Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures
(as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) which are controls and other procedures that are designed to provide
reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is
accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow
timely decisions regarding required disclosure.
As of September 30, 2025, our management, with
the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation
of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Disclosure controls and
procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports
we file or submit under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive
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
Control Over Financial Reporting
Our management is responsible for establishing
and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial
reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that,
in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting
principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and Board of
Directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition
of our assets that could have a material effect on the financial statements.
Our management, including our Chief Executive
Officer and Chief Financial Officer, recognizes that our internal control over financial reporting cannot prevent or detect all errors
and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the
control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems,
no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues
and instances of fraud, if any, have been detected. The design of any system of controls is based in part on certain assumptions about
the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential
future conditions.
65
NeuroOne Medical Technologies
Corporation
Form 10-K
Management,
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
below.
Material
Weakness
The
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
review.
This
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.
However,
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. GAAP.
Remediation
Plans
Management
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:
● Enhancing
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
reporting; and
● Continuing
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
effective.
Exemption from Attestation Report of Independent
Registered Public Accounting Firm
This Report does not include an attestation report
of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was
not subject to attestation by our independent registered public accounting firm pursuant to the rules of the SEC that permit us to provide
only Management’s report because we are a non-accelerated filer.
Changes in Internal Control Over Financial
Reporting
No change in our internal control over financial
reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter ended September 30, 2025 that
has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
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.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS
THAT PREVENT INSPECTIONS
Not applicable.
66
NeuroOne Medical Technologies
Corporation
Form 10-K
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE
The information required by Item 10 is hereby
incorporated by reference from the sections of the 2026 Proxy Statement under the captions “Executive Compensation”, “Proposal
No. 1 - Election of Class III Directors,” and “Executive Officers,” and “Board and Committee Information.”
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is hereby
incorporated by reference from the sections of the 2026 Proxy Statement under the captions “Executive Compensation” and “Proposal
No. 1 - Election of Class III Directors - Non-Employee Director Compensation – 2025 Compensation.”
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by Item 12 is hereby
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.”
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by Item 13 is hereby
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.”
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by Item 14 is hereby
incorporated by reference to the sections of the 2026 Proxy Statement under the caption “Proposal No. 2 - Ratification of Independent
Registered Public Accounting Firm.”
67
NeuroOne Medical Technologies
Corporation
Form 10-K
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES
(a)
The following documents are filed as part of this Annual Report:
(1)
Financial Statements: The financial statements filed as part of this Annual Report are listed in Part II, Item 8.
(2)
Financial Statement Schedules:
No financial statement schedules are
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.
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 )
4.1
Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017)
4.2
Description of Securities (incorporated by reference to Exhibit 4.2 on the Registrant’s Annual Report on Form 10-K filed on December 20, 2019)
10.1 #
Amended and Restated Exclusive Start-up Company License Agreement effective January 21, 2020 by and between NeuroOne Medical Technologies Corporation and Wisconsin Alumni Research Foundation (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on January 24, 2020)
10.2 ##
Mayo Foundation for Medical Education and Research Amended and Restated License and Development Agreement by and between Mayo Foundation for Medical Education and Research, and NeuroOne LLC dated as of May 25, 2017 (incorporated by reference to Exhibit 10.3 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017)
10.3 +
2016 Equity Incentive Plan of NeuroOne, Inc. (incorporated by reference to Exhibit 10.11 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017)
10.3.1 +
Form of Stock Option Award Agreement pursuant to 2016 Equity Incentive Plan of NeuroOne, Inc. (incorporated by reference to Exhibit 10.12 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017)
68
NeuroOne Medical Technologies
Corporation
Form 10-K
10.4 +
2017 Equity Incentive Plan of the Company (incorporated by reference to Appendix G to Schedule 14C filed on April 20, 2017)
10.4.1 +
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)
10.4.2 +
NeuroOne Medical Technologies Corporation 2017 Equity Incentive Plan Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.16 on the Registrant’s Current Report on Form 8-K filed on July 20, 2017)
10.5 +
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)
10.5.1 +
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)
10.5.2 +
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)
10.6.1 +
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)
10.6.2 +
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)
10.6.3+
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)
10.7 +
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)
10.8 +
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)
10.9 +
Employment Agreement by and between NeuroOne Medical Technologies Corporation and David A. Rosa dated August 4, 2017 (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed on August 7, 2017)
10.9.1 +
First Amendment to Employment Agreement between NeuroOne Medical Technologies Corporation and David A. 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)
10.10 +
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)
10.11 +
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)
69
NeuroOne Medical Technologies
Corporation
Form 10-K
10.12 +
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)
10.12.1 +
First Amendment to Offer Letter between the Company and Steve Mertens, dated as of September 9, 2024 (incorporated by reference to Exhibit 10.4 on the Registrant’s Current Report on Form 8-K filed on September 13, 2024)
10.13
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)
10.14
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)
10.15 +
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)
10.15.1+
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)
10.16
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)
10.16
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)
10.17
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)
10.18#
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)
10.19
Form of Warrant (incorporated by reference to Exhibit 4.1 on the Registrant’s Current Report on Form 8-K filed August 7, 2024)
10.20
Form of Warrant (incorporated by reference to Exhibit 4.2 on the Registrant’s Current Report on Form 8-K filed August 7, 2024)
10.21.1 +
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)
10.21.2 +
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)
19.1*
Insider Trading Policy
21.1
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)
70
NeuroOne Medical Technologies
Corporation
Form 10-K
23.1*
Consent of Baker Tilly US, LLP
31.1*
Certification of Principal Executive Officer Pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification of Principal Financial Officer Pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**
Certification of Principal Financial Officer Pursuant to 18 U.S.C. 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 (incorporated by reference to exhibit 97.1 on the Registrant’s Form 10-K on December 17, 2024)
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
104.1
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*
Indicates filed herewith.
**
Indicates furnished herewith. # 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. 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.
(c)
None.
ITEM 16. FORM 10-K SUMMARY
None.
71
NeuroOne Medical Technologies
Corporation
Form 10-K
SIGNATURES
Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: December 17, 2025
NEUROONE MEDICAL TECHNOLOGIES CORPORATION
By:
/s/ DAVID ROSA
David Rosa
Chief Executive Officer
Pursuant to the requirements of the Securities
Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.
SIGNATURE
TITLE
DATE
/s/ DAVID ROSA
Chief Executive Officer and Director
December 17, 2025
David Rosa
(Principal Executive Officer)
/s/ RONALD MCCLURG
Chief Financial Officer
December 17, 2025
Ronald McClurg
(Principal Financial Officer and Principal Accounting Officer)
/s/ PAUL BUCKMAN
Chairman of the Board of Directors
December 17, 2025
Paul Buckman
/s/ EDWARD ANDRLE
Member of the Board of Directors
December 17, 2025
Edward Andrle
/s/ JEFFREY MATHIESEN
Member of the Board of Directors
December 17, 2025
Jeffrey Mathiesen
72