Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures
(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 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
accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow
timely decisions regarding required disclosure.
As of September 30, 2023, our management, with
the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation
of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Disclosure controls and
procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports
we file or submit under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. 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, 2023.
Management’s Annual Report on Internal
Control Over Financial Reporting
Our management is responsible for establishing
and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial
reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that,
in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting
principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and Board of
Directors; 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
Officer and Chief Financial Officer, recognizes that our internal control over financial reporting cannot prevent or detect all errors
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. 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.
Management, with the participation of the Chief
Executive Officer and Chief Financial Officer, assessed our internal control over financial reporting as of September 30, 2023, the end
of our fiscal year. Management based its assessment on criteria established in Internal Control-Integrated Framework (2013) issued by
the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, management has concluded that the Company’s
internal control over financial reporting was effective as of September 30, 2023.
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Medical Technologies Corporation
FORM 10-K
Exemption from Attestation Report of Independent Registered Public
Accounting Firm
This Report does not include an attestation report
of our independent registered public accounting firm regarding internal control over financial reporting. 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.
Changes in 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.
ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS
THAT PREVENT INSPECTIONS
Not applicable.
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FORM 10-K
PART III
ITEM 10. 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
No. 1 – Election of Class I Director,” and “Executive Officers,” and “Board and Committee Information.”
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is hereby
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.”
ITEM 12. 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 “Executive Compensation – Securities Authorized for Issuance under Equity Compensation Plan.”
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by Item 13 is hereby
incorporated by reference to the sections of the 2024 Proxy Statement under the captions “Certain Relationships and Related-Party
Transactions” and “Board and Committee Information.”
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by Item 14 is hereby
incorporated by reference to the sections of the 2024 Proxy Statement under the caption “Proposal No. 2 – Ratification of
Independent Registered Public Accounting Firm.”
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FORM 10-K
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES
(a)
The following documents are filed as part of this Annual Report:
(1)
Financial Statements: The financial statements filed as part of this
Annual Report are listed in Part II, Item 8.
(2)
Financial Statement Schedules:
No financial statement schedules are
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.
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
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)
3.3
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)
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)
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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)
10.3.1 +
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)
10.4 +
2017 Equity Incentive Plan of the Company (incorporated
by reference to Appendix G to Schedule 14C filed on April 20, 2017)
10.4.1 +
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)
10.4.2 +
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)
10.5 +
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)
10.5.1 +
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)
10.6 +
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)
10.7 +
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)
10.8 +
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)
10.9 +
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)
10.10
Form of Warrant (incorporated by reference to Exhibit
4.1 on the Registrant’s Current Report on Form 8-K filed July 13, 2018)
10.11
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)
10.12 +
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)
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FORM 10-K
10.13
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)
10.14
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)
10.15 +
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)
10.16
Form of Conversion Warrant (incorporated by reference to Exhibit 4.2 on the Registrant’s Current Report on Form 8-K filed on March 6, 2019)
10.15
Form of Paulson Placement Agent Warrant (incorporated by reference to Exhibit 4.2 on the Registrant’s Current Report on Form 8-K filed on July 5, 2019)
10.17
Form of HRA Placement Agent Warrant (incorporated by reference to Exhibit 4.3 on the Registrant’s Current Report on Form 8-K filed on July 5, 2019)
10.18
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)
10.19
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)
10.20
Form of Broker Warrant (incorporated by reference to Exhibit 4.1 on the Registrant’s Current Report on Form 8-K filed on January 24, 2020)
10.21
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)
10.22
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)
10.22.1
Amendment to Exclusive Development and Distribution Agreement by and between the Company and Zimmer, Inc. dated January 6, 2021 (incorporated by reference to Exhibit 10.39 on the Registrant’s Annual Report on Form 10-K filed on December 15, 2021)
10.22.2
Second Amendment to Exclusive Development and Distribution Agreement by and between the Company and Zimmer, Inc. dated June 28, 2022 (incorporated by reference to Exhibit 10.1 on the Registrant’s Quarterly Report on Form 10-Q filed on August 11, 2022)
10.22.3
Third Amendment to Exclusive Development and Distribution Agreement by and between the Company and Zimmer, Inc. dated August 2, 2022 (incorporated by reference to Exhibit 10.2 on the Registrant’s Quarterly Report on Form 10-Q filed on August 11, 2022)
10.23 +
Employment Offer Letter, dated as of January 1, 2021, by and between Ron McClurg and the Company (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on January 7, 2021)
10.24
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)
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FORM 10-K
10.25
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)
10.26
Underwriting Agreement, dated October 13, 2021, between NeuroOne Medical Technologies Corporation and Craig-Hallum Capital Group LLC (incorporated by reference to Exhibit 1.1 on the Registrant’s Current Report on Form 8-K filed on October 14, 2021)
10.27
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)
10.28
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)
10.29
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)
21.1*
Subsidiaries of the Registrant
23.1*
Consent of Baker Tilly US, LLP
31.1*
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
31.2*
Certification of Principal Financial 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
32.1**
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1*
NeuroOne Medical Technologies Corporation Policy for the Recovery of Erroneously Awarded Compensation
101.INS
Inline XBRL Instance Document
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase
Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase
Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase
Document
104.1
Cover Page Interactive Data File (formatted as Inline
XBRL and contained in Exhibit 101)
* Indicates
filed herewith.
** Indicates
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. 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.
(c)
None.
ITEM 16. FORM 10-K SUMMARY
None.
76
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FORM 10-K
SIGNATURES
Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: December 15, 2023
NEUROONE MEDICAL TECHNOLOGIES CORPORATION
By:
/s/ DAVID ROSA
David Rosa
Chief Executive Officer
Pursuant to the requirements of the Securities
Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.
SIGNATURE
TITLE
DATE
/s/ DAVID ROSA
Chief Executive Officer and Director
December 15, 2023
David Rosa
(Principal Executive Officer)
/s/ RONALD MCCLURG
Chief Financial Officer
December 15, 2023
Ronald McClurg
(Principal Financial Officer and Principal Accounting Officer)
/s/ PAUL BUCKMAN
Chairman of the Board of Directors
December 15, 2023
Paul Buckman
/s/ EDWARD ANDRLE
Member of the Board of Directors
December 15, 2023
Edward Andrle
/s/ JEFFREY MATHIESEN
Member of the Board of Directors
December 15, 2023
Jeffrey Mathiesen
77