What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-08-14 compared with 2025-05-13 · 492 added, 542 removed, 65 unchanged (94% of the section changed)

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

This Report contains forward-looking statements

that involve substantial risks and uncertainties.

In some cases, you can identify forward-looking statements by the words “may,”

“might,” “will,” “could,” “would,” “should,” “expect,” “intend,”

“plan,” “objective,” “anticipate,” “believe,” “estimate,” “predict,”

“project,” “potential,” “target,” “seek,” “contemplate,” “continue”

and “ongoing,” or the negative of these terms, or other comparable terminology intended to identify statements about the future.

These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity,

performance or achievements to be materially different from the information expressed or implied by these forward-looking statements.

Although we believe that we have a reasonable basis for each forward-looking statement contained in this Report, we caution you that these

statements are based on a combination of facts and factors currently known by us and our expectations of the future, about which we cannot

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Report contains forward-looking statements that involve substantial risks and uncertainties.

In some cases, you can identify forward-looking

statements by the words “may,” “might,” “will,” “could,” “would,” “should,”

“expect,” “intend,” “plan,” “objective,” “anticipate,” “believe,”

“estimate,” “predict,” “project,” “potential,” “target,” “seek,”

“contemplate,” “continue” and “ongoing,” or the negative of these terms, or other comparable terminology

intended to identify statements about the future.

These statements involve known and unknown risks, uncertainties and other factors that

may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed

or implied by these forward-looking statements.

Although we believe that we have a reasonable basis for each forward-looking statement

contained in this Report, we caution you that these statements are based on a combination of facts and factors currently known by us

and our expectations of the future, about which we cannot be certain.

Forward-looking statements include statements about:

our ability to maintain regulatory clearance of our cortical strip and grid electrode technology, and our OneRF ablation system;

our ability to successfully commercialize our technology in the United States;

our ability to achieve or sustain profitability;

our ability to raise additional capital and to fund our operations;

the availability of additional capital on acceptable terms or at all as or when needed;

the clinical utility of our cortical strip, grid and depth electrode, RF ablation system, and technology under development;

our ability to develop additional applications of our cortical strip, grid and depth electrode technology with the benefits we hope to offer as compared to existing technology, or at all;

the results of our development and distribution relationship with Zimmer, Inc.

we have been the victim of a cyber-related crime, and our controls may not be successful in avoiding future cyber-related crimes;

the performance, productivity, reliability and regulatory compliance of our third-party manufacturers of our cortical strip, grid electrode and depth electrode and RF ablation technology;

our ability to develop future generations of our cortical strip, grid and depth electrode technology;

our future development priorities;

our ability to obtain reimbursement coverage for our cortical strip, grid and depth electrode technology;

our expectations about the willingness of healthcare providers to recommend our cortical strip, grid and depth electrode and RF ablation technology to people with epilepsy, Parkinson’s disease, dystonia, essential tremors, chronic pain due to failed back surgeries and other related neurological disorders;

our future commercialization, marketing and manufacturing capabilities and strategy;

our ability to comply with applicable regulatory requirements;

our ability to maintain our intellectual property position;

ability to maintain regulatory clearance of our cortical strip and grid electrode technology, and our OneRF ablation system;

ability to successfully commercialize our technology in the United States;

ability to achieve or sustain profitability;

ability to raise additional capital and to fund our operations;

availability of additional capital on acceptable terms or at all as or when needed;

clinical utility of our cortical strip, grid and depth electrode, RF ablation system, and technology under development;

ability to develop additional applications of our cortical strip, grid and depth electrode technology with the benefits we hope to

offer as compared to existing technology, or at all;

results of our development and distribution relationship with Zimmer, Inc.

have been the victim of a cyber-related crime, and our controls may not be successful in avoiding future cyber-related crimes;

performance, productivity, reliability and regulatory compliance of our third-party manufacturers of our cortical strip, grid electrode

and depth electrode and RF ablation technology;

ability to develop future generations of our cortical strip, grid and depth electrode technology;

future development priorities;

ability to obtain reimbursement coverage for our cortical strip, grid and depth electrode technology;

expectations about the willingness of healthcare providers to recommend our cortical strip, grid and depth electrode and RF ablation

technology to people with epilepsy, Parkinson’s disease, dystonia, essential tremors, chronic pain due to failed back surgeries

and other related neurological disorders;

future commercialization, marketing and manufacturing capabilities and strategy;

ability to comply with applicable regulatory requirements;

ability to maintain our intellectual property position;

NeuroOne Medical Technologies Corporation

our expectations regarding international opportunities for commercializing our cortical strip, grid and depth electrode technology under including technology under development;

our estimates regarding the size of, and future growth in, the market for our technology, including technology under development;

our estimates regarding our future expenses and needs for additional financing.

Forward-looking statements are based on management’s

current expectations, estimates, forecasts and projections about our business and the industry in which we operate, and management’s

beliefs and assumptions are not guarantees of future performance or development and involve known and unknown risks, uncertainties and

other factors that are in some cases beyond our control.

You should refer to the “Risk Factors” section of our Annual Report

on Form 10-K for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied

by our forward-looking statements.

As a result of these factors, we cannot assure you that the forward-looking statements in this Report

will prove to be accurate.

Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material.

of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty

by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all.

These forward-looking statements speak only as

of the date of this Report.

Except as required by law, we assume no obligation to update or revise these forward-looking statements for

any reason, even if new information becomes available in the future.

You should, however, review the factors and risks and other information

we describe in the reports we will file from time to time with the Securities and Exchange Commission (the “SEC”) after the

date of this Report.

We are 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.

We are also developing the capability to use our sEEG electrode technology to deliver drugs or gene therapy while being able to record

brain activity before, during, and after delivery.

Additionally, we are investigating the potential applications of our technology associated

with artificial intelligence.

We have received 510(k) clearance for three of

our devices from the FDA, including:

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

for up to 30 days, (ii) our 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) our OneRF

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

Our other products are

still under development.

expectations regarding international opportunities for commercializing our cortical strip, grid and depth electrode technology under

including technology under development;

estimates regarding the size of, and future growth in, the market for our technology, including technology under development;

estimates regarding our future expenses and needs for additional financing.

Forward-looking

statements are based on management’s current expectations, estimates, forecasts and projections about our business and the industry

in which we operate, and management’s beliefs and assumptions are not guarantees of future performance or development and involve

known and unknown risks, uncertainties and other factors that are in some cases beyond our control.

You should refer to the “Risk

Factors” section of our Annual Report on Form 10-K for a discussion of important factors that may cause our actual results to differ

materially from those expressed or implied by our forward-looking statements.

As a result of these factors, we cannot assure you that

the forward-looking statements in this Report will prove to be accurate.

Furthermore, if our forward-looking statements prove to be inaccurate,

the inaccuracy may be material.

In light of the significant uncertainties in these forward-looking statements, you should not regard

these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified

time frame, or at all.

forward-looking statements speak only as of the date of this Report.

Except as required by law, we assume no obligation to update or

revise these forward-looking statements for any reason, even if new information becomes available in the future.

You should, however,

review the factors and risks and other information we describe in the reports we will file from time to time with the Securities and

Exchange Commission (the “SEC”) after the date of this Report.

are 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.

We are also developing the capability to use our sEEG electrode technology

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

Additionally, we are investigating

the potential applications of our technology associated with artificial intelligence.

have received 510(k) clearance for three of our devices from the FDA, including:

(i) our Evo cortical electrode technology for recording,

monitoring, and stimulating brain tissue for up to 30 days, (ii) our 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) our OneRF ablation system for creation of radiofrequency lesions in nervous tissue for functional

neurosurgical procedures.

Our other products are still under development.

We distribute each of these three devices with Zimmer Biomet.

We have incurred mostly losses since inception.

As of March 31, 2025, we had an accumulated deficit of $75.5 million, primarily as a result of expenses incurred in connection with our

research and development, selling, general and administrative expenses associated with our operations and interest expense, fair value

adjustments and loss on extinguishments related to our debt, offset in part by license and product revenues.

Prior to FDA clearance of certain of our products,

our main sources of cash, cash equivalents and short-term investments were proceeds from the issuances of notes, common stock, warrants

and unsecured loans.

See “ Liquidity and Capital Resources—Capital Resources ” below.

While we have begun

to generate revenue from the sale of products based on our cEEG and sEEG technology, and OneRF System, and through milestone and other

payments from our current collaboration and distribution arrangement with Zimmer, we expect to continue to incur significant expenses

and may incur increasing operating and net losses for the foreseeable future until we generate a higher level of revenue from commercial

have incurred mostly losses since inception.

As of June 30, 2025, we had an accumulated deficit of $77.0 million, primarily as a result

of expenses incurred in connection with our research and development, selling, general and administrative expenses associated with our

operations and interest expense, fair value adjustments and loss on extinguishments related to our debt, offset in part by license and

product revenues.

to FDA clearance of certain of our products, our main sources of cash, cash equivalents and short-term investments were proceeds from

the issuances of notes, common stock, warrants and unsecured loans.

See “ Liquidity and Capital Resources—Capital Resources ”

While we have begun to generate revenue from the sale of products based on our cEEG and sEEG technology, and OneRF System,

and through milestone and other payments from our current collaboration and distribution arrangement with Zimmer, we expect to continue

to incur significant expenses and may incur increasing operating and net losses for the foreseeable future until we generate a higher

level of revenue from commercial sales.

NeuroOne Medical Technologies Corporation

Recent Developments

Corporate Updates

510(k) Submission for Trigeminal Facial Pain

On April 22, 2025, we filed a 510(k) submission

to the FDA for our OneRF® Trigeminal Nerve Ablation System to treat facial pain.

Submission for Trigeminal Facial Pain

April 22, 2025, we filed a 510(k) submission to the FDA for our OneRF® Trigeminal Nerve Ablation System to treat facial pain.

2025 Financing

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

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”).

April 4, 2025, we 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, we 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 was exercised in full.

Agreement, we 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 was exercised in full.

Net proceeds to the Company were approximately $8.2 million.

Zimmer Amended and Restated Distribution Agreement

On October 25, 2024, we entered into the Zimmer

Amended and Restated Distribution Agreement (the “Amendment”) with Zimmer, Inc.

(“Zimmer”) pursuant to which we

granted Zimmer the exclusive right and license to distribute our 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.

We previously entered into an Exclusive Development

and Distribution Agreement dated July 20, 2020 with Zimmer, related to the sEEG and Strip/Grid Product Systems, which was subsequently

amended pursuant to the terms and conditions of a letter agreement dated January 6, 2021, a Second Amendment to Exclusive Development

and Distribution Agreement dated June 28, 2022, and a Third Amendment to Exclusive Development and Distribution Agreement dated August

2, 2022 (collectively, the “EDDA”).The EDDAs executed prior to the Amendment granted Zimmer exclusive global rights to distribute

the Strip/Grid Products and the Electrode Cable Assembly Products.

Additionally, we granted Zimmer the exclusive right and license to

distribute certain sEEG Products developed by the Company and together with the Strip/Grid Products and Electrode Cable Assembly Products,

the “Products”.

In addition, under the prior EDDAs, we agreed to collaborate with respect to development activities through

a joint development committee composed of an equal number of representatives of Zimmer and the Company.

Under the Amendment, Zimmer paid us $3.0 million

for an exclusive RF Distribution License (the “RF Distribution License” and “License”) for commercialization of

its OneRF™ product.

In addition, we are eligible to receive a future milestone payment of $1.0 million upon reaching a one-time

sales volume threshold.

The revised term under the Amendment (the “Term”)

began on the Effective Date and will remain in effect until October 31, 2034.

Upon the expiration of the Term, it may be renewed upon

the mutual written of the Parties.

The Amended and Restated Exclusive Development and Distribution Agreement may be terminated before

the expiration of the Term only by the Parties in accordance with certain terms under the Amendment.

In addition, the license rights granted

to Zimmer under this Amendment shall be exclusive (i) from the Original Effective Date until September 30, 2032 for the sEEG Products

and Strip/Grid Products (the “sEEG and Strip/Grid Product Term”);

and (ii) from the Effective Date until October 31, 2034

for the OneRF™ Product System (the “RF Term”).

Global Economic Conditions

Generally, worldwide economic conditions remain

uncertain, particularly due to the conflicts between Russia and Ukraine and in the Middle East, disruptions in the banking system and

financial markets, and increased inflation.

The general economic and capital market conditions both in the U.S.

and worldwide, have been

volatile in the past and at times have adversely affected our access to capital and increased the cost of capital.

The 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, our future cost of equity or debt capital and access to the capital markets could be adversely affected.

We do not currently

anticipate any meaningful impact from current or proposed tariffs on imported goods.

Amended and Restated Distribution Agreement

October 25, 2024, we entered into the Zimmer Amended and Restated Distribution Agreement (the “Amendment”) with Zimmer, Inc.

(“Zimmer”) pursuant to which we granted Zimmer the exclusive right and license to distribute our 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.

previously entered into an Exclusive Development and Distribution Agreement dated July 20, 2020 with Zimmer, related to the sEEG and

Strip/Grid Product Systems, which was subsequently amended pursuant to the terms and conditions of a letter agreement dated January 6,

2021, a Second Amendment to Exclusive Development and Distribution Agreement dated June 28, 2022, and a Third Amendment to Exclusive

Development and Distribution Agreement dated August 2, 2022 (collectively, the “EDDA”).The EDDAs executed prior to the Amendment

granted Zimmer exclusive global rights to distribute the Strip/Grid Products and the Electrode Cable Assembly Products.

Additionally,

we granted Zimmer the exclusive right and license to distribute certain sEEG Products developed by the Company and together with the

Strip/Grid Products and Electrode Cable Assembly Products, the “Products”.

In addition, under the prior EDDAs, we agreed

to collaborate with respect to development activities through a joint development committee composed of an equal number of representatives

of Zimmer and the Company.

the Amendment, Zimmer paid us $3.0 million for an exclusive RF Distribution License (the “RF Distribution License” and “License”)

for commercialization of its OneRF™ product.

In addition, we are eligible to receive a future milestone payment of $1.0 million

upon reaching a one-time sales volume threshold.

revised term under the Amendment (the “Term”) began on the Effective Date and will remain in effect until October 31, 2034.

Upon the expiration of the Term, it may be renewed upon the mutual written of the Parties.

The Amended and Restated Exclusive Development

and Distribution Agreement may be terminated before the expiration of the Term only by the Parties in accordance with certain terms under

the Amendment.

In addition, the license rights granted to Zimmer under this Amendment shall be exclusive (i) from the Original Effective

Date until September 30, 2032 for the sEEG Products and Strip/Grid Products (the “sEEG and Strip/Grid Product Term”);

(ii) from the Effective Date until October 31, 2034 for the OneRF™ Product System (the “RF Term”).

Economic Conditions

worldwide economic conditions remain uncertain, particularly due to the conflicts between Russia and Ukraine and in the Middle East,

disruptions in the banking system and financial markets, and increased inflation.

The general economic and capital market conditions

both in the U.S.

and worldwide, have been volatile in the past and at times have adversely affected our access to capital and increased

the cost of capital.

The capital and credit markets may not be available to support future capital raising activity on favorable terms

If economic conditions continue to decline, our future cost of equity or debt capital and access to the capital markets could

be adversely affected.

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

NeuroOne Medical Technologies Corporation

Our operating results could be materially impacted

by changes in the overall macroeconomic environment and other economic factors.

Changes in economic conditions, supply chain constraints,

logistics challenges, labor shortages, increased inflation, the conflicts in Ukraine and the Middle East, disruptions in the banking system

and financial markets, and steps taken by governments and central banks, have led to higher inflation, which has led to an increase in

costs and has caused changes in fiscal and monetary policy, including increased interest rates.

Financial Overview

Product Revenue

Our product revenue was derived from the sale

of our Strip/Grid Products, the sEEG Products and the Electrode Cable Assembly Products based on Evo cortical electrode technology and

the OneRF Products, which are products based on our OneRF Ablation System.

We anticipate that we will generate additional revenue from

the sale of products based on Evo cortical electrode technology and our OneRF Ablation System.

We have received FDA 510(k) clearance for our

cortical electrode for temporary (less than 30 days) recording, monitoring, and stimulation on the surface of the brain, our 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 our OneRF Ablation System for creation of radiofrequency

lesions in nervous tissue for functional neurosurgical procedure.

Product Gross Profit

Product gross profit represents our product revenue

less our cost of product revenue.

Our cost of product revenue consists of the manufacturing and materials costs incurred by our third-party

contract manufacturers in connection with our Strip/Grid Products, sEEG Products, OneRF Products and outside supplier materials costs

of producing the Electrode Cable Assembly Products.

In addition, the cost of product revenue includes royalty fees incurred in connection

with our license agreements.

License Revenue

The Company determined that the RF Distribution

License granted under the Zimmer Amended and Restated Distribution Agreement 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 license 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 ending March 31, 2025 was $3.0 million.

For further discussion about the determination of license

revenue, product revenue and cost of product revenue, and for a discussion of milestones and royalty payments under the Amended and Restated

Zimmer Distribution Agreement, see “—Liquidity and Capital Resources—Liquidity Outlook” below and see “Note

7 — Zimmer Distribution Agreement and Other Product Revenue” included in our condensed financial statements included in “Part

1, Item 1 – Financial Statements” in this Report.

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 financial and administrative matters, and sales and marketing in connection with

the commercial sale of cEEG strip/grid, sEEG depth electrode, OneRF ablation system and electrode cable assembly products.

We anticipate

that our selling, general and administrative expenses will increase in the future to support our continued research and development activities,

further commercialization of our cortical strip and grid technology, ablation system and our depth electrode technology, and the increased

costs of operating as a public company.

These increases will include increased costs related to the hiring of additional personnel and

fees for legal and professional services, as well as other public company-related costs.

operating results could be materially impacted by changes in the overall macroeconomic environment and other economic factors.

in economic conditions, supply chain constraints, logistics challenges, labor shortages, increased inflation, the conflicts in Ukraine

and the Middle East, disruptions in the banking system and financial markets, and steps taken by governments and central banks, have

led to higher inflation, which has led to an increase in costs and has caused changes in fiscal and monetary policy, including increased

interest rates.

product revenue was derived from the sale of our Strip/Grid Products, the sEEG Products and the Electrode Cable Assembly Products based

on Evo cortical electrode technology and the OneRF Products, which are products based on our OneRF Ablation System.

We anticipate that

we will generate additional revenue from the sale of products based on Evo cortical electrode technology and our OneRF Ablation System.

have received FDA 510(k) clearance for our cortical electrode for temporary (less than 30 days) recording, monitoring, and stimulation

on the surface of the brain, our 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

our OneRF Ablation System for creation of radiofrequency lesions in nervous tissue for functional neurosurgical procedure.

gross profit represents our product revenue less our cost of product revenue.

Our cost of product revenue consists of the manufacturing

and materials costs incurred by our third-party contract manufacturers in connection with our Strip/Grid Products, sEEG Products, OneRF

Products and outside supplier materials costs of producing the Electrode Cable Assembly Products.

In addition, the cost of product revenue

includes royalty fees incurred in connection with our license agreements as well as valuation adjustments for excess or obsolete inventory.

Company determined that the RF Distribution License granted under the Zimmer Amended and Restated Distribution Agreement 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 license 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 nine months ending June 30, 2025 was $3.0 million.

For further discussion about the determination of license revenue, product revenue and cost of product revenue, and for a discussion

of milestones and royalty payments under the Amended and Restated Zimmer Distribution Agreement, see “—Liquidity and Capital

Resources—Liquidity Outlook” below and see “Note 7 — Zimmer Distribution Agreement and Other Product Revenue”

included in our condensed financial statements included in “Part 1, Item 1 – Financial Statements” in this Report.

General and Administrative

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 sale of cEEG strip/grid, sEEG depth electrode, OneRF ablation system

and electrode cable assembly products.

We anticipate that our selling, general and administrative expenses will increase in the future

to support our continued research and development activities, further commercialization of our cortical strip and grid technology, ablation

system and our depth electrode technology, and the increased costs of operating as a public company.

These increases will include increased

costs related to the hiring of additional personnel and fees for legal and professional services, as well as other public company-related

NeuroOne Medical Technologies Corporation

Research and Development

Research and development expenses consist of expenses

incurred in performing research and development activities in developing our technology.

Research and development expenses include compensation

and benefits for research and development employees including stock-based compensation, overhead expenses, laboratory supplies, clinical

trial and related clinical manufacturing expenses, costs related to regulatory operations, fees paid to consultants and other outside

Research and development costs are expensed as incurred and costs incurred by third parties are expensed as the contracted work

is performed.

Fair Value Change in Warrant Liability

The net change in the fair value line item is

attributed to the warrant liability while outstanding.

Financing Costs

Financing costs consists of the amortization of

the deferred issuance costs and other lending costs in connection with the debt facility (as described further below).

Other income primarily consists of interest income

related to our cash and cash equivalents,

Results of Operations

Comparison of the Three Months Ended March

31, 2025 and 2024

The following table sets forth the results of

operations for the three months ended March 31, 2025 and 2024, respectively.

and Development

and development expenses consist of expenses incurred in performing research and development activities in developing our technology.

Research and development expenses include compensation and benefits for research and development employees including stock-based compensation,

overhead expenses, laboratory supplies, clinical trial and related clinical manufacturing expenses, costs related to regulatory operations,

fees paid to consultants and other outside expenses.

Research and development costs are expensed as incurred and costs incurred by third

parties are expensed as the contracted work is performed.

Value Change in Warrant Liability

net change in the fair value line item is attributed to the warrant liability while outstanding.

costs consists of the amortization of the deferred issuance costs and other lending and issuance costs in connection with the debt facility

and at-the market offering facility (both described below).

income primarily consists of interest income related to our cash and cash equivalents,

of Operations

of the Three Months Ended June 30, 2025 and 2024

following table sets forth the results of operations for the three months ended June 30, 2025 and 2024, respectively.

Three Months Ended

8 unchanged sentences

Fair value change in warrant liability

Financing costs

Loss before income taxes

3 unchanged sentences

NeuroOne Medical Technologies Corporation

Product Revenue and Product Gross Profit

Product revenue was $1.4 million during the three

months ended March 31, 2025 with a gross profit and gross profit percentage of $0.8 million and 55.6%, respectively.

Product revenue was

$1.4 million during the three months ended March 31, 2024 with a gross profit and gross profit percentage of $0.4 million and 28.3%, respectively.

The increase in gross profit percentage during the current period was largely due to the higher margin OneRF Products being sold in the

current period under the Amendment with Zimmer.

Product revenue consisted of Strip/Grid Products, sEEG Products, Electrode Cable Assembly

Products, and for the current three-month period, OneRF Product sales.

The cost of product revenue consisted of the manufacturing and

materials costs incurred by our third-party contract manufacturers in connection with our Strip/Grid Products, sEEG Products and OneRF

Products, and outside supplier materials costs in connection with the Electrode Cable Assembly.

In addition, cost of product revenue included

royalty fees incurred of approximately $38,000 and $42,000 in connection with our license agreements during the three months ended March

Revenue and Product Gross Profit

revenue was $1.7 million during the three months ended June 30, 2025 with a gross profit and gross profit percentage of $0.9 million

and 53.9%, respectively.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were

$1.9 million and $2.0 million during the three months ended March 31, 2025 and 2024, respectively.

The $0.1 million expense decrease in

the current quarter over the comparable prior year quarter was largely attributed to lower administrative payroll and stock-based compensation

of $0.1 million, lower legal costs of $0.1 million and lower public company costs of $0.1 million, partially offset by higher professional

services and marketing expenses of $0.2 million.

Selling, general and administrative expenses included $0.2 million and $0.3 million of

stock-based compensation during the three months ended March 31, 2025 and 2024, respectively.

Research and Development Expenses

Research and development expenses were $1.5 million

for the three months ended March 31, 2025, compared to $1.3 million for the three months ended March 31, 2024.

The $0.2 million increase

in the current period over the prior year period was attributed largely to the timing of product development activities in the current

quarter when compared to the comparable prior year quarter.

Research and development expenses primarily included salary-related expenses

and costs related to consulting services, materials and supplies associated with the development of sEEG Products and to a much lesser

extent Strip/Grid Products.

Research and development expenses included $55,000 and $76,000 of stock-based compensation during the three

months ended March 31, 2025 and 2024, respectively.

Fair Value Change

in Warrant Liability

The net change in fair

value of the warrant liability during the three months ended March 31, 2025 was $0.4 million benefit.

The change was due primarily to

fluctuations in our common stock fair value.

There were no warrants outstanding during the three months ended March 31, 2024 that were

measured on a fair value basis.

Other income during the three months ended March

31, 2025 and 2024 related to interest income on our cash, cash equivalents and short-term investments in the amount of $19,000 and $31,000,

respectively.

Product revenue was $0.8 million during the three months ended June 30, 2024 with a gross margin and gross profit

percentage of $0.3 million and 34.1%, respectively.

The increase in gross profit percentage during the current period was largely due

to the higher margin OneRF Products being sold in the current period under the Amendment with Zimmer.

Product revenue consisted largely

of OneRF Products during the three months ended June 30, 2025 while revenue consisted of Strip/Grid Products, sEEG Products, Electrode

Cable Assembly Products, and OneRF Product sales during the comparable prior year period.

The cost of product revenue consisted of the

manufacturing and materials costs incurred by our third-party contract manufacturers in connection with our Strip/Grid Products, sEEG

Products and OneRF Products, and outside supplier materials costs in connection with the Electrode Cable Assembly.

In addition, cost

of product revenue included royalty fees incurred of approximately $38,000 in connection with our license agreements during each of the

three months ended June 30, 2025 and 2024.

General and Administrative Expenses

general and administrative expenses were $1.6 million and $1.9 million during the three months ended June 30, 2025 and 2024, respectively.

The $0.3 million expense decrease in the current quarter over the comparable prior year quarter was largely attributed to lower legal

costs of $0.1 million and lower investor relations and other public company costs of $0.2 million.

Selling, general and administrative

expenses included $0.2 million and $0.3 million of stock-based compensation during the three months ended June 30, 2025 and 2024, respectively.

and Development Expenses

and development expenses were $1.2 million for each of the three months ended June 30, 2025 and 2024.

There was a negligible decease

in the current period over the prior year period which was attributed largely to the timing of product development activities in the

current quarter when compared to the comparable prior year quarter.

Research and development expenses primarily included salary-related

expenses and costs related to consulting services, materials and supplies associated with the development of sEEG Products and to a much

lesser extent Strip/Grid Products.

Research and development expenses included $70,000 and $68,000 of stock-based compensation during

the three months ended June 30, 2025 and 2024, respectively.

Value Change in Warrant Liability

net change in fair value of the warrant liability during the three months ended June 30, 2025 was $0.3 million benefit.

The change was

due primarily to fluctuations in our common stock fair value.

There were no warrants outstanding during the three months ended June 30,

2024 that were measured on a fair value basis.

costs during the three months ended June 30, 2025 consisted of the costs associated with the at-the market offering facility (described

further below) in the amount of $9,000.

We did not incur any financing costs during the three months ended June 30, 2024.

income during the three months ended June 30, 2025 and 2024 related to interest income on our cash and cash equivalents in the amount

of $75,000 and $26,000, respectively.

NeuroOne Medical Technologies Corporation

Comparison of the Six Months Ended March 31,

2025 and 2024

The following table sets forth the results of

operations for the six months ended March 31, 2025 and 2024, respectively.

Six Months Ended

of the Nine Months Ended June 30, 2025 and 2024

following table sets forth the results of operations for the nine months ended June 30, 2025 and 2024, respectively.

Nine Months Ended

Product revenue

12 unchanged sentences

$ (1,986,153 )

Product Revenue and Product Gross Profit

Product revenue was $4.7 million during the six

months ended March 31, 2025 with a gross profit and gross profit percentage of $2.7 million and 57.9%, respectively.

Product revenue was

$2.4 million during the six months ended March 31, 2024 with a gross profit and gross profit percentage of $0.7 million and 27.9%, respectively.

The increase in gross profit percentage during the current period was largely due to higher margin OneRF Products being sold in the current

period under the Amendment with Zimmer.

Product revenue consisted of Strip/Grid Products, sEEG Products, Electrode Cable Assembly Products,

and for the current six-month period, OneRF Product sales.

The cost of product revenue consisted of the manufacturing and materials costs

incurred by our third-party contract manufacturers in connection with our Strip/Grid Products, sEEG Products and OneRF Products, and outside

supplier materials costs in connection with the Electrode Cable Assembly Products.

In addition, cost of product revenue included royalty

fees incurred of approximately $75,000 and $79,000 in connection with our license agreements during the six months ended March 31, 2025

and 2024, respectively.

License Revenue

License revenue was $3.0 million for the six months

ended March 31, 2025.

License revenue during the current period related to the distribution license granted to Zimmer for the OneRF Product

in October 2024.

No license revenue was generated from the Amended and Restated Zimmer Development Agreement during the six months ended

March 31, 2024.

$ (8,967,515 )

Revenue and Product Gross Profit

revenue was $6.4 million during the nine months ended June 30, 2025 with a gross profit and gross profit percentage of $3.6 million and

56.8%, respectively.

Product revenue was $3.2 million during the nine months ended June 30, 2024 with a gross profit and gross profit

percentage of $0.9 million and 29.5%, respectively.

The increase in gross profit percentage during the current period was largely due

to higher margin OneRF Products being sold in the current period under the Amendment with Zimmer.

Product revenue consisted largely of

OneRF Products during the nine months ended June 30, 2025 while revenue consisted of Strip/Grid Products, sEEG Products, Electrode Cable

Assembly Products, and OneRF Product sales during the comparable prior year period.

The cost of product revenue consisted of the manufacturing

and materials costs incurred by our third-party contract manufacturers in connection with our Strip/Grid Products, sEEG Products and

OneRF Products, and outside supplier materials costs in connection with the Electrode Cable Assembly Products.

In addition, cost of product

revenue included royalty fees incurred of approximately $113,000 and $117,000 in connection with our license agreements during the nine

months ended June 30, 2025 and 2024, respectively.

revenue was $3.0 million for the nine months ended June 30, 2025.

License revenue during the current period related to the distribution

license granted to Zimmer for the OneRF Product in October 2024.

No license revenue was generated from the Amended and Restated Zimmer

Development Agreement during the nine months ended June 30, 2024.

NeuroOne Medical Technologies Corporation

Selling, General and Administrative Expenses

Selling, general and administrative expenses were

$4.0 million for the six months ended March 31, 2025, compared to $4.2 million for the six months ended March 31, 2024.

The $0.2 million

decrease in the current six-month period compared to the comparable prior year period was primarily due to lower administrative payroll

of $0.1 million, lower legal costs of $0.2 million, lower public company costs of $0.3 million, offset by higher professional fees of

$0.3 million and facility costs and other general operating expenses of $0.1 million on a net basis.

Selling, general and administrative

expenses included $0.5 million of stock-based compensation during each of the six months ended March 31, 2025 and 2024.

Research and Development Expenses

Research and development expenses were $2.7 million

for the six months ended March 31, 2025, compared to $2.8 million for the six months ended March 31, 2024.

The $0.1 million decrease period

over period was attributed to the timing and an overall reduction in OneRF Product development activities during the current six-month

period when compared to the comparable prior year period.

Research and development primarily included salary-related expenses and costs

related to consulting services, materials and supplies associated with the development of sEEG Products and to a much lesser extent Strip/Grid

Research and development expenses included $0.1 million of stock-based compensation during each of the six months ended March

31, 2025 and 2024.

Fair Value Change

in Warrant Liability

The net change in fair

value of the warrant liability during the six months ended March 31, 2025 was $0.8 million.

The change was due primarily to fluctuations

in our common stock fair value.

There were no warrants outstanding during the six months ended March 31, 2024 that were measured on a

fair value basis.

Financing Costs

Financing costs during

the six months ended March 31, 2025 consisted of the amortization of the deferred issuance costs associated with the debt facility (described

further below) in the amount of $0.2 million and additional legal and loan facility termination costs of $0.1 million upon the termination

of the Debt Facility in November 2024.

We did not incur any financing costs during the six months ended March 31, 2024.

Other income during the six months ended March

31, 2025 and 2024 consisted of $28,000 and $77,000 related to interest income attributed to our cash and cash equivalents, respectively.

Liquidity and Capital Resources

As of March 31, 2025, our principal source of

liquidity consisted of cash and cash equivalents in the aggregate of approximately $1.3 million.

Subsequently, on April 7, 2025, we received

net proceeds of approximately $8.2 million from the April 2025 Financing.

General and Administrative Expenses

general and administrative expenses were $5.6 million for the nine months ended June 30, 2025, compared to $6.1 million for the nine

months ended June 30, 2024.

The $0.5 million decrease in the current nine months ended June 30, 2025 compared to the comparable prior

year period was primarily due to lower legal costs of $0.3 million, lower investor relations and other public company costs of $0.5 million,

offset by higher professional fees of $0.3 million on a net basis.

Selling, general and administrative expenses included $0.7 million

and $0.8 million of stock-based compensation during the nine months ended June 30, 2025 and 2024, respectively.

and Development Expenses

and development expenses were $3.9 million for the nine months ended June 30, 2025, compared to $4.0 million for the nine months ended

June 30, 2024.

The $0.1 million decrease period over period was attributed to the timing and an overall reduction in OneRF Product development

activities during the current nine months ended June 30, 2025 when compared to the comparable prior year period.

Research and development

primarily included salary-related expenses and costs related to consulting services, materials and supplies associated with the development

of sEEG Products and to a much lesser extent Strip/Grid Products.

Research and development expenses included $0.2 million of stock-based

compensation during each of the nine months ended June 30, 2025 and 2024.

Value Change in Warrant Liability

net change in fair value of the warrant liability during the nine months ended June 30, 2025 was $1.1 million.

The change was due primarily

to fluctuations in our common stock fair value.

There were no warrants outstanding during the nine months ended June 30, 2024 that were

measured on a fair value basis.

costs during the nine months ended June 30, 2025 consisted of the amortization of the deferred issuance costs associated with the debt

facility (described further below) in the amount of $0.2 million and additional legal and loan facility termination costs of $0.1 million

upon the termination of the Debt Facility in November 2024.

In addition, $9,000 in legal fees were incurred in connection with the at-the

market offering facility (described further below).

We did not incur any financing costs during the nine months ended June 30, 2024.

income during the nine months ended June 30, 2025 and 2024 consisted of $104,000 and $103,000 related to interest income attributed to

our cash and cash equivalents, respectively.

and Capital Resources

of June 30, 2025, our principal source of liquidity consisted of cash and cash equivalents in the aggregate of approximately $8.0 million.

sources of cash and cash equivalents to date have been limited to license, collaboration and product revenues, along with proceeds from

the issuances of notes with warrants, common stock with and without warrants and unsecured loans with the terms of our more recent financings

described below.

NeuroOne Medical Technologies Corporation

Capital Resources

Our sources of cash and cash equivalents to date

have been limited to license, collaboration and product revenues, along with proceeds from the issuances of notes with warrants, common

stock with and without warrants and unsecured loans with the terms of our more recent financings described below.

2025 Financing

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

underwriter (the “Underwriter”), relating to the issuance and sale of 16,000,000 shares of our common stock, at a price to

the public of $0.50 (the “April 2025 Financing”).

In addition, under the terms of the Underwriting Agreement, we 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 was exercised in full.

Issuance costs in connection with the April 2025 Financing amounted to approximately $1.0 million

which included a 7.0% commission to the Underwriter and legal and other expenses in the amount of $0.3 million.

The Company received approximately

$8.2 million in net proceeds.

August 2024 Private Placement

April 4, 2025, we 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 our common stock, at a

price to the public of $0.50 (the “April 2025 Financing”).

In addition, under the terms of the Underwriting Agreement, we

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 was exercised in full.

Issuance costs in connection with the April 2025 Financing amounted to approximately

$1.0 million which included a 7.0% commission to the Underwriter and legal and other expenses in the amount of $0.3 million.

received approximately $8.2 million in net proceeds.

2024 Private Placement

On August 1, 2024, we entered into a Securities

8 unchanged sentences

The PIPE Warrants are exercisable beginning on

the date of issuance, have an exercise price of $1.19 per share, subject to adjustment, and will expire on the third anniversary of the

date of issuance .

In connection with the 2024 Private Placement,

we agreed to file a registration statement with the SEC covering the resale of the Shares and the shares of common stock issuable upon

exercise of the PIPE Warrants which became effective on September 13, 2024.

At-The-Market Offering

On December 21, 2022, we entered into a Capital

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

to create an at-the-market offering program (“ATM”) under which we may offer and sell shares having an aggregate offering

price of up to $14.5 million.

JonesTrading is entitled to a commission at a fixed commission rate of up to 3% of the gross proceeds.

July 24, 2023, we decreased the amount of common stock that can be sold pursuant to the Sales Agreement, such that we were offering up

to an aggregate of $2.6 million of our common stock for sale under the Sales Agreement, including the shares of our common stock previously

Subsequently, on December 1, 2023, however, we increased the amount of common stock that can be sold pursuant to the Sales Agreement,

such that we were offering up to an aggregate of $4.8 million of our common stock for sale under the Sales Agreement, including the shares

of our common stock previously sold.

On January 5, 2024, we further increased the amount of common stock that can be sold pursuant

to the Sales Agreement, such that we are offering up to an aggregate of $9.3 million of our common stock for sale under the Sales Agreement,

including the shares of common stock previously sold.

Through March 31, 2025, we have issued 5,544,489 shares of common stock under the

ATM for gross proceeds in the amount of $8.0 million.

We incurred issuance costs in connection with the ATM in the amount of $0.6 million

through March 31, 2025.

On August 16, 2024, we increased the amount of common stock that can be sold pursuant to the Sales Agreement by

$3.0 million.

On April 3, 2025, we decreased the amount of common stock that can be sold pursuant to the Sales Agreement to zero.

Debt Facility Financing

On August 2, 2024, we entered into the Debt

Facility Agreement with Growth Opportunity Funding, LLC, as the Lender, which provided for a delayed draw term loan facility in an

aggregate principal amount not to exceed $3.0 million.

We were permitted to borrow loans under the Debt Facility Agreement from time

to time, 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 a change of 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.

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

the date of issuance and had an initial exercise price of $1.19 per share, subject to adjustment.

In April 2025, the exercise price was

reset to $0.465 upon the close of the April 2025 Financing for all of the PIPE Warrants, except for the PIPE Warrants to purchase 20,834

shares of common stock issued to a director on our Board of Directors for which the exercise price was reset to $0.876 per share.

PIPE Warrants will expire on the third anniversary of the date of issuance.

connection with the 2024 Private Placement, we agreed to file a registration statement with the SEC covering the resale of the Shares

and the shares of common stock issuable upon exercise of the PIPE Warrants which became effective on September 13, 2024.

At-The-Market

December 21, 2022, we entered into a Capital on Demand TM Sales Agreement (“Sales Agreement”) with JonesTrading

Institutional Services LLC (“JonesTrading”) to create an at-the-market offering program (“ATM”) under which we

may offer and sell shares having an aggregate offering price of up to $14.5 million.

JonesTrading is entitled to a commission at a fixed

commission rate of up to 3% of the gross proceeds.

On July 24, 2023, we decreased the amount of common stock that can be sold pursuant

to the Sales Agreement, such that we were offering up to an aggregate of $2.6 million of our common stock for sale under the Sales Agreement,

including the shares of our common stock previously sold.

Subsequently, on December 1, 2023, however, we increased the amount of common

stock that can be sold pursuant to the Sales Agreement, such that we were offering up to an aggregate of $4.8 million of our common stock

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

On January 5, 2024, we further increased

the amount of common stock that can be sold pursuant to the Sales Agreement, such that we are offering up to an aggregate of $9.3 million

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

Through June 30, 2025,

we have issued 5,544,489 shares of common stock under the ATM for gross proceeds in the amount of $8.0 million.

We incurred issuance

costs in connection with the ATM in the amount of $0.6 million through June 30, 2025.

On August 16, 2024, we increased the amount of

common stock that can be sold pursuant to the Sales Agreement by $3.0 million.

On April 3, 2025, we decreased the amount of common stock

that can be sold pursuant to the Sales Agreement to zero.

Facility Financing

August 2, 2024, we entered into the Debt Facility Agreement with Growth Opportunity Funding, LLC, as the Lender, which provided for a

delayed draw term loan facility in an aggregate principal amount not to exceed $3.0 million.

We were permitted to borrow loans under

the Debt Facility Agreement from time to time, for general corporate purposes and subject to certain specified conditions, until the

(i) November 30, 2024, (ii) the occurrence of any Monetization Event as defined in the Debt Facility Agreement or a change

of 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.

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

Facility Agreement.

Total costs incurred under the debt facility financing was $0.4 million.

NeuroOne Medical Technologies Corporation

Funding Requirements

Certain of our cash requirements relate to the

funding of our ongoing product development and commercialization operations and our milestone and royalty obligations under our intellectual

property licenses with WARF and Mayo.

See “Part 1, Item 1—Business—Clinical Development and Regulatory Pathway—Clinical

Experience, Future Development and Clinical Trial Plans” in our Annual Report on Form 10-K for the year ended September 30, 2024

for a discussion of design, development, pre-clinical and clinical activities that we may conduct in the future, including expected cash

expenditures required for some of those activities, to the extent we are able to estimate such costs.

On January 21, 2020, we entered into an Amended

and Restated License Agreement (the “WARF License”) with WARF, which amended and restated in full our prior license agreement

with WARF, dated October 1, 2014.

Under the WARF License, we have 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 we or any of our 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 us if not for the WARF License, the royalty rate will be tripled for the remaining term of the WARF License.

Under the Amended and Restated License and Development

Agreement with Mayo (the “Mayo Development Agreement”), we have agreed to pay Mayo a royalty equal to a single-digit percentage

of our product sales pursuant to the Mayo Development Agreement.

See “Note 4 – Commitments and Contingencies” included

in our condensed financial statements included in “Part 1, Item 1 – Financial Statements” in this Report for more information

about the WARF License and the Mayo Development Agreement.

Our other cash requirements within the next twelve

months include accounts payable, accrued expenses, purchase commitments and other current liabilities.

Our other cash requirements greater

than twelve months from various contractual obligations and commitments include operating leases and contracted services.

Refer to “Note

of our cash requirements relate to the funding of our ongoing product development and commercialization operations and our milestone

and royalty obligations under our intellectual property licenses with WARF and Mayo.

See “Part 1, Item 1—Business—Clinical

Development and Regulatory Pathway—Clinical Experience, Future Development and Clinical Trial Plans” in our Annual Report

on Form 10-K for the year ended September 30, 2024 for a discussion of design, development, pre-clinical and clinical activities that

we may conduct in the future, including expected cash expenditures required for some of those activities, to the extent we are able to

estimate such costs.

January 21, 2020, we entered into an Amended and Restated License Agreement (the “WARF License”) with WARF, which amended

and restated in full our prior license agreement with WARF, dated October 1, 2014.

Under the WARF License, we have 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.

we or any of our 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 us if not for the WARF License, the royalty rate

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

the Amended and Restated License and Development Agreement with Mayo (the “Mayo Development Agreement”), we have agreed to

pay Mayo a royalty equal to a single-digit percentage of our product sales pursuant to the Mayo Development Agreement.

4 – Commitments and Contingencies” included in our condensed financial statements included in “Part 1, Item 1 –

Financial Statements” in this Report for further detail of our lease obligations and the timing of expected future payments.

services include agreements with third-party service providers for clinical research, product development, manufacturing, supplies, payroll

services, equipment maintenance services, and audits for periods up to fiscal year 2027.

We expect to satisfy our short-term and long-term

obligations through cash on hand and revenue from commercial sales to cover expenses.

Liquidity Outlook

For a discussion of potential fee payments under

the Amended and Restated Zimmer Development Agreement, see “Note 7 — Zimmer Distribution Agreement and Other Product Revenue”

included in our condensed financial statements included in “Part 1, Item 1 – Financial Statements” in this Report.

though we have received regulatory clearance to expand the use of our Evo sEEG electrode technology for up to 30 days, commercial sales

of the sEEG electrodes and OneRF Products are expected to take some time to be a significant source of liquidity.

Zimmer has exclusive

global rights to distribute our strip and grid cortical electrodes, depth electrodes and electrode cable assembly products.

failure to timely develop or commercialize these products would have a material adverse effect on our business and operating results.

On October 2024, we entered into an Amended and Restated Distribution Agreement with Zimmer to provide Zimmer with the exclusive right

and license to distribute also our 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.

At March 31, 2025, we had cash and cash

equivalents in the aggregate of approximately $1.3 million.

Subsequently, on April 7, 2025, we received net proceeds of

approximately $8.2 million from the April 2025 Financing.

Our independent registered public accounting firm included an explanatory

paragraph in the report on our financial statements as of and for the years ended September 30, 2024 and 2023, respectively, noting

the existence of substantial doubt about our ability to continue as a going concern.

We believe our 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 our

planned expenditures and meet our obligations for at least twelve months from the date of issuance of these financial

Financial Statements” in this Report for more information about the WARF License and the Mayo Development Agreement.

other cash requirements within the next twelve months include accounts payable, accrued expenses, purchase commitments and other current

Our other cash requirements greater than twelve months from various contractual obligations and commitments include operating

leases and contracted services.

Refer to “Note 4 – Commitments and Contingencies” included in our condensed financial

statements included in “Part 1, Item 1 – Financial Statements” in this Report for further detail of our lease obligations

and the timing of expected future payments.

Contracted services include agreements with third-party service providers for clinical research,

product development, manufacturing, supplies, payroll services, equipment maintenance services, and audits for periods up to fiscal year

expect to satisfy our short-term and long-term obligations through cash on hand and revenue from commercial sales to cover expenses.

a discussion of potential fee payments under the Amended and Restated Zimmer Development Agreement, see “Note 7 — Zimmer

Distribution Agreement and Other Product Revenue” included in our condensed financial statements included in “Part 1, Item

1 – Financial Statements” in this Report.

Even though we have received regulatory clearance to expand the use of our Evo

sEEG electrode technology for up to 30 days, commercial sales of the sEEG electrodes and OneRF Products are expected to take some time

to be a significant source of liquidity.

Zimmer has exclusive global rights to distribute our strip and grid cortical electrodes, depth

electrodes and electrode cable assembly products.

Zimmer’s failure to timely develop or commercialize these products would have

a material adverse effect on our business and operating results.

On October 2024, we entered into an Amended and Restated Distribution

Agreement with Zimmer to provide Zimmer with the exclusive right and license to distribute also our 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.

NeuroOne Medical Technologies Corporation

In the future, however, in the absence of an adequate

level of commercial sales to cover expenses, we may need to secure additional funding through public or private equity or debt financings,

through collaborations or partnerships with other companies or other sources.

We may not be able to raise additional capital on terms

acceptable to us, or at all.

Any failure to raise capital when needed could compromise our ability to execute on our business plan.

we are unable to raise additional funds, or if our anticipated operating results are not achieved, we believe planned expenditures may

need to be reduced in order to extend the time period that existing resources can fund our operations.

If we are unable to obtain the

necessary capital in the future from operating results or future financing, it may have a material adverse effect on our operations and

the development of our technology, or we may have to cease operations altogether.

The development and commercialization of our cortical

strip, grid electrode, depth electrode, ablation system technology and future products and technology is subject to numerous uncertainties,

and we could use our cash and cash equivalent resources sooner than we expect.

Additionally, the process of developing medical devices

is costly, and the timing of progress in pre-clinical tests and clinical trials is uncertain.

Our ability to successfully transition to

profitability will be dependent upon achieving further regulatory approvals and achieving a level of product sales adequate to support

our cost structure.

We cannot assure you that we will ever be profitable or generate positive cash flow from operating activities.

The following is a summary of cash flows for each

of the periods set forth below.

Six Months Ended

Net cash provided by (used in) operating activities

June 30, 2025, we had cash and cash equivalents in the aggregate of approximately $8.0 million.

Our independent registered public accounting

firm included an explanatory paragraph in the report on our financial statements as of and for the years ended September 30, 2024 and

2023, respectively, noting the existence of substantial doubt about our ability to continue as a going concern.

We believe our current

available cash and cash equivalents 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 our planned expenditures and

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

the future, however, in the absence of an adequate level of commercial sales to cover expenses, we may need to secure additional funding

through public or private equity or debt financings, through collaborations or partnerships with other companies or other sources.

may not be able to raise additional capital on terms acceptable to us, or at all.

Any failure to raise capital when needed could compromise

our ability to execute on our business plan.

If we are unable to raise additional funds, or if our anticipated operating results are

not achieved, we believe planned expenditures may need to be reduced in order to extend the time period that existing resources can fund

our operations.

If we are unable to obtain the necessary capital in the future from operating results or future financing, it may have

a material adverse effect on our operations and the development of our technology, or we may have to cease operations altogether.

development and commercialization of our cortical strip, grid electrode, depth electrode, ablation system technology and future products

and technology is subject to numerous uncertainties, and we could use our cash and cash equivalent resources sooner than we expect.

Additionally,

the process of developing medical devices is costly, and the timing of progress in pre-clinical tests and clinical trials is uncertain.

Our ability to successfully transition to profitability will be dependent upon achieving further regulatory approvals and achieving a

level of product sales adequate to support our cost structure.

We cannot assure you that we will ever be profitable or generate positive

cash flow from operating activities.

following is a summary of cash flows for each of the periods set forth below.

Nine Months Ended

Net cash used in operating activities

$ (1,311,600 )

$ (8,344,957 )

Net cash used in investing activities

Net cash (used in) provided by financing activities

Net decrease in cash and cash equivalents

Net cash provided by financing activities

Net increase (decrease) in cash and cash equivalents

$ (3,702,516 )

Net cash provided by (used in) operating activities

Net cash provided by operating activities was

$152,000 for the six months ended March 31, 2025, which consisted of a net loss of $0.5 million partially offset by non-cash stock-based

compensation, depreciation, amortization related to intangible assets, a fair value change in warrant liability and operating lease expense,

totaling approximately $0.2 million in the aggregate.

Our net loss was further adjusted to account for the reclassification of debt termination

costs to financing activities in the amount of $0.1 million.

The net change in our net operating assets and liabilities associated with

fluctuations in our operating activities resulted in a cash source of approximately $0.3 million.

The net cash source stemming from the

change in operating assets and liabilities was primarily attributable to both a decrease in inventory and prepaid expenses, partially

offset by a net decrease in our aggregate accrued expenses, other liabilities and accounts payable as well as by an increase in our accounts

receivable attributed to the timing of payments.

Net cash used in operating activities was

$6.0 million for the six months ended March 31, 2024, which consisted of a net loss of $6.2 million partially offset principally by

non-cash stock-based compensation, depreciation, amortization related to intangible assets, operating lease expense, totaling

approximately $0.8 million in the aggregate.

The net change in our net operating assets and liabilities associated with fluctuations

in our operating activities resulted in a cash use of approximately $0.6 million.

The net cash use stemming from the change in

operating assets and liabilities was primarily attributable to both an increase in our accounts receivable and prepaid expense as

well as attributed to a net decrease in our accrued expenses and other liabilities.

Partially offsetting the net cash used for the

period was the reduction in inventory purchases and increase in our account payable attributed to the timing of payments.

cash used in operating activities

cash used in operating activities was $1.3 million for the nine months ended June 30, 2025, which consisted of a net loss of $2.0 million

partially offset by non-cash stock-based compensation, depreciation, amortization related to intangible assets, a fair value change in

warrant liability and operating lease expense, totaling approximately $0.3 million in the aggregate.

Our net loss was further adjusted

to account for the reclassification of debt and equity facility termination costs to financing activities in the amount of $0.1 million.

The net change in our net operating assets and liabilities associated with fluctuations in our operating activities resulted in a cash

source of approximately $0.3 million.

The net cash source stemming from the change in operating assets and liabilities was primarily

attributable to both a decrease in accounts receivable and inventory, partially offset by a net decrease in our aggregate accrued expense

and accounts payable as well as by a slight increase in our prepaid expenses associated with the timing of payments.

cash used in operating activities was $8.3 million for the nine months ended June 30, 2024, which consisted of a net loss of $9.0 million

partially offset principally by non-cash stock-based compensation, depreciation, amortization related to intangible assets, operating

lease expense, totaling approximately $1.3 million in the aggregate.

The net change in our net operating assets and liabilities associated

with fluctuations in our operating activities resulted in a cash use of approximately $0.6 million.

The net cash use stemming from the

change in operating assets and liabilities was primarily attributable to both an increase in our accounts receivable and inventory purchases.

NeuroOne Medical Technologies Corporation

Net used in investing activities

Net cash used in investing activities was $28,000

for the six months ended March 31, 2025 and consisted of outlays for purchases of property and equipment.

Net cash used in investing activities was $68,000

for the six months ended March 31, 2024 and consisted of outlays for purchases of property and equipment.

Net cash (used in) provided by financing activities

Net cash used in financing activities was $0.3

million for the six months ended March 31, 2025, which consisted of issuance costs and repurchases of common stock for the payment of

employee taxes in the amount of $0.7 million in the aggregate, offset partially by proceeds from the ATM of $0.4 million.

Net cash provided by financing activities was

$3.2 million for the six months ended March 31, 2024, which consisted of net proceeds from the ATM of $3.2 million, offset partially by

repurchases of common stock for the payment of employee taxes in the amount of $25,000.

Critical Accounting Estimates

Our financial statements are prepared in accordance

cash used in investing activities

cash used in investing activities was $0.1 million for the nine months ended June 30, 2025 and consisted of outlays for purchases of

property and equipment.

cash used in investing activities was $0.1 million for the nine months ended June 30, 2024 and consisted of outlays for purchases of

property and equipment.

cash provided by financing activities

cash provided by financing activities was $8.0 million for the nine months ended June 30, 2025, which consisted of net proceeds from

the April 2025 Financing of $8.2 million and from the ATM in the amount of $0.3 million, offset by debt facility issuance costs of $0.3

million, issuance costs paid in connection with a prior year private placement of approximately $0.1 million and repurchases of common

stock for the payment of employee taxes in the amount of $0.1 million.

cash provided by financing activities was $4.7 million for the nine months ended June 30, 2024, which consisted of net proceeds from

the ATM of $4.8 million, offset partially by repurchases of common stock for the payment of employee taxes in the amount of $0.1 million.

Accounting Estimates

financial statements are prepared in accordance with U.S.

generally accepted accounting principles.

These accounting principles require us to make estimates and judgments that can affect

the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenue and

expense during the periods presented.

We believe that the estimates and judgments upon which we rely are reasonably based upon information

available to us at the time that we make these estimates and judgments.

To the extent that there are material differences between these

estimates and actual results, our financial results will be affected.

The accounting policies that reflect our more significant estimates

and judgments and which we believe are the most critical to aid in fully understanding and evaluating our reported financial results are

described in “Note 3 — Summary of Significant Accounting Policies” to our condensed financial statements included in

“Part 1, Item 1 – Financial Statements” in this Report.

Of these policies, the following are considered

critical to an understanding of our condensed financial statements included in “Part 1, Item 1 – Financial Statements”

in this Report as they require the application of the most subjective and the most complex judgments:

For discussion about the determination of license

revenue and product revenue, see “Note 7 — Zimmer Distribution Agreement and Other Product Revenue” included in our

condensed financial statements included in “Part 1, Item 1 – Financial Statements” in this Report.

To date, we have

not had, nor expect to have in the future, significant variable consideration adjustments related to product revenue, such as chargebacks,

sales allowances and sales returns.

Stock-based Compensation

For discussions about the application of grant

date fair value associated with our stock-based compensation, see “Note 8 — Stock-Based Compensation” included in our

condensed financial statements included in “Part 1, Item 1 – Financial Statements” in this Report.

These accounting principles require

us to make estimates and judgments that can affect the reported amounts of assets and liabilities as of the date of the financial statements

as well as the reported amounts of revenue and expense during the periods presented.

We believe that the estimates and judgments upon

which we rely are reasonably based upon information available to us at the time that we make these estimates and judgments.

To the extent

that there are material differences between these estimates and actual results, our financial results will be affected.

The accounting

policies that reflect our more significant estimates and judgments and which we believe are the most critical to aid in fully understanding

and evaluating our reported financial results are described in “Note 3 — Summary of Significant Accounting Policies”

to our condensed financial statements included in “Part 1, Item 1 – Financial Statements” in this Report.

these policies, the following are considered critical to an understanding of our condensed financial statements included in “Part

1, Item 1 – Financial Statements” in this Report as they require the application of the most subjective and the most complex

discussion about the determination of license revenue and product revenue, see “Note 7 — Zimmer Distribution Agreement and

Other Product Revenue” included in our condensed financial statements included in “Part 1, Item 1 – Financial Statements”

in this Report.

To date, we have not had, nor expect to have in the future, significant variable consideration adjustments related to

product revenue, such as chargebacks, sales allowances and sales returns.

discussions about the application of grant date fair value associated with our stock-based compensation, see “Note 8 — Stock-Based

Compensation” included in our condensed financial statements included in “Part 1, Item 1 – Financial Statements”

in this Report.

Value of Warrant liability

issued warrants in connection with our August 2024 Private Placement.

The warrants were classified as a liability on our balance sheet

and were recorded at fair value as certain provisions precluded equity accounting treatment for these instruments.

We will continue to

adjust the liabilities for changes in fair value until the earlier of the exercise, expiration, or until such time that cash settlement

or indexation provisions are no longer in effect for the warrants.

For discussions about the application of fair value associated

with the warrants, see “Note 12 – Stockholders’ Equity” included in “Part 1, Item 1 – Financial Statements”

in this Report.

NeuroOne Medical Technologies Corporation

Fair Value of Warrant liability

We issued warrants in connection with our

August 2024 Private Placement.

The warrants were classified as a liability on our balance sheet and were recorded at fair value as certain

provisions precluded equity accounting treatment for these instruments.

We will continue to adjust the liabilities for changes in fair

value until the earlier of the exercise, expiration, or until such time that cash settlement or indexation provisions are no longer in

effect for the warrants.

For discussions about the application of fair value associated with the warrants, see “Note 12 –

Stockholders’ Equity” included in “Part 1, Item 1 – Financial Statements” in this Report.

Income Tax Assets and Liabilities

Income tax assets and liabilities include income

tax valuation allowances.

For additional information, see “Note 10 — Income Taxes” included in our condensed financial

statements included in “Part 1, Item 1 – Financial Statements” in this Report and “Note 12 – Income Taxes”

in “Part II, Item 8 - Financial Statements” of our Annual Report on Form 10-K for the year ended September 30, 2024.

Tax Assets and Liabilities

tax assets and liabilities include income tax valuation allowances.

For additional information, see “Note 10 — Income

Taxes” included in our condensed financial statements included in “Part 1, Item 1 – Financial Statements” in

this Report and “Note 12 – Income Taxes” in “Part II, Item 8 - Financial Statements” of our Annual Report

on Form 10-K for the year ended September 30, 2024.

Contingencies

We are subject to numerous contingencies arising

in the ordinary course of business, including legal contingencies.

For additional information, see “Note 4 — Commitments

and Contingencies” included in our condensed financial statements included in “Part 1, Item 1 – Financial Statements”

in this Report.

Recent Accounting Pronouncements

Refer to “Note 3— Summary of Significant

Accounting Policies” to our condensed financial statements included in “Part 1, Item 1 – Financial Statements”

in this Report for a discussion of recently issued accounting pronouncements.

are subject to numerous contingencies arising in the ordinary course of business, including legal contingencies.

For additional information,

see “Note 4 — Commitments and Contingencies” included in our condensed financial statements included in “Part

1, Item 1 – Financial Statements” in this Report.

Accounting Pronouncements

to “Note 3— Summary of Significant Accounting Policies” to our condensed financial statements included in “Part

1, Item 1 – Financial Statements” in this Report for a discussion of recently issued accounting pronouncements.

Quantitative and Qualitative Disclosures About Market Risk

Not applicable for smaller reporting companies.

applicable for smaller reporting companies.

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 2. Management’s Discussion and Analysis