a net loss of $1.35 million for the quarter ended December 31, 2018. The balance sheet shows a significant increase in total liabilities to $5.54 million and a stockholders' deficit of $4.96 million. Cash on hand increased to $350,576 from $13,260, primarily due to financing activities. The financial statements highlight a going concern uncertainty due to recurring losses and the need for additional capital to fund operations Condensed Consolidated Balance Sheets As of December 31, 2018, the company's total assets were $577,538, a significant increase from $218,719 at September 30, 2018, driven by a rise in cash. Total liabilities grew to $5,535,570 from $4,614,611, primarily due to increases in accounts payable, accrued expenses, and convertible notes. The total stockholders' deficit widened to $4,958,032 from $4,395,892 Condensed Consolidated Balance Sheet Highlights (unaudited) | Balance Sheet Items | Dec 31, 2018 | Sep 30, 2018 | | :--- | :--- | :--- | | Assets | | | | Cash | $350,576 | $13,260 | | Total current assets | $382,768 | $18,638 | | Total assets | $577,538 | $218,719 | | Liabilities & Stockholders' Deficit | | | | Total current liabilities | $4,711,726 | $3,797,456 | | Total liabilities | $5,535,570 | $4,614,611 | | Total stockholders' deficit | $(4,958,032) | $(4,395,892) | | Total liabilities and stockholders' deficit | $577,538 | $218,719 | Condensed Consolidated Statements of Operations For the three months ended December 31, 2018, the company reported a net loss of $1.35 million, or ($0.14) per share. This is an improvement from a net loss of $1.63 million, or ($0.21) per share, for the same period in 2017. The decrease in net loss was primarily due to the absence of a loss on note extinguishments and a lower net change in fair value for warrant liability, which offset an increase in operating expenses Statement of Operations Summary (unaudited) | Metric | Three months ended Dec 31, 2018 | Three months ended Dec 31, 2017 | | :--- | :--- | :--- | | General and administrative | $866,679 | $538,859 | | Research and development | $209,168 | $234,925 | | Loss from operations | $(1,075,847) | $(773,784) | | Interest expense | $(264,023) | $(338,113) | | Loss on note extinguishments, net | — | $(350,914) | | Net loss | $(1,352,824) | $(1,625,358) | | Net loss per share (Basic and diluted) | $(0.14) | $(0.21) | Condensed Consolidated Statements of Cash Flows For the three months ended December 31, 2018, net cash used in operating activities was $699,684. Net cash provided by financing activities was $1,037,000, primarily from private placements and unsecured loans. This resulted in a net increase in cash of $337,316, ending the period with $350,576 in cash Cash Flow Summary (unaudited) | Cash Flow Activity | Three months ended Dec 31, 2018 | Three months ended Dec 31, 2017 | | :--- | :--- | :--- | | Net cash used in operating activities | $(699,684) | $(598,404) | | Net cash used in investing activities | — | $(91,709) | | Net cash provided by financing activities | $1,037,000 | $646,551 | | Net increase (decrease) in cash | $337,316 | $(43,562) | | Cash at end of period | $350,576 | $26,467 | Notes to Condensed Consolidated Financial Statements The notes detail the company's status as an early-stage medical technology firm with no revenue and a history of losses, raising substantial doubt about its ability to continue as a going concern. Key details include accounting policies for complex financial instruments like warrants and convertible notes, ongoing legal proceedings with PMT Corporation, and extensive financing activities through private placements and debt to fund operations. Subsequent events include further private placement sales and modifications to broker compensation agreements - The company is an early-stage medical technology company focused on developing thin film electrode technology for various brain-related disorders. It has not yet recorded any product sales[16][17] - The financial statements have been prepared on a going concern basis, but the company's history of losses, accumulated deficit of $11.8 million, and insufficient liquidity for fiscal 2019 raise substantial doubt about its ability to continue. Management plans to seek additional financing[21][22] - The company is involved in a lawsuit with PMT Corporation, which alleges that two officers breached restrictive covenants and misappropriated trade secrets. The company is defending itself vigorously, but the outcome is unknown and no reserve has been accrued[52][53][55] - The company has engaged in multiple financing rounds, including the 2018 and 2019 Private Placements, issuing units of common stock and warrants to raise capital. As of Dec 31, 2018, it had raised $1.54 million from the 2018 placement and $400,000 from the initial closing of the 2019 placement[96][102][103] Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the company's status as a pre-revenue medical technology firm with a history of losses and an accumulated deficit of $11.8 million. The analysis highlights an increase in G&A expenses due to public company costs and a decrease in net loss compared to the prior year. The primary focus is on liquidity, detailing extensive capital-raising efforts through private placements and debt to fund R&D and operations. Management confirms that existing cash is insufficient for fiscal 2019, reiterating the going concern risk and the critical need for substantial additional funding - The company is a medical technology firm focused on thin film electrode technology and has not yet generated any revenue. It has incurred losses since inception, with an accumulated deficit of $11.8 million as of December 31, 2018[122][123][124] - General and administrative expenses increased to $0.9 million from $0.5 million year-over-year, mainly due to a $0.1 million increase in stock-based compensation for fundraising consulting and a $0.3 million increase in legal, accounting, and board fees related to being a public company[138] - The company's cash of $0.4 million at December 31, 2018, is not sufficient to fund operations through fiscal 2019. Substantial additional funding is required to continue operations and develop its technology[127][145] - The company has licensing agreements with WARF and Mayo, which require milestone and royalty payments. A $65,000 milestone payment to WARF was made in February 2019. Future minimum annual royalties to WARF start at $50,000 in 2019[178][179][180] Results of Operations For the quarter ended December 31, 2018, the company's net loss decreased to $1.35 million from $1.63 million in the prior-year period. This was despite a $0.3 million increase in loss from operations, driven by higher G&A expenses. The improvement in net loss was due to a $0.35 million loss on note extinguishments in 2017 that did not recur, lower interest expense, and a significantly smaller negative change in the fair value of derivative liabilities Comparison of Results for the Three Months Ended December 31 | Metric | 2018 | 2017 | Change | | :--- | :--- | :--- | :--- | | General and administrative | $866,679 | $538,859 | $327,820 | | Research and development | $209,168 | $234,925 | $(25,757) | | Loss from operations | $(1,075,847) | $(773,784) | $(302,063) | | Interest expense | $(264,023) | $(338,113) | $74,090 | | Net change in fair value for warrant liability and premium conversion derivatives | $(12,954) | $(162,547) | $149,593 | | Loss on note extinguishments, net | — | $(350,914) | $350,914 | | Net loss | $(1,352,824) | $(1,625,358) | $272,534 | Liquidity and Capital Resources The company's liquidity is critical, with only $0.4 million in cash as of December 31, 2018. Operations have been funded entirely through debt and equity financing, including multiple series of convertible notes and two private placements. The 2018 Private Placement raised $1.54 million, and the ongoing 2019 Private Placement had raised $0.7 million as of February 2019. A significant risk is the $1.66 million in Series 3 Notes due on June 30, 2019, if a qualified financing is not completed. The company's ability to continue as a going concern is dependent on securing additional capital - The company's principal source of liquidity is $0.4 million in cash as of Dec 31, 2018, which is insufficient to fund operations for the full fiscal year[145] - The company is raising capital through a 2019 Private Placement, aiming for up to $10 million. From Dec 28, 2018, to Feb 12, 2019, it sold 278,000 units for gross proceeds of approximately $695,000[149] - The Series 3 Notes, with an outstanding balance of $1,657,828 as of Dec 31, 2018, will become immediately due and payable on June 30, 2019, if a qualified financing of over $3 million is not completed by then[177][160] - In July 2018, the Series 1 and Series 2 Notes were converted into common stock, extinguishing that debt. Series 1 Notes converted into 1,002,258 shares and Series 2 Notes converted into 144,053 shares[164][165][167] Quantitative and Qualitative Disclosures About Market Risk This section is not applicable as the company qualifies as a smaller reporting company - Not applicable for smaller reporting companies[196] Controls and Procedures Management concluded that the company's disclosure controls and procedures were ineffective as of December 31, 2018. This is due to material weaknesses stemming from the company's small size, including a lack of segregation of duties and ineffective controls over accounting for complex transactions and the financial closing process. The company intends to hire additional staff to remediate these issues, but this is contingent on securing adequate cash resources - Management concluded that disclosure controls and procedures were ineffective as of December 31, 2018[198] - Material weaknesses identified include: (i) ineffective controls over accounting for non-routine/complex debt and equity transactions, and (ii) lack of segregation of duties due to a limited number of employees[199] - Remediation plans to recruit additional professionals are delayed due to inadequate cash resources[200] PART II – OTHER INFORMATION Legal Proceedings The company is involved in a lawsuit filed by PMT Corporation, the former employer of two NeuroOne officers. PMT alleges breach of restrictive covenants, misappropriation of trade secrets, and tortious interference, among other claims. A motion to dismiss was partially granted in January 2019, but most claims remain. The company intends to defend itself vigorously but has no insurance coverage for potential losses from this claim - The company was sued by PMT Corporation in March 2018, alleging that officers Mark Christianson and Wade Fredrickson breached non-competition and non-disclosure obligations and misappropriated trade secrets[203][204] - On January 7, 2019, a judge granted a motion to dismiss one claim (breach of the duty of good faith and fair dealing) but denied the dismissal of other claims[205] - The company has no insurance coverage to protect against potential losses from this litigation[206] Risk Factors The report directs investors to carefully consider the risk factors discussed in Part I, Item 1A of the company's Transition Report on Form 10-KT for the nine-month period ended September 30, 2018 - The report refers to the Risk Factors section of the company's Transition Report on Form 10-KT for the period ended September 30, 2018[207] Unregistered Sales of Equity Securities and Use of Proceeds All unregistered sales of equity securities during the reported period have been previously disclosed in the company's Current Reports on Form 8-K - All unregistered issuances of securities during the period have been previously disclosed in Form 8-K filings[209]