Exhibit 4.1


 


NEITHER
THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A
LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.



 


	No.
    [___]	[DATE]


 


NeuroOne
Medical Technologies Corporation


 


 Common Stock Purchase Warrant


 





 



 


This
Certifies That, for value received, [NAME],
or his/her/our registered assigns (the “Purchaser”), is entitled to subscribe for and purchase from
NeuroOne Medical Technologies Corporation, a Delaware corporation (the “Company”),
at any time commencing on [DATE] and expiring on July 9, 2023 (such period, the “Warrant Exercise Term”),
the Shares at the Exercise Price (each as defined in Section 1 below).


 


This
Warrant is issued in connection with the Company’s private placement solely to accredited investors of units, each consisting
of 1 share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and
a warrant to purchase 1 share of Common Stock, for minimum gross proceeds of $100,000 and up to a maximum of $10,000,000 (and
up to an additional $1,500,000 to cover over-allotment subscriptions) (the “Private Placement”), which
may be issued in one or more closings, in accordance with, and subject to, the terms and conditions described in the Subscription
Agreement, dated as of even date herewith (the “Subscription Agreement”). Capitalized terms used and
not otherwise defined herein shall have the respective meanings assigned to such terms in the Subscription Agreement. 


 


This
Warrant is subject to the following terms and conditions:


 


1. Shares.
The Purchaser has, subject to the terms set forth herein, the right to purchase, at any time during the Warrant Exercise Term,
up to [NUMBER OF SHARES] shares of Common Stock, at a per share exercise price of $3.00 (as the same may be adjusted as provided
in Section 3 hereof, the “Exercise Price”). The shares of Common Stock received upon any exercise
of this Warrant are referred to herein as the “Shares”.


 






     

     


    

 


2. Exercise
of Warrant. 


 


(a) Exercise.
This Warrant may be exercised by the Purchaser at any time during the Warrant Exercise Term, in whole or in part, by delivering
to the Company at its principal office, or at such other office as the Company may designate (i) the notice of exercise attached
as Exhibit A hereto (the “Notice of Exercise”),
duly executed by the Purchaser and (ii) this Warrant certificate, accompanied by (iii) payment, in cash or by wire transfer of
immediately available funds or by check payable to the order of the Company of the amount obtained by multiplying the number of
Shares designated in the Notice of Exercise by the Exercise Price (the “Purchase Price”). For purposes
hereof, “Exercise Date” shall mean the date on which all deliveries required to be made to the Company
upon exercise of this Warrant pursuant to this Section 2(a) shall have been made. In no event shall the Company be required
to net cash settle any Warrant exercise.


 


(b) Redemption.


 


(i)All
of the outstanding Warrants (but not less than all) may be redeemed, at the option of the Company, at any time beginning after
the one-year anniversary of the date hereof and during the Warrant Exercise Term upon notice to the Purchaser at the price of
$3.00 per Warrant (the “Redemption Price”), provided that the VWAP (as defined below) of the Common
Stock is at least 200% of the Exercise Price for 20 consecutive Trading Days prior to the date on which notice of the redemption
is given. “VWAP” means, for any date, the price determined by the first of the following clauses that
applies: (A) if the Common Stock is then listed or quoted on a Trading Market (other than the OTC Bulletin Board or OTC Markets,
Inc.), the daily volume weighted average price of the Common Stock for such date (or the nearest preceding Trading Day) on the
Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30
a.m. (New York City time) to 4:02 p.m. (New York City time)), (B) if the Common Stock is then quoted on the OTC Bulletin Board,
the volume weighted average price of the Common Stock for such date (or the nearest preceding Trading Day) on the OTC Bulletin
Board, (C) if the Common Stock is not then listed or quoted for trading on the OTC Bulletin Board and if prices for the Common
Stock are then reported on OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices),
the most recent bid price per share of the Common Stock so reported, or (D) in all other cases, the fair market value of
a share of Common Stock as determined by an independent appraiser selected in good faith by the Purchasers of a majority in interest
of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the
Company. “Trading Day” means a day on which the principal Trading Market is open for trading. “Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading
on the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the
New York Stock Exchange (or any successors to any of the foregoing), the OTC Bulletin Board or OTC Markets, Inc.


 


(ii)The
Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed
by first class mail, postage prepaid, by the Company not less than 30 days prior to the Redemption Date to the Purchasers
to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein
provided shall be conclusively presumed to have been duly given whether or not the Purchaser received such notice.


 






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(iii)The
notice of redemption shall contain the information necessary to calculate the number of Shares to be received upon exercise of
the Warrants, including the VWAP calculations. On and after the Redemption Date, the record holder of the Warrants shall have
no further rights except to receive, upon surrender of the Warrants, the Redemption Price.


 


(c) Issuance
of Certificates. As soon as practicable after the exercise of this Warrant, in whole or in part, in accordance with Section
2(a) hereof, the Company, at its expense, shall cause to be issued in the name of and delivered to the Purchaser (i) a certificate
or certificates for the number of validly issued, fully paid and non-assessable Shares to which the Purchaser shall be entitled
upon such exercise and, if applicable and (ii) a new warrant of like tenor to purchase all of the Shares that may be purchased
pursuant to the portion, if any, of this Warrant not exercised by the Purchaser. The Purchaser shall for all purposes hereof be
deemed to have become the Purchaser of record of such Shares on the date on which the Notice of Exercise and payment of the Purchase
Price in accordance with Section 2(a) hereof were delivered and made, respectively, irrespective of the date of delivery
of such certificate or certificates, except that if the date of such delivery, notice and payment is a date when the stock transfer
books of the Company are closed, such person shall be deemed to have become the holder of record of such Shares at the close of
business on the next succeeding date on which the stock transfer books are open. Shares purchased hereunder shall be transmitted
by the transfer agent to the Purchaser by crediting the account of the Purchaser’s prime broker with The Depository Trust
Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant
in such system and either (A) there is an effective registration statement permitting the issuance of the Shares to or resale
of the Shares by the Purchaser or (B) the Shares are eligible for resale by the Purchaser without volume or manner-of-sale limitations
pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Purchaser in the Notice of Exercise by
the date that is three Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise and (B) surrender
of this Warrant (if required).


 


3. Adjustment
of Exercise Price and Number of Shares. 


 


(a) Adjustment
for Reclassification, Consolidation or Merger. If while this Warrant, or any portion hereof, remains outstanding and unexpired
there shall be (i) a reorganization or recapitalization (other than a combination, reclassification, exchange or subdivision of
shares otherwise provided for herein), (ii) a merger or consolidation of the Company with or into another corporation or other
entity in which the Company shall not be the surviving entity, or a reverse merger in which the Company shall be the surviving
entity but the shares of the Company’s capital stock outstanding immediately prior to the merger are converted by virtue
of the merger into other property, whether in the form of securities, cash or otherwise, or (iii) a sale or transfer of the Company’s
properties and assets as, or substantially as, an entirety to any other corporation or other entity in one transaction or a series
of related transactions, then, as a part of such reorganization, recapitalization, merger, consolidation, sale or transfer, unless
otherwise directed by the Purchaser, all necessary or appropriate lawful provisions shall be made so that the Purchaser shall
thereafter be entitled to receive upon exercise of this Warrant during the Warrant Exercise Term and upon payment of the Exercise
Price then in effect, the greatest number of shares of capital stock or other securities or property that a holder of the Shares
deliverable upon exercise of this Warrant would have been entitled to receive in such reorganization, recapitalization, merger,
consolidation, sale or transfer if this Warrant had been exercised immediately prior to such reorganization, recapitalization,
merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 3. If the per share
consideration payable to the Purchaser for Shares in connection with any such transaction is in a form other than cash or marketable
securities, then the value of such consideration shall be determined in good faith by the Board. The foregoing provisions of this
paragraph shall similarly apply to successive reorganizations, recapitalizations, mergers, consolidations, sales and transfers
and to the capital stock or securities of any other corporation that are at the time receivable upon the exercise of this Warrant.
In all events, appropriate adjustment shall be made in the application of the provisions of this Warrant with respect to the rights
and interests of the Purchaser after the transaction, to the end that the provisions of this Warrant shall be applicable after
that event, as near as reasonably may be, in relation to any shares or other property deliverable or issuable after such reorganization,
recapitalization, merger, consolidation, sale or transfer upon exercise of this Warrant.


 






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(b) Adjustments
for Split, Subdivision or Combination of Shares. If the Company shall at any time subdivide (by any stock split, stock dividend,
recapitalization, reorganization, reclassification or otherwise) the shares of Common Stock subject to acquisition hereunder,
then, after the date of record for effecting such subdivision, the Exercise Price in effect immediately prior to such subdivision
will be proportionately reduced and the number of shares of Common Stock subject to acquisition upon exercise of the Warrant will
be proportionately increased. If the Company at any time combines (by reverse stock split, recapitalization, reorganization, reclassification
or otherwise) the shares of Common Stock subject to acquisition hereunder, then, after the record date for effecting such combination,
the Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of shares
of Common Stock subject to acquisition upon exercise of the Warrant will be proportionately decreased.


 


(c) Adjustments
for Dividends in Stock or Other Securities or Property. If while this Warrant, or any portion hereof, remains outstanding
and unexpired, the holders of any class of securities as to which purchase rights under this Warrant exist at the time shall have
received or, on or after the record date fixed for the determination of eligible stockholders, shall have become entitled to receive,
without payment therefor, other or additional stock or other securities or property (other than cash) of the Company by way of
dividend, then and in each case, this Warrant shall represent the right to acquire, in addition to the number of shares of such
class of security receivable upon exercise of this Warrant, and without payment of any additional consideration therefor, the
amount of such other or additional stock or other securities or property (other than cash) of the Company that such holder would
be entitled to receive had it been the holder of record of the class of security receivable upon exercise of this Warrant on the
record date fixed for the determination of stockholders eligible to receive such dividend, giving effect to all adjustments called
for by the provisions of this Section 3 that occur from such record date to the date of such exercise.


 


(d) [Reserved.]


 


(e) Notice
of Adjustments. Upon any adjustment of the Exercise Price and any increase or decrease in the number of Shares purchasable
upon the exercise of this Warrant, then, and in each such case, the Company, within 30 days thereafter, shall give written notice
thereof to the Purchaser at the address of such Purchaser as shown on the books of the Company, which notice shall state the Exercise
Price as adjusted and, if applicable, the increased or decreased number of Shares purchasable upon the exercise of this Warrant,
setting forth in reasonable detail the method of calculation of each. The Purchaser and any assignee, by acceptance of this
Warrant, acknowledge and agree that, by reason of the provisions of this Section 3, following any adjustment hereunder,
the number of Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.



 






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4. Transfer
of Warrant. 


 


(a) Transfer
Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer
of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and
under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or
current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer,
that the Purchaser or transferee of this Warrant, as the case may be, comply with the transfer restrictions of the Subscription
Agreement.


 


(b) Purchaser
Representation. The Purchaser, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon
any exercise hereof, will acquire the Shares issuable upon such exercise, for its own account and not with a view to or for distributing
or reselling such Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except
pursuant to sales registered or exempted under the Securities Act.


 


5.
 Notices. All
notices, requests, consents and other communications required or permitted under this Warrant shall be in writing and shall be
deemed delivered (i) three business days after being sent by registered or certified mail, return receipt requested, postage prepaid
or (ii) one business day after being sent via a reputable nationwide overnight courier service guaranteeing next business day
delivery or (iii) on the business day of delivery if sent by facsimile or electronic transmission, in each case to the intended
recipient as set forth below:


 


If
to the Company to:


 


NeuroOne
Medical Technologies Corporation 


10006
Liatris Lane 


Eden
Prairie, MN 55347 


Attention:
David A. Rosa 


Email:
daver@neurooneinc.com


 


With
a copy (that shall not constitute notice) to:


 


Honigman
Miller Schwartz and Cohn LLP 


350
East Michigan Avenue, Suite 300 


Kalamazoo,
Michigan 49007 


Attention:
Phillip D. Torrence 


Facsimile:
(269) 337-7703 


Email:
ptorrence@honigman.com


 


If
to the Purchaser at its address as furnished in the Subscription Agreement.


 


Either
party may give any notice, request, consent or other communication under this Warrant using any other means, but no such notice,
request, consent or other communication shall be deemed to have been duly given unless and until it is actually received by the
party for whom it is intended. Either party may change the address to which notices, requests, consents or other communications
hereunder are to be delivered by giving the other party notice in the manner set forth in this Section 5.


 






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6. Legends.
The Purchaser acknowledges that each certificate
evidencing the Shares acquired upon the exercise of this Warrant will have restrictions upon resale imposed by state and federal
securities laws. Each such certificate shall be stamped or imprinted with a legend substantially in the following form:


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER
APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION
OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, WHICH OPINION SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.


 


7. Removal
of Legend. Upon request of a holder of a certificate
with the legends required by Section 6 hereof and subject to Section 3(e) of the Registration Rights Agreement attached
as Annex A to the Subscription Agreement, the Company shall issue to such
holder a new certificate free of any transfer legend, if, with such request, the Company shall have received an opinion of counsel
satisfactory to the Company in form and substance to the effect that any transfer by such holder of the Shares evidenced by such
certificate will not violate the Act or any applicable state securities laws.


 


8. Fractional
Shares. No fractional Shares will be issued
in connection with any exercise hereunder. Instead, the Company shall round the number of Shares to be issued up to the nearest
whole Share. This Warrant may only be exercised for whole shares.


 


9. Rights
of Stockholders. Except as expressly provided
in Section 3(c) hereof, the Purchaser, as such, shall not be entitled to vote or receive dividends or be deemed the holder
of the Shares or any other securities of the Company that may at any time be issuable on the exercise hereof for any purpose,
nor shall anything contained herein be construed to confer upon the Purchaser, as such, any of the rights of a stockholder of
the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof,
or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification
of stock, change of par value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings, or otherwise
until this Warrant shall have been exercised and the Shares purchasable upon the exercise hereof shall have been issued, as provided
herein.


 


10. Miscellaneous.


 


(a) All
questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance
with the provisions of the Subscription Agreement. Wherever possible, each provision of this Warrant shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid
under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating
the remainder of such provisions or the remaining provisions of this Warrant.


 






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(b) The
headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect any of the terms hereof.


 


(c) The
terms of this Warrant shall be binding upon and shall inure to the benefit of any successors or permitted assigns of the Company
and of the Purchaser and of the Shares issued or issuable upon the exercise hereof.


 


(d) This
Warrant and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the
parties with regard to the subject hereof.


 


(e) The
Company shall not, by amendment of the certificate of incorporation or bylaws, or through any other means, directly or indirectly,
avoid or seek to avoid the observance or performance of any of the terms of this Warrant and shall at all times in good faith
assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order
to protect the rights of the Purchaser contained herein against impairment.


 


(f) Upon
receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and,
in the case of any such loss, theft or destruction, upon delivery of an indemnity agreement reasonably satisfactory in form and
amount to the Company, or, in the case of any such mutilation, upon surrender and cancellation of such Warrant, the Company, at
its expense, will execute and deliver to the Purchaser, in lieu thereof, a new Warrant of like date and tenor.


 


(g) This
Warrant and any provision hereof may be amended, waived or terminated only by the written consent of the Company and holders of
a majority in original aggregate principal amount of the units sold in the Private Placement.


 


signature
page follows


 






    	 	7	 



     


    

 





In
Witness Whereof, the Company has caused this
Warrant to be signed by its duly authorized officer.


 


	 
	NeuroOne
    Medical Technologies
	 	Corporation
	 	 	 
	 	By:	 
	 	Name:	David
    A. Rosa 
	 	Title:	Chief
    Executive Officer


 


 


 


 


 


 


 


 


 


Signature
Page to

Common Stock Purchase Warrant








 






     

     


    

 


Exhibit
A


 


NOTICE
OF EXERCISE


 


To:      NeuroOne
Medical Technologies Corporation


 


(1) The
undersigned hereby elects to purchase ________ Shares of the Company pursuant to the terms of the attached Warrant (only if exercised
in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any, in
the form of cash in lawful money of the United States.


 


(2) Please
issue said Shares in the name of the undersigned or in such other name as is specified below:


 


_______________________________


 


The
Shares shall be delivered to the following DWAC Account Number:


 


_______________________________


 


_______________________________


 


_______________________________


 


(3)
The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933,
as amended.


 


[purchaser]


 


Name
of Investing Entity: ______________________________________________________________


Signature
of Authorized Signatory of Investing Entity: ________________________________________ 


Name
of Authorized Signatory: __________________________________________________________ 


Title
of Authorized Signatory: ___________________________________________________________ 


Date:
_______________________________________________________________________________








 






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ASSIGNMENT
FORM


 


(To
assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)


 


FOR
VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to


 


	Name:
	 	
	 	 	(Please
    Print)
	 	 	 
	Address:	 	
	 	 	(Please
    Print)
	 	 	 
	Phone
Number:
	 	 
	 	 	 
	Email
    Address:	 	 
	Dated:
    _______________ __, ______	 	 
	Holder’s
    Signature:	 	 
	Holder’s
    Address:	 	 


 


 


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