Controls and Procedures
−Removed: of Disclosure Controls and Procedures
−Removed: maintain disclosure controls and procedures that are designed to ensure that information we are required to disclose in our Exchange
−Removed: Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and
−Removed: that such information is accumulated and communicated to our management, including our principal executive officer and principal financial
−Removed: officer, as appropriate, to allow timely decisions regarding required disclosure.
−Removed: NeuroOne Medical Technologies Corporation
−Removed: designed and evaluate our disclosure controls and procedures recognizing that any controls and procedures, no matter how well designed
−Removed: and operated, can provide only reasonable assurance and not absolute assurance of achieving the desired control objectives.
−Removed: design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered
−Removed: relative to their costs.
−Removed: Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance
−Removed: that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.
−Removed: These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because
−Removed: of simple error or mistake.
−Removed: The design of any system of controls is based, in part, upon certain assumptions about the likelihood of
−Removed: future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
−Removed: the supervision of and with the participation of our management, including our principal executive officer and principal financial officer,
−Removed: we evaluated the effectiveness of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15(d- 15(e)
−Removed: promulgated under the Exchange Act as of June 30, 2022.
−Removed: Based on this evaluation, our principal executive officer and principal financial
−Removed: officer concluded that our disclosure controls and procedures were effective as of June 30, 2022.
−Removed: in Internal Control Over Financial Reporting
−Removed: were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the quarter
−Removed: ended June 30, 2022, that have materially affected, or are reasonably likely to materially affect, the Company’s internal
−Removed: control over financial reporting.
+Added: Evaluation of Disclosure Controls and Procedures
+Added: As required by Rule 13a-15(b) of the Securities
+Added: Exchange Act of 1934, as amended, or the Exchange Act, under the direction of the Chief Executive Officer and the Chief Financial
+Added: Officer, we have evaluated our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form
+Added: Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls
+Added: and procedures were not effective as of the end of the period covered by this report due to the material weakness in our internal
+Added: controls over financial reporting related to our verification process concerning wire transfer payments to vendors as discussed further
+Added: Notwithstanding this material weakness, our management has concluded that the financial statements included elsewhere in this
+Added: Quarterly Report present fairly, in all material respects, our financial position, results of operations and cash flows in conformity
+Added: with generally accepted accounting principles.
+Added: In January 2023, we became aware that we had been
+Added: a victim of a criminal fraud that law enforcement authorities refer to as business email compromise fraud, which involved impersonation
+Added: of our vendor and fraudulent demands for wire transfers that targeted our finance department.
+Added: The fraud resulted in a loss of approximately
+Added: $0.1 million.
+Added: The Company’s investigation into this matter continues as further discussed in Item 1A.
+Added: During the second fiscal quarter of 2023, enhancements
+Added: were made to our controls relating to electronic payments, including by wire transfer of funds.
+Added: These enhancements include additional
+Added: verification and documentation procedures to be followed prior to the initiation or approval of electronic payments by or for us.
+Added: these enhancements increase the ability of our personnel to identify and block attempts by third parties to fraudulently initiate electronic
+Added: payments from us.
+Added: Our management believes that the foregoing actions will help improve our internal controls over financial reporting.
+Added: We are actively working to implement effective internal control over financial reporting, which includes remediation of the material weakness.
+Added: However, such compliance is not guaranteed, and we cannot provide any assurance that our internal control over financial reporting will
+Added: be effective as a result of these efforts.
+Added: Changes in Internal Control over Financial
+Added: Other than the identification of the material
+Added: weakness described above, there has not been any change in our internal control over financial reporting (as such term is defined in
+Added: Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the period covered by this Quarterly Report on Form
+Added: 10-Q that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.
NeuroOne Medical Technologies Corporation
−Removed: II – OTHER INFORMATION
−Removed: Legal Proceedings
−Removed: The material legal proceedings in which we are
−Removed: involved are discussed in Note 4, “Commitments and Contingencies – Legal” of the Notes to the Condensed Financial Statements
−Removed: in this Quarterly Report on Form 10-Q, and are hereby incorporated by reference.
−Removed: addition to the other information set forth elsewhere in this Report, you should carefully consider the factors discussed in Part I,
+Added: PART II – OTHER INFORMATION
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.