What changed in this filing

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Item 9A. Controls and Procedures

2025-12-17 compared with 2024-12-17 · 97 added, 107 removed, 145 unchanged (58% of the section changed)

15 unchanged sentences

Based on this evaluation, our Chief Executive

Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level

as of September 30, 2024.

Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance

level as of September 30, 2025 due to the material weakness in our internal controls over financial reporting as discussed further below.

Notwithstanding this material weakness, our management has concluded that the financial statements included elsewhere in this Annual

Report present fairly, in all material respects, our financial position, results of operations and cash flows in conformity with generally

accepted accounting principles.

Management’s Annual Report on Internal

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future conditions.

Management, with the participation of the Chief

Executive Officer and Chief Financial Officer, assessed our internal control over financial reporting as of September 30, 2024, the end

of our fiscal year.

Management based its assessment on criteria established in Internal Control-Integrated Framework (2013) issued by

the Committee of Sponsoring Organizations of the Treadway Commission.

Based on that evaluation, management has concluded that the Company’s

internal control over financial reporting was effective as of September 30, 2024.

Medical Technologies Corporation

NeuroOne Medical Technologies

with the participation of the Chief Executive Officer and Chief Financial Officer, assessed our internal control over financial

reporting as of September 30, 2025, the end of our fiscal year.

Management based its assessment on criteria established in Internal

Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on that

evaluation, management has concluded that the Company’s internal control over financial reporting was not effective as of

September 30, 2025 due to the material weakness in our internal controls over financial reporting as discussed further

Company identified a material weakness related to insufficient segregation of duties within its accounting and financial reporting functions.

Specifically, due to the Company’s limited accounting personnel and organizational structure, certain individuals had the ability

to initiate, process, record, and review financial transactions, as well as prepare and post journal entries, without adequate independent

material weakness resulted in an increased risk that errors or misstatements in the Company’s financial statements may not be prevented

or detected on a timely basis.

after giving full consideration to the material weakness, and the additional analyses and other procedures that we performed to ensure

that our financial statements included in this Annual Report on Form 10-K were prepared in accordance with U.S.

GAAP, our management

has concluded that our financial statements present fairly, in all material respects, our financial position, results of operations and

cash flows for the periods disclosed in conformity with U.S.

has been implementing and continues to implement measures designed to ensure that control deficiencies contributing to the material weakness

are remediated, such that these controls are designed, implemented, and operating effectively.

The remediation actions include:

policies and procedures to retain adequate documentary evidence for certain management review

controls over certain business processes including precision of review and evidence of review

procedures performed to demonstrate effective operation of such controls;

● Segregating

key functions within our financial processes supporting our internal controls over financial

to enhance and formalize our accounting, business operations, procedures, and controls to

achieve complete, accurate, and timely financial accounting, reporting and disclosures.

The material weakness will not be considered remediated until the

applicable controls have operated for a sufficient period of time and management has concluded, through testing, that the controls are

Exemption from Attestation Report of Independent

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OTHER INFORMATION

During the fiscal year 2024, none of our other

directors or executive officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any contract,

instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions

of Rule 10b5-1(c) under the Exchange Act or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT

During the quarter ended September 30, 2025, none of our directors

or executive officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any contract, instruction

or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)

under the Exchange Act or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS

THAT PREVENT INSPECTIONS

Not applicable.

Medical Technologies Corporation

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

NeuroOne Medical Technologies

DIRECTORS, EXECUTIVE OFFICERS AND

CORPORATE GOVERNANCE

The information required by Item 10 is hereby

incorporated by reference to the sections of the 2025 Proxy Statement under the captions “Executive Compensation”, “Proposal

1 - Election of Class II Director,” and “Executive Officers,” and “Board and Committee Information.”

incorporated by reference from the sections of the 2026 Proxy Statement under the captions “Executive Compensation”, “Proposal

1 - Election of Class III Directors,” and “Executive Officers,” and “Board and Committee Information.”

EXECUTIVE COMPENSATION

The information required by Item 11 is hereby

incorporated by reference to the sections of the 2025 Proxy Statement under the captions “Executive Compensation” and “Proposal

1 - Election of Class II Director - Non-Employee Director Compensation – 2024 Compensation.”

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

AND RELATED STOCKHOLDER MATTERS

incorporated by reference from the sections of the 2026 Proxy Statement under the captions “Executive Compensation” and “Proposal

1 - Election of Class III Directors - Non-Employee Director Compensation – 2025 Compensation.”

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by Item 12 is hereby

incorporated by reference to the sections of the 2025 Proxy Statement under the captions “Security Ownership of Certain Beneficial

incorporated by reference from the sections of the 2026 Proxy Statement under the captions “Security Ownership of Certain Beneficial

Owners and Management” and “Executive Compensation - Securities Authorized for Issuance under Equity Compensation Plans.”

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by Item 13 is hereby

incorporated by reference to the sections of the 2025 Proxy Statement under the captions “Certain Relationships and Related-Party

incorporated by reference from the sections of the 2026 Proxy Statement under the captions “Certain Relationships and Related-Party

Transactions” and “Board and Committee Information.”

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Registered Public Accounting Firm.”

Medical Technologies Corporation

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of this Annual

NeuroOne Medical Technologies

EXHIBITS AND FINANCIAL STATEMENT

The following documents are filed as part of this Annual Report:

Financial Statements:

The financial statements filed as part

of this Annual Report are listed in Part II, Item 8.

The financial statements filed as part of this Annual Report are listed in Part II, Item 8.

Financial Statement Schedules:

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provided because the information called for is not required or is shown either in the financial statements or notes thereto.

(3) Exhibits:

The exhibits incorporated by reference or filed

as part of this Annual Report are listed in the Index to Exhibits below.

The exhibits incorporated by reference

or filed as part of this Annual Report are listed in the Index to Exhibits below.

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)

9 unchanged sentences

(incorporated by reference to Exhibit 10.12 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017)

2017 Equity Incentive Plan

of the Company (incorporated by reference to Appendix G to Schedule 14C filed on April 20, 2017)

Medical Technologies Corporation

NeuroOne Medical Technologies

2017 Equity Incentive Plan of the Company (incorporated by reference to Appendix G to Schedule 14C filed on April 20, 2017)

NeuroOne Medical Technologies Corporation 2017 Equity Incentive Plan Option Agreement (incorporated by reference to Exhibit 10.15 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017)

1 unchanged sentence

NeuroOne Medical Technologies Corporation 2021 Inducement Plan (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on October 4, 2021)

First Amendment to NeuroOne Medical Technologies Corporation 2021 Inducement Plan (incorporated by reference to Exhibit 10.2 on the Registrant’s Current Report on Form 8-K filed on November 14, 2023)

NeuroOne Medical Technologies Corporation 2021 Inducement Plan Form of Option Grant Agreement (incorporated by reference to Exhibit 10.2 on the Registrant’s Current Report on Form 8-K filed on October 4, 2021)

First Amendment to NeuroOne Medical Technologies Corporation 2021 Inducement Plan (incorporated by reference

to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on November 14, 2023)

Second Amendment to NeuroOne Medical Technologies Corporation 2021 Inducement Plan (incorporated by reference to Exhibit 10.1 on the Registrant’s Quarterly Report on Form 10-Q filed on August 14, 2025)

2025 Equity Incentive Plan of the Company (incorporated by reference from Exhibit 10.1 to the Form 8-K/A filed on February 20, 2025)

NeuroOne Medical Technologies Corporation 2025 Equity Incentive Plan Form of Restricted Stock Unit Grant Agreement (incorporated by reference from Exhibit 10.2 to the Form 8-K filed on February 20, 2025)

NeuroOne Medical Technologies Corporation 2025 Equity Incentive Plan Form of Option Grant Agreement (incorporated by reference from Exhibit 10.3 to the Form 8-K filed on February 20, 2025)

Offer Letter to Mark Christianson from NeuroOne, Inc.

dated December 1, 2016 (incorporated by reference to Exhibit 10.18 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017)

Form of Indemnification

Agreement with the Company’s Officers and Directors (incorporated by reference to Exhibit E to Appendix B to Schedule 14C filed

on April 20, 2017)

Form of Indemnification Agreement with the Company’s Officers and Directors (incorporated by reference to Exhibit E to Appendix B to Schedule 14C filed on April 20, 2017)

Employment Agreement by and between NeuroOne Medical Technologies Corporation and David A.

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Rosa dated September 9, 2024 (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on September 13, 2024)

Non-Employee Director Compensation Policy

Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.9 on the Registrant’s Annual Report on Form 10-K filed on December 17, 2024)

Employee Proprietary Information, Inventions, Assignment and Non-Competition Agreement.

(incorporated by reference to Exhibit 10.52 on the Registrant’s Annual Report on Form 10-KT filed on December 12, 2018)

Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 on the Registrant’s Current Report on Form 8-K filed on January 4, 2019)

NeuroOne Medical Technologies

Offer Letter between Steve Mertens and NeuroOne Medical Technologies Corporation, effective April 1, 2019 (incorporated by reference to Exhibit 10.2 on the Registrant’s Quarterly Report on Form 10-Q filed on May 10, 2019)

1 unchanged sentence

Lease Agreement dated October 7, 2019, by and among NeuroOne Medical Technologies Corporation and Biynah Cleveland, LLC, BIP Cleveland, LLC, and Edenvale Investors (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on October 11, 2019)

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on October 29, 2019)

Form of Broker Warrant (incorporated by reference to Exhibit 4.1 on the Registrant’s Current Report on Form 8-K filed on January 24, 2020)

Medical Technologies Corporation

Form of Warrant (incorporated by reference to Exhibit 4.2 on the Registrant’s Current Report

on Form 8-K filed on May 1, 2020)

Employment Offer Letter, dated as of January 1, 2021, by and between Ron McClurg and the Company

(incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on January 7, 2021)

First Amendment to Offer Letter, dated as of September 9, 2024, by and between NeuroOne Medical Technologies

Corporation and Ronald McClurg (incorporated by reference to Exhibit 10.2 on the Registrant’s Current Report on Form 8-K filed

on September 13, 2024)

Form of Warrant (incorporated by reference to Exhibit 4.1 on the Registrant’s Current Report

on Form 8-K filed on January 15, 2021)

Form of Common Stock and Warrant Purchase Agreement (incorporated by reference to Exhibit 10.1 on

the Registrant’s Current Report on Form 8-K filed on January 15, 2021)

Underwriting Agreement, dated October 13, 2021, between NeuroOne Medical Technologies Corporation

and Craig-Hallum Capital Group LLC (incorporated by reference to Exhibit 1.1 on the Registrant’s Current Report on Form 8-K

filed on October 14, 2021)

Capital on Demand™ Sales Agreement, dated December 21, 2022 between NeuroOne Medical Technologies

Corporation and JonesTrading Institutional Services LLC (incorporated by reference to Exhibit 1.1 on the Registrant’s Annual

Report on Form 10-K filed on December 22, 2022)

Underwriting Agreement, dated July 24, 2023, between NeuroOne Medical Technologies Corporation and

The Benchmark Company, LLC (incorporated by reference to Exhibit 1.1 on the Registrant’s Current Report on Form 8-K filed on

July 27, 2023)

Amended and Restated Exclusive Development and Distribution Agreement, dated October 25, 2024, by

and between NeuroOne Medical Technologies Corporation and Zimmer, Inc.

(incorporated by reference to Exhibit 10.1 on the Registrant’s

Current Report on Form 8-K filed on October 31, 2024)

Form of Warrant (incorporated by reference to Exhibit 4.1 on the Registrant’s Current Report

on Form 8-K filed August 7, 2024)

Form of Warrant (incorporated by reference to Exhibit 4.2 on the Registrant’s Current Report

on Form 8-K filed August 7, 2024)

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed August 7, 2024)

Employment Offer Letter, dated as of November 10, 2023, by and between the Company and Christopher

Employment Offer Letter, dated as of January 1, 2021, by and between Ron McClurg and the Company (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on January 7, 2021)

First Amendment to Offer Letter, dated as of September 9, 2024, by and between NeuroOne Medical Technologies Corporation and Ronald McClurg (incorporated by reference to Exhibit 10.2 on the Registrant’s Current Report on Form 8-K filed on September 13, 2024)

Form of Warrant (incorporated by reference to Exhibit 4.1 on the Registrant’s Current Report on Form 8-K filed on January 15, 2021)

Form of Common Stock and Warrant Purchase Agreement (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on January 15, 2021)

Capital on Demand™ Sales Agreement, dated December 21, 2022 between NeuroOne Medical Technologies Corporation and JonesTrading Institutional Services LLC (incorporated by reference to Exhibit 1.1 on the Registrant’s Annual Report on Form 10-K filed on December 22, 2022)

Amended and Restated Exclusive Development and Distribution Agreement, dated October 25, 2024, by and between NeuroOne Medical Technologies Corporation and Zimmer, Inc.

(incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on October 31, 2024)

Form of Warrant (incorporated by reference to Exhibit 4.1 on the Registrant’s Current Report on Form 8-K filed August 7, 2024)

Form of Warrant (incorporated by reference to Exhibit 4.2 on the Registrant’s Current Report on Form 8-K filed August 7, 2024)

Employment Offer Letter, dated as of November 10, 2023, by and between the Company and Christopher R.

Volker (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on November 14, 2023)

First Amendment to Offer Letter, dated as of September 9, 2024, by and between the Company and Christopher

First Amendment to Offer Letter, dated as of September 9, 2024, by and between the Company and Christopher R.

Volker (incorporated by reference to Exhibit 10.3 on the Registrant’s Current Report on Form 8-K filed on September 13, 2024)

Loan and Security Agreement, dated as of August 2, 2024, by and between the Company and Growth Opportunity Funding, LLC (incorporated by reference to Exhibit 10.2 on the Registrant’s Current Report on Form 8-K filed on August 7, 2024)

Medical Technologies Corporation

Insider Trading Policy

21.1* Subsidiaries of the Registrant

Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 on the Registrant’s Current Report on Form 10-K filed on December 17, 2024)

NeuroOne Medical Technologies

Consent of Baker Tilly US, LLP

5 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

97.1* NeuroOne Medical Technologies Corporation Policy for the Recovery of Erroneously Awarded Compensation

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101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

NeuroOne Medical Technologies Corporation Policy for the Recovery of Erroneously Awarded Compensation (incorporated by reference to exhibit 97.1 on the Registrant’s Form 10-K on December 17, 2024)

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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Indicates furnished herewith.

# Certain schedules and exhibits have been omitted pursuant

to Item 601(a)(5) of Regulation S-K.

# Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

portions of the exhibits that are not material have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

Copies of the unredacted

exhibits will be furnished to the SEC upon request.

## Portions of this exhibit have been omitted pursuant to a

request for confidential treatment and have been separately filed with the Securities and Exchange Commission.

Schedules and exhibits to this agreement have been omitted

pursuant to Item 601(a)(5) of Regulation S-K.

The Company agrees to furnish any omitted schedules or exhibits upon the request

A list of the omitted schedules and exhibits to this agreement is as follows:

Schedule of Purchasers;

Form of Warrant;

Accredited Investor Qualification Questionnaire;

Bad Actor Questionnaire;

and Exhibit E:

Stockholder Questionnaire.

Certain portions of the exhibits that are not material have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

Copies of the unredacted exhibits will be furnished to the SEC upon request.

Portions of this exhibit have been omitted pursuant to a request for confidential treatment and have been separately filed with the Securities and Exchange Commission.

Indicates management contract or compensatory plan.

(b) The exhibits listed in Item 15(a)(3) are hereby filed with

this Annual Report.

The exhibits listed in Item 15(a)(3) are hereby filed with this Annual Report.

FORM 10-K SUMMARY

Medical Technologies Corporation

NeuroOne Medical Technologies

Pursuant to the requirements of Section 13 or

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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-K

Item 9A. Controls and Procedures