Exhibit
10.1


 


SECOND
AMENDMENT TO 


CONVERTIBLE
PROMISSORY NOTES 


 


This
Second Amendment to Convertible Promissory Notes (this “Amendment”)
is made effective as of April __, 2020, by and among NeuroOne Medical Technologies Corporation,
a Delaware corporation (the “Company”), and the holders of the Company’s Convertible Promissory
Notes as named on the signature page hereto (collectively, the “Subscribers” and each, without distinction,
a “Subscriber”).


 


Background


 


The
Company and the Subscribers previously entered into a series of Subscription Agreements, pursuant to which the Company issued
its Convertible Promissory Notes, as amended on December 6, 2019 (collectively, the “Related Notes”
and each, without distinction, a “Note”) and Common Stock Purchase Warrants (collective the “Warrants”
and each, without distinction, a “Warrant”).


 


Pursuant
to Section 7.6 of the Note, the Company and the holders of a majority in original aggregate principal amount of the Related
Notes desire to amend the Related Notes as set forth herein.


 


Now,
Therefore, in consideration of the foregoing, and for other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree
as follows:


 


Agreement


 


1.                  
Maturity Date. The definition of “Maturity Date” in Section 1.1
of each Note is hereby deleted in its entirety and amended to read as follows:


““Maturity
Date” shall mean the earlier of (i) November 1, 2020 and (ii) a Change in Control.”


2.                  
Conversion. Section 3.1 of each Note is hereby deleted in its entirety
and amended to read as follows:


“3.1Conversion.


(a)               
Conversion upon Qualified Financing. Subject to the applicable provisions of this Section 3.1, at any time on or following
a Qualified Financing, prior to the Maturity Date, at the sole election of the Holder, all or a portion of the outstanding principal
and accrued and unpaid interest on this Note (the “Outstanding Balance”) may be converted into that
number of shares of New Round Stock equal to: (i) the Outstanding Balance elected by the Holder to be converted (the “Conversion
Amount”) divided by (ii) the lower of 0.6 multiplied by (A) the actual per share price of New Round Stock and (B)
the VWAP of the Common Stock for the ten (10) Trading Days immediately preceding the date of the Qualified Financing.


(b)               
Conversion Prior to a Qualified Financing. Subject to the applicable provisions of this Section 3.1, at any time prior
to a Qualified Financing, at the sole election of the Holder, all or a portion of the Outstanding Balance of this Note may be
converted into that number of shares of the Company’s common stock, par value $0.001 per share (the

“Common Stock”) equal to: (i) the Conversion Amount divided by (ii) an amount equal to 0.6 of the VWAP
of the Common Stock for the ten (10) Trading Days immediately preceding the Conversion Date (as defined below).






    


     


    

 


(c)                
Conversion Mechanics. To convert any Conversion Amount into New Round Stock or shares of the Common Stock (in either case,
the “Conversion Shares”), the Holder shall by delivering to the Company at its principal office, or
at such other office as the Company may designate (i) the notice of conversion attached as Exhibit
A hereto (the “Notice of Conversion”), duly executed by the Holder and (ii) this Note (or
an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction) (together, the “Conversion
Materials”). As soon as practicable after the date that the Company receives the Conversion Materials, or a later
date, if selected by the Holder in the Notice of Conversion (the “Conversion Date”), the Company, at
its expense, shall cause to be issued in the name of and delivered to the Holder (x) written confirmation that the Conversion
Shares have been issued in the name of the Holder, and (y) a new Note of like tenor representing the Outstanding Balance not converted
by the Holder. The person or persons entitled to receive the shares of the Common Stock issuable upon a conversion of this Note
shall be treated for all purposes as the record holder or holders of such shares of the Common Stock on the Conversion Date.


(d)               
Definitions. For the purposes of this Note the following defined terms shall have the following meanings: (i) “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 Holders 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; (ii) “Trading Day”
means a day on which the principal Trading Market is open for trading; and (iii) “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.


(e)                
Warrants. On the issuance date of this Note, the Holder shall receive a Warrant granting the Holder the right to purchase
up to a number of shares of Common Stock equal to (i) 0.5 multiplied by (ii) the Outstanding Balance divided by 1.87,
with an exercise price per share equal to $1.87.


(f)                 
Registration Rights. Promptly following the earlier of (i) May 1, 2020, if Holder has converted all or a majority of the Outstanding
Balance of the Note prior to such date; (ii) the final closing a Qualified Financing; and (iii) the Maturity Date (the “Registration
Date”), the Company shall enter into a registration rights agreement with the Holder and the holders of outstanding
Related Notes containing customary and usual terms pursuant to which the Company shall agree to prepare and file with the SEC
a Registration Statement on or prior to the 90th calendar day following the Registration Date, covering the resale
of any Conversion Shares, and shares of Common Stock underlying the Warrants (the “Registration Rights Agreement”).
The Holder agrees to execute the Registration Rights Agreement as a condition to the Holder’s right to receive the registration
rights set forth in the Registration Rights Agreement.


 


(g)               
Trading Market Regulation.  Notwithstanding anything to the contrary, if on the Conversion Date the Common Stock is listed
on a national securities exchange, the Holder may only convert an amount of the Outstanding Balance such that the total cumulative
number of Conversion Shares and all shares issued upon the conversion of the Related Notes and the exercise of the Warrants and
all warrants issued to holders of the Related Notes shall not exceed the requirements of Nasdaq Listing Rule 5635(d), except that
such limitation shall not apply to the extent that the Company obtains the approval of its stockholders for such issuance.”


 






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3.                  
Notice to Transferees. Each Subscriber hereby covenants and agrees to provide
any transferee of such Subscriber’s Note and Warrant with a copy of this Amendment.


4.                  
Construction. Unless otherwise defined herein, capitalized terms shall have
the meanings set forth in the Subscription Agreement. The terms of this Amendment amend and modify the Related Notes as if fully
set forth in each Related Note. If there is any conflict between the terms, conditions and obligations of this Amendment and the
Related Notes, this Amendment’s terms, conditions and obligations shall control. All other provisions of the Related Notes
not specifically modified by this Amendment are preserved.


5.                  
Counterparts; Electronic Transmission. This Amendment may be executed in one
or more counterparts and by facsimile, each of which shall constitute an original and all of which together shall constitute one
and the same instrument. Signatures of the parties transmitted by facsimile or via .pdf format shall be deemed to be their original
signatures for all purposes. The words “execution,” “signed,” “signature,” and words of like
import shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of
the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system,
as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global
and National Commerce Act, the Delaware Electronic Transactions Act, or any other similar state laws based on the Uniform Electronic
Transactions Act. This Amendment and any signed agreement or instrument entered into in connection with this Amendment, and any
amendments hereto or thereto, to the extent delivered by means of a facsimile machine or electronic mail (any such delivery, an
“Electronic Delivery”), will be treated in all manner and respects as an original agreement or instrument
and will be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.
At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto will re-execute
original forms thereof and deliver them to the other party. No party hereto or to any such agreement or instrument will raise
the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted
or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever
waives any such defense, except to the extent such defense related to lack of authenticity.


Signatures
on the Following Pages







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In
Witness Whereof, this Second Amendment to Convertible Promissory
Notes is hereby executed as of the date first above written.


 





	THE COMPANY:	 	 
	 	 	 
	NeuroOne Medical Technologies
    Corporation	 
	 	 	 
	By:	              	 	 
	Name:David A. Rosa	 	 
	Title:President and Chief Executive Officer  
    	 	 
	 	 	 



 


 






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The
undersigned hereby consents to this Second Amendment to Convertible Promissory Notes pursuant. This Consent shall constitute a
consent pursuant to Section 7.6 of the Notes and, upon the Company’s receipt of the signatures to this Consent by the holders
of at least a majority in original aggregate principal amount of the Notes, this Consent shall be binding upon each Holder of
the Notes to the same extent as if set forth in each such Holder’s Note, whether or not such Holder has signed a counterpart
hereof.


Each
of the undersigned Consent Parties hereby covenants and agrees to provide any transferee of the Note a copy of this Second Amendment
to Convertible Promissory Note.


 


 


 


	SUBSCRIBER:  _____________________	 
	 	 
	By:	                                                                  	 
	Name:	 	 
	Title:	 	 
	 	 


 






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Exhibit
A


NOTICE
OF CONVERSION


 


	To:	NEUROONE MEDICAL TECHNOLOGIES
    CORPORATION


Reference
is made to the Convertible Promissory Note (the “Note”) issued to the undersigned by NeuroOne Medical
Technologies Corporation, a Delaware corporation (the “Company”). In accordance with and pursuant to
the Note, the undersigned hereby elects to convert the Conversion Amount (as defined in the Note) of the Note indicated below
into shares of the Company’s Common Stock, $0.001 par value per share (the “Common Stock”), of
the Company, as of the date specified below. Capitalized terms not defined herein shall have the meaning as set forth in the Note.


Date
of Conversion:_____________________________________________________


Aggregate
Outstanding Balance to be converted: _______________________________


Please
issue the Common Stock into which the Note is being converted to the Holder, or for its benefit, as follows: ______________________________________


Check
here if requesting delivery as a certificate to the following name and to the following address: ☐


Issue
to:


____________________________________


____________________________________


____________________________________


Check
here if requesting delivery by Deposit/Withdrawal at Custodian as follows: ☐


DTC
Participant: ____________________________________


DTC
Number: _______________________________________


Account
Number: ____________________________________


 


The
undersigned represents that: (i) the undersigned is an Accredited Investor (as that term is defined in Rule 501(a) of Regulation
D promulgated under the Securities Act (as defined below)); (ii) the shares of the Common Stock are being acquired for the account
of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that
the undersigned has no present intention of distributing or reselling such shares of the Common Stock; (iii) the undersigned is
aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company
to reach an informed and knowledgeable decision regarding its investment in the Company; (iv) the undersigned is experienced in
making investments of this type and has such knowledge and background in financial and business matters that the undersigned is
capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (v) the undersigned
understands that the shares of the Common Stock issuable upon conversion of the Note have not been registered under the Securities
Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration
provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent
as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely
unless subsequently registered under the Securities Act or an exemption from such registration is available; (vi) the undersigned
is aware that the shares of the Common Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain
conditions are met and until the undersigned has held the shares of the Common Stock for the period prescribed by Rule 144, that
among the conditions for use of Rule 144 is the availability of current information to the public about the Company and that the
Company has not made such information available and has no present plans to do so; and (vii) the undersigned agrees not to make
any disposition of all or any part of the shares of the Common Stock unless and until there is then in effect a registration statement
under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registration
statement, or the undersigned has provided the Company with an opinion of counsel satisfactory to the Company, stating that such
registration is not required.


 






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In
Witness Whereof,
the undersigned, intending to be legally bound by the terms hereof, has caused this conversion notice to be duly executed as of
the date set forth below by the undersigned.


  


	Dated:____________________	By: 		 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 
	 	Tax ID:	 	 
	 	Facsimile:



	 	 
	 	Email
        Address:



	 	 



 






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