UNITED STATES

SECURITIES AND
EXCHANGE COMMISSION

Washington, DC
20549



Form 10-K/A

(Amendment No.
1)



(Mark One)

☒ ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal
year ended September 30, 2019



OR



☐ ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934



For the transition
period from ______ to ______



Commission file
number 000-54716



NeuroOne
Medical Technologies Corporation

(Exact name of Registrant
as specified in its charter)



|Delaware                                                               |  | 27-0863354                               
|---------------------------------------------------------------------- |  | -----------------------------------------
|(State
    or other jurisdiction of
    incorporation or organization) |  | (IRS
    Employer
    Identification No.)
|                                                                       |  |                                          
|7599
    Anagram Dr.,
    Eden Prairie, MN                             |  | 55344                                    
|(Address
    of principal executive offices)                           |  | (Zip
    Code)                           



952-426-1383

(Registrant’s
telephone number, including area code)



Securities registered
pursuant to Section 12(b) of the Securities Exchange Act of 1934: None.



Securities registered
pursuant to Section 12(g) of the Act:



Common stock, $0.001
par value

(Title of class)



Indicate by check mark whether the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒



Indicate by check mark if the registrant
is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒



Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes ☒ No ☐



Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



|Large
    accelerated filer ☐ | Accelerated
    filer ☐        
|----------------------------- | -------------------------------
|Non-accelerated
    filer ☒   | Smaller
    reporting company ☒
|                              | Emerging
    growth company ☐  



If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12(b)-2 of the Securities Exchange Act of 1934). Yes ☐ No ☒



As of March 29, 2019, the last business
day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of shares of the registrant’s
common stock held by non-affiliates of the registrant based upon the March 29, 2019 price at which the common equity was last
sold was $37.7 million. The number of outstanding shares of the registrant’s common stock as of November 30, 2019 was 13,697,373.


















EXPLANATORY NOTE



NeuroOne Medical Technologies
Corporation (the “Company”) is filing this Amendment No. 1 (this “Amendment”) to its Annual Report on
Form 10-K for the year ended September 30, 2019, as filed on December 20, 2019 (the “Original Form 10-K”) with the
Securities and Exchange Commission (the “SEC”), solely to provide the Part III information of Form 10-K that was to
be incorporated by reference from the Company’s definitive proxy statement for its 2020 Annual Meeting of Stockholders (the
“Proxy Statement”) because the Proxy Statement will not be filed with the SEC within 120 days after the end of the
Company’s fiscal year ended September 30, 2019. This Form 10-K/A hereby amends and restates in their entirety Items 10 through
14 of Part III of the Original Form 10-K.



In addition, as required
by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, a new certification by our principal executive officer and
principal financial officer is filed as Exhibit 31.1 to this Amendment under Item 15 of Part IV hereof. Because no financial
statements have been included in this  Amendment and this  Amendment does not contain or amend any disclosure with respect to
Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certification have been omitted.



Except as described
above, no other changes have been made to the Original Form 10-K, and this Amendment does not amend, update or change any other
items or disclosures in the Original Form 10-K. The Original Form 10-K continues to speak as of its original filing date. This
Amendment does not reflect subsequent events occurring after the filing date of the Original Form 10-K or modify or update in
any way disclosures in the Original Form 10-K.





i







TABLE OF CONTENTS



|PART III     |                                                                                                |   
|------------ | ---------------------------------------------------------------------------------------------- | --
|             |                                                                                                |   
|Item 10:     | Directors, Executive Officers and Corporate Governance                                         | 1 
|Item 11:     | Executive Compensation                                                                         | 6 
|Item
    12: | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 12
|Item 13:     | Certain Relationships and Related Transactions and Director Independence                       | 14
|Item 14:     | Principal Accounting Fees and Services                                                         | 17
|             |                                                                                                |   
|PART IV      |                                                                                                |   
|             |                                                                                                |   
|Item 15:     | Exhibits and Financial Statement Schedules                                                     | 18
|             |                                                                                                |   
|SIGNATURES   | 19                                                                                            



ii







PART III



| | ITEM 10. | DIRECTORS,
                                         EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
| | -------- | -----------------------------------------------------------------------------------------------



Directors and Executive Officers



The Board of Directors
of the Company (the “Board”) is divided into three classes. Members of each class serve staggered three-year terms.
The following table provides information as to each person who is, as of the filing hereof, a director and/or executive officer
of the Company:



|Name                  |  | Position(s)                                                   |  | Age
|--------------------- |  | ------------------------------------------------------------- |  | ---
|David
    Rosa        |  | Class
    II Director, Chief Executive Officer, and President |  | 55 
|Mark
    Christianson |  | Vice
    President, Market Development                        |  | 52 
|Steve
    Mertens     |  | Chief
    Technology Officer                                  |  | 57 
|Paul
    Buckman      |  | Class
    I Director and Chairman of the Board                |  | 64 
|Jeffrey
    Mathiesen |  | Class
    III Director                                        |  | 59 



No Family Relationships



There is no family
relationship between any director and executive officer or among any directors or executive officers.



Business Experience and Background
of Directors and Executive Officers



David
Rosa has served as the Chief Executive Officer, President and a director of the Company since July 2017 and served as
Chief Executive Officer and a director of NeuroOne, Inc., formerly our wholly-owned subsidiary, from October 2016 until
December 2019, when NeuroOne, Inc. merged with and into the Company. From November 2009 to November 2015, Mr. Rosa served as
the chief executive officer and president of Sunshine Heart, Inc., a publicly-held early-stage medical device company. From
2008 to November 2009, Mr. Rosa served as chief executive officer of Milksmart, Inc., a company that specializes in medical
devices for animals. From 2004 to 2008, Mr. Rosa served as the vice president of global marketing for cardiac surgery and
cardiology at St. Jude Medical. Currently, he serves as a director on the board of directors of Biotricity Inc.



Mr. Rosa’s qualifications
to serve on the Board include his senior leadership experience in the medical device industry. In addition, his day-to-day leadership
of the Company gives him critical insights into the Company’s operations, strategy and competition, and he facilitates the
Board’s ability to perform its oversight function. Throughout his career at the Company and his former positions, he has
demonstrated strong technical, strategic, and operational expertise, and he possesses in-depth knowledge of the medical device
industry on a global basis.



Mark Christiansonhas served as Vice President of Market Development of the Company since February 2019.  Previously, he served as
Vice President of Business Development and Marketing of the Company from July 2017 until February 2019 and served as Vice
President of Sales and Marketing of  NeuroOne, Inc., from December 2016 until December 2019. From May 2013 to December
2016 Mr. Christianson served as North American sales manager for Cortec Corporation. From February 2012 to May 2013 Mr. Christianson
held the position of business development executive for Robert Half International. From May 2009 to February 2012 Mr. Christianson
held the position of regional sales manager for PMT. Mr. Christianson studied accounting at Augsburg College in Minneapolis. Mr.
Christianson brings 15 years of high performing sales, sales management, and project management experience to the team. In addition,
he also has contributed to the development and corporate strategy of the Company given his experience in the neurological field
and his close relationships with key epilepsy opinion leaders.





1







Steve Mertenshas served as Chief Technology Officer of the Company since April 2019. From September 2018 through April 2019, Mr. Mertens
was a consultant at Steve Mertens Consulting, L.L.C., of which he was the principal and owner. From November 2012 through September
2018, Mr. Mertens served as the Senior Vice President of Research and Development and Operations at Nuvaira Inc., a privately
held lung denervation company developing minimally invasive product for obstructive lung diseases. Prior to Nuvaira, Mr.
Mertens served as a Senior Vice President of Research and Development for Boston Scientific Corporation, guiding a wide range
of technologies through product development for the cardiology, electrophysiology and peripheral vascular markets. He holds a
bachelor’s degree in engineering and a Master’s degree in business administration. Currently, he serves as chairman
of the board of directors of the University Enterprise Laboratories.



Paul
Buckmanhas served as Chairman of the Board of the Company since August 2017, and served as Chairman of the board of
NeuroOne, Inc., from October 2016 until December 2019. Mr. Buckman is currently the General Manager of
Structural Heart for LivaNova PLC. Prior to joining LivaNova, Mr. Buckman served as chief executive officer of Conventus
Orthopaedics, a Minnesota-based company specializing in peri-articular bone fracture fixation, from September 2013 until
March of 2017. Mr. Buckman was chief executive officer of Sentreheart, Inc., a medical technology company focused on closure
of various anatomic structures, from February 2012 to September 2013. Previously, Mr. Buckman served as chief executive
officer and chairman of Pathway Medical Technologies, Inc., a medical device company focused on treatment of peripheral
arterial disease, from September 2008 to February 2012; as chief executive officer of Devax, Inc., a developer and
manufacturer of drug eluting stents, from December 2006 to September 2008; as president of the cardiology division of St.
Jude Medical, Inc., a publicly traded diversified medical products company, from August 2004 to December 2006; and as
chairman of the board of directors and chief executive officer of ev3, LLC, a Minnesota-based medical device company focused
on endovascular therapies that Mr. Buckman founded and developed into an $80 million business, from January 2001 to January
2004. Mr. Buckman has worked in the medical device industry for over 30 years, including 10 years at Scimed Life Systems,
Inc. and Boston Scientific Corporation, a publicly traded medical device manufacturer, where he held several executive
positions before becoming president of the cardiology division of Boston Scientific in January 2000. Mr. Buckman also
currently serves as a director for Ablative Solutions, Inc., ActivOrtho, Aortica, Inc., DyaMX, Inc., and as chairman of
Miromatrix, Inc. He previously served as a director of Conventus Orthopaedics, Caisson Interventional LLC, Velocimed, Inc.,
where he was a co-founder, EndiCor, Inc., Microvena, Inc., Sunshine Heart, Inc., a publicly-held early-stage medical device
company, NexGen Medical, and Micro Therapeutics, Inc. Mr. Buckman received a Master’s degree in Business Administration
and Finance and a B.A. degree in Business Administration from Western Michigan University. We believe that Mr.
Buckman’s strong executive experience in medical device companies provides the Company with valuable guidance on
product development and operational matters.



Jeffrey
Mathiesenhas served as a member of the Board of the Company since August 2017, and served as a director of NeuroOne,
Inc., from April 2017 until December 2019. He has served as Advisor to the CEO of Teewinot Life Sciences Corporation, a privately
held global leader in the biosynthetic development and production of cannabinoids and their derivatives for consumer and
pharmaceutical products since October 2019, where he previously served as chief financial officer from March 2019 to October
2019. He served as the chief financial officer of Gemphire Therapeutics Inc., a publicly-held clinical-stage
biopharmaceutical company developing therapies for patients with cardiometabolic disorders, from September 2015 to September
2018. From August 2015 to September 2015 he was a consultant to Gemphire. Prior to joining Gemphire, Mr. Mathiesen served as
chief financial officer of Sunshine Heart, Inc., a publicly-held early-stage medical device company, from March 2011 to
January 2015. From December 2005 to April 2010, Mr. Mathiesen served as vice president and chief financial officer of Zareba
Systems, Inc., a manufacturer and marketer of medical products, perimeter fencing and security systems, which was purchased
by Woodstream Corporation in April 2010. Mr. Mathiesen has held executive positions with publicly traded companies dating
back to 1993, including vice president and chief financial officer positions. Mr. Mathiesen also serves as a director, audit
committee chairman and nominating and governance committee member of Sun BioPharma, Inc., a publicly traded clinical stage
biopharmaceutical company that develops therapies for pancreatic diseases and as a director and audit committee chairman of
eNeura, Inc., a privately-held medical technology company providing therapy for both acute treatment and prevention of
migraine. Mr. Mathiesen received a B.S. in Accounting from the University of South Dakota and is also a Certified Public
Accountant. We believe that Mr. Mathiesen brings financial insight and leadership and a wealth of experience in capital
markets to the Board, as well as knowledge of public company accounting and financial reporting requirements and familiarity
with the life sciences industry.





2







Delinquent Section 16(a) Reports



Section 16 of the
Exchange Act requires our directors, executive officers and any persons who own more than 10% of our common stock to file initial
reports of ownership and reports of changes in ownership with the SEC. Such persons are required by SEC regulation to furnish
us with copies of all Section 16(a) forms that they file. Based solely on our review of the copies of such forms furnished to
us and written representations from our directors and executive officers, we believe that during fiscal 2019 each of our directors
and executive officers timely complied with applicable reporting requirements for transactions in our equity securities, except
that one Form 4 on behalf of Scott Heuler, filed on March 1, 2019 to report options granted to Mr. Heuler on January 1, 2019,
was filed late due to a delay in the determination of the fair market value of the Company’s common stock as of January
1, 2019.



Board and Committee Information



We are committed to
good corporate governance practices. These practices provide an important framework within which our Board and management pursue
our strategic objectives for the benefit of our stockholders.



Board Leadership Structure



Our Board is currently
chaired by Paul Buckman, who has authority, among other things, to call and preside over meetings of our Board, to set meeting
agendas and to determine materials to be distributed to the Board and, accordingly, has substantial ability to shape the work
of the Board. The positions of our chairman of the Board and Chief Executive Officer are presently separated. Separating these
positions allows our Chief Executive Officer, Mr. Rosa, to focus on our day-to-day business, while allowing Mr. Buckman to lead
the Board.



Role of the Board in Risk Oversight



Our Board does not
have a standing risk management committee, but rather administers this oversight function directly through their Board as a whole.
The Board’s risk oversight is administered primarily through the following:



| | ● | review
                                         and approval of an annual business plan;
| | - | ----------------------------------------------------------------------------------------



| | ● | review
                                         of a summary of risks and opportunities at meetings of the Board;
| | - | -----------------------------------------------------------------------------------------------------------------



| | ● | review
                                         of business developments, business plan implementation and financial results;
| | - | -----------------------------------------------------------------------------------------------------------------------------



| | ● | oversight
                                         of internal controls over financial reporting; and
| | - | -----------------------------------------------------------------------------------------------------



| | ● | review
                                         of employee compensation and its relationship to our business plans.
| | - | --------------------------------------------------------------------------------------------------------------------



Structure and Operation of the Board



Because our common
stock is quoted on the OTCQB, the Company is not subject to the listing requirements of any securities exchange regarding committee
matters. We do not have standing compensation or nominating committees of our Board. However, the full Board performs all of the
functions of a standing compensation committee and nominating committee.



Nomination of Directors



Our Board does not
currently have a standing nominating committee, and thus we do not have a nominating committee charter. Due to our small size
and limited operations to date, the Board determined that it was appropriate for the entire Board to act as the nominating committee.
The full Board currently has the responsibility of selecting individuals to be nominated for election to the Board. Board candidates
are identified by existing directors or members of management. The Board considers the needs for the Board as a whole when identifying
and evaluating nominees and, among other things, considers diversity in background, age, experience, qualifications, attributes
and skills in identifying nominees, although it does not have a formal policy regarding the consideration of diversity. In 2019,
the Board did not employ a search firm or pay fees to other third parties in connection with identifying or evaluating Board nominee
candidates.





3







The Board will consider
director candidates recommended by stockholders so long as such recommendations are sent on a timely basis and are otherwise in
accordance with the Company’s Certificate of Incorporation, our Bylaws and applicable law. Any such candidates will be evaluated
on the same basis as other candidates being evaluated by the Board. Information with respect to such candidates should be sent
to our principal executive offices, at 7599 Anagram Drive, Eden Prairie, Minnesota 55344.



Compensation Committee Related Function



Our Board does not
currently have a standing compensation committee, and thus we do not have a compensation committee charter. The Company’s
executive compensation program is administered by the independent directors, who determine the compensation of the Chief Executive
Officer and, considering the recommendations of the Chief Executive Officer, other executive officers of the Company. In reviewing
the compensation of our executive officers, the independent directors consider published compensation surveys and current market
conditions.



Audit Committee Matters



The Audit Committee
of our Board (the “Audit Committee”) reviews with management and the Company’s independent registered public
accounting firm the Company’s financial statements, the accounting principles applied in their preparation, the scope of
the audit, any comments made by the independent registered public accounting firm upon the financial condition of the Company
and its accounting controls and procedures and such other matters as the Audit Committee deems appropriate. The Audit Committee’s
charter is available on our website, www.neurooneinc.com, under Investors — Governance Documents.



The Audit Committee
currently consists of two directors: Mr. Mathiesen (chair) and Mr. Buckman. The Board has determined that each of Mr. Buckman
and Mr. Mathiesen is “independent” under Nasdaq independence standards. Additionally, the Board has determined that
each of Mr. Mathiesen and Mr. Buckman qualifies as an “audit committee financial expert” as that term is defined in
rules promulgated by the SEC. The designation of an “audit committee financial expert” does not impose upon such persons
any duties, obligations or liabilities that are greater than those generally imposed on each of them as a member of the Audit
Committee and the Board, and such designation does not affect the duties, obligations or liabilities of any other member of the
Audit Committee or the Board.



The functions of the
Audit Committee include:



| | ● | Selecting
                                         our independent registered public accounting firm;
| | - | -----------------------------------------------------------------------------------------------------



| | ● | Reviewing
                                         the results and scope of the audit and other services provided by our independent registered
                                         public accounting firm; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Reviewing
                                         and evaluating our audit and control functions.
| | - | --------------------------------------------------------------------------------------------------



Code of Business Conduct and Ethics



Our Board has adopted
a code of business conduct and ethics that applies to all of our employees, officers and directors, including our Chief Executive
Officer and other executive officers. We intend to disclose future amendments to certain provisions of our code of business conduct
and ethics, or waivers of these provisions in public filings.



Corporate Governance Guidelines



Our Board has adopted
Corporate Governance Guidelines that set forth expectations for directors, director independence standards, Board structure and
functions and other policies for the governance of the Company.





4







Involvement in Certain Legal Proceedings



To our knowledge,
our directors and executive officers have not been involved in any of the following events during the past ten years:



| | ● | any
                                         bankruptcy petition filed by or against such person or any business of which such person
                                         was a general partner or executive officer either at the time of the bankruptcy or within
                                         two years prior to that time;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | any
                                         conviction in a criminal proceeding or being subject to a pending criminal proceeding
                                         (excluding traffic violations and other minor offenses);
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | being
                                         subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated,
                                         of any court of competent jurisdiction, permanently or temporarily enjoining him from
                                         or otherwise limiting his involvement in any type of business, securities or banking
                                         activities or to be associated with any person practicing in banking or securities activities;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | being
                                         found by a court of competent jurisdiction in a civil action, the SEC or the Commodity
                                         Futures Trading Commission to have violated a Federal or state securities or commodities
                                         law, and the judgment has not been reversed, suspended, or vacated;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | being
                                         subject of, or a party to, any Federal or state judicial or administrative order, judgment
                                         decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged
                                         violation of any Federal or state securities or commodities law or regulation, any law
                                         or regulation respecting financial institutions or insurance companies, or any law or
                                         regulation prohibiting mail or wire fraud or fraud in connection with any business entity;
                                         or
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | being
                                         subject of or party to any sanction or order, not subsequently reversed, suspended, or
                                         vacated, of any self-regulatory organization, any registered entity or any equivalent
                                         exchange, association, entity or organization that has disciplinary authority over its
                                         members or persons associated with a member.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Advisory Boards



The Company has established
two advisory boards: a Physician Advisory Board, and an Artificial Intelligence Advisory Board. These advisory boards do not have
decision-making authority but solely provide advice to management. The Company’s Physician Advisory Board has five members,
including one Ph.D and four medical doctors. Company management generally meets with individuals on the Physician Advisory Board
on a weekly basis, and such members advise the Company on medical and scientific matters as they relate to the Company’s
business. Three members are affiliated with the Mayo Clinic or the Cleveland Clinic, and do not receive any additional compensation
for their services.



The Artificial Intelligence
Advisory Board was formed in September 2018, and is comprised of Kip Ludwig, PhD (chair), and six additional members. Members
of the Artificial Intelligence Advisory Board provides guidance to management of the Company on potential applications in translational
neuroscience settings, including artificial intelligence and neuromodulation for medical applications.



5







| | ITEM 11. | EXECUTIVE
                                         COMPENSATION
| | -------- | ---------------------------------------------------------------



Summary Compensation Table



The following table shows the compensation
earned or received during the fiscal year ended September 30, 2019, the nine month transition period ended September 30, 2018
and the fiscal year ended December 31, 2017 by each of our named executive officers (as determined pursuant to the SEC’s
disclosure requirements for executive compensation in Item 402 of Regulation S-K). Compensation paid to Messrs. Rosa, Bachinski
and Christianson prior to the consummation of July 2017 was paid by NeuroOne, Inc.



|Name and Principal Position |  |                |  | Salary
    ($) |         |  | Non-Equity Incentive Plan
    Compensation
    ($) |  |         | Stock Awards
    ($) |  |  | All Other Compensation
    ($) |     |  | Total
    ($) |      
|--------------------------- |  | -------------- |  | -------------- | ------- |  | -------------------------------------------------- |  | ------- | -------------------- |  |  | ------------------------------ | --- |  | ------------- | -----
|Dave Rosa,                  |  | 2019           |  |                | 392,150 |  |                                                    |  | 166,016 |                      |  |  | —                              |     |  |               | —    
|Chief Executive Officer and |  | 2018
    TP(1) |  |                | 287,640 |  |                                                    |  | 129,438 |                      |  |  | —                              |     |  |               | —    
|President                   |  | 2017           |  |                | 356,667 |  |                                                    |  | 131,600 |                      |  |  | 1,400                          | (2) |  |               | 6,098
|                            |  |                |  |                |         |  |                                                    |  |         |                      |  |  |                                |     |  |               |      
|Thomas Bachinski,(8)        |  | 2019           |  |                | 196,350 |  |                                                    |  | 11,508  |                      |  |  | —                              |     |  |               | —    
|Chief Development Officer   |  | 2018 TP(1)     |  |                | 176,715 |  |                                                    |  | 34,525  |                      |  |  | —                              |     |  |               | —    
|                            |  | 2017           |  |                | 211,750 |  |                                                    |  | 56,595  |                      |  |  | 7,220                          | (4) |  |               | 798  
|                            |  |                |  |                |         |  |                                                    |  |         |                      |  |  |                                |     |  |               |      
|Mark Christianson,          |  | 2019           |  |                | 208,590 |  |                                                    |  | 44,903  |                      |  |  | —                              |     |  |               | 6,000
|Vice President, Business    |  | 2018 TP(1)     |  |                | 153,000 |  |                                                    |  | 36,675  |                      |  |  | —                              |     |  |               | 4,500
|Development and Marketing   |  | 2017           |  |                | 200,000 |  |                                                    |  | 37,500  |                      |  |  | 2,510                          | (2) |  |               | 6,498
|                            |  |                |  |                |         |  |                                                    |  |         |                      |  |  |                                |     |  |               |      
|Steve Mertens,(9)           |  | 2019           |  |                | 117,500 |  |                                                    |  | 20,563  |                      |  |  | 153,328                        |     |  |               | —    
|Chief Technology Officer    |  |                |  |                |         |  |                                                    |  |         |                      |  |  |                                |     |  |               |      



| | (1) | In
                                         September 2018, we changed our fiscal year end from December 31 to September 30. 2018 TP  amounts reflect the compensation earned from January 1, 2018 to September
                                         30, 2018.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | In
                                         October 2016, NeuroOne, Inc. issued founders’ shares to seven individuals, including
                                         Mr. Rosa and Mr. Christianson. Such individuals did not pay the purchase price for the
                                         shares. The purchase price owed by the seven individuals for the founders’ shares
                                         under their respective subscription agreements totaling $9,050 was recorded as share
                                         subscription receivable in 2016. The receivable was forgiven by NeuroOne in June 2017.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Represents
                                         an $800 per month car allowance that Mr. Rosa received from January 2017 until August
                                         4, 2017, the effective date of his amended employment agreement, and a $498 life insurance
                                         premium paid in 2017.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Pursuant
                                         to his offer letter with NeuroOne, Inc., Mr. Bachinski was granted a restricted stock
                                         award under the 2016 Equity Incentive Plan for 215,453 shares, which was subject to certain
                                         performance vesting conditions related to product development and was fully vested in
                                         2017. The amount reported reflects the grant date fair value of such restricted stock
                                         award.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | Represents
                                         life insurance premium paid in 2017.
| | --- | ----------------------------------------------------------------------------------------



|(6) | Represents
                                         a $500 per month car allowance.      
|--- | -----------------------------------------------------------------------------------------
|    |                                                                                          
|(7) | Represents a $500
per month car allowance and a $498 life insurance premium paid in 2017.



| | (8) | Mr.
                                         Bachinski’s employment with the Company terminated effective July 30, 2019.
| | --- | ------------------------------------------------------------------------------------------------------------------------



| | (9) | Mr.
                                         Mertens began serving as the Chief Technology Officer effective April 1, 2019.
| | --- | ---------------------------------------------------------------------------------------------------------------------------





6







Narrative to Summary Compensation Table



The compensation program
for the Company’s named executive officers for 2019 had three components: base salary, annual cash bonus and stock option
grants. As we are a development-stage company with only four employees and commenced our operational efforts in 2016, we have
not hired a compensation consultant and do not currently target a specific competitive position or a specific mix of compensation
among base salary, bonus or long-term incentives.



Base Salary.
There was a 3% increase for cost of living adjustments for the Company’s named executive officers for calendar year 2019,
as compared to calendar year 2018, except for Mr. Mertens who began employment with the Company on April 1, 2019.



Cash Bonus.
In 2019, each of the Company’s named executive officers had a target bonus, set forth as a percentage of annual base salary.
The Board did not make any changes to the target bonuses of the named executive officers, as a percentage of base salary, for
2019. In 2019, target bonuses for the Company’s named executive officers other than Mr. Rosa’s were 25% of base salary.
Mr. Rosa’s target bonus was set at 50% of base salary pursuant to his employment agreement, as described below.





In April 2019, the Board
established weighted performance targets for fiscal 2019 that it would consider in approving bonus payments for the 2019. These
targets included various corporate objectives related to company financing goals, regulatory submissions, hiring additional staff
and certain research and development milestones. In December 2019, the Board determined that 70% of the performance targets had
been met, and approved the bonus payment to Mr. Rosa at 70% of target and authorized Mr. Rosa, in his discretion, to approve and
pay bonuses to Mr. Mertens and Mr. Christianson of up to 70% of target. Additionally, the Board, in its discretion, paid Mr. Rosa
and Mr. Christianson an additional $19,176 and $5,100, respectively, related to the achievement in 2019 of certain milestones not
previously achieved in 2018.





Equity Grants.
Upon the appointment of Mr. Mertens as Chief Technology Officer on April 1, 2019, Mr. Mertens was granted an option to purchase
up to 129,445 shares of the Company’s common stock with a grant date fair value of $153,328, with 25% vesting upon grant,
and the remainder vesting in a series of 36 equal monthly installments commencing on January 1, 2020, subject to Mr. Mertens’s
continuous service.



All Other Compensation.
Except for car allowances provided to Mr. Rosa and Mr. Christianson and payment of a portion of the premiums for life, medical
and disability insurance for all employees, NeuroOne, Inc. did not, and we do not, provide perquisites or personal benefits to
our named executive officers.



Employment Agreement



We have an employment
agreement with our Chief Executive Officer, Mr. Rosa, and an offer letter for each of Mr. Christianson and Mr. Mertens. Each of
our named executive officers has also executed our standard form of proprietary information, inventions assignment and non-competition
agreement.



Mr. Rosa





Mr. Rosa’s employment
agreement (“Amended Employment Agreement”) was effective on August 4, 2017, continues through the third anniversary
and automatically renews for an additional one-year period at the end of the initial term and each anniversary thereafter, provided
that Mr. Rosa notifies the Board of such renewal at least 30 days prior to the expiration of the initial term or any renewal terms
and the Board does not notify Mr. Rosa of its intention not to renew the Amended Employment Agreement.





The Amended Employment
Agreement also entitles Mr. Rosa to, among other benefits, the following compensation: (i) an opportunity to participate in any
stock option, performance share, performance unit or other equity based long-term incentive compensation plan commensurate with
the terms and conditions applicable to other senior executive officers; and (ii) participation in welfare benefit plans, practices,
policies and programs provided by the Company and its affiliated companies (including, without limitation, medical, prescription,
dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent
available generally or to our other senior executive officers. Mr. Rosa is entitled to receive a target award value, determined
in accordance with the policies and practices generally available to other senior executive officers, for an annual cash bonus
and if determined by the Board or a committee of the Board, a long-term incentive bonus. Mr. Rosa is entitled to retain all shares
of common stock he held as of the commencement date. Mr. Rosa is also additionally entitled to certain severance benefits.





7







Pursuant to the Amended
Employment Agreement, regardless of the manner in which Mr. Rosa’s service terminates, Mr. Rosa is entitled to receive amounts
earned during his term of service, including salary and other benefits. The Company is permitted to terminate Mr. Rosa’s
employment for the following reasons: (i) death or disability, (ii) Termination for Cause (as defined below) or (iii) for any
other reason or no reason. Mr. Rosa is permitted Termination for Good Reason (as defined below) of his employment. In addition,
he may terminate his employment upon written notice to the Company 30 days prior to the effective date of such termination.





In the event of Mr. Rosa’s
death during the employment period or a termination due to his disability, his beneficiaries or legal representatives shall be
provided the sum of (i) any annual base salary earned, but unpaid, for services rendered to the Company on or prior to the date
on which the employment period ends and (ii) certain other benefits provided for in the employment agreement (the “Unconditional
Entitlements”). In the event of Mr. Rosa’s Termination for Cause by the Company or the termination of Mr. Rosa’s
employment as a result of his resignation other than a Termination for Good Reason, Mr. Rosa shall be provided the Unconditional
Entitlements.



In the event of a Termination
for Good Reason by Mr. Rosa or the exercise by the Company of its termination rights to terminate Mr. Rosa other than by Termination
for Cause, death or disability, Mr. Rosa shall be provided the Unconditional Entitlements and, subject to such officer signing
and delivering to the Company and not revoking a general release of claims in favor of the Company and certain related parties,
the Company shall provide Mr. Rosa a severance amount equal to the aggregate annual base salary he would have earned from the day
after his termination date through the end of the employment period and a prorated portion of his cash bonus for the year in which
the termination date occurs, provided, however, in no event would the severance amount be less than 12 months or more than 18 months
of his annual base salary, continued health insurance coverage for 12 months following his termination date, provided that such
coverage shall cease if Mr. Rosa becomes eligible to receive health insurance coverage from another employer group health plan,
vesting of all stock options in accordance with the stock option award documents, subject to the same conditions that would be
applicable to Mr. Rosa if he remained employed through the end of the employment period and continued vesting of equity awards
in accordance with the terms of the award agreements, provided, however, Mr. Rosa would have 90 days from the termination date
to exercise any vested options (the “Conditional Benefits”).



In the event of a change
in control during the employment period or within two years after a change in control, if the Company terminates Mr. Rosa other
than due to Mr. Rosa’s death or disability or a Termination for Cause, or Mr. Rosa effects a Termination for Good Reason,
the Company will pay to Mr. Rosa, in a lump sum in cash within 30 days after the termination date, the aggregate of: (i) the Unconditional
Entitlements; and (ii) the amount equal to the product of 1.5 times the sum of (y) Mr. Rosa’s annual base salary, and (z)
the greater of the target bonus for the then current fiscal year under the 2016 Equity Incentive Plan and 2017 Equity Incentive
Plan or any successor annual bonus plan and the average annual bonus paid to or for the benefit of Mr. Rosa for the prior three
full years (or any shorter period during which Mr. Rosa had been employed by the Company). In addition, the Company shall provide
Mr. Rosa the Conditional Benefits minus Mr. Rosa’s severance amount.





Under the Amended
Employment Agreement, “Termination for Cause” means a termination of Mr. Rosa’s employment by the Company due
to (A) an act or acts of dishonesty undertaken by Mr. Rosa and intended to result in substantial gain or personal enrichment to
Mr. Rosa at the expense of the Company, (B) unlawful conduct or gross misconduct that is willful and deliberate on Mr. Rosa’s
part and that, in either event, is materially injurious to the Company, (C) the conviction of Mr. Rosa of, or Mr. Rosa’s
entry of a no contest or nolo contendere plea to, a felony, (D) breach by Mr. Rosa of his fiduciary obligations as an officer
or director of the Company, (E) a persistent failure by Mr. Rosa to perform his duties and responsibilities of his employment
under the Amended Employment Agreement, which failure is not remedied by Mr. Rosa within 30 days after his receipt of written
notice from the Company of such failure, provided, however, the Company is not obligated to provide written notice and opportunity
to cure if the action or conduct is not reasonably susceptible to cure; or (F) material breach of any terms and conditions of
the Amended Employment Agreement, any contract or agreement between Mr. Rosa and the Company, or of any Company policy, or of
any statutory duty he owes to the Company, which breach has not been cured by Mr. Rosa within ten days after written notice thereof
to Mr. Rosa from the Company.





8







Under the Amended
Employment Agreement, “Termination for Good Reason” means a termination of Mr. Rosa’s employment by Mr. Rosa
within 30 days of the Company’s failure to cure, in accordance with the procedures set forth below, any of the following
events: (A) a reduction in his annual base salary as in effect immediately prior to such reduction by more than 10% without his
written consent, unless such reduction is made pursuant to an across the board reduction applicable to all senior executives of
the Company; (B) a material reduction in his duties, position and responsibilities as in effect immediately prior to such reduction
without his written consent; provided, however, that a mere change in title or reporting relationship following a Change in Control
by itself will not constitute “Good Reason” for Executive’s resignation, and further provided that the acquisition
of the Company and subsequent conversion of the Company to a division or unit of the acquiring entity will not by itself result
in a “reduction” of duties, position or responsibility; or (C) a material breach of any material provision of the
Amended Employment Agreement by the Company. A termination by Mr. Rosa shall not be treated as a Termination for Good Reason if
Mr. Rosa consented in writing to the occurrence of the event giving rise to the claim of Termination for Good Reason or unless
Mr. Rosa shall have delivered a written notice to the Board within 45 days of Mr. Rosa’s having actual knowledge of the
occurrence of one of such events stating that Mr. Rosa intends to terminate his employment by Termination for Good Reason and
specifying the factual basis for such termination, and such event, if capable of being cured, shall not have been cured within
21 days of the receipt of such notice.



Potential Payments Upon Termination or Change in Control



David Rosa



For a discussion of
payments to Mr. Rosa upon termination or change in control under his Amended Employment Agreement, see “—Employment
Agreement—Mr. Rosa”.



2017 Equity Incentive Plan



In April 2017,
the board of directors of the Company adopted and the stockholders approved the 2017 Equity Incentive Plan. The 2017 Equity
Incentive Plan is designed to provide a vehicle under which a variety of stock-based and other awards can be granted to the
Company’s employees, consultants and directors, which align the interests of award recipients with those of our
stockholders, reinforce key goals and objectives that help drive stockholder value, and attract, motivate and retain
experienced and highly qualified individuals who contribute to the Company’s financial success. The Board believes
that the 2017 Equity Incentive Plan serves a critical role in attracting and retaining high caliber employees,
consultants and directors essential to our success and in motivating these individuals to strive to meet our goals.



Corporate Transactions.The 2017 Equity Incentive Plan provides that in the event of certain specified significant corporate transactions, including:
(1) a sale of all or substantially all of our assets, (2) the sale or disposition of more than 90% of our outstanding securities,
(3) the consummation of a merger or consolidation where we do not survive the transaction, and (4) the consummation of a merger
or consolidation where we do survive the transaction but the shares of our common stock outstanding before such transaction are
converted or exchanged into other property by virtue of the transaction, unless otherwise provided in an award agreement or other
written agreement between us and the award holder, the plan administrator may take one or more of the following actions with respect
to such stock awards:



| | ● | arrange
                                         for the assumption, continuation, or substitution of a stock award by a successor corporation;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------



| | ● | arrange
                                         for the assignment of any reacquisition or repurchase rights held by us to a successor
                                         corporation;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | accelerate
                                         the vesting, in whole or in part, of the stock award and provide for its termination
                                         before the transaction;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | arrange
                                         for the lapse, in whole or in part, of any reacquisition or repurchase rights held by
                                         us;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | cancel
                                         or arrange for the cancellation of the stock award before the transaction in exchange
                                         for a cash payment, or no payment, as determined by the Board; or
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | make
                                         a payment, in the form determined by our Board, equal to the excess, if any, of the value
                                         of the property the participant would have received on exercise of the awards before
                                         the transaction over any exercise price payable by the participant in connection with
                                         the exercise.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





9







The plan administrator
is not obligated to treat all stock awards or portions of stock awards, even those that are of the same type, in the same manner
and is not obligated to treat all participants in the same manner. In the event of a change in control, awards granted under the
2017 Equity Incentive Plan will not receive automatic acceleration of vesting and exercisability, although this treatment may
be provided for in an award agreement. Under the 2017 Equity Incentive Plan, a change in control is defined to include (1) the
acquisition by any person or company of more than 50% of the combined voting power of our then outstanding stock, (2) a merger,
consolidation, or similar transaction in which our stockholders immediately before the transaction do not own, directly or indirectly,
more than 50% of the combined voting power of the surviving entity (or the parent of the surviving entity), (3) a sale, lease,
exclusive license, or other disposition of all or substantially all of our assets other than to an entity more than 50% of the
combined voting power of which is owned by our stockholders, and (4) an unapproved change in the majority of the Board.



Outstanding Equity Awards at Fiscal Year-End



The following table
sets forth information regarding outstanding equity awards held by our named executive officers as of September 30, 2019:



|NAME           |  | GRANT DATE   |  | NUMBER OF SECURITIES
    UNDERLYING UNEXERCISED OPTIONS EXERCISABLE (#) |        |     | NUMBER OF SECURITIES
    UNDERLYING UNEXERCISED OPTIONS UNEXERCISABLE (#) |  |        | OPTION EXERCISE PRICE
    ($) |  |  | OPTION EXPIRATION DATE
|-------------- |  | ------------ |  | ----------------------------------------------------------------------- | ------ | --- | ------------------------------------------------------------------------- |  | ------ | ----------------------------- |  |  | ----------------------
|Steven Mertens |  | May 13, 2019 |  |                                                                         | 32,361 | (1) |                                                                           |  | 97,084 |                               |  |  | 2.38                  



| | (1) | 25% of the shares
                                         underlying the option vested immediately upon grant; the remaining vest monthly in equal
                                         increments over a 36 month period beginning on April 1, 2020.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Chief Executive Officer Pay Ratio



As a “smaller
reporting company”, we are not required to provide information relating to the ratio of total compensation of our Chief
Executive Officer to the median of the annual total compensation of all of our employees, as required by the Investor Protection
and Securities Reform Act of 2010, which is part of the Dodd-Frank Wall Street Reform and Consumer Protection Act.



Non-Employee Director Compensation



On March 29, 2018,
our Board approved a Non-Employee Director Compensation Policy effective as of January 1, 2018 whereby our non-employee directors
receive a mix of cash and share-based compensation intended to encourage non-employee directors to continue to serve on our Board,
further align the interests of the directors and stockholders, and attract new non-employee directors with outstanding qualifications.
Directors who are employees or officers of the Company do not receive any additional compensation for Board service.



Pursuant to this policy,
each of our non-employee directors receive an annual retainer of $50,000, except that our non-executive chairman receives an annual
retainer of $100,000. Additionally, the chairman and members of our Audit Committee receive an additional annual payment of $12,500
and $5,000, respectively, and the chairmen and members of each of our Compensation and Nominating and Corporate Governance Committees,
if any are formed in the future, will receive an additional annual payment of $10,000 and $4,000, respectively.





10







On May 13, 2019, each
non-employee director was granted an option to purchase 45,605 shares of the Company’s common stock, which options vested
immediately. On June 4, 2019, the date of the Company’s 2019 Annual Stockholder Meeting, each non-employee director was granted
(i) an option to purchase 14,995 shares of the Company’s common stock, which options vest in a series of 12 equal monthly
installments, subject to the director’s continued service, and (ii) 14,006 restricted stock units, which vest in a series
of 12 equal monthly installments, subject to the director’s continued service.



The following table
provides compensation information for the fiscal year ended September 30, 2019 for each non-employee member of the Board.



|                  |  | Fees Earned     |         |  |        |  |        | Option |  |  |        | 
|----------------- |  | --------------- | ------- |  | ------ |  | ------ | ------ |  |  | ------ | 
|                  |  | or Paid in Cash |         |  | RSUs   |  |        | Awards |  |  | Total  | 
|Name              |  | ($)(1)          |         |  | ($)(2) |  |        | ($)(1) |  |  | ($)    | 
|Paul Buckman      |  |                 | 105,000 |  |        |  | 33,334 |        |  |  | 66,590 | 
|Suraj Kalia (3)   |  |                 | 55,000  |  |        |  | 33,334 |        |  |  | 66,590 | 
|Jeffrey Mathiesen |  |                 | 62,500  |  |        |  | 33,334 |        |  |  | 66,590 | 



| | (1) | These represent
                                         amount earned; none of the directors have received cash payments for amounts earned
                                         in 2019.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Stock
                                         option and RSU awards were granted under the 2017 Equity Incentive Plan. The amounts
                                         reported reflect the aggregate grant date fair value of each equity award granted to
                                         the Company’s non-employee directors during the fiscal year ended September 30,
                                         2019, as computed in accordance with ASC 718. As required by SEC rules, the amounts shown
                                         exclude the impact of estimated forfeitures related to service-based vesting conditions.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Mr.
                                         Kalia resigned from the Board effective as of December 31, 2019.
| | --- | -------------------------------------------------------------------------------------------------------------



As of September 30,
2019, each of the non-employee directors had 94,620 shares underlying outstanding stock options.



As a named executive officer
of the Company, compensation paid to Mr. Rosa for fiscal 2019 is fully reflected under “Executive Compensation –
Summary Compensation Table.”





11







| | ITEM 12. | SECURITY
                                         OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
| | -------- | ---------------------------------------------------------------------------------------------------------------------------------------



The following table sets forth the beneficial
ownership of our common stock as of December 31, 2019 for:



| | ● | each
                                         person, or group of affiliated persons, who is known by us to beneficially own more than
                                         5% of our common stock;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | each
                                         of our named executive officers;
| | - | ------------------------------------------------------------------------------



| | ● | each
                                         of our directors; and
| | - | -------------------------------------------------------------------



| | ● | all
                                         of our current executive officers and directors as a group.
| | - | --------------------------------------------------------------------------------------------------------



The table lists applicable
percentage ownership based on 13,735,874 shares of common stock outstanding as of December 31, 2019.



We have determined
beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities
to persons who possess sole or shared voting power or investment power with respect to those securities. Unless otherwise indicated,
the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially
owned by them, subject to applicable community property laws. In addition, the rules include shares of our common stock issuable
pursuant to the exercise of stock options and warrants that are either immediately exercisable or exercisable within 60 days of
December 31, 2019. These shares are deemed to be outstanding and beneficially owned by the person holding those options for the
purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing
the percentage ownership of any other person.



Except as otherwise
noted below, the address for persons listed in the table is c/o NeuroOne Medical Technologies Corporation, c/o David Rosa, 7599
Anagram Dr., Eden Prairie, Minnesota 55344.



|Name and address of beneficial owner                            |  | Number
                                         of shares of
                                         Common Stock beneficially owned |           |     | Percentage of Common Stock
    beneficially owned (1) | 
|--------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------- | --------- | --- | ----------------------------------------------------- | 
|Greater than 5% Stockholders:                                   |  |                                                                                                                                       |           |     |                                                       | 
|Wade Fredrickson 4825 Suburban Drive Shorewood, Minnesota 55331 |  |                                                                                                                                       | 2,113,459 | (2) |                                                       | 
|Lifestyle Healthcare LLC4524 Westway Avenue Dallas, TX 75205    |  |                                                                                                                                       | 1,066,147 | (3) |                                                       | 
|Directors and Executive Officers:                               |  |                                                                                                                                       |           |     |                                                       | 
|David Rosa                                                      |  |                                                                                                                                       | 793,822   |     |                                                       | 
|Paul Buckman                                                    |  |                                                                                                                                       | 98,958    | (4) |                                                       | 
|Jeffrey Mathiesen                                               |  |                                                                                                                                       | 98,958    | (4) |                                                       | 
|Mark Christianson                                               |  |                                                                                                                                       | 1,423,206 |     |                                                       | 
|Steve Mertens                                                   |  |                                                                                                                                       | 32,361    | (5) |                                                       | 
|All Directors and Officers as a Group (5 persons)               |  |                                                                                                                                       | 2,447,305 |     |                                                       | 



| | (1) | Based on 13,735,874
                                         shares of common stock outstanding as of December 31, 2019.
| | --- | ------------------------------------------------------------------------------------------------------------------------



| | (2) | Based on Schedule
                                         13D/A filed by Mr. Fredrickson on October 29, 2019. Mr. Fredrickson is our former Vice
                                         President of Therapy and Product Development.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





12







| | (3) | Includes 193,044
                                         shares of common stock issuable upon exercise of outstanding warrants. Nickolay Kukekov
                                         has voting and dispositive power over the shares.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Consists of (i)
                                         89,621 shares of common stock underlying outstanding options and options exercisable
                                         within 60 days of December 31, 2019 and (ii) 9,337 restricted stock units and restricted
                                         stock units that will vest within 60 days of December 31, 2019.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | Includes 32,361
                                         shares of common stock underlying outstanding options.
| | --- | ---------------------------------------------------------------------------------------------------------------



| | * | Less
                                         than 1%
| | - | -----------------------------------------------------



Securities Authorized for Issuance
Under Equity Compensation Plan



The following table presents information
as of September 30, 2019 with respect to compensation plans under which shares of our common stock may be issued.



|Plan Category                                              |  | Number of Securities to
    be issued upon exercise of outstanding options (a) |         |  | Weighted-average exercise
    price of outstanding options (b) |   |      | Number of securities remaining
    available for future issuance under equity compensation plans (excluding securities reflected in column (a))(1)
    (c) | 
|---------------------------------------------------------- |  | ------------------------------------------------------------------------------ | ------- |  | -------------------------------------------------------------- | - | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|Equity compensation plans not approved by security holders |  |                                                                                | 0       |  |                                                                | $ | 0    |                                                                                                                                                            | 
|Equity compensation plan approved by security holders      |  |                                                                                | 845,840 |  |                                                                | $ | 1.82 |                                                                                                                                                            | 
|Total                                                      |  |                                                                                | 845,840 |  |                                                                | $ | 1.82 |                                                                                                                                                            | 



|(1) | The
    number of shares of common stock reserved for issuance under our 2017 Equity Incentive Plan automatically increases on January
    1st of each calendar year, starting on January 1, 2018 through January 1, 2027, to an amount equal to 13% of the total number
    of fully-diluted shares of our common stock as of December 31 of the preceding calendar year, or a lesser number of shares
    determined by our Board.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Consists
    of 1,078,663 shares remaining available for issuance under the 2017 Equity Incentive Plan and 411,096 shares remaining available
    for issuance under the 2016 Equity Incentive Plan. Upon the closing of the Acquisition, we no longer granted awards under
    the 2016 Equity Incentive Plan, and all awards are granted under the 2017 Equity Incentive Plan.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



13







| | ITEM 13. | CERTAIN
                                         RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
| | -------- | -----------------------------------------------------------------------------------------------------------------



Certain Relationships and Related Transactions



There have been no
transactions since January 1, 2018 to which NeuroOne, Inc. or the Company has been a participant in which the amount involved
exceeded or will exceed the lesser of $120,000 or 1% of the average of the Company’s total assets at year end for the last
two completed fiscal years, and in which any of our directors, executive officers or holders of more than five percent of our
capital stock, or any members of their immediate family, had or will have a direct or indirect material interest, other than compensation
arrangements which are described under “Executive Compensation” and as described below.



Series 1 Note Issuance



Between November 2016
and June 2017, NeuroOne, Inc. issued the Series 1 Notes and warrants to investors in a private placement, including, in June 2017,
a Series 1 Note for $50,000 and a warrant to Sean Wambold, the founder and former sole owner of the LLC. The Company did not make
any payments of principal or interest on the Series 1 Notes following issuance. In June 2017 and November 2017, the terms of the
Series 1 Notes and warrants were amended. In July 2018, the Series 1 Notes were converted as described below.



Series 2 Note Issuance



In August 2017, the
Company issued the Series 2 Notes to two investors in a private placement, including a Series 2 Note for $103,000 to Mohammad
Jainal Bhuiyan, a greater than 5% stockholder at the time, previously a registered representative with Corinthian and currently
a registered representative with Paulson, both registered broker-dealers that have acted as a placement agent for private placements
by the Company and NeuroOne, Inc. The Company did not make any payments of principal on the Series 2 Notes following issuance.
In November 2017, the Company and each holder of the Series 2 Notes amended the notes, and in March 2018, the Company and the
holders of the Series 2 Notes converted the Series 2 Notes from interest free promissory notes into convertible promissory notes
with an interest rate of 8% per year and issued warrants to the holders. In July 2018, the Series 2 Notes were converted as described
below.



Series 3 Note Issuance



Between September
2017 and June 2018, the Company issued the Series 3 Notes and warrants to several investors in a private placement, including
(i) in October 2017, a Series 3 Note for $50,000 and a warrant to Sean Wambold, the founder and former sole owner of the LLC and
(ii) in February 2018, a Series 3 Note for $125,000 and a warrant to Lifestyle Healthcare LLC, a holder of over 5% of our outstanding
common stock. Additionally, the manager of Lifestyle Healthcare LLC is a registered representative with Corinthian, a registered
broker-dealer that has acted as a placement agent in private placements by the Company and NeuroOne, Inc. The Company did not
make any payments of principal or interest on the Series 3 Notes. In February 2019, the Series 3 Notes were converted as described
below. For a more detailed description of our Series 3 Notes, see “Management’s Discussion and Analysis of Financial
Condition and Results of Operations-Liquidity and Capital Resources – Historical Capital Resources.”



Conversion of Series 1 Notes and
Series 2 Notes



On July 2, 2018, holders
of the Series 1 Notes and Series 2 Notes agreed to convert the outstanding principal and interest on the Series 1 Notes and Series
2 Notes into shares of our common stock, at a conversation rate of $1.80 per share; and to amend and restate the Series 1 Warrants
and Series 2 Warrants to make them immediately exercisable. As consideration for the early conversion of the Series 1 Notes and
Series 2 Notes, the Company issued each holder a new warrant. Mr. Wambold, the founder and sole owner of our predecessor, the
LLC, agreed to convert $54,277 of outstanding principal and interest on his Series 1 Notes into 30,154 shares of common stock
and warrants immediately exercisable for 125,482 shares of common stock with an exercise price of $1.80 per share. Mr. Bhuiyan
agreed to convert $105,563 of outstanding principal and interest on his Series 2 Notes into 58,646 shares of common stock and
warrants immediately exercisable for 194,542 shares of common stock with an exercise price of $1.80 per share, making him a holder
of over 5% of our outstanding common stock. As of July 1, 2019, no principal remains outstanding on the Series 1 Notes and Series
2 Notes.





14







Conversion of Series 3 Notes



On February 28, 2019,
the Company completed an equity round of financing resulting in more than $3 million in gross proceeds when it closed on the sale
of units, each consisting of one share of common stock and warrants exercisable for one share of common stock in connection with
the Company’s ongoing private placement. Following such financing, the outstanding principal and interest of the Series
3 Notes of $1,678,361 was automatically converted in accordance with the terms of the Series 3 Notes into 839,179 units, consisting
of 839,179 shares of common stock and 839,179 warrants at an exercise price equal to $3.00 per share. Additionally, the previously
issued warrants became immediately exercisable for 839,179 shares of common stock, at an exercise price equal to $2.50 per share,
and will expire on February 28, 2024. The exercise price and number of the shares of our common stock issuable upon exercise of
the warrants will be subject to adjustment in the event of any stock dividends and splits, reverse stock split, recapitalization,
reorganization, business combination or similar transaction. As of July 1, 2019, no principal remains outstanding on the Series
3 Notes.



Mr. Wambold’s
Series 3 Notes converted into 27,822 shares of common stock, and the warrants became immediately exercisable for 27,822 shares
of common stock with an exercise price of $3.00 per share, and Lifestyle Healthcare LLC’s Series 3 Notes converted into
67,722 shares of common stock, and the warrants became immediately exercisable for 67,622 shares of common stock with an exercise
price of $3.00 per share.



2018 Private Placement



Between July 2018
and November 2018, the Company issued and sold units to investors consisting of common stock and warrants for $2.50 per unit,
including (i) in July 2018, the sale of 37,600 Units for $94,000 to each of Lifestyle Healthcare LLC and Mohammad Jainal Bhuiyan
and (ii) in September, the sale of 40,000 Units for $100,000 and 20,000 Units for $50,000 to Faisal Siddiqui and Lifestyle Healthcare
LLC, respectively, each holders of over 5% of our Common Stock at the time of issuance.



2019 Private Placement



Between December 2018
and July 2019, the Company issued and sold units to certain investors consisting of shares of our common stock and warrants for
$2.50 per unit, including in March 2019, the sale of 60,000 units for $150,000, and, in June 2019, the sale of 40,000 units for
$100,000 to Mohammad Jainal Bhuiyan, a holder of over 5% of our common stock at the time of issuance.



HRA Capital



HRA Capital’s
affiliate, Corinthian, has acted as a placement agent for private placements by us and NeuroOne, Inc. HRA Capital is affiliated
with Chromium 24 LLC, which was previously a greater than 5% beneficial owner, and Lifestyle Healthcare LLC, a current greater
than 5% beneficial owner. Pursuant to the engagement letter with HRA Capital, NeuroOne, Inc. paid the placement agent a cash fee
of $113,610 and agreed to issue to the placement agent a warrant to purchase shares of common stock (or common stock equivalents)
in an amount equal to 8% of the shares purchased by certain investors in a bridge private placement transaction. Additionally,
the Company agreed to pay HRA Capital 10% of the gross proceeds (the “HRA Fee”) received by the Company in subsequent
private placement transactions from investors with whom HRA Capital or Corinthian had material contact with for purposes of the
engagement letter (the “Prospects”), provided such compensation would only be paid in connection with private placement
transactions that closed within 12 months of the expiration of the engagement letter (the “Tail Period”). The Company
agreed to issue to HRA Capital warrants to purchase shares of common stock (or common stock equivalents) in an amount equal to
10% of the shares purchased by Prospects during the Tail Period (“HRA Warrants”).



In February 2019,
the Company and HRA Capital agreed (i) to extend the Tail Period until June 30, 2019, (ii) to modify the HRA Fee so that HRA Capital
is entitled to receive a cash fee equal to 8% of the gross proceeds received by the Company from Prospects in all subsequent private
placement transactions and (iii) to modify the HRA Warrants so that they are exercisable to purchase shares of common stock (or
common stock equivalents) in an amount equal to 8% of the shares of common stock purchased by Prospects in subsequent private
placements.





15







The HRA Warrants were
issued on July 1, 2019. The Company issued Corinthian and its designees warrants exercisable for (i) 17,760 shares of common stock
in connection with the 2019 Private Placement, (ii) 36,096 shares of common stock in connection with the 2018 Private Placement
and (iii) 135,512 shares of common stock in connection with the Notes transactions. Upon issuance, the HRA Warrants became immediately
exercisable and expire on July 1, 2024.



Lock-Up Agreements



On March 1, 2018,
Wade Fredrickson, a greater than 5% stockholder of the Company, entered into a lock-up agreement, which was amended in July 2018,
with the Company in which he agreed, subject to certain exceptions, not to offer, sell, transfer or otherwise dispose of the Company’s
securities for a period of 18 months following the effective date of the agreement. On October 21, 2019, Wade Fredrickson entered
into a new lock-up agreement with the Company in which he agreed, subject to certain exceptions, not to offer, sell, transfer
or otherwise dispose of the Company’s securities for a period of 18 months following the effective date of the agreement.



Indemnification Agreements



Our certificate of
incorporation contains provisions limiting the liability of directors, and our bylaws provides that we indemnify each of our directors
to the fullest extent permitted under Delaware law. Our certificate of incorporation and bylaws also provide our Board with discretion
to indemnify our officers and employees when determined appropriate by the Board. In addition, we have entered into an indemnification
agreement with our directors and our executive officers.



Policies and Procedures for Transactions with Related Parties



To assist the
Company in complying with its disclosure obligations and to enhance the Company’s disclosure controls, the Board
approved a formal policy in January 2018 regarding related person transactions. A “related person” is a director,
officer, nominee for director or a more than 5% stockholder (of any class of the Company’s voting stock) since the
beginning of the Company’s last completed fiscal year, and their immediate family members. A related person transaction
is any transaction or any series of transactions in which the Company was or is to be a participant, the amount involved
exceeds $120,000, and in which any related person had or will have a direct or indirect material interest.



Specifically, the policy establishes a process for identifying
related persons and procedures for reviewing and approving such related person transactions. In addition, directors and executive
officers are required to complete an annual questionnaire in connection with the Company’s proxy statement for its annual meeting
of stockholders, which includes questions regarding related person transactions, and such persons also are required to provide
written notice to the Company or outside legal counsel of any updates to such information prior to the annual meeting.





The Audit Committee and/or
the independent directors of the Board review such proposed business transactions to ensure that the Company’s involvement
in such transactions is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third
party and is in the best interests of the Company and its stockholders.





Director Independence



We are not currently
listed on a national securities exchange or in an inter-dealer quotation system that has requirements that a majority of our Board
be independent. However, our Board has undertaken a review of the independence of the directors and considered whether any director
has a material relationship with us that could compromise his ability to exercise independent judgment in carrying out his or
her responsibilities applying Nasdaq independence standards. As a result of this review, our Board has determined that, Messrs.
Buckman and Mathiesen, representing two of our three directors, are “independent directors.” Mr. Rosa is not considered
independent due to his service as an executive officer of the Company.



16







| | ITEM 14. | PRINCIPAL
                                         ACCOUNTING FEES AND SERVICES
| | -------- | -------------------------------------------------------------------------------



The following table
shows the fees for professional services rendered to us (or NeuroOne, Inc.) by BDO USA, LLP (“BDO”) for services in
respect of the fiscal year ended September 30, 2019, the transition period ended September 30, 2018, which were approved by the
Board in accordance with its established policies and procedures.





|FEE CATEGORY          |  | FISCAL YEAR 2019 |         |  | TRANSITION PERIOD 2018 |  
|--------------------- |  | ---------------- | ------- |  | ---------------------- | -
|Audit fees(1)         |  | $                | 211,144 |  |                        | $
|Audit-related fees(2) |  | $                | —       |  |                        |  
|Tax fees(3)           |  | $                | —       |  |                        |  
|All other fees        |  | $                | —       |  |                        |  
|Total fees            |  | $                | 211,144 |  |                        | $



| | (1) | Audit fees include fees for professional services provided
by BDO in connection with the audit of our consolidated financial statements, review of our quarterly consolidated financial
statements, and related services that are typically provided in connection with registration statements.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Audit-related fees include fees billed for assurance and
related services reasonably related to the performance of the audit or review of fiscal year 2019, the transition period ended
September 30, 2018, and fiscal year 2017 consolidated financial statements that are not included as audit fees.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Tax fees include fees for tax compliance, advice and planning.
| | --- | --------------------------------------------------------------



Policy on Audit Committee Pre-Approval
of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm



Our Audit Committee
generally pre-approves all audit and permitted non-audit and tax services provided by the independent registered public accounting
firm. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget.
The independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding
the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and
the fees for the services performed to date. Our Audit Committee may also pre-approve particular services on a case-by-case basis.
All of the services relating to the fees described in the table above were approved by our Audit Committee.



17







PART IV



| | ITEM 15. | EXHIBITS
                                         AND FINANCIAL STATEMENT SCHEDULES
| | -------- | -----------------------------------------------------------------------------------



|Exhibit No. |  | Document                                                                                                                                                                                               
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                                                                                                        
|31.1        |  | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes Oxley Act of 2002



18







SIGNATURES



Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed
on its behalf by the undersigned, thereunto duly authorized.



|Date:
    January 28, 2020 | NEUROONE
    MEDICAL TECHNOLOGIES CORPORATION
|-------------------------- | ---------------------------------------------
|                           |                                              
|                           | By:                                          
|                           |                                              
|                           |                                              



Pursuant to the requirements of the Securities
Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.



|SIGNATURE                 |  | TITLE                                                             |  | DATE                
|------------------------- |  | ----------------------------------------------------------------- |  | --------------------
|                          |  |                                                                   |  |                     
|/s/
    DAVID ROSA        |  | Chief
    Executive Officer and Director                          |  | January
    28, 2020
|David
    Rosa            |  | (Principal Executive Officer
    and Principal Financial Officer) |  |                     
|                          |  |                                                                   |  |                     
|/s/
    PAUL BUCKMAN      |  | Chairman
    of the Board of Directors                            |  | January
    28, 2020
|Paul
    Buckman          |  |                                                                   |  |                     
|                          |  |                                                                   |  |                     
|                          |  |                                                                   |  |                     
|/s/
    JEFFREY MATHIESEN |  | Member
    of the Board of Directors                              |  | January
    28, 2020
|Jeffrey
    Mathiesen     |  |                                                                   |  |                     





19