Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed in a Current Report on Form 8-K filed by NeuroOne Medical Technologies Corporation (the “Company”) with the Securities and Exchange Commission (the “SEC”) on November 7, 2019 (the “Initial Form 8-K”), the Company entered into a Subscription Agreement with certain accredited investors (the “Subscribers”), pursuant to which the Company, in a private placement, agreed to issue and sell to the Subscribers 13% convertible promissory notes (each, a “Note” and collectively, the “Notes”) and warrants (each, a “Warrant” and collectively, the “Warrants”) to purchase shares of the Company’s common stock, par value $0.001 per share (“Common Stock”). Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Initial Form 8-K.

On December 5, 2019, the Company and holders of a majority in aggregate principal amount of the Notes entered into an amendment to the Notes (the “Amendment”) to, among other things: (i) provide a form notice of conversion for Subscribers to complete in order to convert all or a portion of any Note; (ii) clarify that the amount of shares to be received upon conversion of any Notes prior to a Qualified Financing will be equal to the Outstanding Balance divided by the volume weighted average price of the Common Stock for the ten trading days immediately preceding the date of conversion; and (iii) provide that promptly following the earlier of (x) the final closing of a Qualified Financing and (y) the Maturity Date (the “Registration Date”), the Company will enter into a registration rights agreement with Subscribers pursuant to which the Company will agree to file with the SEC a Registration Statement on or prior to the 90^th calendar day following the Registration Date, covering the resale of any shares received upon conversion of the Notes or underlying the Warrants. Pursuant to Section 7.6 of the Notes, the Notes may be amended with the written consent of the Company and the holders of a majority in aggregate principal amount of the Notes, which consents shall be binding upon each holder of the Notes, whether or not each holder has signed such consents.

The foregoing description of the Amendment is qualified in its entirety by reference to the form of Amendment, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.