What changed in this filing

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Item 9A. Controls and Procedures

2023-12-15 compared with 2022-12-22 · 133 added, 127 removed, 128 unchanged (67% of the section changed)

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(as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) which are controls and other procedures that are designed to provide

reasonable assurance that that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded,

reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded,

processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is

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Based on this evaluation, our Chief Executive

Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level

as of September 30, 2022.

Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance

level as of September 30, 2023.

Management’s Annual Report on Internal

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generally accepted accounting

principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and Board;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our

assets that could have a material effect on the financial statements.

principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and Board of

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition

of our assets that could have a material effect on the financial statements.

Our management, including our Chief Executive

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and all fraud.

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the

control system’s objectives will be met.

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that

the control system’s objectives will be met.

The design of a control system must reflect the fact that there are resource constraints,

and the benefits of controls must be considered relative to their costs.

Further, because of the inherent limitations in all control systems,

no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues

and instances of fraud, if any, have been detected.

The design of any system of controls is based in part on certain assumptions about

the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential

future conditions.

Further, because of the inherent limitations in all control

systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all

control issues and instances of fraud, if any, have been detected.

The design of any system of controls is based in part on certain assumptions

about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under

all potential future conditions.

Management, with the participation of the Chief

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internal control over financial reporting was effective as of September 30, 2023.

NeuroOne Medical Technologies Corporation

Exemption from Attestation Report of Independent

Registered Public Accounting Firm

Medical Technologies Corporation

Exemption from Attestation Report of Independent Registered Public

Accounting Firm

This Report does not include an attestation report

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Management’s report was

not subject to attestation by our independent registered public accounting firm pursuant to the rules of the SEC that permit us to

provide only Management’s Report because we are a non-accelerated filer.

not subject to attestation by our independent registered public accounting firm pursuant to the rules of the SEC that permit us

to provide only Management’s report because we are a non-accelerated filer.

Changes in Internal Control Over Financial

No change in our system of internal control over

financial reporting occurred during the quarter ended September 30, 2022 that has materially affected, or is reasonably likely to materially

affect, our internal control over financial reporting.

No change in our internal control over financial

reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter ended September 30, 2023 that

has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

“At the Market” Offering

On December 21, 2022, the Company entered into

a Capital on Demand™ Sales Agreement (the “Sales Agreement”) with JonesTrading Institutional Services LLC (“JonesTrading”)

pursuant to which the Company may sell from time to time, at its option, up to an aggregate of $9.0 million of shares of its common stock

through or to JonesTrading, as sales agent or principal.

Sales of the Company’s Common Stock made pursuant to the Sales Agreement,

if any, will be made on the Nasdaq Capital Market under the Company’s Registration Statement on Form S-3 (File No.

in sales deemed to be “at the market offerings” as defined in Rule 415 promulgated under the Securities Act.

will use its commercially reasonable efforts to see the Common Stock from time to time, based upon the Company’s instructions (including

any price, time, or size limits or other customary parameters or conditions the Company may impose).

The Company is not obligated to make any sales

of Common Stock under the Sales Agreement, and the Company cannot provide any assurances that it will issue any shares pursuant to the

Sales Agreement.

The offering of Common Stock pursuant to the Sales Agreement will terminate upon the earlier of (i) sale of all of the

shares of Common Stock subject to the Sales Agreement or (ii) termination of the Sales Agreement as permitted therein.

The Company is

obligated to pay JonesTrading an aggregate sales agent commission of up to 3.0% of the gross proceeds of the sale price for Common Stock

sold under the Sales Agreement.

The Company has also provided JonesTrading with customary indemnification rights and expense reimbursements

for up to $35,000 of expenses as well as ongoing diligence expenses.

The foregoing description of the Sales Agreement

is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as

Exhibit 1.1 to this Current Report on Form 10-K.

The opinion of Honigman LLP relating to the shares

of Common Stock being offered is filed as Exhibit 5.1 to this Current Report on Form 10-K.

DISCLOSURE REGARDING

FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DISCLOSURE REGARDING FOREIGN JURISDICTIONS

THAT PREVENT INSPECTIONS

Not applicable.

NeuroOne Medical Technologies Corporation

DIRECTORS, EXECUTIVE

OFFICERS AND CORPORATE GOVERNANCE

Medical Technologies Corporation

DIRECTORS, EXECUTIVE OFFICERS AND

CORPORATE GOVERNANCE

The information required by Item 10 is hereby

incorporated by reference to the sections of the 2024 Proxy Statement under the captions “Executive Compensation”, “Proposal

1 – Election of Class III Directors,” and “Executive Officers,” and “Board and Committee Information.”

1 – Election of Class I Director,” and “Executive Officers,” and “Board and Committee Information.”

EXECUTIVE COMPENSATION

The information required by Item 11 is hereby

incorporated by reference to the sections of the 2023 Proxy Statement under the captions “Executive Compensation” and “Proposal

1 – Election of Class III Directors – Non-Employee Director Compensation.”

SECURITY OWNERSHIP

OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

incorporated by reference to the sections of the 2024 Proxy Statement under the captions “Executive Compensation” (excluding

the information under the subheading “Pay versus Performance”) and “Proposal No.

1 – Election of Class I Director

– Non-Employee Director Compensation.”

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by Item 12 is hereby

incorporated by reference to the sections of the 2024 Proxy Statement under the captions “Security Ownership of Certain Beneficial

Owners and Management” and “Securities Authorized for Issuance under Equity Compensation Plan.”

CERTAIN RELATIONSHIPS

AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Owners and Management” and “Executive Compensation – Securities Authorized for Issuance under Equity Compensation Plan.”

CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by Item 13 is hereby

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Transactions” and “Board and Committee Information.”

PRINCIPAL ACCOUNTANT

FEES AND SERVICES

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by Item 14 is hereby

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Independent Registered Public Accounting Firm.”

NeuroOne Medical Technologies Corporation

EXHIBITS AND FINANCIAL

STATEMENT SCHEDULES

(a) The following documents are filed as part of this Annual Report:

Medical Technologies Corporation

EXHIBITS AND FINANCIAL STATEMENT

The following documents are filed as part of this Annual Report:

Financial Statements:

The financial statements filed as part of this Annual Report are listed in Part

The financial statements filed as part of this

Annual Report are listed in Part II, Item 8.

Financial Statement Schedules:

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provided because the information called for is not required or is shown either in the financial statements or notes thereto.

(3) Exhibits:

The exhibits incorporated by reference or filed as part of this Annual Report are listed in

the Index to Exhibits below.

Capital on Demand™ Sales Agreement, dated December 21, 2022 between NeuroOne Medical Technologies Corporation.

and JonesTrading Institutional Services LLC

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)

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)

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)

Certificate of Amendment to Amended and Restated Certificate of Incorporation of NeuroOne Medical Technologies Corporation (incorporated by reference to Exhibit 3.1 on the Registrant’s Current Report on Form 8-K filed on March 31, 2021).

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)

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)

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)

Opinion of Honigman LLP

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)

NeuroOne Medical Technologies Corporation

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)

The exhibits incorporated by reference or filed as part of

this Annual Report are listed in the Index to Exhibits below.

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)

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)

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)

Certificate of Amendment to Amended and Restated Certificate

of Incorporation of NeuroOne Medical Technologies Corporation (incorporated by reference to Exhibit 3.1 on the Registrant’s

Current Report on Form 8-K filed on March 31, 2021)

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)

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)

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)

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)

Medical Technologies Corporation

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)

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)

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)

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

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)

(incorporated

by reference to Exhibit 10.11 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017)

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)

2017 Equity Incentive Plan of the Company (incorporated

by reference to Appendix G to Schedule 14C filed on April 20, 2017)

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)

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)

NeuroOne Medical Technologies Corporation 2021 Inducement Plan (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on October 4, 2021)

NeuroOne Medical Technologies Corporation 2021 Inducement Plan Form of Option Grant Agreement (incorporated by reference to Exhibit 10.2 on the Registrant’s Current Report on Form 8-K filed on October 4, 2021)

NeuroOne Medical Technologies Corporation 2021 Inducement

Plan (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on October 4, 2021)

NeuroOne Medical Technologies Corporation 2021 Inducement

Plan Form of Option Grant Agreement (incorporated by reference to Exhibit 10.2 on the Registrant’s Current Report on Form 8-K filed

on October 4, 2021)

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

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)

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)

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)

Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.40 on the Registrant’s Annual Report on Form 10-K filed April 16, 2018)

Form of Warrant (incorporated by reference to Exhibit 4.1 on the Registrant’s Current Report on Form 8-K filed July 13, 2018)

Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 on the Registrant’s Current Report on Form 8-K filed July 13, 2018)

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)

NeuroOne Medical Technologies Corporation

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)

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)

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)

Non-Employee Director Compensation Policy (incorporated

by reference to Exhibit 10.40 on the Registrant’s Annual Report on Form 10-K filed April 16, 2018)

Form of Warrant (incorporated by reference to Exhibit

4.1 on the Registrant’s Current Report on Form 8-K filed July 13, 2018)

Form of Registration Rights Agreement (incorporated

by reference to Exhibit 10.2 on the Registrant’s Current Report on Form 8-K filed July 13, 2018)

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)

Medical Technologies Corporation

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

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)

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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)

Exclusive Development and Distribution Agreement dated as

of July 20, 2020 by and between the Company and Zimmer, Inc.

(incorporated by reference to Exhibit 10.1 on the Registrant’s

Current Report on Form 8-K filed on July 22, 2020)

Exclusive Development and Distribution Agreement dated as of July 20, 2020 by and between the Company and Zimmer, Inc.

(incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on July 22, 2020)

Amendment to Exclusive Development and Distribution Agreement by and between the Company and Zimmer, Inc.

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Form of Warrant (incorporated by reference to Exhibit 4.1 on the Registrant’s Current Report on Form 8-K filed on January 15, 2021)

NeuroOne Medical Technologies Corporation

Medical Technologies Corporation

Form of Common Stock and Warrant Purchase Agreement (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on January 15, 2021)

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Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.1 on the Registrant’s Quarterly Report on Form 10-Q filed on August 11, 2022)

Capital on Demand™ Sales Agreement, dated December 21, 2022 between NeuroOne Medical Technologies Corporation and JonesTrading Institutional Services LLC (incorporated by reference to Exhibit 1.1 on the Registrant’s Annual Report on Form 10-K filed on December 22, 2022)

Underwriting Agreement, dated July 24, 2023, between NeuroOne Medical Technologies Corporation and The Benchmark Company, LLC (incorporated by reference to Exhibit 1.1 on the Registrant’s Current Report on Form 8-K filed on July 27, 2023)

Subsidiaries of the Registrant

Consent of Baker Tilly US, LLP

Consent of Honigman LLP (included in Exhibit 5.1)

Certification of Principal Executive Officer Pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

NeuroOne Medical Technologies Corporation Policy for the Recovery of Erroneously Awarded Compensation

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

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104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Indicates filed herewith.

** 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.

Inline XBRL Taxonomy Extension Presentation Linkbase

Cover Page Interactive Data File (formatted as Inline

XBRL and contained in Exhibit 101)

filed herewith.

furnished herewith.

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.

portions of the exhibits that are not material 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.

Certain portions of the

exhibits that are not material 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.

(b) The exhibits listed in Item 15(a)(3) are hereby filed with

this Annual Report.

The exhibits listed in Item 15(a)(3) are hereby filed with this Annual

FORM 10-K SUMMARY

NeuroOne Medical Technologies Corporation

Medical Technologies Corporation

Pursuant to the requirements of Section 13 or

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December 15, 2023

MEDICAL TECHNOLOGIES

NEUROONE MEDICAL TECHNOLOGIES CORPORATION

/s/ DAVID ROSA

Chief Executive Officer

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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.

What changed 10-K

Item 9A. Controls and Procedures