What changed in this filing

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Item 1. Financial Statements

2026-05-12 compared with 2026-02-17 · 1139 added, 306 removed, 637 unchanged (69% of the section changed)

28 unchanged sentences

100,000,000 shares authorized;

50,413,148 and 50,006,464 shares issued and outstanding as of December 31, 2025 and September 30, 2025, respectively.

8,615,532 and 8,334,336 shares issued and outstanding as of March 31, 2026 and September 30, 2025, respectively.

Additional paid–in capital

7 unchanged sentences

Condensed Statements of Operations

For the three months ended

Three Months Ended

Six Months Ended

Product revenue

6 unchanged sentences

Total operating expenses

(Loss) income from operations

Loss from operations

( 2,100,844 )

( 2,680,016 )

( 3,808,151 )

Fair value change in warrant liability

Financing costs

(Loss) income before income taxes

Loss before income taxes

( 2,085,669 )

( 2,270,607 )

( 3,523,559 )

Provision for income taxes

Net (loss) income

$ ( 2,085,669 )

Net (loss) income per share:

Number of shares used in per share calculations:

$ ( 2,270,607 )

$ ( 3,523,559 )

$ ( 485,285 )

Net loss per share (Note 1):

Number of shares used in per share calculations (Note 1):

See accompanying notes to condensed financial statements

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( 73,219,091 )

Issuance of common stock attributed to equity financings

Issuance costs related to equity financings

Stock-based compensation

Issuance of common stock upon vesting of restricted stock units

Share repurchases for the payment of employee taxes

( 2,270,607 )

Balance at March 31, 2025

$ ( 75,489,698 )

Stockholders’

9 unchanged sentences

( 80,047,677 )

See accompanying notes to condensed financial statements

Issuance of common stock attributed to equity financings

Stock-based compensation

Exercise of warrants

Issuance of common stock upon vesting of restricted stock units

Share repurchases for the payment of employee taxes

( 2,085,669 )

Balance at March 31, 2026

$ ( 82,133,346 )

See accompanying notes to condensed financial

NeuroOne Medical Technologies Corporation

Condensed Statements of Cash Flows

For the three months ended

Six Months Ended

Operating activities

Net (loss) income

$ ( 3,523,559 )

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

$ ( 485,285 )

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

Amortization and depreciation

Amortization of deferred offering costs

Stock-based compensation

Debt issuance costs reclassified to financing activities

Fair value change in warrant liability

Amortization of deferred offering costs

Non-cash lease expense

Fair value change in warrant liability

Debt termination costs reclassed to financing activities

Change in assets and liabilities:

1 unchanged sentence

( 1,161,713 )

( 2,192,277 )

Prepaid expenses

7 unchanged sentences

Financing activities

Exercise of warrants

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

Proceeds from issuance of common stock attributed to equity financings

Issuance costs related equity financings

Financing costs in connection with debt facility

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

Exercise of warrants

Share repurchases for the payment of employee taxes

Net cash provided by (used in) financing activities

Net decrease in cash

Net cash provided by provided by (used in) financing activities

Net decrease in cash and cash equivalents

( 3,766,371 )

Cash at beginning of period

Cash at end of period

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

Supplemental non-cash financing and investing transactions:

Change in unpaid deferred offering costs attributed to the at-the-market offering program

Unpaid property and equipment purchases

Unpaid debt issuance costs

Change in unpaid issuance costs

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

Purchased property and equipment in accounts payable

Cashless exercise of warrants

Reclass of warrant liability to equity upon exercise

See accompanying notes to condensed financial statements

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OneRF Ablation System in the brain.

The Company initiated a limited market release of its OneRF TN Ablation System in December 2025.

Company’s other products and indications are still under development.

The Company initiated a limited market release of its OneRF TN Ablation System in December 2025 and

completed the limited market release in March 2026.

The Company’s other products and indications are still under development.

The Company is based in Eden Prairie, Minnesota.

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

The Company expects to submit a request

for a tariff refund for minor tariffs paid by the Company to the U.S.

government under the International Emergency Economic Powers Act,

but the timing and amount of cash receipt pursuant to such future submission remains uncertain.

We will continue to monitor guidance issued

regarding the refund process.

Basis of presentation

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the operating results for the full fiscal year or any future periods.

Reverse Stock Split

On April 14, 2026, the

Company filed an amendment to its Amended and Restated Certificate of Incorporation, as amended and/or restated from time to time, to

effectuate a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $ 0.001 per share (the

“Reverse Stock Split”).

Trading of the common stock on The Nasdaq Capital Market commenced on a split-adjusted basis at market

open on April 16, 2026.

All amounts in the condensed financial statements have been retroactively adjusted to reflect the Reverse Stock

As a result of the Reverse

Stock Split, every 6 shares of the Company’s common stock issued or outstanding was automatically reclassified into one validly

issued, fully-paid and non-assessable new share of common stock, subject to the treatment of fractional shares as described below, without

any action on the part of the holders.

Proportional adjustments were made to the number of shares of common stock awarded and available

for issuance under the Company’s equity incentive plans, as well as the exercise price and the number of shares issuable upon the

exercise or conversion of the Company’s outstanding stock options and other equity securities under the Company’s equity incentive

All outstanding warrants were also adjusted in accordance with their terms.

The shares of common stock outstanding following the

Reverse Stock Split will remain fully paid and non-assessable.

The Reverse Stock Split did not affect the number of authorized shares

of common stock or the par value per share of the common stock.

No fractional shares

were issued in connection with the Reverse Stock Split.

Stockholders who would otherwise be entitled to receive fractional shares as a

result of the Reverse Stock Split were automatically entitled to receive a cash payment equal to the market value of the fractional share.

The Reverse Stock Split affected all stockholders uniformly and did not alter any stockholder’s relative interest in the Company’s

equity securities, except for any adjustments for fractional shares.

NOTE 2 - Going Concern

The accompanying condensed financial

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

The Company has incurred losses since

inception, negative cash flows from operations, and an accumulated deficit of $ 80.0 million as of December 31, 2025.

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

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

Company’s ability to continue as a going concern.

As of December 31, 2025, the Company had $ 3.6 million in cash and cash

The Company believes its current available cash and cash equivalents coupled with the anticipated increase in product

revenues from minimum purchases and improved gross margins under the distribution agreement with Zimmer (See “Note 7–

Zimmer Distribution Agreement and Other Product Revenue”) and forecasted operating expense reductions, will be sufficient to

fund the Company’s operations through September 2026.

The raising of additional funds is not solely within the control of the

These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The condensed

financial statements do not include any adjustments that might result from the outcome of this condition.

If the Company is unable

to raise additional funds, or the Company’s anticipated operating results are not achieved, management believes planned

expenditures may need to be reduced in order to extend the time period that existing resources can fund the Company’s

The accompanying condensed financial statements

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

The Company has incurred losses since inception, negative

cash flows from operations, and an accumulated deficit of $ 82.1 million as of March 31, 2026.

To date, the Company’s revenues have

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

debt and sale of equity securities which previously resulted in substantial doubt regarding the Company’s ability to continue as

a going concern.

As of March 31, 2026, the Company had $ 2.8 million in cash and cash equivalents.

The Company believes its current

available cash and cash equivalents coupled with the anticipated increase in product revenues from minimum purchases and improved gross

margins under the distribution agreement with Zimmer (See “Note 7– Zimmer Distribution Agreement and Other Product Revenue”)

and forecasted operating expense reductions, will be sufficient to fund the Company’s operations through September 2026.

of additional funds is not solely within the control of the Company.

These factors raise substantial doubt about the Company’s ability

to continue as a going concern.

The condensed financial statements do not include any adjustments that might result from the outcome of

this condition.

If the Company is unable to raise additional funds, or the Company’s anticipated operating results are not achieved,

management believes planned expenditures may need to be reduced in order to extend the time period that existing resources can fund the

Company’s operations.

The Company intends to fund ongoing activities

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operations of the Company and the development of its technology, or the Company may have to cease operations altogether.

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

NOTE 3 – Summary of Significant Accounting

Management’s Use of Estimates

The preparation of financial statements in

conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and

liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported

amounts of revenues and expenses during the reporting period.

The preparation of financial statements in conformity

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure

of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during

the reporting period.

Actual results could differ from those estimates.

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The Company has experienced no credit losses from its cash and cash equivalent

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

Revenue Recognition

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estimated period of performance using the cumulative catch-up method.

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

Product Revenue

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Cost of product revenue consists of the manufacturing

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

Products”), strip and grid cortical electrodes (the “Strip/Grid Products”), depth electrodes (“sEEG Products”)

and outside supplier materials costs in connection with the electrode cable assembly products (“Electrode Cable Assembly Products”).

In addition, cost of product revenue includes royalty fees incurred in connection with the Company’s license agreements as well

as valuation adjustments for excess or obsolete inventory.

and materials costs incurred by the Company’s third-party contract manufacturers in connection with OneRF Brain Ablation System

and the OneRF® Trigeminal Nerve Ablation System (the “OneRF Products”), strip and grid cortical electrodes (the “Strip/Grid

Products”), depth electrodes (“sEEG Products”) and outside supplier materials costs in connection with the electrode

cable assembly products (“Electrode Cable Assembly Products”) when sold.

In addition, cost of product revenue includes royalty

fees incurred in connection with the Company’s license agreements as well as valuation adjustments for excess or obsolete inventory.

License Revenue

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the measure of performance and related revenue recognition.

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

Milestone payments :

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See “Note 12– Stockholders’ Equity”.

The Company accounts for these warrants as a liability

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

Additionally, issuance costs

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

The Company accounts for these warrants as a

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

Additionally, issuance

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

of operations.

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

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

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

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

Fair Value of Financial Instruments

The Company’s accounting for fair

value measurements of assets and liabilities that are recognized or disclosed at fair value in the condensed financial statements on

a recurring or nonrecurring basis adheres to the Financial Accounting Standards Board (“FASB”) fair value hierarchy that

prioritizes the inputs to valuation techniques used to measure fair value.

The hierarchy gives the highest priority to unadjusted

quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements

involving significant unobservable inputs (Level 3 measurements).

The Company’s accounting for fair value

measurements of assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring or nonrecurring

basis adheres to the Financial Accounting Standards Board (“FASB”) fair value hierarchy that prioritizes the inputs to valuation

techniques used to measure fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical

assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level

3 measurements).

The three levels of the fair value hierarchy are as follows:

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Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.

As of December 31, 2025 and September 30, 2025,

the fair values of cash, cash equivalents, accounts receivable, inventory, prepaid expenses, deferred offering costs, accounts payable

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

As of March 31, 2026 and September 30, 2025, the

fair values of cash, cash equivalents, accounts receivable, inventory, prepaid expenses, deferred offering costs, accounts payable and

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

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

1 unchanged sentence

There were no transfers between fair value hierarchy levels

during the three months ended December 31, 2025 and 2024.

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

during the three and six months ended March 31, 2026 and 2025.

The fair value of financial instruments measured

on a recurring basis is as follows:

As of December 31, 2025

As of March 31, 2026

Warrant liability

3 unchanged sentences

Total liabilities at fair value

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

The following table provides a roll-forward of

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

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

31, 2026 and 2025, respectively.

Warrant liability

Balance as of beginning of year

Balance as of beginning of Period

Change in fair value of warrant liability

Balance as of end of year

Balance as of end of period

Intellectual Property

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Depreciation expense is recognized over the estimated useful lives of the assets using the straight-line

The estimated useful life for equipment and furniture ranges from three to seven years .

The estimated useful life for equipment and furniture ranges from three to five years .

Tangible assets acquired for research

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value of the impaired asset.

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

Accounts Receivable and Allowances for Credit

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demand of the products and spare parts.

The Company’s inventory is currently comprised of our Commercialized Product components,

The Company’s inventory is currently comprised of its commercialized product components,

work-in-process and finished goods.

The Commercialized Products are produced by a third-party contract manufacturer and our electrode

cable assembly components are obtained from outside suppliers.

The commercialized products are produced by a third-party contract manufacturer and electrode cable

assembly components are obtained from outside suppliers.

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

Research and Development Costs

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and administrative expenses during the period that it is incurred.

Total advertising expense amounted to $ 60,551 and $ 38,543 for the three

months ended December 31, 2025 and 2024, respectively.

Total advertising expense amounted to $ 58,848 and $ 119,399 for

the three and six months ended March 31, 2026, respectively.

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

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

Selling, General and Administrative

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provisions of ASC 718.

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

Income taxes are accounted for under the asset

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

Net (loss) income per share

Basic net (loss) income per share of common stock

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

Diluted earnings or loss per share of common stock is computed similarly to basic earnings or loss per share except the weighted average

shares outstanding are increased to include additional shares from the assumed exercise of any common stock equivalents, if dilutive.

The Company’s warrants, stock options and restricted stock units, while outstanding, are considered common stock equivalents for

this purpose.

Diluted earnings is computed utilizing the treasury method for the warrants, stock options and restricted stock units.

common stock equivalents that were antidilutive were excluded in calculating diluted income per share.

Net loss per share

For the Company, basic loss per share of common

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

Diluted earnings or loss per share of common stock

is computed similarly to basic earnings or loss per share except the weighted average shares outstanding are increased to include additional

shares from the assumed exercise of any common stock equivalents, if dilutive.

The Company’s warrants, stock options, and restricted

stock units while outstanding are considered common stock equivalents for this purpose.

Diluted earnings or loss per share of common stock

is computed utilizing the treasury method for the warrants, stock options and restricted stock units.

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

The table below presents the computation of basic

and diluted loss per share:

Three Months Ended

Six Months Ended

Net loss available to common stockholders - basic

$ ( 2,085,669 )

$ ( 2,270,607 )

$ ( 3,523,559 )

$ ( 485,285 )

Weighted average common shares outstanding - basic

Loss per share - basic

Net loss available to common stockholders – diluted

$ ( 2,085,669 )

$ ( 2,270,607 )

$ ( 3,735,165 )

$ ( 485,285 )

Weighted average common shares outstanding - diluted

Loss per share - diluted

(1) For the three and six months ended March 31, 2025, no adjustment was made to the numerator and no incremental

shares were added to the denominator for the PIPE Warrants being accounted for as a derivative liability as the PIPE Warrants were out-of-the-money

during these periods.

See “Note 12 – Stockholders’ Equity”.

The following table presents the computation of

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

weighted average common shares considered in the computation of diluted net loss per share during the three and six months ended March

Three Months Ended

Six Months Ended

Denominator (weighted average shares)

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Dilutive stock options

Dilutive restricted stock units

Dilutive warrants

Diluted common shares outstanding

For the three months ended December 31, 2025,

no common stock equivalents were included in the diluted loss per share because such inclusion would be anti-dilutive given the net loss

reported for the current year period.

The following potential common shares were not

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

ended December 31:

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

March 31, 2026 and 2025:

Three Months Ended

Six Months Ended

Stock options

1 unchanged sentence

Recent Accounting Pronouncements

In December 2023, the FASB issued Accounting Standards

Update (ASU) 2023-09 Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which enhances income tax disclosures primarily

related to the rate reconciliation and income taxes paid information.

This guidance also includes certain other amendments to improve

the effectiveness of income tax disclosures.

This ASU is effective for fiscal years beginning after December 15, 2024, including interim

periods within those fiscal years and should be applied on a prospective basis, with retrospective application permitted.

is currently evaluating the impact of the adoption of this guidance on its condensed financial statements.

In December 2023, the FASB issued Accounting

Standards Update (ASU) 2023-09 Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which enhances income tax

disclosures primarily related to the rate reconciliation and income taxes paid information.

This guidance also includes certain

other amendments to improve the effectiveness of income tax disclosures.

This ASU is effective for fiscal years beginning after

December 15, 2024, including interim periods within those fiscal years and should be applied on a prospective basis, with

retrospective application permitted.

The Company adopted this guidance on October 1, 2025 and the newly adopted guidance will result

in additional income tax disclosures in its financial statements.

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

2024, the FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic

Disaggregation of Income Statement Expenses.

This ASU is intended to improve the disclosures related to expenses and provide

investors more detailed information about certain types of expenses.

This ASU is effective for annual periods beginning after December

15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating

the potential impact that this new standard will have on its financial statements and related disclosures.

NOTE 4 – Commitments and Contingencies

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

three months ended December 31, 2025 and 2024, $ 37,500 in royalty fees were incurred related to the WARF License during each of these

periods and were reflected as a component of cost of product revenue.

three months ended March 31, 2026 and 2025, $ 37,500 in royalty fees were incurred related to the WARF License during each of these periods.

During the six months ended March 31, 2026 and 2025, $ 75,000 in royalty fees were incurred during each of these periods related to the

WARF License.

The royalty fees were reflected as a component of cost of product revenue.

has an exclusive license and development agreement with the Mayo Foundation for Medical Education and Research (“Mayo”) related

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During the three

months ended December 31, 2025 and 2024, no royalty fees were incurred related to the Mayo Agreement.

and six months ended March 31, 2026 and 2025, no royalty fees were incurred related to the Mayo Agreement.

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

Facility Leases

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leases office space located at 7599 Anagram Drive, Eden Prairie, Minnesota (the “Premises”).

The Company took possession

of the Premises on November 1, 2019, with the term of the Lease ending June 30, 2028, as amended, unless terminated earlier (the “Lease

The Company took possession of

the Premises on November 1, 2019, with the term of the Lease ending June 30, 2028, as amended, unless terminated earlier (the “Lease

The base rent for the Premises ranges from $ 6,410 per month to $ 7,107 per month by the end of the Lease Term.

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the Company pays its pro rata share of the Landlord’s annual operating expenses associated with the Premises.

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

Los Gatos Lease

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Gatos Lease ranges from $ 4,939 to $ 5,087 per month beginning on January 1, 2025.

During the three months ended December 31, 2025

and 2024, rent expense associated with the facility leases, including cancellable arrangements, amounted to $ 70,401 and $ 69,178 , respectively.

During the three and six months ended March 31,

2026, rent expense associated with the facility leases amounted to $ 69,785 and $ 140,186 , respectively.

During the three and six months

ended March 31, 2025, rent expense associated with the facility leases amounted to $ 70,065 and $ 139,243 , respectively.

Supplemental cash flow information related to the operating leases

was as follows:

For the three months ended

For the six months ended

Cash paid for amounts included in the measurement of lease liability:

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Less imputed interest

Short-term portion (included in other liabilities)

Short-term portion (included in accrued expenses and other liabilities)

Long-term portion

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NOTE 5 – Supplemental Balance Sheet Information

Inventory consisted of the following:

December 31, 2025

Inventory consisted of the following as of:

March 31, 2026

September 30, 2025

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Excess and obsolete valuation

reserve adjustments reflected as a reduction of component inventory as of both December 31, 2025 and September 30, 2025 was $ 10,000 .

reserve adjustments reflected as a reduction of component inventory as of both March 31, 2026 and September 30, 2025 was $ 10,000 .

Intangible assets rollforward is as follows:

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12 - 13 years

Net Intangibles, December 31, 2025

Net Intangibles, March 31, 2026

Amortization expense was $ 5,579 and $ 11,157 for

the three months ended December 31, 2025 and 2024, respectively.

the three and six months ended March 31, 2026, respectively, and $ 5,579 and $ 11,158 for the three and six months ended March 31, 2025,

respectively.

NeuroOne Medical Technologies Corporation

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Property and equipment, net

Depreciation expense was $ 59,945 and $ 59,548 for

the three months ended December 31, 2025 and 2024, respectively.

Depreciation expense was $ 54,450 and $ 114,395

for the three months and six months ended March 31, 2026, respectively, and $ 60,055 and $ 119,603 for the three months and six months ended

March 31, 2025, respectively.

NOTE 6 - Accrued Expenses and Other Liabilities

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

of its OneRF™ product.

In addition, the Company is eligible to receive a future milestone payment of $ 1.0 million upon reaching

a one-time sales volume threshold, but does not anticipate achieving this milestone.

of its OneRF Ablation System in the brain.

Distribution and commercialization of the OneRF® Trigeminal Nerve Ablation System is not

covered by the License.

In addition, the Company is eligible to receive a future milestone payment of $ 1.0 million upon reaching a one-time

sales volume threshold, but does not anticipate achieving this milestone.

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

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granted to Zimmer under this Amendment shall be exclusive (i) until September 30, 2032 for the sEEG Products and Strip/Grid Products;

and (ii) until October 31, 2034 for the OneRF™ Product System.

and (ii) until October 31, 2034 for the OneRF Ablation System in the brain.

NeuroOne Medical Technologies Corporation

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Product Revenue

Product revenue recognized during the three months

ended December 31, 2025 and 2024 was $ 2,892,635 and $ 3,274,167 , respectively, and was comprised primarily of OneRF Ablation System revenue.

The OneRF Ablation System was subject to the Amendment upon its execution in October 2024.

Product revenue recognized during the three and

six months ended March 31, 2026 was $ 2,391,185 and $ 5,283,820 , respectively, and was comprised of sales of OneRF Products.

Product revenue recognized during the three and

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

Recognition of License Revenue

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to Zimmer which occurred in October 2024.

Revenue recognized under the Amendment during the three months ended December 31, 2024

was $ 3.0 million.

No license revenue was recognized during the three months ended December 31, 2025.

Revenue recognized under the Amendment during the six months ended March 31, 2025 was $ 3.0 million.

No license revenue was recognized during the three and six months ended March 31, 2026.

NOTE 8 – Stock-Based Compensation

During the three months ended December 31, 2025

and 2024, stock-based compensation expense was included in selling, general and administrative and research and development costs as follows

in the accompanying condensed statements of operations.

During the three and six months ended March 31,

2026 and 2025, stock-based compensation expense related to stock-based awards was included in selling, general and administrative and

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

Three Months Ended

Six Months Ended

Selling, general and administrative

1 unchanged sentence

Total stock-based compensation expense

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

2025 Equity Incentive Plan

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

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

The 2025 Plan is the successor to and continuation

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Initially, the maximum number of shares of the

Company’s common stock that may be issued under the 2025 Plan may not exceed (1) 3,000,000 and (2) any shares subject

to outstanding stock awards under the 2017 Plan that are forfeited or otherwise returned to the share reserve.

Company’s common stock that may be issued under the 2025 Plan may not exceed (1) 500,000 and (2) any shares subject to

outstanding stock awards under the 2017 Plan that are forfeited or otherwise returned to the share reserve.

See “Note 15 - Subsequent

Inducement Plan

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Medical Technologies Corporation 2021 Inducement Plan (the “Inducement Plan”), pursuant to which the Company reserved 70,058 shares

of its common stock to be used exclusively for grants of awards to individuals who were not previously employees or directors of the Company,

as an inducement material to the individual’s entry into employment with the Company within the meaning of Rule 5635(c)(4) of the

Nasdaq Listing Rules.

The Inducement Plan was approved by the Company’s Board of Directors without stockholder approval in accordance

with such a rule.

On November 9, 2023, the Company’s Board of Directors adopted the First Amendment to the Company’s Inducement

Plan, increasing the aggregate number of shares of common stock that may be issued pursuant to equity incentive awards under the Inducement

Plan by 150,000 shares, and on May 20, 2025, the Board adopted 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 an additional 575,000 shares for an aggregate total of 1,145,350 shares.

of its common stock to be used exclusively for grants of awards to individuals who were not previously employees or directors of the

Company, as an inducement material to the individual’s entry into employment with the Company within the meaning of Rule 5635(c)(4)

of the Nasdaq Listing Rules.

The Inducement Plan was approved by the Company’s Board of Directors without stockholder approval

in accordance with such a rule.

On November 9, 2023, the Company’s Board of Directors adopted the First Amendment to the Company’s

Inducement Plan, increasing the aggregate number of shares of common stock that may be issued pursuant to equity incentive awards under

the Inducement Plan by 25,000 shares.

Additionally, on May 20, 2025, the Board of Directors adopted 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 an additional 95,833 shares.

Lastly, on February 25, 2026, the Board of Directors

adopted the Third 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 an additional 83,333 shares for an aggregate total

of 274,224 shares.

Stock Options

During the three months ended December 31, 2025,

the Company granted 4,806 stock options to one of the Company’s directors.

The weighted-average grant date fair value of the grants

issued during the three months ended December 31, 2025 was $ 0.58 per share with vesting occurring over a 12-month period based on a time-of-service

The total expense for the three months ended December 31, 2025 and 2024 related to stock options was $ 245,233 and $ 202,954 ,

respectively.

The total number of stock options outstanding as of December 31, 2025 and September 30, 2025 was 6,087,973 and 6,083,167 ,

respectively.

The weighted-average assumptions used in the Black-Scholes

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

During the three months ended March 31, 2026

and 2025, the Company granted 83,334 and 8,514 stock options, respectively, to its board of directors and officers.

During the six months

ended March 31, 2026 and 2025, the Company granted 84,135 and 8,514 stock options, respectively, to its board of directors and officers.

Vesting generally occurs over a 12 to 46 month period based on a time of service condition.

The grant date fair value of the grants issued

during the three months ended March 31, 2026 and 2025 was $ 3.35 and $ 5.87 per share, respectively.

The grant date fair value of the grants

issued during the six months ended March 31, 2026 and 2025 was $ 3.35 and $ 5.87 per share, respectively.

The total expense for the three months ended

March 31, 2026 and 2025 related to stock options was $ 243,854 and $ 128,378 , respectively.

The total expense for the six months ended

March 31, 2026 and 2025 related to stock options was $ 489,088 and $ 331,332 , respectively.

The total number of stock options outstanding

as of March 31, 2026 and September 30, 2025 was 1,098,038 and 1,013,903 , respectively.

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

The weighted-average assumptions used in the

Black-Scholes option-pricing model are as follows for the stock options granted during the three and six months ended March 31, 2026

Three Months Ended Six Months Ended

March 31, March 31,

2026 2025 2026 2025

Expected stock price volatility 107.1 % 110.2 % 107.1 % 110.2 %

2 unchanged sentences

Risk free interest rate 3.6 % 4.3 % 3.6 % 4.3 %

During the three months ended December 31, 2025

and 2024, 170,304 and 394,450 stock options vested, and zero stock options were forfeited during these periods.

During the three months ended March 31, 2026

and 2025, 27,059 and 18,282 stock options vested, respectively, and zero stock options were forfeited during these periods.

six months ended March 31, 2026 and 2025, 55,443 and 84,024 stock options vested, respectively, and zero stock options were forfeited

during these periods, respectively.

During the three and six months ended March 31, 2026 and 2025, no options were exercised.

Restricted Stock Units

There were 7,758 restricted stock units (“RSUs”)

granted during the three months ended December 31, 2025 to one of the Company’s directors.

The RSUs granted during this period had

a grant date fair value of $ 0.72 per share and will vest ratably over a twelve month period.

There were no RSU grants during the comparable

prior year period.

During the three months ended December 31, 2025 and 2024, 36,417 and 37,809 RSUs vested during these periods, respectively.

The total expense for the three months ended December 31, 2025 and 2024 related to RSUs was $ 114,022 and $ 136,270 , respectively.

were forfeited during the three months ended December 31, 2025 and 2024.

The total number of RSUs outstanding as of December 31, 2025

and September 30, 2025 was 784,037 and 812,696 , respectively.

NeuroOne Medical Technologies

During the six months ended March 31, 2026, the

Company granted an aggregate of 1,293 restricted stock units (“RSUs”) to a non-employee director under the 2025 Plan.

weighted average grant date fair value of the RSUs granted during the six months ended March 31, 2026 was $ 4.30 per RSU.

The RSUs granted

vest over a one-year period in equal monthly installments, subject to the recipient’s continued service on such dates.

During the three and six months ended March 31,

2025, the Company granted an aggregate of 13,887 RSUs to non-employee directors under the 2025 Plan.

The weighted average grant date

fair value of the RSUs granted during the three and six months ended March 31, 2025 was $ 7.20 per RSU.

The RSUs granted vest over a one-year

period in equal monthly installments, subject to the recipient’s continued service on such dates.

During the three months ended March 31, 2026

and 2025, 45,915 and 48,088 RSUs vested, respectively, and no RSUs were forfeited during these periods.

During the six months ended March

31, 2026 and 2025, 51,983 and 54,390 RSUs vested, respectively, and no RSUs were forfeited during these periods.

The total expense for

the three months ended March 31, 2026 and 2025 related to these RSUs was $ 98,281 and $ 121,792 , respectively.

The total expense for the

six months ended March 31, 2026 and 2025 related to these RSUs was $ 212,302 and $ 258,062 , respectively.

The total RSUs outstanding as

of March 31, 2026 and September 30, 2025 was 84,750 and 135,439 , respectively.

As of March 31, 2026, 307,010 shares were available

in the aggregate for future issuance under the 2025 Plan, 2017 Plan and Inducement Plan.

Unrecognized stock-based compensation was $ 2,454,928

as of March 31, 2026.

The unrecognized share-based expense is expected to be recognized over a weighted average period of 2.5 years.

NOTE 9 – Concentrations

For the three months and six months ended March

31, 2026, one customer accounted for 99.4 % and 99.7 % of the Company’s product revenue, respectively.

For the three months and six months ended March

31, 2025, one customer accounted for 100.0 % and 93.9 % of the Company’s product revenue, respectively.

Supplier concentration

One contract manufacturer produces all of the

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

OneRF Ablation System generator.

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

As of December 31, 2025, 1,753,491 shares were

available in the aggregate for future issuance under the 2025 Equity Incentive Plan, 2017 Plan and Inducement Plan.

Unrecognized stock-based

compensation was $ 2,518,302 as of December 31, 2025.

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

average period of 2.8 years.

NOTE 10 – Income Taxes

The effective tax rate for the three and six

months ended March 31, 2026 and 2025 was zero percent.

As a result of the analysis of all available evidence as of March 31, 2026 and September

30, 2025, the Company recorded a full valuation allowance on its net deferred tax assets.

Consequently, the Company reported no income

tax benefit during the three and six months ended March 31, 2026 and 2025.

If the Company’s assumptions change and the

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

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

If the assumptions do not change,

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

NOTE 11 - Debt Financing

On August 2, 2024, the Company entered into a loan

and security agreement (the “Debt Facility Agreement”) with Growth Opportunity Funding, LLC, as the lender (the “Lender”),

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

The Company was permitted to borrow loans under the Debt Facility from time to time (collectively, the “Loans”), for general

corporate purposes and subject to certain specified conditions, until the earliest of:

(i) November 30, 2024, (ii) the occurrence of

any Monetization Event or Change of Control (as each defined in the Debt Facility Agreement), or (iii) at the Lender’s option,

upon the occurrence and during the continuance of an event of default under the Debt Facility Agreement.

On November 7, 2024, the Company

terminated the Debt Facility Agreement, and no amounts were drawn under the Debt Facility Agreement.

The Company paid a termination fee

of $ 125,000 to the Lender and incurred additional legal fees of $ 7,091 related to the termination.

The Company also incurred non-termination

Debt Facility costs of $ 192,647 during the six months ended March 31, 2025.

At closing of the Debt

Facility, the Company issued to the Lender a warrant exercisable for five years for 16,666 shares of common stock at an exercise price

of $ 3.96 per share, subject to adjustment (the “Closing Date Debt Facility Warrant”).

The Closing Date Debt Facility Warrant

was accounted for and classified as equity on the accompanying condensed balance sheets.

NOTE 12 – Stockholders’ Equity

August 2024 Private Placement

March 2026 Private Placement

On March 1, 2026, the

Company entered into a securities purchase agreement (the “March 2026 Private Placement”) with a newly appointed officer

of the Company, David Wambeke, to issue and sell 166,666 shares of the Company’s common stock at a price per share equal to $ 4.02242 .

The March 2026 Private Placement closed on March 2, 2026 upon which the Company received gross proceeds in the amount of $ 670,400 .

costs in connection with the March 2026 Private Placement were nil .

August 2024 Private

On August 1, 2024, the

Company entered into a Securities Purchase Agreement with certain accredited investors (the “Purchasers”), pursuant to

which the Company, in a private placement (the “2024 Private Placement”), agreed to issue and sell an aggregate of (i) 2,944,446

shares of the Company’s common stock and (ii) warrants to purchase an aggregate of 2,208,333 shares of common stock (the “PIPE

Warrants”) at a purchase price of $ 0.90 per unit, consisting of one share and a PIPE Warrant to purchase 0.75 shares of common stock,

resulting in total gross proceeds of approximately $ 2.65 million before deducting expenses.

Issuance costs attributed to 2024 Private

Placement amounted to approximately $ 0.2 million.

Company entered into a Securities Purchase Agreement with certain accredited investors (the “Purchasers”), pursuant

to which the Company, in a private placement (the “2024 Private Placement”), agreed to issue and sell an aggregate of (i)

490,741 shares of the Company’s common stock and (ii) warrants to purchase an aggregate of 368,052 shares of common stock (the

“PIPE Warrants”) at a purchase price of $ 5.40 per unit, consisting of one share and a PIPE Warrant to purchase 0.75 shares

of common stock, resulting in total gross proceeds of approximately $ 2.65 million before deducting expenses.

Issuance costs attributed

to 2024 Private Placement amounted to approximately $ 0.2 million.

The 2024 Private Placement closed on August 2, 2024.

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.

One of the Purchasers in the 2024 Private Placement included Paul Buckman, a director on the

Company’s Board of Directors.

The PIPE Warrants were

accounted for and classified as liabilities on the accompanying condensed balance sheets given certain price reset provisions not used

for a fair valuation under a fixed for fixed settlement scenario as required for equity balance sheet classification.

Carlo simulation model was used to estimate the aggregate fair value of the PIPE Warrants.

Input assumptions used were as follows on December

31, 2025 and September 30, 2025:

exercisable beginning on the date of issuance, have an initial exercise price of $ 7.14 per share, subject to adjustment, and will expire

on the third anniversary of the date of issuance.

One of the Purchasers in the 2024 Private Placement included Paul Buckman, a director

on the Company’s Board of Directors.

In April 2025, the exercise price was reset to $ 2.79 upon the close of the April 2025 Financing

for all of the PIPE Warrants, except for the PIPE Warrants to purchase 3,472 shares of common stock issued to a director on our Board

of Directors for which the exercise price was reset to $ 5.26 per share.

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

The PIPE Warrants were accounted for and classified

as liabilities on the accompanying condensed balance sheets given certain price reset provisions not used for a fair valuation under

a fixed for fixed settlement scenario as required for equity balance sheet classification.

A Monte Carlo simulation model

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

Input assumptions used were as follows on March 31, 2026 and September

risk-free interest rate 3.65 % and 3.55 %, respectively;

1 unchanged sentence

respectively;

expected life of 1.59 years and 1.84 years, respectively;

expected life

of 1.34 years and 1.84 years, respectively;

and expected dividend yield zero percent for both dates.

The underlying stock

price used was the market price as quoted on Nasdaq as of December 31, 2025 and September 30, 2025.

The underlying stock price used

was the market price as quoted on Nasdaq as of March 31, 2026 and September 30, 2025.

The Company recorded the fair value change of the

PIPE Warrants in the amount of $ 8,271 and a benefit of $( 214,469 ) to the fair value change in warrant liability line item on the accompanying

condensed statements of operations for the three and six months ended March 31, 2026, respectively.

The Company recorded the fair value

change of the PIPE Warrants in the amount of $ 222,740 and $ 389,445 in the fair value change in warrant liability line item on the accompanying

condensed statements of operations for the three months ended December 31, 2025 and 2024, respectively.

change of the PIPE Warrants in the amount of a $( 390,351 ) benefit and a $( 779,796 ) benefit to the fair value change in warrant liability

line item on the accompanying condensed statements of operations for the three and six months ended March 31, 2025, respectively.

At-The-Market Offering

On December 21, 2022, the Company entered into a Capital on Demand TM

Sales Agreement (the “Sales Agreement”) with JonesTrading Institutional Services LLC (“JonesTrading”) that created

an at-the-market offering program (“ATM”) under which the Company may offer and sell common stock 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 December 21, 2022, the Company entered into

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

that created an at-the-market offering program (“ATM”) under which the Company may offer and sell common stock 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.

2023, the Company changed the amount of common stock that can be sold pursuant to the Sales Agreement to $ 4.8 million (including shares

previously sold).

On January 5, 2024, the Company increased the amount of common stock that can be sold pursuant to the Sales

Agreement, such that the Company was offering up to an aggregate of $ 9.3 million of its common stock for sale under the Sales Agreement,

including the shares of common stock previously sold.

On August 16, 2024, the Company increased the amount of common stock that can be

sold pursuant to the Sales Agreement by $ 3.0 million.

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

On August 15, 2025, we increased the amount of common stock that can be sold pursuant to the Sales Agreement to $ 6,750,000 .

NeuroOne Medical Technologies

Notes to Condensed Financial Statements

There were no shares issued out of the ATM during

the three months ending December 31, 2025 and 2024.

There were no issuance costs incurred under the ATM during the three months ended

December 31, 2025.

On April 3, 2025, we decreased the amount of

common stock available under the ATM to zero , and August 15, 2025, we increased the amount of common stock that can be sold pursuant

to the Sales Agreement to $ 6,750,000 .

During the three and six months ended March 31,

2025, 59,314 shares of common stock were issued under the ATM for an aggregate offering price of $ 414,037 .

Issuance costs incurred under

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

There were no shares issued out of the ATM during the three

and six months ended March 31, 2026.

The total aggregate offering price and common

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

Cumulative issuance costs incurred under the ATM Program through December 31, 2025 was $ 617,882 , inclusive of deferred offering costs.

stock issued since inception of the ATM Program through March 31, 2026 was $ 8,000,600 and 924,081 shares, respectively.

issuance costs incurred under the ATM Program through March 31, 2026 was $ 617,882 , inclusive of deferred offering costs.

Warrant Activity and Summary

Warrants Exercise

Warrant Weighted Average

Price Weighted Average Term

Warrant Weighted Average Exercise

Price Weighted Average Term (years)

Outstanding at September 30, 2025 1,149,323 $ 2.79 - 33.66 $ 21.92 0.96

Exercised (1) ( 93,750 ) $ 2.79

Outstanding at December 31, 2025 6,520,875 $ 0.465 - 5.61 $ 3.84 0.66

Outstanding and exercisable at December 31, 2025 6,520,875 $ 0.465 - 5.61 $ 3.84 0.66

Expired ( 694,462 ) $ 31.50 $ 31.50 —

Outstanding at March 31, 2026 361,111 $ 2.79 - 33.66 $ 8.47 1.52

Outstanding and exercisable at March 31, 2026 361,111 $ 2.79 - 33.66 $ 8.47 1.52

(1) 16,780 of the shares exercised were withheld in connection with a cashless exercise.

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

The following table summarizes information about

warrants outstanding at December 31, 2025:

warrants outstanding as of March 31, 2026:

Exercise Price Number Outstanding Weighted Average

Remaining Contractual

life (Years) Number Exercisable at

$ 0.465 1,662,504 1.59 1,662,504

life (Years) Number Exercisable as of

March 31, 2026

$ 2.79 245,830 1.34 245,830

4 unchanged sentences

Total 361,111 361,111

NOTE 10 - Debt Financing

Debt Facility Financing

On August 2, 2024, the Company entered into a loan

and security agreement (the “Debt Facility Agreement”) with Growth Opportunity Funding, LLC, as the lender (the “Lender”),

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

The Company was permitted to borrow loans under the Debt Facility from time to time (collectively, the “Loans”), for general

corporate purposes and subject to certain specified conditions, until the earliest of:

(i) November 30, 2024, (ii) the occurrence of any

Monetization Event or Change of Control (as each defined in the Debt Facility Agreement), or (iii) at the Lender’s option, upon

the occurrence and during the continuance of an event of default under the Debt Facility Agreement.

On November 7, 2024, the Company terminated

the Debt Facility Agreement, and no amounts were drawn under the Debt Facility Agreement.

The Company paid a termination fee of $ 125,000

to the Lender and incurred additional legal fees of $ 7,091 related to the termination.

The Company also incurred non-termination Debt

Facility costs of $ 192,647 during the three months ended December 31, 2024.

At closing of the Debt

Facility, the Company issued to the Lender a warrant exercisable for five years for 100,000 shares of common stock at an exercise price

of $ 0.66 per share, subject to adjustment (the “Closing Date Debt Facility Warrant”).

The Closing Date Debt Facility Warrant

was accounted for and classified as equity on the accompanying condensed balance sheets.

NeuroOne Medical Technologies

Notes to Condensed Financial Statements

NOTE 11 – Concentrations

For the three months ended December 31, 2025,

one customer accounted for 100 % of the Company’s product revenue.

For the three months ended December 31, 2024, one customer accounted

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

Supplier concentration

One contract manufacturer produces all of the

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

OneRF Ablation system generator.

NOTE 12 – Income Taxes

The effective tax rate for the three months ended

December 31, 2025 and 2024 was zero percent.

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

30, 2025, the Company recorded a full valuation allowance on its net deferred tax assets.

Consequently, the Company reported no income

tax benefit during the three months ended December 31, 2025 and 2024.

If the Company’s assumptions change and the Company

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

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

If the assumptions do not change, each

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

NOTE 13 - Defined Contribution Plan

3 unchanged sentences

payroll withholdings into the 401K Plan subject to federal law limits.

The Company may match 100 % of deferrals up to 3 % of one’s

contributions.

The Company may match 100 % of deferrals up to 3 % of

one’s contributions.

The Company’s matching contributions to employee deferrals are discretionary.

The Company may also make discretionary

profit sharing contributions under the 401K Plan in the future, but it has not done so through December 31, 2025.

The Company may also make

discretionary profit sharing contributions under the 401K Plan in the future, but it has not done so through March 31, 2026.

Employee contributions and any employer matching

4 unchanged sentences

date of hire.

The Company did not make any contributions to the 401K Plan during the three months ended December 31, 2025 and 2024.

The Company did not make any contributions to the 401K Plan during the three and six months ended March 31, 2026 and 2025.

NOTE 14 – Segment Reporting

Operating segments are defined as components of

an enterprise about which separate discrete information is available for evaluation by the CODM in deciding how to allocate resources

Operating segments are defined as components

of an enterprise about which separate discrete information is available for evaluation by the CODM in deciding how to allocate resources

in assessing performance.

3 unchanged sentences

recognizes the Neuromodulation Products as one reporting segment.

NeuroOne Medical Technologies

Notes to Condensed Financial Statements

The accounting policies of the Neuromodulation

1 unchanged sentence

The CODM assesses performance for

the Neuromodulation Products segment based on net (loss) income, which is reported on the statements of operations as net (loss) income.

The measure of segment assets is reported on the balance sheet as total assets.

the Neuromodulation Products segment based on net loss income, which is reported on the statements of operations as net loss.

of segment assets is reported on the balance sheet as total assets.

The Company does not have any intra-entity sales or transfers.

3 unchanged sentences

and performance.

Net (loss) income is used to monitor budget versus actual results.

Monitoring budgeted versus actual results is used

in assessing performance of the segment and in establishing management’s compensation.

The statements of operations below are inclusive of the significant

expense categories regularly reviewed by the CODM for the three months ended December 31, 2025 and 2024:

Net loss is used to monitor budget versus actual results.

Monitoring budgeted versus actual results is used in assessing

performance of the segment and in establishing management’s compensation.

NeuroOne Medical Technologies Corporation

Notes to Condensed Financial Statements

The statements of operations below are inclusive

of the significant expense categories regularly reviewed by the CODM for the three and six months ended March 31, 2026 and 2025:

Three months ended

Six months ended

Product revenue

1 unchanged sentence

Product gross profit

Collaborations revenue

License revenue

Operating expenses:

2 unchanged sentences

Total operating expenses

(Loss) income from operations

Loss from operations

( 2,100,844 )

( 2,680,016 )

( 3,808,151 )

Fair value change in warrant liability

Financing costs

Other income, net

(Loss) income before income taxes

Loss before income taxes

( 2,085,669 )

( 2,270,607 )

( 3,523,559 )

Provision for income taxes

Net (loss) income

$ ( 2,085,669 )

NeuroOne Medical Technologies

$ ( 2,270,607 )

$ ( 3,523,559 )

$ ( 485,285 )

NOTE 15 – Subsequent Events

On April 3, 2026, at the 2026 annual meeting

of stockholders, the stockholders of the Company approved the increase in share authorization under the 2025 Plan by 250,000 shares.

In addition, an evergreen provision was approved whereby the number of shares available under the 2025 Plan will be increased

automatically on January 1 each year between January 1, 2027 and January 1, 2031.

The aggregate number of shares of common stock

that may be issued pursuant to awards (as defined in the 2025 Plan) by an amount equal to 5 % of the fully diluted shares (as defined

in the 2025 Plan) as of the last day of the preceding calendar year, provided, however that the Board of Directors may act prior to

the effective date of any such annual increase to provide that the increase for such year will be a lesser number of shares of

common stock.

NeuroOne Medical Technologies Corporation

Management’s Discussion

and Analysis of Financial Condition and Results of Operations

The following discussion

of our financial condition and results of operations should be read in conjunction with the financial statements and notes included in

Part I “Financial Information”, Item I “Financial Statements” of this Quarterly Report on Form 10-Q (the “Report”)

and the audited financial statements and related footnotes included in our Annual Report on Form 10-K for the year ended September 30,

Forward-Looking Statements

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 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

our ability to obtain reimbursement

coverage for our cortical strip, grid and depth electrode technology;

NeuroOne Medical Technologies Corporation

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 back pain 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;

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.

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,

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 (i) diagnostic, ablation and deep brain stimulation technology for brain related conditions such as epilepsy and Parkinson’s

(ii) ablation and stimulation for pain management throughout the body;

and (iii) drug delivery including diagnostic and stimulation

capabilities.

We are developing and

commercializing 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,

trigeminal neuralgia, Parkinson’s disease, dystonia, essential tremors, chronic back pain and other pain-related neurological disorders.

The Company is also developing the capability to use its sEEG electrode technology to deliver drugs or gene therapy while being able

to record activity before, during, and after delivery.

We have received 510(k)

clearance for four of our devices from the Food and Drug Administration (“FDA”), including:

(i) our Evo cortical electrode

technology for recording, monitoring, and stimulating brain tissue for up to 30 days (“Evo Cortical”), (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 (“Evo sEEG”), (iii) our OneRF ablation system

for creation of radiofrequency lesions in nervous tissue for functional neurosurgical procedures (“OneRF Ablation System”),

(iv) our OneRF TN ablation system for use in procedures to create radiofrequency (RF) lesions for the treatment of pain, or for lesioning

nerve tissue for functional neurosurgical procedures (“OneRF TN Ablation System”).

We have a distribution agreement with

(“Zimmer”) providing Zimmer with a license to commercialize and distribute the Evo Cortical, Evo sEEG, and OneRF

Ablation System in the brain.

We initiated a limited market release of the OneRF TN Ablation System in December 2025 and completed the

limited market release in March 2026.

The Company’s other products and indications are still under development.

NeuroOne Medical Technologies Corporation

We have largely incurred

losses since inception.

As of March 31, 2026, we had accumulated deficit of $82.1 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.

we have begun to generate revenue from the sale of our Evo Cortical, Evo sEEG, OneRF Ablation System, and OneRF TN Ablation 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.

We may be unable to

raise additional funds when needed on favorable terms or at all.

Our failure to raise such capital as and when needed would have a negative

impact on our financial condition and our ability to develop and commercialize our cortical strip, grid electrode and depth electrode

technology and future products and our ability to pursue our business strategy.

See “Liquidity and Capital Resources—Liquidity

Outlook” below.

Recent Developments

Corporate Updates

Reverse Stock Split

On April 14, 2026, we

filed an amendment to our Amended and Restated Certificate of Incorporation, as amended and/or restated from time to time, to effectuate

a reverse stock split of our issued and outstanding shares of common stock, par value $0.001 per share, which became effective on April

15, 2026 at 5:00 p.m.

Eastern Time (the “Reverse Stock Split”).

Trading of the common stock on The Nasdaq Capital Market

commenced on a split-adjusted basis at market open on April 16, 2026.

All amounts in the condensed financial statements have been retroactively

adjusted to reflect the Reverse Stock Split.

As a result of the Reverse

Stock Split, every 6 shares of our common stock issued or outstanding was automatically reclassified into one validly issued, fully-paid

and non-assessable new share of common stock, subject to the treatment of fractional shares as described below, without any action on

the part of the holders.

Proportional adjustments were made to the number of shares of common stock awarded and available for issuance

under our equity incentive plans, as well as the exercise price and the number of shares issuable upon the exercise or conversion of

our outstanding stock options and other equity securities under our equity incentive plans.

All outstanding warrants were also adjusted

in accordance with their terms.

The shares of common stock outstanding following the Reverse Stock Split remain fully paid and non-assessable.

The Reverse Stock Split did not affect the number of authorized shares of common stock or the par value per share of the common stock.

No fractional shares

were issued in connection with the Reverse Stock Split.

Stockholders who would otherwise be entitled to receive fractional shares as

a result of the Reverse Stock Split were automatically entitled to receive a cash payment equal to the market value of the fractional

The Reverse Stock Split affected all stockholders uniformly and did not alter any stockholder’s relative interest in our

equity securities, except for any adjustments for fractional shares.

NeuroOne Medical Technologies Corporation

2025 Equity Incentive Plan

On April 3, 2026, at the 2026

annual meeting of stockholders, our stockholders approved the increase in share authorization under the 2025 Equity Incentive Plan (the

“2025 Plan”) by 250,000 shares.

In addition, an evergreen provision was approved whereby the number of shares available under

the 2025 Plan will be increased automatically on January 1 each year between January 1, 2027 and January 1, 2031.

The aggregate number

of shares of common stock that may be issued pursuant to awards (as defined in the 2025 Plan) by an amount equal to 5% of the fully diluted

shares (as defined in the 2025 Plan) as of the last day of the preceding calendar year, provided, however that our Board of Directors

may act prior to the effective date of any such annual increase to provide that the increase for such year will be a lesser number of

shares of common stock.

March 2026 Private Placement

On March 1, 2026, we

entered into a securities purchase agreement (the “March 2026 Private Placement”) with a newly appointed officer of the Company,

David Wambeke, to issue and sell 166,666 shares of our common stock at a price per share equal to $4.02242.

The March 2026 Private Placement

closed on March 2, 2026 upon which we received gross proceeds in the amount of $670,400.

Trigeminal Limited

Market Release

We initiated a limited

market release of the OneRF TN Ablation System in December 2025 and completed the limited market release in March 2026.

The Company is

currently evaluating the distribution options for the OneRF TN Ablation System.

Nasdaq Minimum Bid

Price Notification

On May 6, 2025, we received

a letter from the Listing Qualifications Department of Nasdaq Stock Market (“Nasdaq”) notifying that because the closing

bid price of our common stock was below $1.00 per share for the prior 30 consecutive business days, we are not in compliance with the

minimum bid price requirement for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Marketplace Rule 5550(a)(2)

(the “Minimum Bid Price Requirement”).

In accordance with Nasdaq Marketplace Rule 5810(c)(3)(A), we had a period of 180 calendar

days, or until November 3, 2025, to regain compliance with the Minimum Bid Price Requirement.

On November 4, 2025,

we received a letter from Nasdaq notifying us that we have been granted a 180-day extension, until May 4, 2026, to regain compliance

with the Minimum Bid Price Requirement.

On April 30, 2026, we

received a letter from Nasdaq notifying us that we have regained compliance with the Minimum Bid Price Requirement as a result of the

closing bid price of the Company’s common stock being at $1.00 per share or greater for the prior 10 consecutive business days.

Accordingly, the letter indicated we are in compliance with the Minimum Bid Price Requirement and the matter is closed.

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 have experienced

minor price increases from our suppliers related to tariffs on imported goods, and may experience additional price increases.

to submit a request for a tariff refund for minor tariffs paid by the Company to the U.S.

government under the International Emergency

Economic Powers Act, but the timing and amount of cash receipt pursuant to such future submission remains uncertain.

We will continue

to monitor guidance issued regarding the refund process.

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 Evo Cortical, Evo sEEG, and OneRF Ablation Systems when they occur, which have each received FDA 510(k)

Product Gross

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 Evo Cortical, Evo sEEG, and OneRF Ablation Systems, and

outside supplier costs of producing our 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.

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 Ablation System in the brain.

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 three months ended year ended December 31, 2024

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 Zimmer Amended and Restated Distribution Agreement, see “—Liquidity

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

Revenue” to our condensed financial statements included in “Part 1, Item 1 – Financial Statements” of 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 our Evo Cortical, Evo sEEG, and OneRF Ablation Systems.

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 technology, and the increased costs of operating as a public company.

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 expenses.

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

expensed as the contracted work is performed.

NeuroOne Medical Technologies Corporation

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 and issuance costs in connection with the debt facility 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, 2026 and 2025

The following table sets forth the results of

operations for the three months ended March 31, 2026 and 2025, respectively.

Three Months Ended

Product revenue

Cost of product revenue

Product gross profit

Operating expenses:

Selling, general and administrative

Research and development

Total operating expenses

Loss from operations

Fair value change in warrant liability

Loss before income taxes

Provision for income taxes

$ (2,085,669 )

$ (2,270,607 )

Product Revenue and Product Gross Profit

Product revenue was $2.4 million during the three

months ended March 31, 2026 with a gross profit and gross profit percentage of $1.3 million and 53.8%, respectively.

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.

The decrease in gross profit percentage during the current period was largely due to higher component costs in the current

period coupled with a slightly lower average selling price attributed to a change in sales mix.

Product revenue consisted of OneRF Products

related sales during the periods presented.

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

our third-party contract manufacturers in connection with our OneRF Products and outside supplier materials costs.

In addition, cost

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

the three months ended March 31, 2026 and 2025.

NeuroOne Medical Technologies Corporation

Selling, General and Administrative Expenses

Selling, general and administrative expenses

were $1.9 million during each of the three months ended March 31, 2026 and 2025.

The slight decrease of $21,000 in the current quarter

over the comparable prior year quarter was largely attributed to lower legal costs of $0.1 million and lower professional fees of $0.1

million, offset by higher administrative payroll and stock-based compensation of $0.1 million and by sales and marketing costs of $0.1

Selling, general and administrative expenses included $0.3 million and $0.2 million of stock-based compensation during the three

months ended March 31, 2026 and 2025, respectively.

Research and Development Expenses

Research and development expenses were $1.5 million

during each of the three months ended March 31, 2026 and 2025.

The slight decrease of $43,000 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 additional applications of our thin-film electrode technology, including the

delivery of drugs or gene therapy to the brain, and basivertebral nerve ablation (BVNA) and spinal cord stimulation for treatment of

chronic lower back pain.

Research and development expenses included $0.1 million of stock-based compensation during the each of the three

months ended March 31, 2026 and 2025.

Fair Value Change in Warrant Liability

The net change in fair

value of the warrant liability during the three months ended March 31, 2026 was $8,000 compared to a $(0.4) million benefit during the

three months ended March 31, 2025.

The change was due primarily to fluctuations in our common stock fair value.

Other income during the three months ended March

31, 2026 and 2025 related to interest income on our cash, cash equivalents and short-term investments in the amount of $23,000 and $19,000,

respectively.

Comparison of the Six Months Ended March 31,

2026 and 2025

The following table sets forth the results of

operations for the six months ended March 31, 2026 and 2025, respectively.

Six Months Ended

Product revenue

Cost of product revenue

Product gross profit

License revenue

Operating expenses:

Selling, general and administrative

Research and development

Total operating expenses

Loss from operations

Fair value change in warrant liability

Financing costs

Loss before income taxes

Provision for income taxes

$ (3,523,559 )

$ (3,038,274 )

NeuroOne Medical Technologies Corporation

Product Revenue and Product Gross Profit

Product revenue was $5.3 million during the six

months ended March 31, 2026 with a gross profit and gross profit percentage of $2.9 million and 54.0%, respectively.

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.

The decrease in gross profit percentage during the current period was largely due to higher product costs coupled with

a slightly lower average selling price associated with the sales mix.

Product revenue consisted of OneRF Products during the period presented.

The cost of product revenue consisted of the manufacturing and materials costs incurred by our third-party contract manufacturers in

connection with our OneRF Products and outside supplier materials costs.

In addition, cost of product revenue included royalty fees incurred

of approximately $75,000 in connection with our license agreements during each of the six months ended March 31, 2026 and 2025.

License Revenue

License revenue was $3.0 million for the six

months ended March 31, 2025 related to the distribution license granted to Zimmer for the OneRF Product in the brain in October 2024.

No license revenue was generated from the Amended and Restated Zimmer Development Agreement during the six months ended March 31, 2026.

Selling, General and Administrative Expenses

Selling, general and administrative expenses

were $3.8 million for the six months ended March 31, 2026, compared to $4.0 million for the six months ended March 31, 2025.

million decrease in the current six-month period compared to the comparable prior year period was primarily due to lower legal costs

of $0.3 million and lower professional fees of $0.2 million, offset by higher administrative payroll of $0.2 million and marketing and

sales costs of $0.1 million.

Selling, general and administrative expenses included $0.5 million of stock-based compensation during each

of the six months ended March 31, 2026 and 2025.

Research and Development Expenses

Research and development expenses were $2.9 million

for the six months ended March 31, 2026, compared to $2.7 million for the six months ended March 31, 2025.

The $0.2 million increase

period over period was attributed to the timing 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 additional applications of our thin-film electrode technology, including the delivery

of drugs or gene therapy to the brain, and basivertebral nerve ablation (BVNA) and spinal cord stimulation for treatment of chronic lower

Research and development expenses included $0.2 million and $0.1 million of stock-based compensation during the six months

ended March 31, 2026 and 2025, respectively.

NeuroOne Medical Technologies Corporation

Fair Value Change

in Warrant Liability

The net change in fair

value of the warrant liability during the six months ended March 31, 2026 was $(0.2) million benefit compared to a $(0.8) million benefit

for the six months ended March 31, 2025.

The change was due primarily to fluctuations in our common stock fair value.

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, 2026.

Other income during the six months ended March

31, 2026 and 2025 consisted of $70,000 and $28,000 related to interest income attributed to our cash and cash equivalents, respectively.

Liquidity and Capital

As of March 31, 2026,

our principal source of liquidity consisted of cash and cash equivalents in the aggregate of approximately $2.8 million.

While we began

to generate revenue in fiscal year 2021 from commercial sales and through milestone and other payments under our agreement with Zimmer,

we expect to continue to incur significant expenses and increasing operating and net losses for the foreseeable future until and unless

we generate an adequate level of revenue from commercial sales to cover expenses.

Our most significant cash requirements relate to the

funding of our ongoing product development and commercialization operations.

Our additional material cash needs include commitments under

operating leases, royalty obligations under our intellectual property licenses with the Wisconsin Alumni Research Foundation and the

Mayo Foundation for Medical Education and Research as well as other administrative services.

See “Funding Requirements” below

for more information.

We anticipate that our expenses will increase substantially as we continue to develop and commercialize our electrode

technology and pursue pre-clinical and clinical trials, seek regulatory approvals, manufacture products, market and distribute our OneRF

Products, hire additional staff, add operational, financial and management systems and continue to operate as a public company.

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

March 2026 Private Placement

On March 1, 2026, we

entered into the March 2026 Private Placement with a newly appointed officer of the Company, David Wambeke, to issue and sell 166,666

shares of our common stock at a price per share equal to $4.02242.

The March 2026 Private Placement closed on March 2, 2026 upon which

we received gross proceeds in the amount of $670,400.

Issuance costs in connection with the March 2026 Private Placement were nil.

NeuroOne Medical Technologies Corporation

April 2025 Financing

On April 4, 2025, we

entered into an underwriting agreement with Ladenburg, relating to the issuance and sale of 2,666,666 shares of our common stock, at

a price to the public of $3.00.

In addition, under the terms of the underwriting agreement, we granted Ladenburg an option, exercisable

for 45 days, to purchase up to an additional 400,000 shares of common stock on the same terms as the offering, which was exercised in

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

August 2024 Private Placement

On August 1, 2024, we

entered into a Securities Purchase Agreement with certain purchasers, pursuant to which we, in a private placement, agreed

to issue and sell an aggregate of (i) 490,741 shares of our Company’s common stock (the “Shares”), and (ii) warrants

to purchase an aggregate of 368,052 shares of common stock (the “PIPE Warrants”) at a purchase price of $5.40 per unit, consisting

of one share and a PIPE Warrant to purchase 0.75 shares of common stock, resulting in total gross proceeds of approximately $2.65 million

before deducting expenses.

The 2024 Private Placement closed on August 2, 2024.

Issuance costs attributed to the 2024 Private Placement

amounted to $0.2 million.

The PIPE Warrants are

exercisable beginning on the date of issuance and had an initial exercise price of $7.14 per share, subject to adjustment.

In April 2025,

the exercise price was reset to $2.79 upon the close of the April 2025 Financing for all of the PIPE Warrants, except for the PIPE Warrants

to purchase 3,472 shares of common stock issued to a director on our Board of Directors for which the exercise price was reset to $5.26

The PIPE Warrants 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 Program”) 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 April 3, 2025, we decreased the amount of common stock that can be sold pursuant

to the Sales Agreement to zero, and on August 15, 2025, we increased the amount of common stock that can be sold pursuant to the Sales

Agreement to $6,750,000.

Through March 31, 2026, we have issued 924,081 shares of common stock under the ATM Program for gross proceeds

in the amount of $8.0 million.

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

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:

30, 2024, (ii) the occurrence of any Monetization Event or a Change of Control, as each defined in the Debt Facility Agreement, or (iii)

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

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

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

NeuroOne Medical

Technologies Corporation

Funding Requirements

As noted above, 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 “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, 2025 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.

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 certain of our product sales pursuant to the Mayo Development Agreement.

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

Financial Statements” of 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.

cash requirements greater than twelve months from various contractual obligations and commitments include operating leases and contracted

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

in “Part 1, Item 1 – Financial Statements” of 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

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

of 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 Ablation System are expected to take some time to be a significant source of

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.

In October 2024, we entered into an Amended and Restated Distribution Agreement with Zimmer (“Zimmer

Distribution Agreement”) to provide Zimmer with the exclusive right and license to distribute our OneRF Ablation System in the

brain 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.

As of March 31, 2026,

we had cash and cash equivalents in the aggregate of approximately $2.8 million.

Management has noted the existence of substantial doubt

about our ability to continue as a going concern.

Additionally, 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, 2025 and 2024, respectively, noting the

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

Our existing cash and cash equivalents may not be sufficient

to fund our operating expenses through at least twelve months from the date of this filing.

To continue to fund operations, we will need

to secure additional funding through public or private equity or debt financing, through collaborations or partnerships with other companies,

or other sources.

NeuroOne Medical Technologies Corporation

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.

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.

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.

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.

Our other cash requirements

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

cash requirements greater than twelve months from various contractual obligations and commitments include operating leases and contracted

We expect to satisfy

our short term and long term obligations through cash on hand and, until we generate an adequate level of revenue from commercial sales

to cover expenses, if ever, from future equity and debt financings.

The following is a summary of cash flows for

each of the periods set forth below.

Six Months Ended

Net cash (used in) provided by operating activities

$ (4,444,546 )

Net cash used in investing activities

Net cash provided by (used in) financing activities

Net decrease in cash and cash equivalents

$ (3,766,371 )

Net cash (used in) provided by operating activities

Net cash used in operating activities was $4.4

million for the six months ended March 31, 2026, which consisted of a net loss of $3.5 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 $0.7 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 $1.6 million.

The change in operating assets and liabilities consisted

of an increase in our accounts receivable and prepaid expenses as well as of a decrease in our accounts payable and accrued expenses

attributed to the timing of payments, partially offset by decrease in our inventory.

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.

NeuroOne Medical Technologies Corporation

Net cash used in investing activities

Net cash used in investing activities was $79,000

for the six months ended March 31, 2026 and consisted of outlays for purchases of property and equipment.

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 provided by (used in) financing activities

Net cash provided by financing activities was

$0.8 million for the six months ended March 31, 2026, which consisted of proceeds from a private placement in the amount of $0.7 million

and from the exercise of warrants in the amount of $0.2 million.

The proceeds were offset in part by issuance costs and by repurchases

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

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.

Critical Accounting

Our 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 in “Part 1, Item 1 – Financial Statements” of 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” of 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”

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

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.

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” to our condensed financial statements included in “Part 1, Item 1 –

Financial Statements” of 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” of this Report for a discussion of recently issued accounting pronouncements.

NeuroOne Medical Technologies Corporation

Quantitative and Qualitative Disclosures

About Market Risk

Not 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 1. Financial Statements