NMTC NeuroOne Medical Technologies Corporation

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_______________________________

SCHEDULE 14A

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Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No.______)

Check the appropriate box:

NeuroOne Medical Technologies Corporation
(Name of Registrant as Specified In Its Charter)

N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

January 29, 2024

Dear Valued Shareholders,

We would like to extend a warm welcome to you to attend our 2024 annual meeting of stockholders, to be held at 7599 Anagram Dr., Eden Prairie, MN 55344, on March 14, 2024 at 9:00 a.m. local time.

Fiscal 2023 was a transformational year for NeuroOne in advancing our platform technology, including cortical strip and grid and sEEG electrodes for both diagnostic and therapeutic applications. We are well positioned as we enter 2024 to capitalize on key near-term and longer-term opportunities.

NeuroOne’s robust product portfolio has recently expanded beyond our two families of diagnostic products, the Evo® Cortical Electrode and the Evo® sEEG Depth Electrode systems, to now include our first combination diagnostic and therapeutic product offering, the OneRF® Ablation System. We believe this system, with combination diagnostic and therapeutic functionality, has the capability to create a paradigm shift in neurological surgical procedures. During fiscal 2023, we also made significant progress with our product development programs for drug delivery and spinal cord stimulation, as well as progress in assessing additional market opportunities for our platform technology.

The purpose of this letter is to share with you the key highlights from the past year, as well as to highlight several exciting catalysts for NeuroOne in fiscal year 2024.

Fiscal Year 2023 and Subsequent Highlights

•        U.S. Food and Drug Administration (FDA) clearance and commercial launch of our Evo® sEEG Electrodes.    Following FDA 510(k) clearance in October 2022, we initiated the commercial launch of our diagnostic Evo® sEEG (stereoelectroencephalography) electrodes with our distribution partner Zimmer Biomet in May 2023. The initial limited launch was well received by customers, prompting the Company and Zimmer Biomet to expand the launch to new accounts. This represents the second NeuroOne product family to be commercialized following our line of Evo® cortical electrodes. The Evo® sEEG product portfolio is marketed for temporary (less than 30 days) diagnostic use for the recording, monitoring, and stimulation of electrical signals at the subsurface level of the brain. Engineered for accuracy, the Evo® sEEG electrodes enhance physicians’ ability to precisely identify the problematic brain tissue which is triggering the patient’s seizures. This diagnostic information is then used by the neurosurgeon to guide therapies in an effort to reduce or eliminate the patient’s seizures. The worldwide market for our diagnostic electrodes is currently estimated to be over $100 million USD.

•        FDA clearance of our OneRF® Ablation System, the first and only FDA-cleared sEEG-RF system representing NeuroOne’s first FDA-cleared therapeutic device.    We submitted a 510(k) application for the OneRF® Ablation System in June 2023 and received FDA clearance in December 2023. This represents the third NeuroOne product family to receive FDA clearance. Our team’s achievement in reaching this milestone was the culmination of years of perseverance, and we could not be more excited given this was a goal of the Company when we incorporated in 2017. Designed to both record brain activity and ablate nervous tissue with temperature control using our same Evo® sEEG electrode, the OneRF® Ablation System offers the potential for a safer and less expensive combination diagnostic and therapeutic electrode platform technology. Intended to improve patient outcomes, reduce follow up procedures and reduce

iv) sub-chronic (28-day) animal implants without any adverse events or neurological complications, followed by histological evaluation of the implanted tissue, and v) and we filed non-provisional patents for a conformable thin-film paddle lead and for the percutaneous implantation method.

•        Several NeuroOne scientific publications and presentations completed in addition to Evo® electrode family being exhibited at key congresses.    Our technology and data were presented to the scientific and clinical community at several U.S. and global meetings including the American Epilepsy Society, the Congress of Neurosurgical Surgeons, the International Brain Stimulation Conference, the Neurological Disorders Summit, the North American Neuromodulation Society, and the Society of Neuroscience. We also exhibited our Evo® electrode product family with Zimmer Biomet at the annual meetings for the American Association of Neurosurgeons, the American Epilepsy Society and the Congress of Neurological Surgeons.

•        Strengthened the Company’s financial profile and secured capital resources to support upcoming commercial and product development catalysts.    Driven by the commercial launch of our Evo® sEEG electrodes, Product Revenue increased from $171,169 in fiscal year 2022 to $1,952,441 in fiscal year 2023. In July 2023, we completed an underwritten public offering of common stock, with net proceeds of $5.2 million. In addition, the Company sold common stock under the ATM program at an average price of $1.77 per share, from which we received net proceeds of $2.5 million during fiscal year 2023. Subsequent to our fiscal year end, the Company sold additional shares under the ATM program at an average price of $1.46 per share and received net proceeds of $2.8 million. With the pending commercial launch of our OneRF® Ablation System, we are poised to further strengthen our financial profile in fiscal year 2024.

Fiscal Year 2024 Potential Catalysts

•        Growth in Evo® sEEG Electrodes utilization.    The limited launch of our Evo® sEEG electrodes was initiated less than nine months ago and we anticipate continued growth in new accounts and utilization in 2024. We are working closely with Zimmer Biomet on a steady cadence of training sales reps and physicians and opening new accounts.

•        Commercial launch of OneRF® Ablation System.    We expect to commercially launch the OneRF® Ablation System either directly or with a strategic partner in the first half of calendar 2024. In addition to having a first-to-market opportunity with our therapeutic ablation system, we anticipate that the launch of the OneRF® Ablation System will also accelerate utilization of Evo® sEEG electrodes for diagnostic purposes.

•        Secure drug delivery strategic partnerships.    We are actively exploring strategic partnerships to leverage our platform technology to deliver therapeutic agents in the brain during clinical studies and research. We believe the opportunity exists to secure partnerships in fiscal 2024 with companies engaged in clinical studies of therapeutic and diagnostic agents (pharmaceuticals, gene therapies and stem cell therapies) in the brain that would benefit from the ability to monitor brain activity pre-delivery, during delivery and post-delivery of agents. In fiscal 2024, we plan to complete device qualification for our drug delivery device to be used in clinical studies and research.

•        Advance Spinal cord stimulation (SCS) electrode development.    In fiscal 2024, we plan to complete design verification of our spinal cord stimulation product and explore potential strategic partnership opportunities.

•        Exploration of new indications.    We believe there are additional applications in neurology as well as potential applications in cardiovascular, orthopedic, and pain-related indications that could benefit from our high-fidelity, thin-film electrode technology platform that can provide recording and/or stimulation and/or ablation capabilities. We will selectively identify additional applications to pursue either directly or via strategic partnerships.

In closing, fiscal 2023 was a transformational year for NeuroOne, including commercialization of our full diagnostic electrode portfolio, regulatory approval of our first combination diagnostic and therapeutic system, continued advances with our product pipeline, and we completed financings to achieve our objectives. As we enter fiscal 2024, we are well positioned to continue executing meaningful advances with our platform electrode technology. Our focus remains on developing innovative solutions for patients suffering from epilepsy and other neurological disorders.

On behalf of our Board of Directors and employees, we thank you for your continued support of NeuroOne and wish you and your family a wonderful 2024.

NEUROONE MEDICAL TECHNOLOGIES CORPORATION

PROXY STATEMENT FOR 2024 ANNUAL MEETING OF STOCKHOLDERS

TABLE OF CONTENTS

NEUROONE MEDICAL TECHNOLOGIES CORPORATION

PROXY STATEMENT FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS

GENERAL INFORMATION ABOUT THE ANNUAL MEETING

Our Board of Directors (the “Board”) solicits your proxy on our behalf for the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) and at any postponement or adjournment of the Annual Meeting for the purposes set forth in this proxy statement (the “Proxy Statement”) and the accompanying Notice of 2024 Annual Meeting of Stockholders (the “Notice”). The Annual Meeting will be held at our principal executive offices at 7599 Anagram Dr., Eden Prairie, MN 55344, on Thursday, March 14, 2024 at 9:00 a.m. local time. This Proxy Statement is first being sent to stockholders on or about January 29, 2024.

We currently intend to hold the Annual Meeting in person. However, in the event we determine it is not possible or advisable to hold the Annual Meeting in person, we will publicly announce alternative arrangements for the Annual Meeting as promptly as practicable before the Annual Meeting. Please monitor our website at www.n1mtc.com for updated information.

Unless we state otherwise or the context otherwise requires, references in this Proxy Statement to “we,” “our,” “us,” or the “Company” are to NeuroOne Medical Technologies Corporation, a Delaware corporation.

Purpose of the Annual Meeting

At the Annual Meeting, stockholders will act upon the proposals described in this Proxy Statement. In addition, we will consider any other matters that are properly presented for a vote at the Annual Meeting. We are not aware of any other matters to be submitted for consideration at the Annual Meeting. If any other matters are properly presented for a vote at the Annual Meeting, the persons named in the proxy, who are officers of the Company, have the authority in their discretion to vote the shares represented by the proxy.

Record Date; Quorum

Only holders of record of the Company’s common stock, par value of $0.001 per share (the “Common Stock”), at the close of business on January 25, 2024, the record date, will be entitled to vote at the Annual Meeting. At the close of business on January 25, 2024, 25,921,165 shares of Common Stock were outstanding and entitled to vote.

The holders of a majority of the outstanding shares of stock entitled to vote at the Annual Meeting as of the record date must be present, in person or by proxy duly authorized at the Annual Meeting in order to hold the Annual Meeting and conduct business. This presence is called a quorum. Your shares are counted as present at the Annual Meeting if you are present and vote in person at the Annual Meeting or if you have properly submitted a proxy.

Voting Rights; Required Vote

Each holder of shares of Common Stock is entitled to one vote for each share of Common Stock held as of the close of business on January 25, 2024, the record date. You may vote all shares owned by you at such date, including (1) shares held directly in your name as the stockholder of record and (2) shares held for you as the beneficial owner in street name through a broker, bank, trustee or other nominee. Dissenters’ rights are not applicable to any of the matters being voted on.

Stockholder of Record: Shares Registered in Your Name.    If on January 25, 2024, your shares were registered directly in your name with our transfer agent, Equiniti Trust Company, then you are considered the stockholder of record with respect to those shares. As a stockholder of record, you may vote at the Annual Meeting, or vote in advance through the Internet, by telephone or by mail.

Beneficial Owner: Shares Registered in the Name of a Broker or Nominee.    If on January 25, 2024, your shares were held in an account with a brokerage firm, bank or other nominee, then you are the beneficial owner of the shares held in street name. As a beneficial owner, you have the right to direct your broker on how to vote the shares held in your account, and your broker has enclosed or provided voting instructions for you to use in directing it on how to vote your shares. Because the brokerage firm, bank or other nominee that holds your shares is the stockholder of record, if you wish to attend the Annual Meeting and vote your shares you must obtain a valid proxy from the firm that holds your shares giving you the right to vote the shares at the Annual Meeting.

Votes Required to Adopt Proposals.    Each director will be elected by a plurality of the votes of shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. This means that the individual nominated for election to the Board at the Annual Meeting receiving the highest number of “FOR” votes will be elected. You may either vote “FOR” the nominee or “WITHHOLD” your vote with respect to the nominees. You may not cumulate votes in the election of directors. Approval of the other proposals will be obtained if the holders of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote at the Annual Meeting vote “FOR,” in the case of Proposals 2 and 3, or for “EVERY THREE YEARS,” in the case of Proposal 4.

A proxy submitted by a stockholder may indicate that the shares represented by the proxy are not being voted (stockholder withholding) with respect to a particular matter. In addition, a broker may not be permitted to vote on shares held in street name on a particular matter in the absence of instructions from the beneficial owner of the stock (broker non-vote). The shares subject to a proxy which are not being voted on a particular matter because of either stockholder withholding or broker non-votes will count for purposes of determining the presence of a quorum. Abstentions and broker non-votes will have no effect on Proposal 1. For Proposals 2, 3 and 4, abstentions and broker non-votes will have no effect on the outcome unless you return your proxy or attend the Annual Meeting and select “ABSTAIN”, which will have the same effect as an “AGAINST” vote.

The Board recommends a vote “FOR” the director nominee listed in this Proxy Statement, “FOR” the ratification of Baker Tilly US, LLP’s appointment as our independent registered accounting firm, “FOR” the approval, on an advisory basis, of the compensation of our named executive officers and for an advisory vote on named executive officer compensation “EVERY THREE YEARS”.

Voting Instructions; Voting of Proxies

If you are a stockholder of record, you may:

•        Vote in person — we will provide a ballot to stockholders who attend the Annual Meeting and wish to vote in person. Submitting a proxy will not prevent a stockholder from attending the Annual Meeting, revoking their earlier-submitted proxy, and voting in person.

•        Vote through the Internet — you may vote through the Internet. To vote by Internet, you will need to use a control number provided to you in the materials with this Proxy Statement and follow the additional steps when prompted. The steps have been designed to authenticate your identity, allow you to give voting instructions, and confirm that those instructions have been recorded properly.

•        Vote by telephone — if you received your annual meeting materials by paper delivery, you may vote by telephone as indicated on your enclosed proxy card or voting instruction card. To vote by telephone, you will need to use a control number provided to you in the materials with this Proxy Statement and follow the voting instructions.

•        Vote by mail — complete, sign and date the accompanying proxy card and return it as soon as possible before the Annual Meeting in the envelope provided.

Votes submitted through the Internet or by telephone must be received by 11:59 p.m., Eastern Time, on March 13, 2024. Submitting your proxy, whether through the Internet, by telephone or by mail, will not prevent a stockholder from attending the Annual Meeting, revoking their earlier-submitted proxy, and voting in person. If you are not the stockholder of record, please refer to the voting instructions provided by your nominee to direct it on how to vote your shares. You may either vote “FOR” the nominee to the Board, or you may withhold your vote from the nominee. For Proposals 2 and 3, you may vote “FOR” or “AGAINST” or “ABSTAIN” from voting. For Proposal 4, you may either vote “EVERY YEAR”, “EVERY TWO YEARS”, “EVERY THREE YEARS”, or “ABSTAIN”. Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure that your vote is counted.

All proxies will be voted in accordance with the instructions specified on the proxy card. If you sign a physical proxy card and return it without instructions as to how your shares should be voted on a particular proposal at the Annual Meeting, your shares will be voted in accordance with the recommendations of our Board stated above.

If you do not vote and you hold your shares in street name, and your broker does not have discretionary power to vote your shares, your shares may constitute “broker non-votes”.

If you receive more than one proxy card, your shares are registered in more than one name or are registered in different accounts. To make certain all of your shares are voted, please complete, sign and return each proxy card to ensure that all of your shares are voted.

Expenses of Soliciting Proxies

We will pay the expenses associated with soliciting proxies. Following the original distribution and mailing of the solicitation materials, we or our agents may solicit proxies by mail, electronic mail, telephone, facsimile, by other similar means, or in person. Our directors, officers and other employees, without additional compensation, may solicit proxies personally or in writing, by telephone, e-mail or otherwise. Following the original distribution and mailing of the solicitation materials, we will request brokers, custodians, nominees and other record holders to forward copies of those materials to persons for whom they hold shares and to request authority for the exercise of proxies. In such cases, we, upon the request of the record holders, will reimburse such holders for their reasonable expenses.

Revocability of Proxies

A stockholder of record who has given a proxy may revoke it at any time before the closing of the polls by the inspector of elections at the Annual Meeting by:

•        delivering to our Secretary (by any means, including facsimile) a written notice stating that the proxy is revoked;

•        signing and delivering a proxy bearing a later date;

•        voting again through the Internet or by telephone; or

•        attending and voting at the Annual Meeting (although attendance at the Annual Meeting will not, by itself, revoke a proxy).

Please note, however, that if your shares are held of record by a brokerage firm, bank or other nominee and you wish to revoke a proxy, you must contact that firm to revoke or change any prior voting instructions.

Voting Results

Voting results will be tabulated and certified by the inspector of elections appointed for the Annual Meeting. The preliminary voting results will be announced at the Annual Meeting. The final results will be tallied by the inspector of elections and filed with the Securities and Exchange Commission (the “SEC”) in a current report on Form 8-K within four business days of the Annual Meeting.

PROPOSAL NO. 1
ELECTION OF CLASS I DIRECTOR

Our Board is divided into three classes. Members of each class serve staggered three-year terms. Our Class I director will stand for election at this meeting. The terms of office of directors in Class II and Class III do not expire until the annual meetings of stockholders to be held in 2025 and 2026, respectively.

Director Nominees

Our Board has nominated Paul Buckman, age 68, for election as a Class I director to serve for a three-year term ending at the 2027 annual meeting or until his successor is elected and qualified. Mr. Buckman is a current member and Chairman of our Board, and has consented to serve if elected.

Mr. Buckman will be elected by a plurality of the votes present in person or represented by proxy at the Annual Meeting and entitled to vote. This means that the individual nominated for election to the Board at the Annual Meeting receiving the highest number of “FOR” votes will be elected. You may either vote “FOR” a nominee or “WITHHOLD” your vote with respect to a nominee. Shares represented by proxies will be voted “FOR” the election of the Class I nominee, unless the proxy is marked to withhold authority to so vote. If any nominee is unable or unwilling to serve at the time of the Annual Meeting, the persons named as proxies may vote for a substitute nominee chosen by the present Board, or the Board will have a vacancy, which it may fill at a later date or reduce the size of the Board. We have no reason to believe that the nominee will be unwilling or unable to serve if elected as a director. Additional information regarding the directors and director nominee of the Company is set forth below.

Paul Buckman

Mr. Buckman has served as Chairman of the Board since August 2017, and served as chairman of the board of NeuroOne, Inc., from October 2016 until December 2019. Mr. Buckman is currently the president of Advanced Circulatory Support for LivaNova PLC (Nasdaq: LIVN), and previously served as President, North America and the general manager of structural heart for LivaNova PLC beginning in April 2017. Prior to joining LivaNova PLC, 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 (NYSE: BSX), 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 Helius Medical Technologies Corporation (Nasdaq: HSDT), Ablative Solutions, Inc., ActivOrtho Inc., a privately held company, Shoulder Innovations, Inc., a privately held company, and as chairman of Miromatrix, Inc. He previously served as a director of Aortica, Inc., DyaMX, Inc., Conventus Orthopaedics, Caisson Interventional LLC, Velocimed, Inc., where he was a co-founder, EndiCor, Inc., Microvena, Inc., Sunshine Heart, Inc., n/k/a Nuwellis, Inc. (Nasdaq: NUWE), 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.

Continuing Directors

The following table provides information regarding the directors who are serving for terms that end following the Annual Meeting as of January 29, 2024:

David Rosa

Mr. 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., n/k/a Nuwellis, Inc. (Nasdaq: NUWE), 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, Inc. Currently, he serves as a director on the board of directors of Biotricity Inc. (Nasdaq: BTCY), BioRestorative Therapies, Inc. (Nasdaq: BRTX) and Healthcare Triangle, Inc. (Nasdaq: HCTI). Mr. Rosa holds an MBA from Duquesne University and a B.S. in Commerce and Engineering from Drexel University.

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.

Jeffrey Mathiesen

Mr. Mathiesen has served as a member of the Board since August 2017, and served as a director of NeuroOne, Inc., from April 2017 until December 2019. Since June 2021, Mr. Mathiesen has served as Chief Financial Officer, Treasurer and Secretary of Helius Medical Technologies, Inc. (Nasdaq: HSDT), a publicly traded medical device company, developing noninvasive platform technologies focused on neurological wellness, and he has served as director since May 2022 and previously served as director and Audit Committee Chair from June 2020 through June 2021. Additionally, Mr. Mathiesen has served as Vice Chair and Lead Independent Director since March 2020 and as director and Audit Committee Chair, since 2015, of Panbela Therapeutics, Inc. (Nasdaq: PBLA), a publicly traded biopharmaceutical company developing therapies for pancreatic diseases, and served as a director and Audit Committee Chair of Healthcare Triangle, Inc. (Nasdaq: HCTI), a publicly traded provider of cloud and data transformation platform and solutions for healthcare and life sciences, from March 2021 to December 2022, and as a director of eNeura, Inc., a privately held medical technology company providing therapy for both acute treatment and prevention of migraine, from 2018 to 2020. Mr. Mathiesen served as advisor to the chief executive officer 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, from October 2019 to December 2019, and served as chief financial officer from March 2019 to October 2019. In August 2020, Teewinot Life Insurance Sciences filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code. Mr. Mathiesen previously served as chief financial officer of Gemphire Therapeutics Inc., which was acquired by NeuroBo Pharmaceuticals, Inc. (Nasdaq: NRBO) in January 2020, a publicly-held clinical-stage biopharmaceutical company developing therapies for patients with cardiometabolic disorders, from 2015 to 2018, and as chief financial officer of Sunshine Heart, Inc., n/k/a Nuwellis, Inc. (Nasdaq: NUWE), a publicly-held early-stage medical device company, from 2011 to 2015. Mr. Mathiesen received a B.S. in Accounting from the University of South Dakota and is 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.

Edward Andrle

Mr. Andrle has served as a member of the Board since February 2020. Mr. Andrle is currently the Chairman of the Board and Co-Founder of Arcos Interventional, Inc. a structural heart company. Prior to that, he most recently served as the general manager of Neuromodulation of LivaNova PLC (Nasdaq: LIVN), a publicly-traded medical device

company, from January 2018 to January 2020, and as senior vice president of strategy and business development of LivaNova PLC from September 2015 to January 2018. Prior to these roles, Mr. Andrle served as vice president of business development and strategy of Sorin S.p.A from 2010 to September 2015, when Sorin S.p.A. was merged with Cyberonics, Inc. to become LivaNova PLC. Prior to joining Sorin, he co-founded three medical device companies: Myocor Inc., TERAMED Inc. and StarFire Medical Inc. All three companies were eventually acquired. He also held executive positions with Boston Scientific, Inc. (NYSE: BSX) and Baxter International, Inc. (NYSE: BAX), leading large product portfolios in cardiovascular and dialysis. Mr. Andrle received his MBA from Stanford Graduate School of Business and his B.S. in Chemical Engineering from the University of Notre Dame.

We believe that Mr. Andrle’s substantial experience in medical device companies and business development experience provides the Company with valuable insight on product development and strategy.

Non-Employee Director Compensation for Fiscal Year 2023

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.

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 receive an additional annual payment of $10,000 and $4,000, respectively.

Additionally, on the date of each annual stockholder meeting of the Company, each director automatically receives an equity award with an aggregate value on the date of grant equal to $50,000. Two-thirds of the equity award is issued in the form of restricted stock units, and one-third is issued in the form of stock options, each of which vest in twelve monthly installments, subject to such director’s continued service.

The following table provides compensation information for the fiscal year ended September 30, 2023 for each non-employee member of the Board.

____________

(1)      These represent amounts earned in fiscal year 2023.

(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, 2023, 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. For a discussion of the assumptions used in the valuation of equity awards, you should refer to Note 8 to the Company’s financial statements in our Annual Report on Form 10-K for the year ended September 30, 2023.

(3)      At the end of fiscal year 2023, Mr. Buckman had 8,574 unvested stock awards.

(4)      At the end of fiscal year 2023, Mr. Buckman had 125,623 outstanding stock options.

(5)      At the end of fiscal year 2023, Mr. Andrle had 8,574 unvested stock awards.

(6)      At the end of fiscal year 2023, Mr. Andrle had 60,748 outstanding stock options.

(7)      At the end of fiscal year 2023, Mr. Mathiesen had 8,574 unvested stock awards.

(8)      At the end of fiscal year 2023, Mr. Mathiesen had 114,283 outstanding stock options.

As a named executive officer of the Company, compensation paid to Mr. Rosa for fiscal year 2023 is fully reflected under “Executive Compensation — Summary Compensation Table.”

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF
THE NOMINATED CLASS I DIRECTOR.

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 its risk oversight function directly through the 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.

Director Independence

Nasdaq listing standards require that the Company’s Board consist of a majority of independent directors, as determined under the applicable rules and regulations of Nasdaq. Based upon information requested from and provided by each proposed director concerning his or her background, employment and affiliations, including family relationships, the Company believes that each current member of the Board qualifies as an “independent director” as defined under the applicable rules and regulations of the SEC and the listing requirements and rules of Nasdaq, except Mr. Rosa, the Company’s President and Chief Executive Officer. These directors include Paul Buckman, Jeffrey Mathiesen and Ed Andrle. In making such independence determinations, the Board considers the current and prior relationships that each non-employee director has with the Company and all other facts and circumstances that the Board deems relevant in determining each non-employee director’s independence, including the participation by the Company’s non-employee directors, or their affiliates, in certain financing transactions and the beneficial ownership of the Company’s Common Stock by each non-employee director.

Structure and Operation of the Board

Because our Common Stock is listed on Nasdaq, the Company is subject to the Nasdaq listing requirements regarding committee matters. The Company currently has the following committees: an audit committee, a compensation committee and a nominating and corporate governance committee.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee reviews, evaluates and seeks out candidates qualified to become Board members. The Board includes individuals with a diversity of experience, including scientific, business, financial and academic backgrounds. Nominations may be submitted by directors, officers, employees, stockholders and others for recommendation to the Board. In fulfilling this responsibility, the Company’s nominating and corporate governance committee also consults with the Board and the Chief Executive Officer concerning director candidates. The nominating and corporate governance committee’s charter is available on our website, www.nmtc1.com, under Investors — Governance.

The responsibilities of the Company’s nominating and corporate governance committee include the following:

•        reviewing, evaluating and seeking out candidates qualified to become members of the Board;

•        reviewing committee structure and recommending directors for appointment to committees;

•        developing, reevaluating (not less frequently than every three years) and recommending the selection criteria for board and committee membership;

•        establishing procedures to oversee evaluation of the board, its committees, individual directors and management; and

•        developing and recommending guidelines on corporate governance.

The current members of our nominating and corporate governance committee are Mr. Buckman, Mr. Andrle, and Mr. Mathiesen, each of whom has been determined by the Board to be independent under the rules and regulations of the Nasdaq Stock Market LLC. Mr. Andrle is the chair of the nominating and corporate governance committee.

The nominating and corporate governance committee reviews and makes recommendations to the Board, from time to time, regarding the appropriate skills and characteristics required of members of our Board in the context of the current make-up of the Board, the operations of the Company and the long-term interests of stockholders. The committee does not have a specific diversity policy underlying its nomination process, although it seeks to ensure the Board includes directors with diverse backgrounds, qualifications, skills and experience relevant to our business.

In the case of an incumbent director whose term of office is set to expire, the nominating and corporate governance committee will generally re-nominate incumbent directors who continue to satisfy the committee’s criteria for membership on the Board, continue to make important contributions to the Board and consent to continue their service on the Board.

If a vacancy on the Board occurs or the Board increases in size, the nominating and corporate governance committee will actively seek individuals that satisfy the committee’s criteria for membership on the Board and the committee may rely on multiple sources for identifying and evaluating potential nominees, including referrals from our current directors and management. In 2023, the nominating and corporate governance committee did not employ a search firm or pay fees to other third parties in connection with identifying or evaluating Board nominee candidates.

The nominating and corporate governance committee will consider recommendations of director nominees by stockholders so long as such recommendations are sent on a timely basis and are otherwise in accordance with our Bylaws and applicable law. See “Additional Information — Stockholder Proposals to be Presented at Next Annual Meeting” for additional information. The nominating and corporate governance committee will evaluate nominees recommended by stockholders against the same criteria that it uses to evaluate other nominees. We did not receive any nominations of directors by stockholders for the 2024 Annual Meeting.

Compensation Committee

The compensation committee’s charter is available on our website, www.nmtc1.com, under Investors — Governance. The responsibilities of the compensation committee include the following:

•        fixing salaries of executive officers and reviewing salary plans for other executives in senior management positions;

•        reviewing and making recommendations with respect to the compensation and benefits for the Company’s non-employee directors, including through equity-based plans;

•        evaluating the performance of the Company’s chief executive officer and other senior executives and assisting the Board in developing and evaluating potential candidates for executive positions; and

•        administering the Company’s incentive compensation, deferred compensation and equity-based plans pursuant to the terms of the respective plans.

Historically, the non-employee directors and the compensation committee, have typically made any significant adjustments to annual compensation, determined bonus and equity awards and established new performance objectives at one or more meetings held during the first quarter of the fiscal year. Generally, the process consists of two related elements: the determination of compensation levels and the establishment of performance objectives for the current year. For executives other than the Chief Executive Officer, the compensation committee solicits and considers evaluations and recommendations submitted to the Committee by the Chief Executive Officer. In the case of the Chief Executive Officer, the evaluation of his performance is conducted by the Compensation Committee, which determines any adjustments to his compensation as well as awards to be granted. The Chief Executive Officer may not be present during these discussions.

The current members of the compensation committee include Mr. Buckman, Mr. Andrle, and Mr. Mathiesen. Mr. Buckman is the chair of the compensation committee. The compensation committee may form and delegate authorities to subcommittees as appropriate, including, but not limited to, a subcommittee composed of one or more members of the Board or officers of the Company to grant stock awards under the Company’s equity incentive plans.

To qualify as independent to serve on the Company’s compensation committee, the listing standards of Nasdaq require a director not to accept any consulting, advisory, or other compensatory fee from the Company, other than for service on the Board, and that the Board consider whether a director is affiliated with the Company and, if so, whether such affiliation would impair the director’s judgment as a member of the Company’s compensation committee. The Board has concluded that the members of the compensation committee meet the requirements for independence under the rules and regulations of Nasdaq and the SEC.

Audit Committee Matters

The audit committee reviews with management and the Company’s independent public accountants the Company’s financial statements, the accounting principles applied in their preparation, the scope of the audit, any comments made by the independent accountants 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.nmtc1.com, under Investors — Governance.

The audit committee currently consists of three directors: Mr. Buckman, Mr. Mathiesen and Mr. Andrle. The Board has determined that each of Mr. Buckman, Mr. Mathiesen and Mr. Andrle 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. Mr. Mathiesen is the chair of the audit committee.

The functions of the audit committee include:

•        selecting our independent auditors;

•        reviewing the results and scope of the audit and other services provided by our independent auditors; 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, Chief Financial 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. A copy of the code of business conduct and ethics is available on our website, www.nmtc1.com, under Investors — Governance.

Hedging Policy

The Company, pursuant to the terms of its Insider Trading Policy, prohibits all directors, officers, employees, and certain contractors from engaging in hedging transactions including prepaid variable forwards, equity swaps, collars and exchange funds with respect to the Company’s securities.

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.

The Company currently does not meet the diversity objectives of Nasdaq Rule 5605(f)(2)(D). Our Nominating and Corporate Governance Committee is committed to ensuring that our Board’s composition appropriately reflects the current and anticipated needs of our Board of Directors and the Company and believes that our current directors are well-suited to serve as directors based on the expertise and experience. Our Nominating and Corporate Governance Committee, however, has and will continue to consider diverse candidates for membership on our Board of Directors.

Board Diversity Matrix (as of January 29, 2024)

The following matrix is provided in accordance with applicable Nasdaq listing requirements and includes all directors as of January 29, 2024.

Board Meetings and Attendance

Board Meetings in 2023

The Board meets regularly throughout the year and holds special meetings and acts by written consent from time to time. During fiscal year 2023, the Board held 6 meetings.

Each director attended at least 75% of the aggregate number of meetings of the Board of Directors and committees on which each served during the period of his or her service in 2023. The independent members of the Board also meet separately to discuss such matters as the independent directors consider appropriate. All of our directors attended the 2023 Annual Meeting of Stockholders. We do not have a policy regarding attendance by directors at the Company’s annual meetings of stockholders.

Committee Meetings in 2023

During fiscal year 2023, the audit committee held three meetings, the compensation committee held five meetings, and the nominating and corporate governance committee held one meeting.

Communications with Directors

Stockholders and interested parties who wish to communicate with our Board, non-management members of our Board as a group, or a specific member of our Board (including our Chairman) may do so by letters addressed to the attention of our Secretary, NeuroOne Medical Technologies Corporation, 7599 Anagram Dr., Eden Prairie, MN 55344.

All communications by letter addressed to the attention of our Secretary will be reviewed by the Secretary and provided to the members of the Board unless such communications are unsolicited items, sales materials and other routine items and items unrelated to the duties and responsibilities of the Board.

PROPOSAL NO. 2
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Baker Tilly US, LLP (“Baker Tilly”) audited our financial statements as of and for the fiscal year ended September 30, 2023. We expect that representatives of Baker Tilly will be present at the Annual Meeting, will be able to make a statement if they so desire and will be available to respond to appropriate questions.

At the Annual Meeting, the stockholders are being asked to ratify the appointment of Baker Tilly as our independent registered public accounting firm for the fiscal year ending September 30, 2024. Our Board is submitting the selection of Baker Tilly to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. If this proposal does not receive the affirmative approval of a majority of the votes present in person or by proxy and entitled to vote on the proposal, the Board would reconsider the appointment. Even if our stockholders ratify the selection, our Board, in its discretion, may appoint another independent registered public accounting firm at any time during the year if the Board believes that such a change would be in our best interests and the interests of our stockholders.

Service Fees Paid to the Independent Registered Public Accounting Firms

The Audit Committee retained Baker Tilly to audit the Company’s consolidated financial statements as of and for the years ended September 30, 2023 and September 30, 2022, respectively. The following table sets forth the fees that Baker Tilly billed for their audit and other services. The Audit Committee approved all of the services described below in conformity with its pre-approval policies and procedures described below.

____________

(1)      Audit-related fees represent fees for services relating to comfort letters, consents and registration statement filings. Fees for services related to registration statements filed by the Company.

Pre-Approval Policies and Procedures

Our Audit Committee has adopted policies and procedures for the pre-approval of audit services and permitted non-audit and tax services rendered by our independent registered public accounting firm. The policy generally provides pre-approval of specified services in the defined categories of audit services, audit-related services and tax services. Pre-approval may also be given as part of the Audit Committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service. The Audit Committee must pre-approve all services provided by the independent registered public accounting firm.

The Audit Committee has determined that the rendering of services other than audit services by Baker Tilly US, LLP is compatible with maintaining the principal accountant’s independence.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL NO. 2.

PROPOSAL NO. 3
ADVISORY VOTE TO APPROVE OUR NAMED EXECUTIVE OFFICERS’ COMPENSATION

Our Board proposes that stockholders provide advisory (non-binding) approval of the compensation of our named executive officers, as disclosed in this proxy statement in accordance with the SEC’s rules (commonly known as a “say-on-pay” proposal). We recognize the interest our stockholders have in the compensation of our executives and we are providing this advisory proposal in recognition of that interest and as required by Section 14A of the Exchange Act.

In a non-binding advisory vote on the frequency of the say-on-pay proposal held at our 2018 annual meeting of shareholders, a majority of stockholders voted in favor of holding say-on-pay votes every three years. In light of this result and other factors, our Board determined that we would hold advisory say-on-pay votes every three years until the next required advisory vote on such frequency, which is being voted upon at this Annual Meeting pursuant to Proposal No. 4 below.

Please read “Executive Compensation” for additional details about our named executive officer compensation program, including information about the target and earned compensation of our named executive officers in 2023.

We are asking our stockholders to indicate their support for our named executive officer compensation as described in this proxy statement. Accordingly, we will ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2024 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Summary Compensation Table, and the other related tables and disclosure.”

The say-on-pay vote is advisory, and therefore not binding on the Company or our Board. We value the opinions of our stockholders and to the extent there is any significant vote against the named executive officer compensation as disclosed in this proxy statement, we will consider our stockholders’ concerns and the Board will evaluate whether any actions are necessary to address those concerns.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL NO. 3.

PROPOSAL NO. 4
ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

Pursuant to Section 14A of the Exchange Act, we are asking stockholders to vote on whether future advisory votes on executive compensation should occur every year, every two years or every three years. Stockholders also have the option to abstain from voting on this matter.

The affirmative vote of the holders of a majority of the voting power of the shares present by remote communication or represented by proxy at the Annual Meeting and entitled to vote is required to approve the frequency of future votes on our named executive officers’ compensation. Broker non-votes, if any, will have no effect on the outcome of this proposal. Abstentions will have the same effect as a vote against the matter. The Board expects to be guided by the alternative that receives the greatest number of votes, even if not a majority.

The Board believes at this time that say-on-pay votes should be held every three years. While the Board recognizes that our compensation committee makes decisions on our executive compensation on an annual basis, the Board believes that holding a say-on-pay vote every three years encourages stockholders to consider the effectiveness of our executive compensation programs on a long-term basis rather than with a short-term focus. We welcome stockholders who have concerns about our executive compensation programs to bring their specific concerns to the attention of the Board or the compensation committee during periods between such triennial votes.

Although this advisory vote on frequency is not binding on the Board, the Board values stockholder views as to what is an appropriate frequency for advisory votes on executive compensation, and welcomes the stockholders’ recommendation on this proposal.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE OF “EVERY THREE YEARS” FOR PROPOSAL NO. 4.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of our Common Stock as of January 25, 2024 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 25,921,165 shares of Common Stock outstanding as of January 25, 2024.

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 January 25, 2024. 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, 7599 Anagram Dr., Eden Prairie, MN 55344.

____________

(1)      Based on 25,921,165 shares of Common Stock outstanding as of January 25, 2024.

(2)      Based on a Schedule 13G/A filed by James E. Besser, Morgan C. Frank, Manchester Management Co LLC, Manchester Management PR, LLC, and Manchester Explorer, L.P. on August 2, 2023. Manchester Explorer, L.P. reports shared voting and investment powers over 2,364,052 shares; Manchester Management Company, LLC and Manchester Management PR, LLC report shared voting and shared investment powers over 2,364,052 shares; Mr. Besser reports sole voting and investment powers over 80,983 shares, and shared voting and investment powers over 2,355,055 shares; and Mr. Frank reports sole voting and investment powers over 83,333 shares, and shared voting and investment powers over 2,354,793 shares. The reporting persons, except Messrs. Besser and Frank, disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

(3)      Based on a Schedule 13G filed by Laurence W. Lytton on January 11, 2024.

(4)      Includes 10,418 restricted stock units and 464,353 shares of Common Stock issuable upon exercise of outstanding options that have vested or vest within 60 days of January 25, 2024.

(5)      Includes 3,430 restricted stock units and 60,748 shares of Common Stock issuable upon exercise of outstanding options, in each case that have vested or vest within 60 days of January 25, 2024.

(6)      Includes 3,430 restricted stock units and 125,623 shares of Common Stock issuable upon exercise of outstanding options, in each case that have vested or vest within 60 days of January 25, 2024.

(7)      Includes 3,430 restricted stock units and 114,283 shares of Common Stock issuable upon exercise of outstanding options, in each case that have vested or vest within 60 days of January 25, 2024.

(8)      Includes 626 restricted stock units and 83,472 shares of Common Stock issuable upon exercise of outstanding options that have vested or vest within 60 days of January 25, 2024.

(9)      Includes 1,740 restricted stock units and 61,135 shares of Common Stock issuable upon exercise of outstanding options that have vested or vest within 60 days of January 25, 2024.

(10)    Includes 23,700 restricted stock units and 909,615 shares of Common Stock issuable upon exercise of outstanding options, in each case that have vested or vest within 60 days of January 25, 2024.

*        Less than 1%

EXECUTIVE OFFICERS

The following table provides information regarding our executive officers as of January 25, 2024:

See “Proposal No. 1 — Election of Class I Director” for biographical and other information regarding Mr. Rosa.

Ronald McClurg

Mr. McClurg has served as Chief Financial Officer of the Company since January 2021. Prior to joining the Company, from October 2003 to June 2019, Mr. McClurg served as vice president — finance and administration and chief financial officer of Incisive Surgical, Inc., a privately-held medical device manufacturer, where he was responsible for all aspects of the financial function, including raising capital, financial reporting, budgeting, banking and risk management. From 1997 to 2002, Mr. McClurg served as chief financial officer and treasurer of Wavecrest Corporation, a privately-held manufacturer of electronic test instruments for the semiconductor industry. Prior to 1997, Mr. McClurg served as chief financial officer for several publicly-held companies, including Video Sentry Corporation, Insignia Systems, Inc. (Nasdaq: ISIG), and Orthomet, Inc. Currently, he serves on the board of governors of Biomagnetic Sciences, LLC and serves as a director and audit committee chair for Biotricity, Inc. (Nasdaq: BTCY), and serves as a director and audit committee chair for Healthcare Triangle, Inc. (Nasdaq: HCTI). Mr. McClurg holds a Bachelor of Business Administration degree in accounting from the University of Wisconsin — Eau Claire.

Christopher Volker

Mr. Volker has served as Chief Operating Officer of the Company since November 2023. Prior to joining the Company, Mr. Volker served as Head of Commercial Integration for Abbott Laboratories which acquired Cardiovascular Systems, Inc. in April 2023. From May 2017 until August 2023, Mr. Volker held the role of Vice President and General Manager, International for Cardiovascular Systems, Inc. and was responsible for all of the company’s international business, including sales, marketing, training and education, and program management. From August 2014 until May 2017, Mr. Volker served as Vice President of Corporate Development and Health Economics & Reimbursement at Cardiovascular Systems, Inc. In such capacity, he led cross-functional teams in developing corporate strategic plans, negotiations with distribution partners, and developed and implemented reimbursement strategies for new technology. Mr. Volker received a Bachelor of Arts in Economics and Management from St. John’s University and a Master of Business Administration in Finance from The Wharton School at the University of Pennsylvania.

Steve Mertens

Mr. Mertens has served as Chief Technology Officer of the Company since April 2019. From September 2018 through April 2019, Mr. Mertens was the principal and owner of Steve Mertens Consulting, L.L.C., where he provided new product development engineering support and assessment services to various clients. 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 (NYSE: BSX), guiding a wide range of technologies through product development for the cardiology, electrophysiology and peripheral vascular markets. He holds a bachelor’s degree in chemical engineering from the University of Minnesota and a Master’s degree in business administration from the University of St. Thomas. Currently, he serves on the board of directors of the University Enterprise Laboratories.

EXECUTIVE COMPENSATION

Summary Compensation Table for Fiscal Years 2023 and 2022

The following table shows the compensation earned or received during the fiscal years ended September 30, 2023 and 2022 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).

____________

(1)      Amounts reported reflect the aggregate grant date fair value of restricted stock units.

(2)      Amounts reported reflect the aggregate grant date fair value of option awards, calculated in accordance with FASB Topic 718, excluding the impact of potential forfeitures. For a discussion of the weighted-average assumptions used in the valuation of option awards under the Black-Scholes option-pricing model, you should refer to the “Stock Options” section in Note 8 to the Company’s financial statements in our Annual Report on Form 10-K for the year ended September 30, 2023.

Narrative Disclosure to Summary Compensation Table

The compensation program for the Company’s named executive officers for fiscal year 2023 had three components: base salary, annual cash bonus and stock option grants.

Base Salary.    We have entered into employment agreements or offer letters with each of our named executive officers that establish annual base salaries, which are reviewed periodically by our Compensation Committee in order to compensate our named executive officers for the satisfactory performance of duties to the Company. Annual base salaries are intended to provide a fixed component of compensation to our named executive officers, reflecting their skill sets, experience, roles and responsibilities. Base salaries for our named executive officers have generally been set at levels deemed necessary to attract and retain individuals with superior talent.

There was a 4.25% increase for cost of living adjustments for the Company’s named executive officers for fiscal year 2023, as compared to fiscal year 2022.

Non-Equity Incentive Plan.    In fiscal year 2023, each of the Company’s named executive officers had a target bonus, set forth as a percentage of annual base salary. In fiscal year 2023, 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 November 2022, the Board established weighted performance targets for fiscal year 2023 that it would consider in approving bonus payments for fiscal year 2023. These targets included various corporate objectives related to regulatory submissions, certain research and development, financing goals, commercialization milestones and other corporate goals. In November 2023, the Compensation Committee determined that 100% of the performance targets had been met, and approved the bonus payments to Messrs. Rosa and Mertens at 100% each of their respective targets, which targets were 50%, and 25% of each of their base salaries, respectively, as discussed above. The Compensation Committee determined Mr. McClurg achieved 66% of his bonus target, which was 25% of his base salary.

Equity Grants.    Our equity-based incentive awards which are mainly comprised of stock options are designed to align our interests with those of our employees and consultants, including our named executive officers. Our compensation committee has responsibility for granting equity-based incentive awards to our named executive officers. Vesting of equity awards is generally tied to continuous service with us and serves as an additional retention measure.

Our executives generally are awarded an initial new hire grant upon commencement of employment. Additional grants may occur periodically in order to specifically incentivize executives with respect to achieving certain corporate goals or to reward executives for exceptional performance.

In April 2023, the Board granted Steve Mertens, David Rosa, and Ronald McClurg restricted stock units in the amounts of 50,000, 91,500, and 12,500 respectively. Fifty percent of the shares vested on February 3, 2023, with the remaining shares vesting in equal quarterly installments on the last day of each quarter over the next 8 quarters, subject to continued service on such vesting date.

Employment Agreement and Arrangements

We have an employment agreement with our Chief Executive Officer, Mr. Rosa, and an offer letter for each of Mr. McClurg 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 entitled to certain severance benefits.

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 his 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) 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; (b) 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; (c) 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 (d) 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.

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 Mr. Rosa’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.

Mr. McClurg

On January 1, 2021, the Company and Mr. McClurg executed an employment offer letter (the “McClurg Offer Letter”) under which, effective January 1, 2021, Mr. McClurg was appointed Chief Financial Officer of the Company. The McClurg Offer Letter provides that Mr. McClurg is an at-will employee of the Company meaning that either Mr. McClurg or the Company may end the employment relationship at any time, for any reason, and with or without notice or cause. Under the McClurg Offer Letter, the Company agreed to provide Mr. McClurg: (a) an annual base salary in the amount of $250,000, subject to review and adjustment based upon the Company’s normal performance review practices; (b) an annual performance bonus of up to 25% of Mr. McClurg’s then effective base salary for the applicable bonus year based upon his performance and the Company’s performance, all as determined in the sole discretion of the Board or committee thereof; (c) the right to participate in the benefit programs and arrangements that the Company makes

available to its employees, including paid vacation and sick leave, contributory and non-contributory welfare and benefit plans, disability plans, and medical, death benefit and life insurance plans for which Mr. McClurg is eligible under the terms of those plans; and (d) subject to the terms of Company’s 2017 Equity Incentive Plan, a stock option award to purchase 60,000 shares of the Company’s Common Stock with an exercise price of $4.71 per share, 25% of which vested on January 1, 2022, with the balance vesting in equal monthly installments on the last day of each month over the next thirty-six (36) months following January 1, 2022.

Mr. Mertens

On March 6, 2019, the Company and Mr. Mertens executed an employment offer letter (the “Mertens Offer Letter”) under which, effective April 1, 2019, Mr. Mertens was appointed Chief Technology Officer of the Company. The Mertens Offer letter provides that Mr. Mertens is an at-will employee of the Company meaning that either Mr. Mertens or the Company may end the employment relationship at any time, for any reason, and with or without notice or cause. Under the Mertens Offer Letter, the Company agreed to provide Mr. Mertens: (a) an annual base salary in the amount of $235,000, subject to applicable deductions and adjustment; (b) an annual discretionary bonus of up to 25% percent of Mr. Merten’s base salary based on his performance and the Company’s performance, all as determined in the sole discretion of the Board or committee thereof; (c) subject to the terms of Company’s 2017 Equity Incentive Plan, a stock option award to purchase 43,149 shares of the Company’s Common Stock with an exercise price of $7.14 per share, 25% of which vested on May 13, 2019, and 75% of which vest in 36 equal monthly installments beginning on April 1, 2020; and (d) the right to participate in the benefit programs and arrangements that the Company makes available to its employees, including paid vacation and sick leave, contributory and non-contributory welfare and benefit plans, disability plans, and medical, death benefit and life insurance plans for which Mr. Mertens is eligible under the terms of those plans.

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 and Arrangements — Mr. Rosa” above.

2017 Equity Incentive Plan

In April 2017, the Board 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.

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 2023

The following table sets forth information regarding outstanding option awards held by our named executive officers as of September 30, 2023:

____________

(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 April 1, 2020.

(2)      25% of the shares underlying the option vested on January 27, 2022; the remaining vest monthly in equal increments over a 36 month period thereafter.

(3)      25% of the shares underlying the options vest on April 21, 2024, the remaining vest in 12 equal quarterly installments on the last day of each quarter beginning on June 30, 2024.

(4)      25% of the shares underlying the option vested on November 5, 2020 and the remaining 75% vest in 36 equal monthly installments beginning on December 1, 2020, subject to acceleration upon achieving certain performance milestones. As of September 30, 2021, 50% of the shares underlying the options had vested upon the achievement of performance milestones.

(5)      25% of the shares underlying the option vested on January 27, 2022; the remaining vest monthly in equal increments over a 36 month period thereafter, subject to acceleration upon achieving certain performance milestones. As of September 30, 2021, 20% of the shares underlying the options had vested upon the achievement of performance milestones.

(6)      25% will vest on April 21, 2024, the remaining vest in 12 equal quarterly installments on the last day of each quarter beginning on June 30, 2024.

(7)      25% of the shares underlying the option vested on January 1, 2022; the remaining vest monthly in equal increments over a 36 month period thereafter.

(8)      25% of the shares underlying the option vested on January 27, 2022; the remaining vest monthly in equal increments over a 36 month period thereafter.

(9)      25% of the shares underlying the options vest on April 21, 2024, the remaining vest in 12 equal quarterly installments on the last day of each quarter beginning on June 30, 2024.

The following table sets forth information regarding outstanding restricted stock units held by our named executive officers as of September 30, 2023:

____________

(1)      50% of the shares underlying the restricted stock units vest on the first anniversary of the grant date; the remaining vest monthly in equal increments over a 24 month period thereafter.

(2)      50% of the shares underlying the restricted stock units vest on the first anniversary of the grant date; the remaining vest quarterly in equal installments on the last day of each quarter over the next 8 quarters, beginning on June 30, 2024.

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.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth certain information as of September 30, 2023 concerning our equity compensation plans:

____________

(1)      Consists of shares available under the NeuroOne Medical Technologies Corporation 2017 Equity Incentive Plan (the “2017 Plan”). The number of shares of our Common Stock reserved under the 2017 Plan will automatically increase on January 1 of each calendar year through January 1, 2027 by 13.0% of the fully-diluted shares of our Common Stock outstanding on December 31 of the preceding calendar year.

(2)      Consists of shares available under the NeuroOne Medical Technologies Corporation 2021 Inducement Plan (the “Inducement Plan”). The Inducement Plan was adopted in October 2021, pursuant to which the Company initially reserved 420,350 shares of its Common Stock to be used exclusively for grants of awards to individuals who were not previously employees or directors of the Company, as an inducement material to the individual’s entry into employment with the Company within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules. On November 9, 2023, the Company’s board of directors adopted the First Amendment to the Company’s Inducement Plan, increasing the aggregate number of shares of common stock that may be issued pursuant to equity incentive awards under the Inducement Plan by 150,000 shares for a total of 570,350 shares of common stock that may be issued pursuant to equity incentive awards under the Inducement Plan.

PAY VERSUS PERFORMANCE

We are providing the following information about the relationship between executive compensation actually paid (CAP) and certain financial performance of the Company as required by SEC rules. Please see “Executive Compensation” for discussion of our compensation philosophy and how the compensation committee structures our compensation program to support our business objectives and align with our financial performance.

Pay Versus Performance Table

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(1)      Reflects the amount reported in the “Total” column of the Summary Compensation Table for Mr. Rosa for each corresponding year. See “Executive Compensation — Summary Compensation Table for Fiscal Years 2023 and 2022”.

(2)      Amounts reported reflect CAP for Mr. Rosa, as computed in accordance with Item 402(v) of Regulation S-K, for each corresponding year, which amounts do not reflect the actual amount of compensation earned by or paid to Mr. Rosa during the applicable year. The adjustments below were made to Mr. Rosa’s total compensation for each year to determine the CAP for such fiscal year in accordance with the requirements of Item 402(v) of Regulation S-K.

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(a)      Amounts reflect the grant date fair value of equity awards as reported in the “Option Awards” and “Stock Awards” columns in the Summary Compensation Table for the applicable year.

(b)      The equity award adjustments were calculated in accordance with Item 402(v) of Regulation S-K and include: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; and (iii) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value. The amounts deducted or added in calculating the equity award adjustments for Mr. Rosa are as follows:

____________

(3)      Reflects the average amount reported in the “Total” column of the Summary Compensation Table for our other NEOs as a group (excluding Mr. Rosa) for each corresponding year. See “Executive Compensation — Summary Compensation Table for Fiscal Years 2023 and 2022”. The names of each of the other NEOs (excluding Mr. Rosa) included for purposes of calculating the average amounts in each applicable year are Mr. Mertens and Mr. McClurg.

(4)      Amounts reported reflect CAP for the other NEOs as a group (excluding Mr. Rosa), as computed in accordance with Item 402(v) of Regulation S-K, for each corresponding year, which amounts do not reflect an average of the actual amount of compensation earned by or paid to the other NEOs as a group (excluding Mr. Rosa) during the applicable year. The adjustments below were made to the average total compensation for the NEOs as a group (excluding Mr. Rosa) for each year to determine the CAP for such year in accordance with the requirements of Item 402(v) of Regulation S-K.

____________

(a)      See note (b) to footnote (2) above for an explanation of the equity award adjustments made in accordance with Item 402(v) of Regulation S-K. The amounts deducted or added in calculating the total average equity award adjustments for the other NEOs as a group (excluding Mr. Rosa) are as follows:

Analysis of Information Presented in the Pay Versus Performance Table

The Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table, including CAP, as required by Item 402(v) of Regulation S-K. The compensation committee utilizes several performance measures to align executive compensation with Company performance, and only some of those Company measures are presented in the Pay versus Performance table above and the graphs below. The compensation committee has not previously used or considered CAP as computed in accordance with Item 402(v) of Regulation S-K to set target compensation amounts or align our NEO compensation to Company performance. See “Executive Compensation” for a discussion of how the compensation committee designs our compensation program and sets target compensation amounts.

CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS

The following includes a summary of transactions since October 1, 2021 to which 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 described below, there have not been, nor are there currently any proposed, transactions or series of similar transactions to which we have been or will be a party other than compensation arrangements, which include equity and other compensation, termination, change in control and other arrangements, which are described under “Executive Compensation” and as described below.

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 two completed fiscal years, and their immediate family members. A related person transaction as defined in the policy 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.

ADDITIONAL INFORMATION

Forward-Looking Statements

This Proxy Statement contains forward-looking statements that involve substantial risks and uncertainties. In some cases, you can identify forward-looking statements by the words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “target,” “seek,” “contemplate,” “continue” and “ongoing,” or the negative of these terms, or other comparable terminology intended to identify statements about the future. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained in this Proxy Statement, we caution you that these statements are based on a combination of facts and factors currently known by us and our expectations of the future, about which we cannot be certain. Forward-looking statements include statements about:

•        the timing of and our ability to maintain regulatory clearance of our cortical strip and grid electrode technology;

•        our ability to obtain and maintain regulatory clearance for our RF ablation system;

•        our ability to successfully commercialize our technology in the United States;

•        our ability to achieve or sustain profitability;

•        our ability to raise additional capital and to fund our operations;

•        our ability to access available, additional capital on acceptable terms or at all or when needed;

•        the clinical utility of our cortical strip, grid and depth electrode including technology under development;

•        our ability to develop additional applications of our cortical strip, grid and depth electrode technology with the benefits we hope to offer as compared to existing technology, or at all;

•        the results of our development and distribution relationship with Zimmer, Inc. (“Zimmer”);

•        the performance, productivity, reliability and regulatory compliance of our third party manufacturers of our cortical strip, grid electrode and depth electrode technology;

•        our ability to develop future generations of our cortical strip, grid and depth electrode technology;

•        our future development priorities;

•        our ability to obtain reimbursement coverage for our cortical strip, grid and depth electrode technology;

•        our expectations about the willingness of healthcare providers to recommend our cortical strip, grid and depth electrode technology to people with epilepsy, Parkinson’s disease, dystonia, essential tremors, chronic pain due to failed back surgeries and other related neurological disorders;

•        our future commercialization, marketing and manufacturing capabilities and strategy;

•        our ability to comply with applicable regulatory requirements;

•        our ability to maintain our intellectual property position;

•        our expectations regarding international opportunities for commercializing our cortical strip, grid and depth electrode technology under including technology under development;

•        our estimates regarding the size of, and future growth in, the market for our technology, including technology under development; and

•        our estimates regarding our future expenses and needs for additional financing.