Item 5. Other Information
Item
5. Other Information
Rule
10b5-1 Trading Plans - Directors and Section 16 Officers
During
the three months ended March 31, 2025, none of the Company’s directors or Section 16 officers adopted or terminated any contract,
instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions
of Rule 10b5-1(c) of the Exchange Act or any “non-Rule 10b5-1 trading arrangement”.
Inducement
Plan Amendment
On
May 20, 2025, the Company's board of directors adopted the Second Amendment (the “Second 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 575,000 shares of common stock that may be issued pursuant to equity incentive awards under
the Inducement Plan. The Company believes that the increase in the shares reserved under the Inducement Plan is necessary to allow it
to attract qualified employees.
The
foregoing description of the terms of the Second Amendment is qualified in its entirety by reference to the actual terms of the Second
Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
35
NeuroOne Medical Technologies Corporation
Form 10-Q
Item
6. Exhibits
Exhibit No.
Document
3.1
Certificate of Incorporation of NeuroOne Medical Technologies Corporation (incorporated by reference to Exhibit 3.4 on the Registrant’s Current Report on Form 8-K filed on June 29, 2017).
3.2
Certificate of Amendment to Amended and Restated Certificate of Incorporation of NeuroOne Medical Technologies Corporation (incorporated by reference to Exhibit 3.1 on the Registrant’s Current Report on Form 8-K filed on March 31, 2021) .
3.3
Amended and Restated Bylaws of NeuroOne Medical Technologies Corporation (incorporated by reference to Exhibit 3.1 on the Registrant’s Current Report on Form 8-K filed on June 21, 2024 ) .
10.1*
Second Amendment to NeuroOne Medical Technologies Corporation 2021 Incentive Plan
10.2
Underwriting Agreement, dated April 4, 2025, between NeuroOne Medical Technologies Corporation and Ladenburg Thalmann & Co. Inc. (incorporated by reference to Exhibit 1.1 on the Registrant’s Current Report on Form 8-K filed on April 7, 2025).
31.1*
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**
Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**
Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
Inline XBRL Instance Document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document.
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*
Filed
herewith.
**
Documents
are furnished and not filed.
36
NeuroOne Medical Technologies Corporation
Form 10-Q
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by
the undersigned thereunto duly authorized.
Dated:
August 14, 2025
NeuroOne
Medical Technologies Corporation
By:
/s/
David Rosa
David
Rosa
Chief
Executive Officer
(Principal
Executive Officer)
By:
/s/
Ronald McClurg
Ronald
McClurg
Chief
Financial Officer
(Principal
Financial Officer and
Principal Accounting Officer)
37
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.