What changed in this filing

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Item 1. Financial Statements

2024-08-14 compared with 2024-05-14 · 446 added, 355 removed, 529 unchanged (60% of the section changed)

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100,000,000 shares authorized;

26,321,750 and 23,928,945 shares issued and outstanding as of March 31, 2024 and September 30, 2023, respectively.

27,846,722 and 23,928,945 shares issued and outstanding as of June 30, 2024 and September 30, 2023, respectively.

Additional paid–in capital

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Total liabilities and stockholders’ equity

See accompanying notes to condensed financial statements

See accompanying notes to condensed financial

NeuroOne Medical Technologies Corporation

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Three Months Ended

Six Months Ended

Nine Months Ended

Product revenue

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( 8,790,506 )

Other income (expense), net

Other income, net

Loss before income taxes

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See accompanying notes to condensed financial

NeuroOne Medical Technologies

NeuroOne Medical Technologies Corporation

Condensed Statements of Changes in Stockholders’

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( 52,559,581 )

Issuance of common stock in connection with at-the-market offering program

Issuance costs in connection with the at-the-market offering program

Issuance of common stock attributed to the at-the-market offering

Issuance costs in connection with the at-the-market offering

Stock-based compensation

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( 56,082,409 )

Balance at September 30, 2023

$ ( 62,686,303 )

Issuance of common stock attributed to equity financings

Issuance costs related to equity financings

Issuance of common stock attributed to the at-the-market offering

Issuance costs in connection with the at-the-market offering

Stock-based compensation

Issuance of common stock upon vesting of restricted stock units

Share repurchases for the payment of employee taxes

( 3,344,900 )

Balance at December 31, 2023

( 66,031,203 )

Issuance of common stock attributed to equity financings

Issuance costs related to equity financings

Stock-based compensation

Issuance of common stock upon vesting of restricted stock units

Share repurchases for the payment of employee taxes

( 3,468,773 )

Balance at March 31, 2024

Balance at June 30, 2023

$ ( 59,551,182 )

at September 30, 2023

of common stock attributed to the at-the-market offering

costs in connection with the at-the market offering

of common stock upon vesting of restricted stock units

repurchases for the payment of employee taxes

at December 31, 2023

of common stock attributed to the at-the-market offering

costs related to the at-the market-offering

of common stock upon vesting of restricted stock units

repurchases for the payment of employee taxes

at March 31, 2024

of common stock attributed to the at-the-market offering

costs related to the at-the-market offering

of common stock upon vesting of restricted stock units

repurchases for the payment of employee taxes

at June 30, 2024

See accompanying notes to condensed financial

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Condensed Statements of Cash Flows

Six Months Ended

For the Nine Months Ended

Operating activities

$ ( 6,199,990 )

$ ( 5,255,597 )

Adjustments to reconcile net loss to net cash used in operating activities:

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Accounts receivable

Prepaid expenses

Prepaids and other assets

Accounts payable

Accrued expenses, deferred revenue, operating leases and other liabilities

( 1,669,283 )

Net cash used in operating activities

( 5,984,554 )

( 7,043,789 )

Investing activities

Purchases of short-term investments

( 1,473,419 )

Maturities of short-term investments

Purchase of property and equipment

Payments for purchase of property and equipment

Net cash (used in) provided by investing activities

Financing activities

Proceeds from issuance of common stock attributed to equity financings

Issuance costs related equity financings

Proceeds from issuance of common stock attributed to the at-the-market offering

Issuance costs related to the at-the-market offering

Share repurchases for the payment of employee taxes

1 unchanged sentence

Net decrease in cash and cash equivalents

( 2,887,838 )

( 4,558,166 )

Cash and cash equivalents at beginning of period

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Supplemental non-cash financing and investing transactions:

Unpaid issuance costs in accounts payable and accrued expenses

Modification of right-of-use asset and associated lease liability

Unpaid deferred issuance costs (offset in prepaids and other assets)

Purchased property and equipment in accounts payable

See accompanying notes to condensed financial

NeuroOne Medical Technologies

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

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Basis of Presentation

NeuroOne Medical Technologies Corporation (the

“Company” or “NeuroOne”), a Delaware corporation, is a medical technology company focused on the development and

commercialization of thin film electrode for continuous electroencephalogram (“cEEG”) and stereoelectrocencephalography (“sEEG”)

recording, monitoring, ablation, drug delivery and brain stimulation solutions to diagnose and treat patients with epilepsy, Parkinson’s

disease, dystonia, essential tremors, chronic pain due to failed back surgeries and other related neurological disorders.

The Company received 510(k) clearance from the

United States (“U.S.”) Food and Drug Administration (“FDA”) for its Evo cortical electrode technology in November

2019 and in October 2022, the Company received 510(k) clearance from the FDA for its Evo® sEEG electrode technology for temporary

(less than 30 days) use with recording, monitoring, and stimulation equipment for the recording, monitoring, and stimulation of electrical

signals at the subsurface level of the brain.

In December 2023, we received 510(k) clearance for our OneRF ablation system for creation

of radiofrequency lesions in nervous tissue for functional neurosurgical procedures.

NeuroOne Medical Technologies

Corporation (the “Company” or “NeuroOne”), a Delaware corporation, is a medical technology company focused on

the development and commercialization of thin film electrode technology for continuous electroencephalogram (“cEEG”) and

stereoelectrocencephalography (“sEEG”), spinal cord stimulation, brain stimulation, drug delivery and ablation solutions

for patients suffering from epilepsy, Parkinson’s disease, dystonia, essential tremors, chronic pain due to failed back surgeries

and other related neurological disorders.

The Company is also developing the capability to use its sEEG electrode technology to deliver

drugs or gene therapy while being able to record brain activity before, during, and after delivery.

Additionally, the Company is investigating

the potential applications of its technology associated with artificial intelligence.

NeuroOne has received 510(k) clearance for three

of its devices from the FDA, including:

(i) its Evo cortical electrode technology for recording, monitoring, and stimulating brain tissue

for up to 30 days, (ii) its Evo sEEG electrode technology for temporary (less than 30 days) use with recording, monitoring, and stimulation

equipment for the recording, monitoring, and stimulation of electrical signals at the subsurface level of the brain, and (iii) its OneRF

ablation system for creation of radiofrequency lesions in nervous tissue for functional neurosurgical procedures.

The Company’s

other products are still under development.

The Company commenced commercial sales of cEEG

strip/grid and electrode cable assembly products beginning in the first quarter of fiscal year 2021.

The Company sold, on a limited application

basis for design verification, sEEG depth electrode products for non-human use beginning in late fiscal year 2021, and commenced commercial

sales of its sEEG depth electrode products in late calendar 2022.

Lastly, the Company initiated a limited commercial launch of its OneRF

ablation system in March 2024.

The Company is based in Eden Prairie, Minnesota.

Global Economic Conditions

Global Economic Condition

Generally, worldwide economic conditions remain

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capital and credit markets may not be available to support future capital raising activity on favorable terms or at all.

If economic conditions

continue to decline, the Company’s future cost of equity or debt capital and access to the capital markets could be adversely affected.

conditions continue to decline, the Company’s future cost of equity or debt capital and access to the capital markets could be

adversely affected.

The Company’s operating results could be

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cash flows for the interim periods, have been made.

The results of operations for the interim periods are not necessarily indicative of

the operating results for the full fiscal year or any future periods.

NeuroOne Medical Technologies

The results of operations for the interim periods are not necessarily indicative

of the operating results for the full fiscal year or any future periods.

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

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The Company has incurred losses since inception, negative cash

flows from operations, and an accumulated deficit of $ 68.9 million as of March 31, 2024.

flows from operations, and an accumulated deficit of $ 71.7 million as of June 30, 2024.

To date, the Company’s revenues have not

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and sale of equity securities.

The Company has adequate liquidity to fund its operations through July 2024.

The raising of additional

funds is not solely within the control of the Company.

These factors raise substantial doubt about the Company’s ability to continue

as a going concern.

The financial statements do not include any adjustments that might result from the outcome of this condition.

Company is unable to raise additional funds, or the Company’s anticipated operating results are not achieved, management believes

planned expenditures may need to be reduced in order to extend the time period that existing resources can fund the Company’s operations.

The Company intends to fund ongoing activities by utilizing its current cash and cash equivalents on hand, from product and collaborations

revenue and by raising additional capital through equity or debt financings.

If management is unable to obtain the necessary capital,

it may have a material adverse effect on the operations of the Company and the development of its technology, or the Company may have

to cease operations altogether.

The Company has adequate liquidity, including the net proceeds from the August 2024 private placement

and August 2024 term loan facility, to fund its operations through July 2025.

The raising of additional funds is not solely within the control

of the Company.

These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The financial

statements do not include any adjustments that might result from the outcome of this condition.

If the Company is unable to raise additional

funds, or the Company’s anticipated operating results are not achieved, management believes planned expenditures may need to be

reduced in order to extend the time period that existing resources can fund the Company’s operations.

The Company intends to fund ongoing activities

by utilizing its current cash and cash equivalents on hand, from product and collaborations revenue and by raising additional capital

through equity or debt financings.

As discussed further in Note 12, on August 2, 2024, the Company closed a private placement and received

net proceeds of approximately $ 2.5 million, and entered into a delayed draw term loan facility in an aggregate principal amount not to

exceed $ 3.0 million.

If management is unable to obtain the necessary capital, it may have a material adverse effect on the operations

of the Company and the development of its technology, or the Company may have to cease operations altogether.

NOTE 3 – Summary of Significant Accounting

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Cash equivalents are stated at cost, which approximates fair value.

The Company’s cash

and cash equivalents may include demand deposit accounts with large financial institutions, institutional money market funds, U.S.

securities, and corporate notes and bonds.

The Company monitors the creditworthiness of the financial institutions, institutional money

market funds, and corporations in which the Company invests its surplus funds.

The Company has experienced no credit losses from its cash

and cash equivalent investments.

The Company’s

cash and cash equivalents may include demand deposit accounts with large financial institutions, institutional money market funds, U.S.

Treasury securities, and corporate notes and bonds.

The Company monitors the creditworthiness of the financial institutions, institutional

money market funds, and corporations in which the Company invests its surplus funds.

The Company has experienced no credit losses from

its cash and cash equivalent investments.

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

Short-Term Investments

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There were no short-term investments

outstanding as of March 31, 2024 and September 30, 2023.

NeuroOne Medical Technologies

Notes to Condensed Financial Statements

outstanding as of June 30, 2024 and September 30, 2023.

Revenue Recognition

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agreement which has current and future revenue recognition implications.

See “Note 7 – Zimmer Development Agreement.”

In addition, the Company has product revenue in connection with

its OneRF product offerings (“OneRF Products”) which is not covered by a distribution agreement.

See “Note 7 –

Zimmer Development Agreement and Other Product Revenue .

In determining the appropriate amount of revenue

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Topic 606 (“ASC 606”).

Performance obligations may include license rights, development services, and services associated with

regulatory submission and approval processes.

Significant management judgment is required to determine the level of effort required under

an arrangement and the period over which the Company expects to complete its performance obligations under the arrangement.

If the Company

cannot reasonably estimate when its performance obligations are either completed or become inconsequential, then revenue recognition is

deferred until the Company can reasonably make such estimates.

Revenue is then recognized over the remaining estimated period of performance

using the cumulative catch-up method.

Performance obligations may include license rights, development services, and services associated

with regulatory submission and approval processes.

Significant management judgment is required to determine the level of effort required

under an arrangement and the period over which the Company expects to complete its performance obligations under the arrangement.

the Company cannot reasonably estimate when its performance obligations are either completed or become inconsequential, then revenue

recognition is deferred until the Company can reasonably make such estimates.

Revenue is then recognized over the remaining estimated

period of performance using the cumulative catch-up method.

Product Revenue

Revenues from product sales are recognized when

control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration

the Company expects to be entitled to in exchange for those goods or services.

At the inception of each customer contract, performance

obligations are identified and the total transaction price is allocated to the performance obligations.

Revenues from product sales are recognized

when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the

consideration the Company expects to be entitled to in exchange for those goods or services.

When the Company has consigned

inventory at a customer, revenue is recognized at the point in time when the customer issues a purchase order to the Company and when control of the promised goods or services is transferred to the Company's customers.

the inception of each customer contract, performance obligations are identified and the total transaction price is allocated to the

performance obligations.

Cost of Product Revenue

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and materials costs incurred by the Company’s third-party contract manufacturer in connection with the Company’s strip and

grid cortical electrodes (the “Strip/Grid Products”), depth electrodes (“sEEG Products) and outside supplier materials

costs in connection with the electrode cable assembly products (“Electrode Cable Assembly Products”).

In addition, cost of

product revenue includes royalty fees incurred in connection with the Company’s license agreements.

grid cortical electrodes (the “Strip/Grid Products”), depth electrodes (“sEEG Products), OneRF Products and outside

supplier materials costs in connection with the electrode cable assembly products (“Electrode Cable Assembly Products”).

In addition, cost of product revenue includes royalty fees incurred in connection with the Company’s license agreements.

Collaborations Revenue

As part of the accounting for collaboration arrangements,

the Company must develop assumptions that require judgment to determine the stand-alone selling price of each performance obligation identified

in the contract.

The Company uses key assumptions to determine the stand-alone selling price, which may include forecasted revenues, development

timelines, reimbursement rates for personnel costs, discount rates and probabilities of technical and regulatory success.

allocates the total transaction price to each performance obligation based on the estimated relative standalone selling prices of the

promised goods or service underlying each performance obligation.

the Company must develop assumptions that require judgment to determine the stand-alone selling price of each performance obligation

identified in the contract.

The Company uses key assumptions to determine the stand-alone selling price, which may include forecasted

revenues, development timelines, reimbursement rates for personnel costs, discount rates and probabilities of technical and regulatory success.

The Company allocates the

total transaction price to each performance obligation based on the estimated relative standalone selling prices of the promised goods

or service underlying each performance obligation.

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

Licenses of intellectual property :

license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in

the arrangement, the Company recognizes revenues from non-refundable, up-front fees allocated to the license when the license is transferred

the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified

in the arrangement, the Company recognizes revenues from non-refundable, up-front fees allocated to the license when the license is transferred

to the customer, and the customer can use and benefit from the license.

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revenues based upon when the customer obtains control of each element.

NeuroOne Medical Technologies

Notes to Condensed Financial Statements

For arrangements that include sales-based royalties,

including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties

relate, the Company recognizes revenue at the later of (a) when the related sales occur, or (b) when the performance obligation to which

some or all of the royalty has been allocated has been satisfied (or partially satisfied).

For arrangements that include

sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item

to which the royalties relate, the Company recognizes revenue at the later of (a) when the related sales occur, or (b) when the performance

obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied).

Fair Value of Financial Instruments

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The three levels of the fair value hierarchy are as follows:

Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the Company at the measurement

Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly,

for substantially the full term of the asset or liability.

Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available,

thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.

As of March 31, 2024 and September 30, 2023, the

Level 1 Inputs:

quoted prices in active markets for identical assets or liabilities accessible to the Company at the measurement date.

Level 2 Inputs:

quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially

the full term of the asset or liability.

Level 3 Inputs:

inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing

for situations in which there is little, if any, market activity for the asset or liability at the measurement date.

As of June 30, 2024 and September 30, 2023, the

fair values of cash, cash equivalents, accounts receivable, inventory, prepaid expenses, accounts payable and accrued expenses and other

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There were no transfers between fair value hierarchy

levels during the three and six months ended March 31, 2024 and 2023.

levels during the three and nine months ended June 30, 2024 and 2023.

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

Intellectual Property

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and repairs are charged directly to expense as incurred.

NeuroOne Medical Technologies

Notes to Condensed Financial Statements

Impairment of Long-Lived Assets

The Company evaluates its long-lived assets, which

consist of licensed intellectual property, property and equipment and right-of-use assets for impairment whenever events or changes in

circumstances indicate that the carrying value of these assets may not be recoverable.

The Company assesses the recoverability of long-lived

assets by determining whether or not the carrying value of such assets will be recovered through undiscounted expected future cash flows.

If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the

fair value of the impaired asset.

Accounts Receivable and

Allowances for Credit Losses

records a provision for credit losses, when appropriate, based on historical experience, current conditions and reasonable supportable

In estimating the allowance for credit losses, the Company considers, among other factors, the estimate of credit losses over

the remaining expected life of the asset, primarily using historical experience and current economic conditions that could affect the

collectability of the balances in the future.

Account balances are charged off against the allowance when the Company believes that it

is probable that the receivable will not be recovered.

The Company evaluates its long-lived assets,

which consist of licensed intellectual property, property and equipment and right-of-use assets for impairment whenever events or changes

in circumstances indicate that the carrying value of these assets may not be recoverable.

The Company assesses the recoverability of

long-lived assets by determining whether or not the carrying value of such assets will be recovered through undiscounted expected future

If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying

value and the fair value of the impaired asset.

Accounts Receivable and Allowances for Credit Losses

The Company records a provision for credit losses,

when appropriate, based on historical experience, current conditions and reasonable supportable forecasts.

In estimating the allowance

for credit losses, the Company considers, among other factors, the estimate of credit losses over the remaining expected life of the

asset, primarily using historical experience and current economic conditions that could affect the collectability of the balances in

Account balances are charged off against the allowance when the Company believes that it is probable that the receivable

will not be recovered.

Actual write-offs may be in excess of the Company’s estimated allowance.

Company has not incurred any bad debt expense to date and no allowance for credit losses has been recorded during the periods

The Company has not incurred

any bad debt expense to date and no allowance for credit losses has been recorded during the periods presented.

Inventory is stated at the lower of cost (using

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demand of the products and spare parts.

The Company’s inventory is currently comprised of Strip/Grid Products, sEEG and electrode

cable assembly component, work-in-process and finished good product.

The Strip/Grid Products and sEEG Products are produced by a third-party

contract manufacturer and the Electrode Cable Assembly Products are obtained from outside suppliers.

No inventory valuation allowance

was required during the periods presented.

The Company’s inventory is currently comprised of Strip/Grid Products, sEEG Products, OneRF

Products and Electrode Cable Assembly Products component, work-in-process and finished good product.

The Strip/Grid Products, sEEG Products

and OneRF Products are produced by a third-party contract manufacturer and the Electrode Cable Assembly Products are obtained from outside

No inventory valuation allowance was required during the periods presented.

Research and Development Costs

Research and development costs are charged

to expense as incurred.

Research and development expenses comprise of costs incurred in performing research and development

activities, including compensation and benefits for research and development employees (including stock-based compensation),

overhead expenses, cost of laboratory supplies, clinical trial and related clinical manufacturing expenses, costs related to

regulatory operations, fees paid to consultants and other outside expenses.

Non-refundable advance payments for goods and services

that will be used in future research and development activities are expensed when the activity is performed or when the goods have

been received, rather than when payment is made, in accordance with ASC 730, Research and Development .

Research and development costs are charged to

expense as incurred.

Research and development expenses comprise of costs incurred in performing research and development activities,

including compensation and benefits for research and development employees (including stock-based compensation), overhead expenses, cost

of laboratory supplies, clinical trial and related clinical manufacturing expenses, costs related to regulatory operations, fees paid

to consultants and other outside expenses.

Non-refundable advance payments for goods and services that will be used in future research and development activities are expensed

when the activity is performed or when the goods have been received, rather than when payment is made, in accordance with ASC 730, Research

and Development .

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

Advertising Expense

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and administrative expenses during the period that it is incurred.

Total advertising expense amounted to $ 15,781 and $ 65,053 for the three

and six months ended March 31, 2024, respectively.

Total advertising expense amounted to $ 53,613 and $ 106,639 for the three and six months

ended March 31, 2023, respectively.

Total advertising expense amounted to $ 45,000 and $ 110,053 for the

three and nine months ended June 30, 2024, respectively.

Total advertising expense amounted to $ 49,492 and $ 156,131 for the three and

nine months ended June 30, 2023, respectively.

Selling, General and Administrative

Selling, general and administrative expenses consist

primarily of personnel-related costs including stock-based compensation for personnel in functions not directly associated with research

and development activities.

Other significant costs include legal and litigation costs relating to corporate matters, intellectual property

costs, professional fees for consultants assisting with regulatory, clinical, product development, financial matters and sales and marketing

in connection with the commercial sales of the Company’s products.

Selling, general and administrative expenses

consist primarily of personnel-related costs including stock-based compensation for personnel in functions not directly associated with

research and development activities.

Other significant costs include legal and litigation costs relating to corporate matters, intellectual

property costs, professional fees for consultants assisting with financial and administrative matters, and sales and marketing in connection

with the commercial sales of the Company’s products.

Stock-Based Compensation

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records forfeitures when they occur.

Stock-based compensation arrangements to non-employees are accounted for in accordance with the applicable

provisions of ASC 718.

NeuroOne Medical Technologies

Notes to Condensed Financial Statements

Stock-based compensation arrangements to non-employees are accounted for in accordance with the

applicable provisions of ASC 718.

Income taxes are accounted for under 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 base and operating loss 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.

Deferred tax assets are reduced by a valuation allowance

if it is more likely than not that some portion or all of the deferred tax asset will not be realized.

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 base and operating loss

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.

Deferred tax assets are reduced by a valuation

allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized.

Net Loss Per Share

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stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.

Diluted earnings or loss per share of common stock

is computed similarly to basic earnings or loss per share except the weighted average shares outstanding are increased to include additional

shares from the assumed exercise of any common stock equivalents, if dilutive.

The Company’s warrants, stock options, and restricted

stock units while outstanding are considered common stock equivalents for this purpose.

Diluted earnings or loss per share of common stock

is computed utilizing the treasury method for the warrants, stock options and restricted stock units.

No incremental common stock equivalents

were included in calculating diluted loss per share because such inclusion would be anti-dilutive given the net loss reported for the

three and six months ended March 31, 2024 and 2023.

Diluted earnings or loss per share of common

stock is computed similarly to basic earnings or loss per share except the weighted average shares outstanding are increased to include

additional shares from the assumed exercise of any common stock equivalents, if dilutive.

The Company’s warrants, stock options,

and restricted stock units while outstanding are considered common stock equivalents for this purpose.

Diluted earnings or loss per share

of common stock is computed utilizing the treasury method for the warrants, stock options and restricted stock units.

No incremental

common stock equivalents were included in calculating diluted loss per share because such inclusion would be anti-dilutive given the

net loss reported for the three and nine months ended June 30, 2024 and 2023.

The following potential common shares were not

considered in the computation of diluted net loss per share as their effect would have been anti-dilutive for the three and six months

ended March 31, 2024 and 2023:

considered in the computation of diluted net loss per share as their effect would have been anti-dilutive for the three and nine months

ended June 30, 2024 and 2023:

Stock options

Restricted stock units

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

Recent Accounting Pronouncements

In November 2023, the FASB issued Accounting Standards

Update (“ASU”) 2023-07 - Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which enhances

reportable segment disclosure requirements, primarily through disclosures of significant segment expenses.

This ASU is effective for fiscal

years beginning after December 15, 2023, including interim periods within fiscal years beginning after December 15, 2024, with early adoption

In November 2023, the FASB issued Accounting

Standards Update (“ASU”) 2023-07 - Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures ,

which enhances reportable segment disclosure requirements, primarily through disclosures of significant segment expenses.

effective for fiscal years beginning after December 15, 2023, including interim periods within fiscal years beginning after December

15, 2024, with early adoption permitted.

The guidance must be applied retrospectively to all prior periods presented.

The Company is currently evaluating the impact

of adoption of this guidance on its financial statements.

The Company is

currently evaluating the impact of adoption of this guidance on its financial statements.

In December 2023, the FASB issued ASU 2023-09

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to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures.

The FASB issued the final ASU to delay adoption for smaller reporting companies to fiscal years beginning after December 15, 2022.

Company adopted the guidance on October 1, 2023.

The Company adopted the guidance on October 1, 2023.

The adoption of this ASU did not have a material impact on the Company’s financial

NeuroOne Medical Technologies

Notes to Condensed Financial Statements

NOTE 4 – Commitments and Contingencies

License Agreement

WARF License Agreement

The Company has entered into an exclusive start-up

company license agreement with the Wisconsin Alumni Research Foundation (“WARF”) for WARF’s neural probe array and thin

film micro electrode technology.

The Company entered into an Amended and Restated Exclusive Start-up Company License Agreement (the “WARF

License”) with WARF on January 21, 2020, which amended and restated in full the prior license agreement between WARF and NeuroOne,

LLC, a predecessor of the Company, dated October 1, 2014, as amended on February 22, 2017, March 30, 2019 and September 18, 2019.

company license agreement with the Wisconsin Alumni Research Foundation (“WARF”) for WARF’s neural probe array and

thin film micro electrode technology.

The Company entered into an Amended and Restated Exclusive Start-up Company License Agreement (the

“WARF License”) with WARF on January 21, 2020, which amended and restated in full the prior license agreement between WARF

and NeuroOne, LLC, a predecessor of the Company, dated October 1, 2014, as amended on February 22, 2017, March 30, 2019 and September

The WARF License grants to the Company an exclusive

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WARF may also terminate the WARF License (i) on 90 days’ notice if we had failed to have commercial

sales of one or more FDA-approved products under the WARF License by June 30, 2021 or (ii) if, after royalties earned on sales begin to

be paid, such earned royalties cease for more than four calendar quarters.

The first commercial sale occurred on December 7, 2020, prior

to the June 30, 2021 deadline.

The WARF License otherwise expires by its terms on the date that no valid claims on the patents licensed

thereunder remain.

sales of one or more FDA-approved products under the WARF License by June 30, 2021 or (ii) if, after royalties earned on sales begin

to be paid, such earned royalties cease for more than four calendar quarters.

The first commercial sale occurred on December 7, 2020,

prior to the June 30, 2021 deadline.

The WARF License otherwise expires by its terms on the date that no valid claims on the patents

licensed thereunder remain.

The Company expects the latest expiration of a licensed patent to occur in 2030.

During the three months ended March 31, 2024 and

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

During the three months ended June 30, 2024 and

2023, $ 37,500 in royalty fees were incurred related to the WARF License during each of these periods.

During the six months ended March

31, 2024 and 2023, $ 75,000 in royalty fees were incurred during each of these periods related to the WARF License, respectively.

fees were reflected as a component of cost of product revenue.

During the nine months ended June

30, 2024 and 2023, $ 112,500 in royalty fees were incurred related to the WARF License during each of these periods.

The royalty fees

were reflected as a component of cost of product revenue.

Mayo Agreement

The Company has an exclusive license and development

4 unchanged sentences

through the term of the Mayo Agreement, set to expire May 25, 2037.

During the three months ended March 31, 2024 and 2023,

$ 4,146 and zero in royalty fees were incurred related to the Mayo Agreement, respectively.

During the six months ended March 31,

2024 and 2023, $ 4,415 and $ 690 in royalty fees were incurred related to the Mayo Agreement, respectively.

The royalty fees were

reflected as a component of cost of product revenue.

NeuroOne Medical Technologies

Notes to Condensed Financial Statements

During the three months ended June 30, 2024 and 2023, zero and

$ 5,727 in royalty fees were incurred related to the Mayo Agreement, respectively.

During the nine months ended June 30, 2024 and

2023, $ 4,415 and $ 6,417 in royalty fees were incurred related to the Mayo Agreement, respectively.

The royalty fees were reflected

as a component of cost of product revenue.

Facility Leases

During the three and six months ended March 31,

Headquarters Lease

On May 20, 2024, the Company amended its non-cancellable

headquarters lease (the “Lease”) with certain landlords (together, the “Landlord”) pursuant to which the Company

leases office space located at 7599 Anagram Drive, Eden Prairie, Minnesota (the “Premises”).

The Company took possession of

the Premises on November 1, 2019, with the term of the Lease ending June 30, 2028, as amended, unless terminated earlier (the “Lease

The base rent for the Premises ranges from $ 6,410 per month to $ 7,107 per month by the end of the Lease Term as amended.

In addition, as long as the Company is not in default under the Lease, the Company will be entitled to an abatement of its base rent for

the first two months of the amended Lease Term beginning in April 2025 and for the last month of the amended Lease Term (June 2028).

addition, the Company pays its pro rata share of the Landlord’s annual operating expenses associated with the Premises.

Los Gatos Lease

On July 1, 2021, the Company entered into a non-cancellable

facility lease (the “Los Gatos Lease”), pursuant to which the Company agreed to rent office space for its research and development

operations located at 718 University Avenue, Suite #111, Los Gatos, California.

The facility space under the Los Gatos Lease is approximately

1,162 square feet.

The Company took possession of the office space on July 2, 2021.

The initial monthly rent under the Los Gatos Lease

was $ 4,241 .

On November 4, 2022, the Los Gatos Lease was extended for an additional two years to December 31, 2024.

The rent under the

extended Los Gatos Lease ranges from $ 4,453 to $ 4,632 per month beginning on January 1, 2023.

During the three and nine months ended June 30,

2024, rent expense associated with the facility leases amounted to $ 43,455 and $ 129,560 , respectively.

During the three and six months

ended March 31, 2023, rent expense associated with the facility leases amounted to $ 43,053 and $ 85,527 , respectively.

During the three and nine months

ended June 30, 2023, rent expense associated with the facility leases amounted to $ 43,053 and $ 128,580 , respectively.

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

Supplemental cash flow information related to

the operating leases was as follows:

Six Months Ended

Cash paid for amounts included in the measurement of lease liability:

Operating cash flows from operating leases

Right-of-use assets obtained in exchange for lease obligations:

Modification of right-of-use asset and associated lease liability:

Operating leases

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Less imputed interest

Short-term portion (included in other liabilities)

Short-term portion in accrued expenses and other liabilities

Long-term portion

Other Contingencies

In the ordinary course of business, from time

1 unchanged sentence

and other claims.

The Company establishes accruals when applicable for matters and commitments which it believes losses are probable and

can be reasonably estimated.

The Company establishes accruals when applicable for matters and commitments which it believes losses are probable

and can be reasonably estimated.

To date, no loss contingency for such matters and potential commitments have been recorded.

Although it is

not possible to predict with certainty the outcome of these matters or potential commitments, the Company is of the opinion that the ultimate

resolution of these matters and potential commitments will not have a material adverse effect on its results of operations or financial

NeuroOne Medical Technologies

it is not possible to predict with certainty the outcome of these matters or potential commitments, the Company is of the opinion that

the ultimate resolution of these matters and potential commitments will not have a material adverse effect on its results of operations

or financial position.

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

8 unchanged sentences

12 - 13 years

Net Intangibles, March 31, 2024

Amortization expense was $ 5,579 and $ 11,158 for

the three and six months ended March 31, 2024, respectively, and $ 5,579 and $ 11,158 for the three and six months ended March 31, 2023,

respectively.

Net Intangibles, June 30, 2024

Amortization expense was $ 5,578 during each of

the three months ended June 30, 2024 and 2023 and $ 16,736 during each of the nine months ended June 30, 2024 and 2023, respectively.

Property and Equipment, Net

7 unchanged sentences

Depreciation expense was $ 57,529 and $ 165,928

for the three months and six months ended March 31, 2024, respectively, and $ 38,331 and $ 68,641 for the three and six months ended March

31, 2023, respectively.

NeuroOne Medical Technologies

for the three months and nine months ended June 30, 2024, respectively, and $ 51,380 and $ 120,021 for the three months and nine months

ended June 30, 2023, respectively.

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

NOTE 6 – Accrued Expenses and Other Liabilities

NOTE 6 – Accrued Expenses and Other

Accrued expenses consisted of the following at

March 31, 2024 and September 30, 2023:

June 30, 2024 and September 30, 2023:

September 30,

3 unchanged sentences

NOTE 7 – Zimmer Development Agreement

and Other Product Revenue

On July 20, 2020, the Company entered into an

19 unchanged sentences

in fiscal year 2020.

On August 2, 2022, the Company entered into

a Third Amendment to Exclusive Development and Distribution Agreement (the “Zimmer Amendment”) with Zimmer.

to the terms and conditions of the Zimmer Amendment, Zimmer made a $ 3.5 million payment to the Company.

On August 2, 2022, the Company entered into a

Third Amendment to Exclusive Development and Distribution Agreement (the “Zimmer Amendment”) with Zimmer.

the terms and conditions of the Zimmer Amendment, Zimmer made a $ 3.5 million payment to the Company.

In consideration of the mutual

2 unchanged sentences

● $ 1.5 million for the sEEG Exclusivity Maintenance Fee;

million for satisfaction of each of the milestone events related to the design of sEEG Products set forth in the Zimmer Development Agreement

even though the satisfaction was after the deadlines originally identified.

● $ 2.0 million for satisfaction of each of the milestone events related to the design of sEEG Products set forth in the Zimmer Development Agreement even though the satisfaction was after the deadlines originally identified.

In addition, in connection with the Zimmer Amendment,

4 unchanged sentences

price of $ 3.00 per share, is exercisable commencing six months from the issuance date, and will expire on August 2, 2027.

value of the 2022 Zimmer Warrant of $ 0.1 million was based on the Black-Scholes pricing model.

value of the 2022 Zimmer Warrant of $ 0.1 million was based on the Black-Scholes

pricing model.

Input assumptions used were as follows:

1 unchanged sentence

expected volatility of 53.5 %;

expected life of 5 years;

expected life

expected dividend yield of 0 %;

and the underlying

fair market of the common stock.

The 2022 Zimmer Warrant was classified in stockholders’ equity as the number of shares were

fixed and determinable, no cash settlement was required and no other provisions precluded equity treatment.

NeuroOne Medical Technologies

and the underlying fair market of the common stock.

The 2022 Zimmer Warrant was classified

in stockholders’ equity as the number of shares were fixed and determinable, no cash settlement was required and no other provisions

precluded equity treatment.

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

The Zimmer Development Agreement will expire on

the tenth anniversary of the date of the first commercial sale of the last Products to achieve a first commercial sale (the “Term”),

The Zimmer Development Agreement will expire

on the tenth anniversary of the date of the first commercial sale of the last Products to achieve a first commercial sale (the “Term”),

unless terminated earlier pursuant to its terms.

Either party may terminate the Zimmer Development Agreement (x) with written notice for

the other party’s material breach following a cure period or (y) if the other party becomes subject to certain insolvency proceedings.

Either party may terminate the Zimmer Development Agreement (x) with written notice

for the other party’s material breach following a cure period or (y) if the other party becomes subject to certain insolvency proceedings.

In addition, Zimmer may terminate the Zimmer Development Agreement for any reason with 90 days’ written notice, and the Company

15 unchanged sentences

and (5) completion of sEEG design modifications as requested by Zimmer.

All performance obligations under

the Zimmer Development Agreement and Zimmer Amendment, outside of the sEEG exclusivity maintenance obligation, were met by September 30,

The remaining performance obligation in deferred revenue as of September 30, 2022 attributed to sEEG exclusivity maintenance was

completed in first quarter of fiscal year 2023.

All performance obligations

under the Zimmer Development Agreement and Zimmer Amendment, outside of the sEEG exclusivity maintenance obligation, were met by September

The remaining performance obligation in deferred revenue as of September 30, 2022 attributed to sEEG exclusivity maintenance

was completed in first quarter of fiscal year 2023.

The aggregate transaction price associated with

5 unchanged sentences

and an expected cost plus margin approach with regard to estimating the standalone selling price for the performance obligations.

Company recognized collaborations revenue in the amount of $ 1,455,188 during the six months ended March 31, 2023 in connection with

Company recognized collaborations revenue in the amount of $ 1,455,188 during the nine months ended June 30, 2023 in connection with

the Zimmer Development Agreement and Zimmer Amendment.

Given the achievement of the milestones under the Zimmer Development Agreement

and Zimmer Amendment by December 31, 2022, no collaborations revenue was recognized during the six months ended March 31, 2024.

and Zimmer Amendment by December 31, 2022, no collaborations revenue was recognized during the nine months ended June 30, 2024.

A reconciliation of the closing balance of deferred

revenue related to the Zimmer Development Agreement and Zimmer Amendment is as follows during the six months ended as of March 31, 2024

revenue related to the Zimmer Development Agreement and Zimmer Amendment is as follows during the nine months ended as of June 30, 2024

Deferred Revenue

2 unchanged sentences

( 1,455,188 )

Balance as of end of period – March 31

Balance as of end of period – June 30

Product Revenue

Product revenue related to the Company’s

Strip/Grid Products, sEEG Products and Electrode Cable Assembly Products.

Product revenue recognized during the three and six months ended

March 31, 2024 was $ 1,377,294 and $ 2,354,943 , respectively.

Product revenue recognized during the three and six months ended March 31,

2023 was $ 466,176 and $ 580,755 , respectively.

NeuroOne Medical Technologies

Strip/Grid Products, sEEG Products, OneRF Products and Electrode Cable Assembly Products.

Product revenue recognized during the three

and nine months ended June 30, 2024 was $ 825,776 and $ 3,180,719 , respectively, inclusive of OneRF Product revenue that amounted to $ 163,549

during the three and nine months ended June 30, 2024.

There was no OneRF Product revenue recognized during the prior year periods presented.

The OneRF Products are not covered by the Zimmer Development Agreement.

Product revenue recognized during the three and nine months ended

June 30, 2023 was $ 629,906 and $ 1,210,661 , respectively.

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

NOTE 8 – Stock-Based Compensation

During the three and six months ended March 31,

During the three and nine months ended June 30,

2024 and 2023, stock-based compensation expense related to stock-based awards was included in selling, general and administrative and

1 unchanged sentence

Three Months Ended

Six Months Ended

Nine Months Ended

Selling, general and administrative

26 unchanged sentences

Stock Options

During the three months ended March 31, 2024 and

2023, under the 2017 Plan, the Company granted 65,000 and 56,781 stock options, respectively, to its board of directors, officers and

During the six months ended March 31, 2024 and 2023, the Company granted 1,225,669 and 130,512 stock options, respectively,

to its board of directors, officers, employees and consultants.

Vesting generally occurs over an immediate to 48 month period based on

a time of service condition.

The grant date fair value of the grants issued during the three months ended March 31, 2024 and 2023 was

$ 0.91 and $ 0.88 per share, respectively.

The grant date fair value of the grants issued during the six months ended March 31, 2024 and

2023 was $ 1.08 and $ 0.75 per share, respectively.

NeuroOne Medical Technologies

During the three months ended June 30, 2024 and

2023, under the 2017 Plan, the Company granted zero and 339,000 stock options, respectively, to its officers, employees and consultants.

During the nine months ended June 30, 2024 and 2023, the Company granted 1,225,669 and 469,512 , respectively, to its board of directors,

officers, employees and consultants.

Vesting generally occurs over an immediate to 48 month period based on a time of service condition.

The grant date fair value of the grants issued during the three months ended June 30, 2023 was $ 0.92 per share.

The grant date fair value

of the grants issued during the nine months ended June 30, 2024 and 2023 was $ 1.08 and $ 0.88 per share, respectively.

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

The total expense for the three months ended March

The total expense for the three months ended June

30, 2024 and 2023 related to stock options was $ 202,338 and $ 158,528 , respectively.

The total expense for the six months ended March 31,

The total expense for the nine months ended June 30,

2024 and 2023 related to stock options was $ 603,957 and $ 482,276 , respectively.

The total number of stock options outstanding as of March

The total number of stock options outstanding as of June

30, 2024 and September 30, 2023 was 2,814,096 and 1,708,427 , respectively.

The weighted-average assumptions used in the Black-Scholes

option-pricing model are as follows for the stock options granted during the three and six months ended March 31, 2024 and 2023:

Three Months Ended

Six Months Ended

option-pricing model are as follows for the stock options granted during the three and nine months ended June 30, 2024 and 2023:

Three Months Ended Nine Months Ended

June 30, June 30,

2024 2023 2024 2023

Expected stock price volatility — % 58.1 % 111.9 % 57.4 %

2 unchanged sentences

Risk free interest rate — % 3.6 % 4.6 % 3.7 %

During the three months ended March 31, 2024 and

2023, 48,295 and 84,778 stock options vested, respectively, and zero stock options were forfeited.

During the six months ended March 31,

2024 and 2023, 104,911 and 212,224 stock options vested, respectively, and 55,000 and zero stock options were forfeited during these periods,

respectively.

During the three and six months ended March 31, 2024 and 2023, no options were exercised.

During the three months ended June 30, 2024 and

2023, 127,583 and 69,947 stock options vested, respectively, and 65,000 and 521 stock options were forfeited during these periods, respectively.

During the nine months ended June 30, 2024 and 2023, 232,494 and 282,172 stock options vested, respectively, and 120,000 and 521 stock

options were forfeited during these periods, respectively.

During the three and nine months ended June 30, 2024 and 2023, no options were

Restricted Stock Units

During the three and six months ended March 31,

2024, the Company granted an aggregate of 1,006,725 restricted stock units (“RSUs”) to its employees and consultants under

the 2017 Plan.

The weighted average grant date fair value of the RSUs granted during the three and six months ended March 31, 2024 was

$ 1.03 per unit.

The RSUs granted vest over a four-year period in equal annual installments on the anniversary date of the grant, subject

to the recipient’s continued service on such dates.

During the three and six months ended March 31,

2023, the Company granted an aggregate of 61,728 RSUs to its board of directors under the 2017 Plan.

The weighted average grant date fair

value of the RSUs granted during the three and six months ended March 31, 2023 was $ 1.62 per unit.

The RSUs vest over a one-year period

in equal monthly installments on the last day of each month, subject to the recipient’s continued service on such dates.

During the three months ended March 31, 2024 and

2023, 32,535 and 219,880 RSUs vested, respectively, and no RSUs were forfeited.

During the six months ended March 31, 2024 and 2023, 70,214

and 241,810 RSUs vested, respectively, and no RSUs were forfeited.

The total expense for the three months ended March 31, 2024 and 2023

related to these RSUs was $ 142,670 and $ 95,625 , respectively.

The total expense for the six months ended March 31, 2024 and 2023 related

to these RSUs was $ 263,877 and $ 214,062 , respectively.

As of March 31, 2024, 183,130 shares were available

During the three and nine months ended June 30,

2024, the Company granted an aggregate of zero and 1,006,725 restricted stock units (“RSUs”) to its officers, employees and

consultants under the 2017 Plan, respectively.

The weighted average grant date fair value of the RSUs granted during the nine months ended

June 30, 2024 was $ 1.03 per unit.

The RSUs granted vest over a four-year period in equal annual installments on the anniversary

date of the grant, subject to the recipient’s continued service on such dates.

During the three and nine months ended June 30,

2023, the Company granted an aggregate of 249,000 and 310,728 RSUs to its board of directors, officers, employees and consultants under

the 2017 Plan, respectively.

The weighted average grant date fair value of the RSUs granted during the three and nine months ended June

30, 2023 was $ 1.59 and $ 1.60 per unit, respectively.

The RSUs vest over a one to three year period with some of the RSUs vesting ratably

on a monthly basis and others vesting at 50 percent on the first anniversary of the grant date with the remaining RSUs vesting in equal

quarterly installments on the last day of each quarter over 24 months, subject to the recipient’s continued service on such dates.

During the three months ended June 30, 2024 and

2023, 162,309 and 52,299 RSUs vested, respectively, and no RSUs were forfeited during these periods.

During the nine months ended June

30, 2024 and 2023, 232,523 and 294,109 RSUs vested, respectively, and no RSUs were forfeited during these periods.

The total expense for

the three months ended June 30, 2024 and 2023 related to these RSUs was $ 136,271 and $ 137,874 , respectively.

The total expense for the

nine months ended June 30, 2024 and 2023 related to these RSUs was $ 400,148 and $ 351,935 , respectively.

As of June 30, 2024, 289,215 shares were available

in the aggregate for future issuance under the 2017 Plan and Inducement Plan.

Unrecognized stock-based compensation was $ 3.1 million as

of March 31, 2024.

The unrecognized share-based expense is expected to be recognized over a weighted average period of 2.7 years.

NeuroOne Medical Technologies

No shares were available for future issuance under the 2016

Equity Incentive Plan.

Unrecognized stock-based compensation was $ 2,713,998 as of June 30, 2024.

The unrecognized share-based expense

is expected to be recognized over a weighted average period of 2.5 years.

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

NOTE 9 – Concentrations

One customer accounts for all of the Company’s product and collaborations

Through March 31, 2024, one customer accounted for all of the Company’s

product and collaborations revenue.

During the three months ended June 30, 2024, the Company initiated a limited commercial launch of

our OneRF ablation system and sold to two additional customers, who accounted for approximately 20 % of the Company’s product revenue

for the period.

The OneRF Products are not covered by a distribution agreement.

Supplier concentration

3 unchanged sentences

NOTE 10 – Income Taxes

The effective tax rate for the three and six months

ended March 31, 2024 and 2023 was zero percent.

As a result of the analysis of all available evidence as of March 31, 2024 and September

The effective tax rate for the three and nine

months ended June 30, 2024 and 2023 was zero percent.

As a result of the analysis of all available evidence as of June 30, 2024 and September

30, 2023, the Company recorded a full valuation allowance on its net deferred tax assets.

Consequently, the Company reported no income

tax benefit during the three and six months ended March 31, 2024 and 2023.

tax benefit during the three and nine months ended June 30, 2024 and 2023.

If the Company’s assumptions change and the

19 unchanged sentences

million of its common stock for sale under the Sales Agreement, including the shares of common stock previously sold.

During the three and six months ended March 31,

During the three and nine months ended June 30,

2024, 1,419,317 and 3,748,913 shares of common stock were issued, respectively, under the ATM for an aggregate offering price of $ 1,683,439

and $ 5,033,906 , respectively.

The total aggregate offering price and common stock issued since inception of the ATM though March 31, 2024

was $ 5,903,123 and 3,769,273 shares, respectively.

Issuance costs incurred under the ATM during the three and six months ended March 31,

2024 were $ 148,382 and $ 186,080 , respectively.

During the three and six months ended March 31,

2023, 516,484 shares of common stock were issued under the ATM for an aggregate offering price of $ 928,257 .

Issuance costs incurred during

the three and six months ended March 31, 2023 was $ 183,359 .

See “Note 12 – Subsequent Events”.

NeuroOne Medical Technologies

Issuance costs incurred under the ATM during the three and nine months ended June 30, 2024 were $ 50,519

and $ 236,599 , respectively.

During the three and nine months ended June 30,

2023, 923,193 and 1,439,677 shares of common stock were issued, respectively, under the ATM for an aggregate offering price of $ 1,624,399

and $ 2,552,656 during these periods, respectively.

Issuance costs incurred during the three and nine months ended June 30, 2023 was $ 51,366

and 234,725 , respectively.

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

The total aggregate offering price and common

stock issued since inception of the ATM though June 30, 2024 was $ 7,586,562 and 5,188,590 shares, respectively.

Cumulative issuance costs

incurred under the ATM through June 30, 2024 were $ 471,323 .

Warrant Activity and Summary

There were no warrant exercises during the three

and six months ended March 31, 2024, and 279,727 and 1,338,860 warrants expired during the three and six months ended March 31, 2024,

respectively.

The following table summarizes information about

warrants outstanding at March 31, 2024:

Average Exercise

There were no warrant exercises and 1,338,860

warrants expired during the nine months ended June 30, 2024, respectively.

The following table summarizes information about warrants outstanding

at June 30, 2024:

Warrants Exercise

Price Per Warrant Weighted Average Exercise Price Weighted Average Term (Years)

Outstanding and exercisable at September 30, 2023 6,202,426 $ 3.00 - 9.00 $ 5.92 2.00

Expired ( 1,338,860 ) $ 7.50 - 9.00 $ 8.69 —

Outstanding and exercisable at June 30, 2024 4,863,566 $ 3.00 - 9.00 $ 5.16 1.73

The following table summarizes information about

warrants outstanding at June 30, 2024:

Exercise Price Number Outstanding Weighted Average

Remaining Contractual

life (Years) Number Exercisable

$ 3.00 350,000 3.09 350,000

1 unchanged sentence

$ 5.61 220,855 4.00 220,855

Outstanding and exercisable at March 31, 2024

$ 6.00 45,171 0.00 * 45,171

The following table summarizes information about

warrants outstanding at March 31, 2024:

Exercise Price

Number Outstanding

Weighted Average

Remaining Contractual

Number Exercisable

$ 8.25 62,906 0.00 * 62,906

$ 9.00 17,952 0.00 * 17,952

Total 4,863,566 4,863,566

NOTE 12 – Subsequent Events

Between April 1 and May 10, 2024, we issued an

additional 1,093,135 shares of common stock for net proceeds in the amount of $ 1,286,844 in connection with the Sales Agreement.

NeuroOne Medical Technologies

Private Placement

On August 2, 2024, the Company closed on a private

placement of an aggregate of 2,944,446 shares of common stock and warrants to purchase an aggregate of 2,208,338 shares of common stock

at a purchase price of $ 0.90 per unit, consisting of one share and a warrant to purchase 0.75 shares of common stock, resulting in gross

proceeds of approximately $ 2.65 million, excluding the proceeds, if any, that the Company may receive in the future from the exercise

of the warrants.

The warrants have an initial exercise price of $ 1.19 per share and are exercisable for a period of three years from the

date of issuance.

A director of the Company participated in the private placement on the same terms and conditions as all other purchasers,

except that the exercise price of such director’s warrant cannot be adjusted below the “Minimum Price” as defined under

Nasdaq rules and regulations.

New Debt Facility Agreement

On August 2, 2024, the Company entered into a loan

and security agreement (the “Debt Facility Agreement”) with Growth Opportunity Funding, LLC, as the lender (the “Lender”),

which provides for a delayed draw term loan facility in an aggregate principal amount not to exceed $ 3.0 million (the “Debt Facility”).

The Company is permitted to borrow loans under the Debt Facility from time to time (collectively, the “Loans”), for general

corporate purposes and subject to certain specified conditions, until the earliest of:

(i) November 30, 2024, (ii) the occurrence of any

monetization or change in control, or (iii) at the Lender’s option, upon the occurrence and during the continuance of an event of

default under the Debt Facility Agreement.

The Loan(s), upon issuance, will be secured by substantially all of the Company’s assets, subject to certain exceptions set forth in the Debt Facility Agreement,

and will be subject to covenants.

The Debt Facility matures on February 2, 2026 .

The outstanding principal

amount of any outstanding Loans will bear interest at a rate of 10 % per annum, payable monthly in arrears and at the maturity date.

of the closing date of the Debt Facility Agreement, no amounts were drawn by the Company thereunder.

On August 2, 2024, the Company paid a one-time standby facility fee of

$ 150,000 and issued 100,000 warrants to Lender to purchase shares of the Company’s common stock at exercise price of $ 0.66 per share.

The warrants are immediately exercisable and expire on August 2, 2029.

Lastly, a cash draw-fee of $ 50,000 is payable and a warrant draw-fee

consisting of the issuance of an additional 50,000 warrants to the Lender is required upon each future funding date under the Debt Facility.

The warrants issuable upon each future funding date will have an exercise price of $ 0.66 per share and will have a five year term.

NeuroOne Medical Technologies Corporation

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-Q

Item 1. Financial Statements