What changed in this filing

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Item 1. Financial Statements

2025-05-13 compared with 2025-02-12 · 472 added, 371 removed, 528 unchanged (61% of the section changed)

27 unchanged sentences

100,000,000 shares authorized;

30,841,830 and 30,816,499 shares issued and outstanding as of December 31, 2024 and September 30, 2024, respectively.

31,385,526 and 30,816,499 shares issued and outstanding as of March 31, 2025 and September 30, 2024, respectively.

Additional paid–in capital

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Condensed Statements of Operations

For the three months ended

Three Months Ended

Six Months Ended

Product revenue

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Total operating expenses

Income (loss) from operations

Loss from operations

( 2,680,016 )

( 2,886,098 )

( 6,276,573 )

Fair value change in warrant liability

Financing cost

Income (loss) before income taxes

Financing costs

Other income, net

Loss before income taxes

( 2,270,607 )

( 2,855,090 )

( 6,199,990 )

Provision for income taxes

Net income (loss)

$ ( 2,270,607 )

Net income (loss) per share:

$ ( 2,855,090 )

$ ( 485,285 )

$ ( 6,199,990 )

Net loss per share:

Basic and diluted

Number of shares used in per share calculations:

Basic and diluted

See accompanying notes to condensed financial statements

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( 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

( 2,855,090 )

Balance at March 31, 2024

$ ( 68,886,293 )

Stockholders’

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( 73,219,091 )

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

( 2,270,607 )

Balance at March 31, 2025

$ ( 75,489,698 )

See accompanying notes to condensed financial statements

1 unchanged sentence

Condensed Statements of Cash Flows

For the three months ended

Six Months Ended

Operating activities

Net income (loss)

$ ( 485,285 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

$ ( 6,199,990 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Amortization and depreciation

Amortization of deferred offering costs

Debt termination costs reclassed to financing activities

Stock-based compensation

Fair value change in warrant liability

Amortization of deferred offering costs

Non-cash lease expense

Fair value change in warrant liability

Debt termination costs reclassed to financing activities

Change in assets and liabilities:

Accounts receivable

( 2,192,277 )

Prepaid expenses and other assets

Prepaid expenses

Accounts payable

Accrued expenses, operating leases and other liabilities

Accrued expenses, deferred revenue, operating leases and other liabilities

Net cash provided by (used in) operating activities

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Proceeds from issuance of common stock attributed to equity financings

Issuance costs attributed to common stock and warrants issued in private placements

Issuance costs related equity financings

Financing costs in connection with debt facility

Deferred issuance costs in connection with at-the-market offering program

Share repurchases for the payment of employee taxes

Net cash (used in) provided by financing activities

Net decrease in cash

Net decrease in cash and cash equivalents

( 2,887,838 )

Cash at beginning of period

Cash at end of period

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

Supplemental non-cash financing and investing transactions:

Unpaid deferred offering costs attributed to the at-the-market offering program

Unpaid debt issuance costs

Unpaid issuance costs in accounts payable and accrued expenses

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

Purchased property and equipment in accounts payable

See accompanying notes to condensed financial statements

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Notes to Condensed Financial Statements

NOTE 1 – Description of Business and Basis of Presentation

NOTE 1 – Description of Business and

Basis of Presentation

NeuroOne Medical Technologies Corporation (the

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

The Company received 510(k) clearance for three

of its devices from the U.S.

Food and Drug Administration (“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 has received 510(k) clearance from

the United States (“U.S.”) Food and Drug Administration (“FDA”) for three of its devices:

(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 has a distribution agreement with Zimmer, Inc.

(“Zimmer”) providing Zimmer

with a license to commercialize and distribute these three products in the brain.

The Company’s other products and indications are

still under development.

providing Zimmer with a license to commercialize and distribute these three products in the brain.

The Company’s other products

and indications are still under development.

The Company is based in Eden Prairie, Minnesota.

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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 does not currently anticipate any meaningful impact from current or proposed tariffs on imported goods.

The Company’s operating results could be

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GAAP”) have been condensed or omitted pursuant to such rules and regulations.

The condensed

financial statements may not include all disclosures required by U.S.

however, the Company believes that the disclosures are adequate

to make the information presented not misleading.

These unaudited condensed financial statements should be read in conjunction with the

audited financial statements and the notes thereto for the year ended September 30, 2024 included in the Company’s Annual Report

on Form 10-K.

The condensed financial statements may not include all disclosures required by U.S.

however, the Company believes that the disclosures

are adequate to make the information presented not misleading.

These unaudited condensed financial statements should be read in conjunction

with the audited financial statements and the notes thereto for the year ended September 30, 2024 included in the Company’s Annual

Report on Form 10-K.

The condensed balance sheet at September 30, 2024 was derived from the audited financial statements of the Company.

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Notes to Condensed Financial Statements

NOTE 2 - Going Concern

The accompanying condensed financial statements

have been prepared on the basis that the Company will continue as a going concern.

The Company has incurred losses since inception, negative

cash flows from operations since inception, and an accumulated deficit of $ 73.2 million as of December 31, 2024.

To date, the Company’s

revenues have not been sufficient to cover its full operating costs, and as such, it has been dependent on funding operations through

the issuance of debt and sale of equity securities.

The Company has adequate liquidity to fund its operations through April 2025.

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 to extend the time period that existing resources can fund the Company’s

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

license 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.

NOTE 2 – Liquidity

The accompanying condensed financial

statements have been prepared on the basis that the Company will continue as a going concern.

The Company has incurred losses since

inception, negative cash flows from operations since inception, and an accumulated deficit of $ 75.5 million as of March 31, 2025.

date, the Company’s revenues have not been sufficient to cover its full operating costs, and as such, it has been dependent on

funding operations through the issuance of debt and sale of equity securities which previously resulted in substantial doubt

regarding the Company's ability to continue as a going concern.

As of March 31, 2025, the Company had $ 1.3 million in cash and cash

equivalents and, as disclosed in “Note 13 – Subsequent Events,” the Company received net proceeds of approximately

$ 8.2 million from the April 2025 Financing.

The Company believes its current available cash and cash equivalents inclusive of the

April 2025 Financing, coupled with the anticipated increase in product revenues from minimum purchases and improved gross margins

under the Zimmer Amendment and forecasted operating expense reductions, will be sufficient to fund the Company’s planned

expenditures and meet its obligations for at least twelve months from the date of issuance of these financial statements.

In the future, the Company may need to raise additional

funds until it is able to generate sufficient revenues to fund its development activities.

The Company’s future operating activities,

coupled with its plans to raise capital or issue debt financing, may provide additional liquidity in the future;

however, these actions

are not solely within the control of the Company and the Company is unable to predict the outcome of these actions to generate the liquidity

ultimately required.

NOTE 3 – Summary of Significant Accounting

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with an original contractual maturity on date of purchase of less than or equal to three months to be classified and presented as cash

equivalents on the balance sheets.

equivalents on the condensed balance sheets.

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.

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

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.

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

Revenue Recognition

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agreement which has current and future revenue recognition implications.

See “Note 7 – Zimmer Distribution Agreement

and Other Product Revenue.

In determining the appropriate amount of revenue

to be recognized as it fulfills its obligations under its agreements, the Company performs the following steps:

(i) identification of

the promised goods or services in the contract;

(ii) determination of whether the promised goods or services are performance obligations,

including whether they are distinct in the context of the contract;

(iii) measurement of the transaction price, including the constraint

on variable consideration;

(iv) allocation of the transaction price to the performance obligations based on estimated selling prices;

and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

See “Note 7 – Zimmer Distribution Agreement and Other

Product Revenue.”

In determining the appropriate amount of

revenue to be recognized as it fulfills its obligations under its agreements, the Company performs the following steps:

identification of the promised goods or services in the contract;

(ii) determination of whether the promised goods or services are

performance obligations, including whether they are distinct in the context of the contract;

(iii) measurement of the transaction

price, including the constraint on variable consideration;

(iv) allocation of the transaction price to the performance obligations

based on estimated selling prices;

and (v) recognition of revenue when (or as) the Company satisfies each performance

A performance obligation is a promise in a contract

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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.

At the inception of each customer contract, performance obligations are identified,

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

At 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

Cost of product revenue consists of the manufacturing

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

grid cortical electrodes (the “Strip/Grid Products”), depth electrodes (“sEEG Products), OneRF product offerings (“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.

and materials costs incurred by the Company’s third-party contract manufacturers in connection with OneRF Ablation system (the “OneRF

Products”), 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.

License Revenue

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promised goods or service underlying each performance obligation.

Licenses of intellectual property and distribution

If the license to the Company’s intellectual property or distribution rights to an underlying product 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 or distribution rights when the license or distribution right is transferred to the customer, and the customer

can use and benefit from the license or distribution right.

For licenses or distribution rights that are bundled with other promises,

the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance

obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of

recognizing revenue from non-refundable, up-front fees.

The Company evaluates the measure of progress each reporting period and, if necessary,

adjusts the measure of performance and related revenue recognition.

Milestone payments:

At the inception of each arrangement

that includes milestone payments, the Company evaluates whether the milestones are considered probable of being achieved and estimates

the amount to be included in the transaction price using the most likely amount method.

If it is probable that a significant revenue reversal

will not occur, the value of the associated milestone (such as a regulatory submission) is included in the transaction price.

payments that are not within the control of the Company, such as approvals from regulators, are not considered probable of being achieved

until those approvals are received.

When the Company’s assessment of probability of achievement changes and variable consideration

becomes probable, any additional estimated consideration is allocated to each performance obligation based on the estimated relative standalone

selling prices of the promised goods or service underlying each performance obligation and recorded in license revenues based upon when

the customer obtains control of each element.

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).

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

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

For licenses that are bundled with other promises, the Company

utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation

is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing

revenue from non-refundable, up-front fees.

The Company evaluates the measure of progress each reporting period and, if necessary, adjusts

the measure of performance and related revenue recognition.

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

Milestone payments :

At the inception

of each arrangement that includes milestone payments, the Company evaluates whether the milestones are considered probable of being

achieved and estimates the amount to be included in the transaction price using the most likely amount method.

If it is probable

that a significant revenue reversal will not occur, the value of the associated milestone (such as a regulatory submission) is

included in the transaction price.

Milestone payments that are not within the control of the Company, such as approvals from

regulators, are not considered probable of being achieved until those approvals are received.

When the Company’s assessment of

probability of achievement changes and variable consideration becomes probable, any additional estimated consideration is allocated

to each performance obligation based on the estimated relative standalone selling prices of the promised goods or service underlying

each performance obligation and recorded in license revenues based upon when the customer obtains control of each element.

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).

Warrant Liability

The Company issued warrants in connection with

its 2024 Private Placement (See Note 9– Stockholders’ Equity).

The Company accounts for these warrants as a liability at fair

value when warrant pricing protection provisions are not available to other common stockholders.

Additionally, issuance costs associated

with the warrant liability are expensed as incurred and reflected as a financing cost in the accompanying condensed statements of operations.

The Company adjusts the liability for changes in fair value until the earlier of the exercise or expiration of the warrants for any period

when pricing protections remain in place.

Any future change in the fair value of the warrant liability is recognized in the condensed

statements of operations under the fair value change in the warrant liability line item.

its 2024 Private Placement.

See “Note 12– Stockholders’ Equity”.

The Company accounts for these warrants as a

liability at fair value when warrant pricing protection provisions are not available to other common stockholders.

Additionally, issuance

costs associated with the warrant liability are expensed as incurred and reflected as a financing cost in the accompanying condensed statements

of operations.

The Company adjusts the liability for changes in fair value until the earlier of the exercise or expiration of the warrants

for any period when pricing protections remain in place.

Any future change in the fair value of the warrant liability is recognized in

the condensed statements of operations under the fair value change in the warrant liability line item.

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 December 31, 2024 and September 30, 2024,

the fair values of cash, cash equivalents, accounts receivable, inventory, prepaids and deferred offering costs, accounts payable and

accrued expenses and other liabilities approximated their carrying values because of the short-term nature of these assets or liabilities.

The fair value of the warrant liability was based on Level 3 inputs as well as the Company’s underlying stock price and associated

volatility, expected term of the warrants and market interest rates.

There were no transfers between fair value hierarchy levels

during the three months ended December 31, 2024 and 2023.

Level 1 Inputs:

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

Level 2 Inputs:

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.

Level 3 Inputs:

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, 2025 and September 30, 2024, the

fair values of cash, cash equivalents, accounts receivable, inventory, prepaids and deferred offering costs, accounts payable and accrued

expenses and other liabilities approximated their carrying values because of the short-term nature of these assets or liabilities.

fair value of the warrant liability was based on Level 3 inputs as well as the Company’s underlying stock price and associated volatility,

expected term of the warrants and market interest rates.

There were no transfers between fair value hierarchy levels during the

three and six months ended March 31, 2025 and 2024.

The fair value of financial instruments measured

on a recurring basis is as follows:

As of December 31, 2024

As of March 31, 2025

Warrant liability

Total liabilities at fair value

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

As of September 30, 2024

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The following table provides a roll-forward of

the warrant liability measured at fair value on a recurring basis using unobservable level 3 inputs for the three months ended December

the warrant liability measured at fair value on a recurring basis using unobservable level 3 inputs for the six months ended March

Warrant liability

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Balance as of end of period

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

There were no financial instruments measured on

a non-recurring basis during the periods presented.

Intellectual Property

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

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

Inventory is stated at the lower of cost (using

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Total advertising expense amounted to $ 45,000 and $ 83,543 for the three

months ended December 31, 2024 and 2023, respectively.

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

and six months ended March 31, 2025, respectively.

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

ended March 31, 2024, respectively.

Selling, General and Administrative

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

Net income (loss) per share

Basic net income (loss) per share of common stock

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

Diluted net income or loss per share of common stock is computed similarly to basic net income 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 net income or loss per share is computed utilizing the treasury method for the warrants, stock options and restricted

Incremental common stock equivalents that were antidilutive were excluded in calculating diluted net income or loss per share.

For the three months ended December 31, 2023, no common stock equivalents were included in the diluted net loss per share because such

inclusion would be anti-dilutive given the net loss reported for the prior year period.

The following table presents the computation of

weighted average common shares considered in the computation of diluted net income (loss) per share during the three months ended December

Denominator (weighted average shares)

Basic common shares outstanding

Dilutive stock options

Dilutive warrants

Diluted common shares outstanding

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

Net Loss Per Share

For the Company, basic loss per share of common

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, 2025 and 2024.

The following potential common shares were not

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

ended December 31:

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

March 31, 2025 and 2024:

Stock options

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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.

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 permitted.

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

The Company adopted this guidance on October 1,

The Company adopted this guidance

on October 1, 2024.

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

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NOTE 4 – Commitments and Contingencies

WARF License Agreement

License Agreement

The Company has entered into an exclusive start-up

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

The WARF License grants to the Company an exclusive

license to make, use and sell, in the United States only, products that employ certain licensed patents for a neural probe array

or thin-film micro electrode array and method.

The Company agreed to pay WARF a royalty equal to a single-digit percentage of our product

sales pursuant to the WARF License, with a minimum annual royalty payment of $ 50,000 for 2020, $ 100,000 for 2021 and $ 150,000 for

2022 and each calendar year thereafter that the WARF License is in effect.

If the Company or any of its sublicensees contest the validity

of any licensed patent, the royalty rate will be doubled during the pendency of such contest and, if the contested patent is found to

be valid and would be infringed by the Company if not for the WARF License, the royalty rate will be tripled for the remaining term of

the WARF License.

The WARF License grants to the Company an

exclusive license to make, use and sell, in the United States only, products that employ certain licensed patents for a neural

probe array or thin-film micro electrode array and method.

The Company agreed to pay WARF a royalty equal to a single-digit

percentage of our product sales pursuant to the WARF License, with a minimum annual royalty payment of $ 50,000 for 2020,

$ 100,000 for 2021 and $ 150,000 for 2022 and each calendar year thereafter that the WARF License is in effect.

Company or any of its sublicensees contest the validity of any licensed patent, the royalty rate will be doubled during the pendency

of such contest and, if the contested patent is found to be valid and would be infringed by the Company if not for the WARF License,

the royalty rate will be tripled for the remaining term of the WARF License.

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

WARF may terminate the WARF License on 30 days’

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

During the three months ended December

31, 2024 and 2023, $ 37,500 in royalty fees were incurred related to the WARF License during each of these periods and were reflected as

a component of cost of product revenue.

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

Mayo Agreement

During the three months ended March 31, 2025 and

2024, $ 37,500 in royalty fees were incurred related to the WARF License during each of these periods.

During the six months ended March

31, 2025 and 2024, $ 75,000 in royalty fees were incurred during each of these periods related to the WARF License.

The royalty fees were

reflected as a component of cost of product revenue.

The Company has an exclusive license and development

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

During the three months ended December 31, 2024 and 2023, zero

and $ 269 in royalty fees were incurred related to the Mayo Agreement, respectively, and were reflected as a component of cost of product

During the three months ended March 31, 2025 and 2024,

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

During the six months ended March 31,

2025 and 2024, zero and $ 4,415 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

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to $ 5,087 per month beginning on January 1, 2025.

During the three months ended December 31, 2024

and 2023, rent expense associated with the facility leases, including cancellable arrangements, amounted to $ 69,178 and $ 43,053 , respectively.

Supplemental cash flow information related to the operating leases

was as follows:

For the three months ended

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

During the three and six months ended March 31,

2025, rent expense associated with the facility leases amounted to $ 70,065 and $ 139,243 , respectively.

During the three and six months

ended March 31, 2024, rent expense associated with the facility leases amounted to $ 43,052 and $ 86,105 , respectively

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:

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

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

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

Operating leases

Supplemental balance sheet information related

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Other Contingencies

In the ordinary course of business, from time

to time, the Company may be subject to a broad range of claims and legal proceedings that relate to contractual allegations, patent infringement

and other claims.

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

In the ordinary course of business, from

time to time, the Company may be subject to a broad range of claims and legal proceedings that relate to contractual allegations,

patent infringement and other claims.

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 position.

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

NOTE 5 – Supplemental Balance Sheet Information

7 unchanged sentences

12 - 13 years

Net Intangibles, December 31, 2024

Amortization expense was $ 5,579 for each of the

three months ended December 31, 2024 and 2023.

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

Property and Equipment

Net Intangibles, March 31, 2025

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

the three and six months ended March 31, 2025, respectively, and $ 5,579 and $ 11,158 for the three and six months ended March 31, 2024,

respectively.

Property and Equipment, Net

Property and equipment held for use by category

5 unchanged sentences

Property and equipment, net

Depreciation expense was $ 59,548 and $ 53,078 for

the three months ended December 31, 2024 and 2023, respectively.

Depreciation expense was $ 60,055 and $ 119,603

for the three months and six months ended March 31, 2025, respectively, and $ 55,321 and $ 108,399 for the three and six months ended March

31, 2024, respectively.

NOTE 6 – Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted

of the following :

Accrued expenses consisted of the following at

March 31, 2025 and September 30, 2024:

September 30,

2 unchanged sentences

Royalty payments

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

NOTE 7 – Zimmer Distribution Agreement

and Other Product Revenue

On October 25, 2024, the Company entered into the Zimmer Amended and

Restated Distribution Agreement (the “Amendment”) with Zimmer pursuant to which the Company granted Zimmer the exclusive right

and license to distribute its OneRF Ablation System for an upfront payment of $ 3.0 million, with eligibility for an additional $ 1.0 million

payment from Zimmer upon achievement of certain specified net sales milestones.

On October 25, 2024, the Company entered

into the Zimmer Amended and Restated Distribution Agreement (the “Amendment”) with Zimmer pursuant to which the Company granted

Zimmer the exclusive right and license to distribute its OneRF Ablation System for an upfront payment of $ 3.0 million, with eligibility

for an additional $ 1.0 million payment from Zimmer upon achievement of certain specified net sales milestones.

The Company and Zimmer previously entered into

25 unchanged sentences

31, 2034 for the OneRF™ Product System.

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

License Revenue

The Amendment was accounted for under the provisions of ASC 606 as

a separate contract from the prior EDDAs.

In accordance with the provisions under ASC 606, the Company identified the transfer of

the RF Distribution License as the sole performance obligation of the RF Distribution License.

The distribution rights granted to Zimmer,

inclusive of the access to the underlying intellectual property for future production of the OneRF Product if required, was found to have

significant standalone functionality as no additional substantive input was required by the Company on a go forward basis.

Lastly, ancillary

support related to the Amendment was concluded to be a perfunctory obligation and de minimis in terms of required resources.

The Amendment was accounted for under the provisions

of ASC 606 as a separate contract from the prior EDDAs.

In accordance with the provisions under ASC 606, the Company identified the

transfer of the RF Distribution License as the sole performance obligation of the RF Distribution License.

The distribution rights granted

to Zimmer, inclusive of the access to the underlying intellectual property for future production of the OneRF Product if required, was

found to have significant standalone functionality as no additional substantive input was required by the Company on a go forward basis.

Lastly, ancillary support related to the Amendment was concluded to be a perfunctory obligation and de minimis in terms of required resources.

The transaction price associated with the Amendment

was $ 3.0 million, which was comprised solely of the One RF Exclusivity Fee and was allocated totally to RF Distribution License performance

was $ 3.0 million, which was comprised solely of the OneRF Exclusivity Fee and was allocated totally to RF Distribution License performance

Sales Volume Milestone and Payment

6 unchanged sentences

Recognition of License Revenue

The Company determined that the RF Distribution

License represented functional intellectual property given Zimmer’s access to the underlying intellectual property associated with

the OneRF Product.

As such, the revenue related to the licenses was recognized at the point in time in which the license/know-how was

delivered to Zimmer which occurred in October 2024.

Revenue recognized under the Amendment during the three months ended December

31, 2024 was $ 3.0 million.

The Company determined that the RF

Distribution License represented functional intellectual property given Zimmer’s access to the underlying intellectual

property associated with the OneRF Product.

As such, the revenue related to the licenses was recognized at the point in time in

which the license/know-how was delivered to Zimmer which occurred in October 2024.

Revenue recognized under the Amendment

during the six months ended March 31, 2025 was $ 3.0 million.

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

Product Revenue

1 unchanged sentence

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

Product revenue recognized during the three

months ended December 31, 2024 and 2023 was $ 3,274,167 and $ 977,649 , respectively.

All product revenue was comprised of OneRF Product

revenue during the three months ended December 31, 2024.

There was no OneRF Product revenue recognized during the prior year period

OneRF Products were subject to the Amendment upon its execution in October 2024.

Product revenue recognized during the three and

six months ended March 31, 2025 was $ 1,386,550 and $ 4,660,717 , respectively and was comprised solely of OneRF Product revenue.

OneRF Products

were subject to the Amendment upon its execution in October 2024.

Product revenue recognized during the three and

six months ended March 31, 2024 was $ 1,377,294 and $ 2,354,943 , respectively, and was comprised of Strip/Grid Products, sEEG Products and

Electrode Cable Assembly Products.

NOTE 8 – Stock-Based Compensation

During the three months ended December 31, 2024

and 2023, stock-based compensation expense was included in selling, general and administrative and research and development costs as follows

in the accompanying condensed statements of operations.

During the three and six months ended March 31,

2025 and 2024, stock-based compensation expense related to stock-based awards was included in selling, general and administrative and

research and development costs as follows in the accompanying condensed statements of operations.

Three Months Ended

Six Months Ended

Selling, general and administrative

1 unchanged sentence

Total stock-based compensation expense

The Company’s 2017 Equity Incentive Plan

(“2017 Plan”) provides for the issuance of restricted shares and stock options to employees, directors, and consultants of

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

2025 Equity Incentive Plan

On January 10, 2025,

the Board of Directors of the Company adopted the NeuroOne Medical Technologies Corporation 2025 Equity Incentive Plan (the “2025

On February 14, 2025, at the 2025 annual meeting of stockholders, the stockholders of the Company approved the 2025 Plan.

The 2025 Plan is the

successor to and continuation of the 2017 Plan and to the 2016 Plan (the “Prior Plans”).

As of the Effective Date, (i) no

additional awards may be granted under the Prior Plans;

(ii) any Returning Shares will become available for issuance pursuant to Awards

granted under the 2025 Plan;

and (iii) all outstanding awards granted under the Prior Plans will remain subject to the terms of the Prior

Plans (except to the extent such outstanding awards result in returning shares that become available for issuance pursuant to awards granted

under the 2025 Plan.

Initially, the maximum

number of shares of the Company’s Common Stock (the “Common Stock”), that may be issued under the 2025 Plan may not

exceed (1) 3,000,000 and (2) any shares subject to outstanding stock awards under the NeuroOne Medical Technologies 2017 Equity Incentive

Plan that are forfeited or otherwise returned to the share reserve.

Inducement Plan

In addition to the Company’s 2017 Plan,

the Company adopted the NeuroOne Medical Technologies Corporation 2021 Inducement Plan (the “Inducement Plan”) on October

4, 2021, pursuant to which the Company reserved 420,350 shares of its common stock to be used exclusively for grants of awards to individuals

who were not previously employees or directors of the Company, as an inducement material to the individual’s entry into employment

with the Company within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules.

In October 2021, the Company adopted the

NeuroOne Medical Technologies Corporation 2021 Inducement Plan (the “Inducement Plan”), pursuant to which the Company

reserved 420,350 shares of its common stock to be used exclusively for grants of awards to individuals who were not

previously employees or directors of the Company, as an inducement material to the individual’s entry into employment with the

Company within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules.

The Inducement Plan was approved by the Company’s

Board of Directors without stockholder approval in accordance with such a rule.

On November 9, 2023, the Company’s Board of Directors

adopted the First Amendment to the Company’s Inducement Plan, increasing the aggregate number of shares of common stock that may

be issued pursuant to equity incentive awards under the Inducement Plan by 150,000 shares for a total of 570,350 shares of common stock

that may be issued pursuant to equity incentive awards under the Inducement Plan.

Evergreen Provision

Under the 2017 Plan, the shares reserved automatically

increase on January 1st of each year, for a period of not more than ten years from the date the 2017 Plan is approved by the stockholders

of the Company, commencing on January 1, 2019 and ending on (and including) January 1, 2027, to an amount equal to 13 % of the fully-diluted

shares outstanding as of December 31st of the preceding calendar year.

Notwithstanding the foregoing, the Company’s Board of Directors

may act prior to January 1st of a given year to ensure that there will be no January 1st increase in the share reserve for such year or

that the increase in the share reserve for such year will be a lesser number of shares of common stock than would otherwise occur pursuant

to the preceding sentence.

“Fully Diluted Shares” as of a date means an amount equal to the number of shares of common stock

(i) outstanding and (ii) issuable upon exercise, conversion or settlement of outstanding awards under the 2017 Plan and any other outstanding

options, warrants or other securities of the Company that are (directly or indirectly) convertible or exchangeable into or exercisable

for shares of common stock, in each case as of the close of business of the Company on December 31 of the preceding calendar year.

January 1, 2024, 1,051,556 shares were added to the 2017 Plan as a result of the evergreen provision.

See Note 13 – Subsequent Events

related to additional shares added to the 2017 Plan effective January 1, 2025.

On November 9, 2023, the Company’s Board of

Directors adopted the First Amendment to the Company’s Inducement Plan, increasing the aggregate number of shares of common

stock that may be issued pursuant to equity incentive awards under the Inducement Plan by 150,000 shares for a total

of 570,350 shares of common stock that may be issued pursuant to equity incentive awards under the Inducement Plan.

NeuroOne Medical Technologies

Notes to Condensed Financial Statements

2017 Plan and Evergreen Provision

On January 1, 2025, 1,124,446 shares were

added to the 2017 Plan as a result of the evergreen provision within the 2017 Plan.

However, upon the adoption of the 2025 Plan, there

will be no further issuance of grants under the 2017 Plan and any forfeitures of grants issued under the 2017 Plan will be added to the

amount available for future issuance under the 2025 Plan.

Grants issued under the 2017 Plan will continue to be governed under the terms

of the 2017 Plan.

Stock Options

During the three months ended December 31, 2024

and 2023, under the 2017 Plan and the Inducement Plan, the Company granted zero and 1,160,669 stock options, respectively, to its employees

and consultants.

Vesting generally occurs over a 48 -month period based on a time-of-service condition.

The weighted-average grant date

fair value of the grants issued during the three months ended December 31, 2023 was $ 1.08 per share.

The total expense for the three months

ended December 31, 2024 and 2023 related to stock options was $ 202,954 and $ 187,431 , respectively.

The total number of stock options outstanding

as of December 31, 2024 and September 30, 2024 was 2,814,096 .

During the three months ended March 31, 2025 and

2024, the Company granted 51,075 and 65,000 stock options, respectively, to its board of directors and employees.

During the six months

ended March 31, 2025 and 2024, the Company granted 51,075 and 1,225,669 stock options, respectively, to its board of directors, officers,

employees and consultants.

Vesting generally occurs over a 12 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, 2025 and 2024 was $ 0.98 and $ 0.91 per share, respectively.

grant date fair value of the grants issued during the six months ended March 31, 2025 and 2024 was $ 0.98 and $ 1.08 per share, respectively.

The total expense for the three months ended March

31, 2025 and 2024 related to stock options was $ 128,378 and $ 214,188 , respectively.

The total expense for the six months ended March

31, 2025 and 2024 related to stock options was $ 331,332 and $ 401,619 , respectively.

The total number of stock options outstanding as of

March 31, 2025 and September 30, 2024 was 2,865,171 and 2,814,096 , respectively.

The weighted-average assumptions used in the Black-Scholes

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

option-pricing model are as follows for the stock options granted during the three and six months ended March 31, 2025 and 2024:

Three Months Ended Six Months Ended

March 31, March 31,

2025 2024 2025 2024

Expected stock price volatility 110.2 % 111.7 % 110.2 % 111.9 %

2 unchanged sentences

Risk free interest rate 4.3 % 4.3 % 4.3 % 4.6 %

During the three months ended December 31, 2024

and 2023, 394,450 and 56,616 stock options vested, and zero and 55,000 stock options were forfeited during these periods, respectively.

During the three months ended March 31, 2025 and

2024, 109,535 and 48,295 stock options vested, respectively, and zero stock options were forfeited.

During the six months ended March

31, 2025 and 2024, 503,965 and 104,911 stock options vested, respectively, and zero and 55,000 stock options were forfeited during these

periods, respectively.

During the three and six months ended March 31, 2025 and 2024, no options were exercised.

Restricted Stock Units

During the three and six months ended March 31,

2025, the Company granted an aggregate of 83,334 restricted stock units (“RSUs”) to non-employee directors under the 2025

The weighted average grant date fair value of the RSUs granted during the three and six months ended March 31, 2025 was $ 1.20 per

The RSUs granted vest over a one-year period in equal monthly installments, subject to the recipient’s continued service on

During the three and six months ended March

31, 2024, the Company granted an aggregate of 1,006,725 RSUs to its employees and consultants under the 2017 Plan.

weighted average grant date fair value of the RSUs granted during the three and six months ended March 31, 2024 was $ 1.03 per

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.

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

Restricted Stock Units

There were no restricted stock units (“RSUs”)

granted during the three months ended December 31, 2024 and 2023.

37,809 and 37,679 previously granted RSUs vested during these periods,

respectively.

The total expense for the three months ended December 31, 2024 and 2023 related to these RSUs was $ 136,270 and $ 121,207 ,

respectively.

No RSUs were forfeited during the three months ended December 31, 2024 and 2023.

As of December 31, 2024, 297,461 shares were available

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

Unrecognized stock-based compensation was

$ 2,034,404 as of December 31, 2024.

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

During the three months ended March 31, 2025 and

2024, 288,548 and 32,535 RSUs vested, respectively, and no RSUs were forfeited.

During the six months ended March 31, 2025 and 2024, 326,358

and 70,214 RSUs vested, respectively, and no RSUs were forfeited.

The total expense for the three months ended March 31, 2025 and 2024

related to these RSUs was $ 121,792 and $ 142,670 , respectively.

The total expense for the six months ended March 31, 2025 and 2024 related

to these RSUs was $ 258,062 and $ 263,877 , respectively.

As of March 31, 2025, 4,477,630 shares were available

in the aggregate for future issuance under the 2025 Plan and Inducement Plan.

Unrecognized stock-based compensation was $ 1,934,234 as

of March 31, 2025.

The unrecognized share-based expense is expected to be recognized over a weighted average period of 2.3 years.

NOTE 9 – Concentrations

For the three months and six months ended March

31, 2025, one customer accounted for 100 % and 94 % of the Company’s product revenue, respectively.

For the three and six months ended

March 31, 2024, one customer accounted for all of the Company’s product and license revenue.

Supplier concentration

One contract manufacturer produces all of the

Company’s Strip/Grid Products and sEEG Products and another supplier was responsible for the development of the Company’s

OneRF Ablation generator and manufactures it.

NOTE 10 – Income Taxes

The effective tax rate for the three and six months

ended March 31, 2025 and 2024 was zero percent.

As a result of the analysis of all available evidence as of March 31, 2025 and September

30, 2024, 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, 2025 and 2024.

If the Company’s assumptions change and the

Company believes that it will be able to realize these deferred tax assets, the tax benefits relating to any reversal of the valuation

allowance on deferred tax assets will be recognized as a reduction of future income tax expense.

If the assumptions do not change,

each period the Company could record an additional valuation allowance on any increases in the deferred tax assets.

NOTE 11 - Debt Financing

Debt Facility Financing

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

The Company was 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 Event (as defined in the Debt Facility Agreement) or Change of Control (as defined in the Debt Facility Agreement), or (iii)

at the Lender’s option, upon the occurrence and during the continuance of an event of default under the Debt Facility Agreement.

On November 7, 2024, the Company terminated the Debt Facility Agreement, and no amounts were drawn under the Debt Facility Agreement.

The Company paid a termination fee of $ 125,000 to the Lender and incurred additional legal fees of $ 7,091 related to the termination.

The Company also incurred non-termination Debt Facility costs of $ 192,647 during the six months ended March 31, 2025.

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

At closing of the Debt Facility, the Company issued

to the Lender a warrant exercisable for five years for 100,000 shares of common stock at an exercise price of $ 0.66 per share, subject

to adjustment (the “Closing Date Debt Facility Warrant”).

The Closing Date Debt Facility Warrant was accounted for and classified

as equity on the accompanying condensed balance sheets.

NOTE 12 – Stockholders’ Equity

18 unchanged sentences

used to estimate the aggregate fair value of the PIPE Warrants.

Input assumptions used were as follows on December 31, 2024 and September

Input assumptions used were as follows on March 31, 2025 and September

risk-free interest rate 3.82 % and 3.53 %, respectively;

5 unchanged sentences

The underlying stock price used was

the market price as quoted on Nasdaq as of December 31, 2024 and September 30, 2024.

The Company recorded the fair value change of the

PIPE Warrants in the amount of $ 389,445 the fair value change in warrant liability line item on the accompanying condensed statements

of operations for the three months ended December 31, 2024.

the market price as quoted on Nasdaq as of March 31, 2025 and September 30, 2024.

The Company recorded the fair value change of the PIPE

Warrants in the amount of $ 390,351 and $ 779,796 , respectively, to the fair value change in warrant liability line item on the accompanying

condensed statements of operations for the three and six months ended March 31, 2025.

At-The-Market Offering

15 unchanged sentences

2024, the Company increased the amount of common stock that can be sold pursuant to the Sales Agreement by $ 3.0 million.

On April 3, 2025,

the Company decreased the amount of common stock that can be sold pursuant to the Sales Agreement to zero .

See “ Note 13 –

Subsequent Events.”

During the three and six months ended March 31,

2025, 355,899 shares of common stock were issued under the ATM for an aggregate offering price of $ 414,037 .

Issuance costs incurred under

the ATM during the three and six months ended March 31, 2025 were $ 95,929 .

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

During the three months ended December 31, 2023,

868,243 shares of common stock were issued under the ATM for an aggregate offering price of $ 1,256,271 .

There were no shares issued out of the ATM during

the three months ending December 31, 2024.

Lastly, the Company incurred deferred offering costs related to the ATM during the three months

ended December 31, 2024 of $ 41,657 .

During the three and six months ended March 31,

2024, 1,461,353 and 2,329,596 shares of common stock were issued, respectively, under the ATM for an aggregate offering price of $ 2,094,196

and $ 3,350,467 , respectively.

Issuance costs incurred under the ATM during the three and six months ended March 31, 2024 were $ 148,382

and $ 186,080 , respectively.

The total aggregate offering price and common

stock issued since the inception of the ATM though December 31, 2024 was $ 7,586,562 and 5,188,590 shares, respectively.

Cumulative issuance

costs incurred under the ATM through December 31, 2024 was $ 554,285 of which $ 82,962 was included as a deferred cost on the condensed

balance sheets as of December 31, 2024.

stock issued since inception of the ATM though March 31, 2025 was $ 8,000,600 and 5,544,489 shares, respectively.

Warrant Activity and Summary

There were no warrant exercises or expirations

during the three and six months ended March 31, 2025.

The following table summarizes information about

warrants outstanding at March 31, 2025:

Warrant Activity and Summary

Warrants Exercise

3 unchanged sentences

Outstanding and exercisable at September 30, 2024 7,045,875 $ 0.66 - 5.61 $ 3.81 1.98

Outstanding and exercisable at December 31, 2024 7,045,875 $ 0.66 - 5.61 $ 3.81 1.73

Outstanding and exercisable at March 31, 2025 7,045,875 $ 0.66 - 5.61 $ 3.78 1.48

The following table summarizes information about

warrants outstanding at December 31, 2024:

warrants outstanding at March 31, 2024:

Exercise Price Number Outstanding Weighted Average

7 unchanged sentences

Total 7,045,875 7,045,875

NOTE 10 - Debt Financing

Debt Facility Financing

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

The Company was 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 Event (as defined in the Debt Facility Agreement) or Change of Control (as defined in the Debt Facility Agreement), or (iii)

at the Lender’s option, upon the occurrence and during the continuance of an event of default under the Debt Facility Agreement.

On November 7, 2024, the Company terminated the Debt Facility Agreement, and no amounts were drawn under the Debt Facility Agreement.

The Company paid a termination fee of $ 125,000 to the Lender and incurred additional legal fees of $ 7,091 related to the termination.

The Company also incurred non-termination Debt Facility costs of $ 192,647 during the three-months ended December 31, 2024.

As provided in the PIPE Warrant agreement, the

exercise price of the PIPE Warrants was adjusted downward from $ 1.19 per share to $ 1.08 per share as a result of the ATM financing that

occurred in February 2025.

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

At closing of the Debt Facility, the Company issued

to the Lender a warrant exercisable for five years for 100,000 shares of common stock at an exercise price of $ 0.66 per share, subject

to adjustment (the “Closing Date Debt Facility Warrant”).

The Closing Date Debt Facility Warrant was accounted for and classified

as equity on the accompanying condensed balance sheets.

NOTE 11 – Concentrations

For the three months ended December 31, 2024,

one customer accounted for 91 % of the Company’s product revenue and three customers accounted for the remaining 9 % of product revenue.

For the three months ended December 31, 2023, one customer accounted for all of the Company’s product and license revenue.

Supplier concentration

One contract manufacturer produces all of the

Company’s Strip/Grid Products and sEEG Products and another supplier was responsible for the development of the Company’s

OneRF Ablation system.

NOTE 12 – Income Taxes

The effective tax rate for the three months ended

December 31, 2024 and 2023 was zero percent.

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

30, 2024, the Company recorded a full valuation allowance on its net deferred tax assets.

Consequently, the Company reported no income

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

If the Company’s assumptions change and the Company

believes that it will be able to realize these deferred tax assets, the tax benefits relating to any reversal of the valuation allowance

on deferred tax assets will be recognized as a reduction of future income tax expense.

If the assumptions do not change, each

period the Company could record an additional valuation allowance on any increases in the deferred tax assets.

NOTE 13 – Subsequent Events

2017 Plan Evergreen Provision

Effective January 1, 2025, 1,124,446 shares were

added to the 2017 Plan as a result of the evergreen provision.

See Note 8 – Stock-Based Compensation.

ATM Reduction

On April 3, 2025, the Company decreased the amount

of common stock that can be sold pursuant to the Sales Agreement to zero .

At this time, no sales can be made under the program.

2025 Financing

4, 2025, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Ladenburg Thalmann & Co.

as underwriter (the “Underwriter”), relating to the issuance and sale of 16,000,000 shares of the Company’s common

stock at a price to the public of $ 0.50 per share (the “April 2025 Financing”).

In addition, under the terms of the Underwriting

Agreement, the Company granted the Underwriter an option, exercisable for 45 days, to purchase up to an additional 2,400,000 shares of

common stock on the same terms as the offering, which overallotment was exercised in full.

Issuance costs in connection with the April

2025 Financing amounted to approximately $ 1.0 million which included a 7 % commission to the Underwriter and legal and other expenses in

the amount of $ 0.3 million.

Net proceeds to the Company were approximately $ 8.2 million.

The following table sets forth

the Company’s total stockholders’ equity as reported as of March 31, 2025 and as adjusted on a pro forma basis to

reflect the recently completed April 2025 Financing (amounts in thousands):

Total stockholders’ equity as of March 31, 2025

Net proceeds from April 2025 Financing

Pro forma total stockholders’ equity as of March 31, 2025

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