What changed in this filing

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Item 1A. Risk Factors

2024-08-14 compared with 2024-05-14 · 51 added, 10 removed, 5 unchanged (92% of the section changed)

In addition to the other information set forth

elsewhere in this Report, you should carefully consider the factors discussed in Part I, Item 1A “Risk Factors” of the Company’s

Annual Report on Form 10-K for the year ended September 30, 2023.

Such factors, if they were to occur, could cause our actual results

to differ materially from those expressed in our forward-looking statements in this Report, and materially adversely affect our financial

condition or future results.

Although we are not aware of any other factors that we currently anticipate will cause our forward-looking

statements to differ materially from our future actual results, or materially affect the Company’s financial condition or future

results, additional risks and uncertainties not currently known to us or that we currently deem to be immaterial might materially adversely

affect our actual business, financial condition and/or operating results.

In addition to the information set forth below

and other information set forth elsewhere in this Report, you should carefully consider the factors discussed in Part I, Item 1A “Risk

Factors” of the Company’s Annual Report on Form 10-K for the year ended September 30, 2023.

Such factors, if they were

to occur, could cause our actual results to differ materially from those expressed in our forward-looking statements in this Report, and

materially adversely affect our financial condition or future results.

Although we are not aware of any other factors that we currently

anticipate will cause our forward-looking statements to differ materially from our future actual results, or materially affect the Company’s

financial condition or future results, additional risks and uncertainties not currently known to us or that we currently deem to be immaterial

might materially adversely affect our actual business, financial condition and/or operating results.

Risk Related to our Common Stock

Nasdaq may delist our common stock from

its exchange which could limit your ability to make transactions in our securities and subject us to additional trading restrictions.

On July 11, 2024, we received a letter (the “Notice”)

from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) notifying us that

because the closing bid price of our common stock was below $1.00 per share for the prior 30 consecutive business days, we are not in

compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Marketplace

Rule 5550(a)(2) (the “Minimum Bid Price Requirement”).

In accordance with Nasdaq Marketplace Rule 5810(c)(3)(A),

we have a period of 180 calendar days from July 11, 2024, or until January 7, 2025, to regain compliance with the Minimum Bid Price Requirement.

If at any time before January 7, 2025, the closing bid price of our common stock closes at or above $1.00 per share for a minimum of 10

consecutive business days (which number days may be extended by Nasdaq), Nasdaq will provide written notification that we have achieved

compliance with the Minimum Bid Price Requirement, and the matter would be resolved.

The Notice also disclosed that in the event we

do not regain compliance with the Rule by January 7, 2025, we may be eligible for additional time.

To qualify for additional time, we

would be required to meet the applicable market value of publicly held shares requirement for continued listing and all other applicable

standards for initial listing on The Nasdaq Capital Market, with the exception of the bid price requirement, and would need to provide

written notice of its intention to cure the deficiency during the second compliance period.

If we meet these requirements, Nasdaq will

inform us that it has been granted an additional 180 calendar days.

However, if it appears to the Staff that we will not be able to cure

the deficiency, or if we are otherwise not eligible, Nasdaq will provide notice that our securities will be subject to delisting.

We intend to continue actively monitor the closing

bid price for our common stock between now and January 7, 2025, and will consider available options to resolve the deficiency and regain

compliance with the Minimum Bid Price Requirement.

If we do not regain compliance within the allotted compliance period, including any

extensions that may be granted by Nasdaq, Nasdaq will provide notice that our common stock will be subject to delisting.

We would then

be entitled to appeal that determination to a Nasdaq hearings panel.

There can be no assurance that we will regain compliance with the

Minimum Bid Price Requirement during the 180-day compliance period, secure a second period of 180 calendar days to regain compliance,

or maintain compliance with the other Nasdaq listing requirements.

If our common stock is delisted from Nasdaq, our

ability to raise capital through public offerings of our securities and to finance our operations could be adversely affected.

believe that delisting would likely result in decreased liquidity and/or increased volatility in our common stock and could harm our business

and future prospects.

In addition, we believe that, if our common stock is delisted, our stockholders would likely find it more difficult

to obtain accurate quotations as to the price of the common stock and it may be more difficult for stockholders to buy or sell our common

stock at competitive market prices, or at all.

NeuroOne Medical Technologies Corporation

Unregistered Sales of Equity Securities

4 unchanged sentences

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 1A. Risk Factors