UNITED
STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-K

(Mark One)

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

 For the fiscal year ended September 30, 2023

OR

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

 For the transition period from ______ to ______

Commission file number 001-40439

 (Exact name of Registrant as specified in its charter)

 Delaware

 27-0863354

 (State or other jurisdiction of
 incorporation or organization)

 (IRS Employer
 Identification No.)

 7599 Anagram Dr.,
 Eden Prairie, MN

 55344

 (Address of principal executive offices)

 (Zip Code)

 952 -426-1383

 (Registrant's telephone number, including area code)

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

 Title of each class

 Trading Symbol

 Name of each exchange on which registered

 Common Stock, $0.001 par value per share

 NMTC

 The Nasdaq Stock Market LLC

 Securities
regi stered pursuant to Section 12(g) of the Act: None

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

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

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

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

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

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

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

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registration
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatement that required a recovery analysis of incentive-based compensation
received by an of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

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

 As
of March 31, 2023, the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market
value of shares of the registrant's common stock held by non-affiliates of the registrant based upon the March 31, 2023 price at
which the common equity was last sold was $ 24,807,523 million. The number of outstanding shares of the registrant's common stock
as of December 13, 2023 was 23,962,847.

 DOCUMENTS
INCORPORATED BY REFERENCE

 Parts
of the Proxy Statement for the Registrant's 2024 Annual Meeting of Stockholders to be filed subsequently are incorporated by reference
into Part III of this Annual Report on Form 10-K.

 FORM

 FOR
THE FISCAL YEAR ENDED SEPTEMBER 30, 2023

 TABLE
OF CONTENTS

 ITEM
 1.

 BUSINESS

 ITEM
 1A.

 RISK FACTORS

 ITEM
 1B.

 UNRESOLVED STAFF COMMENTS

 ITEM
 2.

 PROPERTIES

 ITEM
 3.

 LEGAL PROCEEDINGS

 ITEM
 4.

 MINE SAFETY DISCLOSURES

 ITEM
 5.

 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 ITEM
 6.

 [RESERVED]

 ITEM
 7.

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 ITEM
 7A.

 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 ITEM
 8.

 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 ITEM
 9.

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 ITEM
 9A.

 CONTROLS AND PROCEDURES

 ITEM
 9B.

 OTHER INFORMATION

 ITEM
 9C.

 DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 ITEM
 10.

 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 ITEM
 11.

 EXECUTIVE COMPENSATION

 ITEM
 12.

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 ITEM
 13.

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 ITEM
 14.

 PRINCIPAL ACCOUNTANT FEES AND SERVICES

 ITEM
 15.

 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 ITEM
 16.

 FORM 10-K SUMMARY

 SIGNATURES

 i

 SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 Unless
the context requires otherwise, references in this Annual Report on Form 10-K (this "Annual Report" or "Report")
to "we," "us," "the Company" and "our" refer to NeuroOne Medical Technologies Corporation
(the "Company").

 This
Annual Report contains forward-looking statements that involve substantial risks and uncertainties. The forward-looking statements are
contained principally in the sections entitled "Risk Factors," "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Business," but are also contained elsewhere in this Annual Report. 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 Annual Report, 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 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 terms acceptable to us 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;

 ii

 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.

 Forward-looking
statements are based on management's current expectations, estimates, forecasts and projections about our business and the industry
in which we operate, and management's beliefs and assumptions are not guarantees of future performance or development and involve
known and unknown risks, uncertainties and other factors that are in some cases beyond our control. You should refer to the "Risk
Factors" section of this Annual Report for a discussion of important factors that may cause our actual results to differ materially
from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking
statements in this Annual Report will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the
inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these
statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time
frame, or at all.

 These
forward-looking statements speak only as of the date of this Annual Report. Except as required by law, we assume no obligation to update
or revise these forward-looking statements for any reason, even if new information becomes available in the future. You should, however,
review the factors and risks and other information we describe in the reports we will file from time to time with the Securities and
Exchange Commission (the "SEC") after the date of this Annual Report.

 iii

 PART
I

 ITEM
1. BUSINESS

 Overview

 Corporate
Overview of NeuroOne Medical Technologies Corporation

 We
were originally incorporated as Original Source Entertainment, Inc. under the laws of the State of Nevada on August 20, 2009. Prior to
the closing of the Acquisition, as defined below, we completed a series of steps contemplated by a Plan of Conversion pursuant to which
we, among other things, changed our name to NeuroOne Medical Technologies Corporation, increased our authorized number of shares of Common
Stock from 45,000,000 to 100,000,000, increased our authorized number of shares of preferred stock from 5,000,000 to 10,000,000 and reincorporated
in Delaware. On July 20, 2017, we acquired NeuroOne, Inc. (the "Acquisition"). Immediately following the closing of the Acquisition,
the business of NeuroOne, Inc. became our sole focus.

 Corporate
Overview and History of NeuroOne, Inc.

 NeuroOne,
Inc. was incorporated under the laws of the State of Delaware on October 7, 2016. Its predecessor entity, NeuroOne LLC (the "LLC"),
was formed on December 13, 2013 and operated as a limited liability company until it was merged with and into NeuroOne, Inc. on October
27, 2016, with NeuroOne, Inc. as the surviving entity (the "Merger"). As a result of the Merger, all of the properties, rights,
privileges and powers of the LLC vested in NeuroOne, Inc., and all debts, liabilities and duties of the LLC became the debts, liabilities
and duties of NeuroOne, Inc., except for the Exclusive Start-up Company License Agreement, dated as of October 1, 2014, as amended on
February 22, 2017, March 30, 2019 and September 18, 2019 (the "Original WARF License"), with the Wisconsin Alumni Research
Foundation ("WARF"), which was not legally transferred until May 2017. The purposes of the Merger were to: change the jurisdiction
of incorporation from Minnesota to Delaware; change the ownership of the LLC's underlying assets; and convert from a limited liability
company to a corporation. In December 2019, NeuroOne, Inc. was merged with and into the Company, with the Company remaining as the surviving
entity.

 We
are a medical technology company focused on the development and commercialization of thin film electrode technology for continuous electroencephalogram
("cEEG") and stereoelectrocencephalography ("sEEG") recording, spinal cord stimulation, brain stimulation and
ablation solutions for patients suffering from epilepsy, Parkinson's disease, dystonia, essential tremors, chronic pain due to
failed back surgeries and other related neurological disorders. Additionally, we are investigating the potential applications of our
technology associated with artificial intelligence. Members of our management team have held senior leadership positions at a number
of medical technology and biopharmaceutical companies, including Boston Scientific, St. Jude Medical, Stryker Instruments, C.R. Bard,
A-Med Systems, Nuwellis, Inc., formerly known as Sunshine Heart, Empi, Don-Joy and PMT.

 We
are developing our cortical sheet and depth electrode technology to provide solutions for diagnosis through cEEG recording and sEEG recording
and treatment through spinal cord stimulation, brain stimulation and ablation, all in one product. A cEEG is a continuous recording of
the electrical activity of the brain that identifies the location of irregular brain activity, which information is required for proper
treatment. cEEG recording involves an invasive surgical procedure, referred to as a craniotomy. sEEG involves a less invasive procedure
whereby doctors place electrodes in targeted brain areas by drilling small holes through the skull. Both methods of seizure diagnosis
are used to identify areas of the brain where epileptic seizures originate in order to precisely locate the seizure source for therapeutic
treatment if possible.

 Deep
brain stimulation, or DBS, therapies involve activating or inhibiting the brain with electricity that can be given directly by electrodes
on the surface or implanted deeper in the brain via depth electrodes. Introduced in 1987, this procedure involves implanting a power
source referred to as a neurostimulator, which sends electrical impulses through implanted depth electrodes, to specific targets in the
brain for the treatment of disorders such as Parkinson's disease, essential tremor, dystonia, and chronic pain. Alzheimer's
is another indication evaluating the effects of DBS. Unlike ablative technologies, the effects of DBS are reversible.

 Radio
frequency ("RF") ablation is a procedure that uses radiofrequency under the electrode contacts that is directed to the site
of the brain tissue that is targeted for removal. The process involves delivering energy to the contacts, thereby heating them and destroying
the brain tissue. The ablation does not remove the tissue. Rather, it is left in place and typically scar tissue forms in the place where
the ablation occurs. This procedure is also known as brain lesioning as it causes irreversible lesions. In August 2021, the Company announced
a strategic partnership with RBC Medical Innovations to develop a RF ablation generator. The following month, our OneRF ablation system
was tested by representatives from Emory University in Atlanta Georgia in an animal study. During the second fiscal quarter of 2023,
we successfully completed summative usability testing for OneRF with 15 neurosurgeons, and completed execution of internal device verification/validation
protocols for the final OneRF ablation system.

 Failed
back surgery syndrome ("FBSS") is a condition that produces chronic lower back/leg pain due to one or more failed back surgeries.
Typically, it is related to patients that suffer with pain after surgery of the lumbar spine for degenerative disc disease. Re-operations
are usually not recommended for these patients due to low success rates. These patients experience greater levels of pain, a lower quality
of life, varying levels of disability and higher rate of unemployment. Spinal cord stimulation works by placing one or more electrodes in
a targeted area of the spine and then connected to an implantable pulse generator that sends electrical stimulation to the electrode
to block the pain signals from reaching the brain. During the second fiscal quarter of 2023, we completed an initial animal implant of
novel thin film paddle leads for spinal cord stimulation ("SCS"). The devices are intended for the treatment of patients
with chronic back pain due to multiple failed back surgery syndrome, intractable low back, and leg pain. A percutaneous (through a needle)
delivery system for paddle leads is also under development and has been successfully bench-tested. According to a 2020 Market Insights
 report, the total global addressable market for spinal cord stimulation is estimated to be greater than $3 billion.

 Our
cortical sheet electrode and depth electrode technology have been tested over the years by both WARF, the owners of our licensed patents,
and Mayo Clinic located in Rochester, Minnesota, in both pre-clinical models as well as through an institutional review board ("IRB")
approval at Mayo Clinic for clinical research. In December 2020, we announced the first human commercial use of our Evo cortical electrode
in a procedure performed at the Mayo Clinic. Regarding our ablation electrode, the Cleveland Clinic and representatives from Emory University
have performed testing in bench top models and pre-clinical (or animal testing) models. These pre-clinical tests have demonstrated that
the technology is capable of recording, ablation and acute stimulation.

 We
received 510(k) FDA clearance for our Evo cortical technology in November 2019, in September 2021 we received FDA clearance to market
our Evo sEEG electrode technology for temporary (less than 24 hours) use with recording, monitoring, and stimulation equipment for the
recording, monitoring, and stimulation of electrical signals at the subsurface level of the brain, and in October 2022 we received FDA
clearance to market our Evo sEEG electrode technology for temporary (less than 30 days) use with recording, monitoring, and stimulation
equipment for the recording, monitoring, and stimulation of electrical signals at the subsurface level of the brain.

 We
submitted a 510(k) application to the FDA for the OneRF ablation system in June 2023 and responded to FDA comments on November 6, 2023.
On December 6, 2023, we received 510(k) FDA clearance to market the OneRF ablation system for creation of radiofrequency lesion in nervous
tissue for functional neurosurgical procedures.

 We
intend to develop our Evo sEEG electrode technology for drug delivery applications in the next 12 months. This device is intended
to deliver neurological drugs or gene therapy that are FDA approved or that are currently planned for clinical trials or in development
to allow for monitoring, recording and stimulation and drug delivery for less than 30 days. In addition to having the capability
of delivering a drug through the center lumen, it will also be able to record brain activity before, during, and after drug delivery.

 Our
Market Opportunity

 Epilepsy
Market

 We
expect to initially target the diagnosis and treatment of epilepsy. Epilepsy can be caused by a variety of conditions that affect a person's
brain, some of which are: stroke, brain tumor, traumatic brain injury and central nervous system infections. According to the Centers
for Disease Control and Prevention (the "CDC") and Citizens United for Research in Epilepsy ("CURE"), there are
approximately 3,000,000 patients annually suffering with epilepsy in the United States, with an additional 200,000 diagnosed every year.
The CDC and CURE also estimate that epilepsy costs the United States $15.5 billion per year. Approximately 720,000 of these patients
are not receptive to pharmaceutical treatment and therefore are appropriate for surgical treatment of this disorder. In addition to poor
quality of life, epilepsy also is associated with fairly high mortality rates. Sudden Unexpected Death in Epilepsy has an annual incidence
of 1.16/1000 in epilepsy patients. Despite the large market opportunity, it is estimated that there are only less than 5K epilepsy surgeries
performed each year in the United States. 1

 These
numbers represent an underpenetrated market due to the invasiveness of diagnostic procedures. After the diagnostic procedure, a second
therapeutic procedure is required and at times even a third surgery if the seizures persist. We believe patients are unwilling to proceed
due to the long diagnostic and treatment procedure times (one to four weeks in the hospital after a potential craniotomy for diagnosis).
As detailed above, after the diagnosis is completed, if successful, the patient must undergo an additional procedure to have the affected
area of brain tissue ablated or removed. The average cost for the diagnostic technology per procedure could be >$10,000, with ablation
devices costing >$15,000. We believe our technology, once developed, will offer an all-in-one solution with diagnostic and therapeutic
capabilities.

 Many
leading neurologists believe that the limits of today's current technologies are the reason the exact affected area of the brain
causing epileptic seizures is not well-determined. We believe our technology, which has been developed to date by physicians at WARF
and Mayo Clinic, will provide a number of advantages over the current commercially available technologies, including the following:

 Our
 proprietary thin film technology under development has a smaller footprint with many more
 electrodes.

 We
 expect that our technology will eventually be able to be implanted using a minimally invasive
 procedure utilizing a dime sized burr hole rather than a full craniotomy.

 Our
 technology may provide more accurate detection of irregular brain activity over currently
 available technology. In limited clinical testing, doctors at Mayo Clinic have documented
 pre-seizure activity (micro-seizures) during their clinical research with their patients
 using our cEEG technology.

 We
expect our technology can ablate through the electrodes as well as perform brain recording, monitoring and stimulation, allowing for
diagnosis and treatment through the same product and in the same procedure.

 Parkinson's
Disease

 The
Parkinson's Disease Foundation estimates that as many as 1,000,000 patients in the United States live with Parkinson's disease
with an additional 60,000 patients diagnosed per year. Over 10,000,000 patients worldwide are living with Parkinson's disease.
There have not been any drugs introduced that have been effective at treating all patients with Parkinson's disease. The average
onset is over 60 years old, but some people have been diagnosed as young as 40 years old. Parkinson's is a disorder of the central
nervous system caused by loss of brain cells throughout various regions of the brain.

 Today's
primary treatment for Parkinson's disease involves medications that have not proven to be curative but rather ease symptoms. One
of the potential treatments for Parkinson's patients is DBS. According to the Michael J.
Fox Parkinson's Disease Research Foundation website, patients that seem to do best with DBS are those that have had the disease
for at least four years and have benefited from taking medications prescribed to control the disease. In addition, DBS seems to help
with reducing the issues with motor functions such as tremors, stiffness and slowness but not for balance issues.

 Epilepsy
 surgery in the United States: Analysis of data from the National Association of Epilepsy
 Centers 2015 Epilepsy Research.

 Essential
Tremors

 Essential
tremors are thought to be due to electrical irregularities in the brain that send abnormal signals to the muscles. It is a progressive
condition that worsens over time and is linked to genetic disorders that typically appear in people who are over 40. Essential tremors
usually occur alone and without any other neurological symptoms or signs. The tremors usually occur when the hands are raised and primarily
affect the hands. Muscles in the trunk, face and neck may also experience symptoms. Sometimes misdiagnosed as Parkinson's disease,
essential tremors are an involuntary rhythmic shaking of the hands that is not present at rest. It is apparent during activities such
as drinking, writing and eating. Symptoms can worsen due to stress, anxiety, smoking, caffeine, fatigue, etc. Genetics Home Reference
estimates that as many as 10,000,000 people in the United States are affected by the disease. Treatments for the disease include medical
therapy and DBS. DBS, which unlike other therapies, is reversible and programmable, helping to adjust the settings to maximize patient
benefit. Similar to Parkinson's disease, the ability to detect this irregular brain activity before it causes a tremor is highly
desirable.

 Dystonia

 Dystonia
is a neurological condition recognized as a motion disorder that involves over activity of a variety of different muscles simultaneously
that work against each other. It presents itself in a variety of symptoms but typically involves repetitive, patterned and often twisting
involuntary muscle contractions resembling tremors. According to the Dystonia Medical Research Foundation, over 300,000 people are affected
in the United States and Canada alone. Dystonia is the third most common problem seen in movement disorder clinics. Because it has many
different manifestations, it is often misdiagnosed. In addition, similar to Parkinson's disease, there are no specific tests that
can positively diagnose dystonia. A doctor typically will evaluate patient and family history, potentially do genetic testing, electroencephalogram ("EEG") testing,
blood and urine tests. There are several treatment options (including medication and Botox) for patients depending on the type of dystonia.
DBS may be also an alternative for certain patient sub-types.

 Spinal
Cord Stimulation

 Chronic
back pain is one of the most prevalent chronic conditions in the world. According to the CDC, "in 2016, an estimated 20.4% of U.S.
adults had chronic pain and 8.0% of U.S. adults had high-impact chronic pain. Chronic pain has been linked to numerous physical and mental
conditions and contributes to high health care costs and lost productivity". FBSS
is one of leading causes for chronic lower back/leg pain due to one or more failed back surgeries. Typically, it is related to patients
that suffer with pain after surgery of the lumbar spine for degenerative disc disease. Re-operations are usually not recommended for
these patients due to low success rates. These patients experience greater levels of pain, a lower quality of life, varying levels of
disability and higher rate of unemployment. Spinal cord stimulation works by placing an electrode(s) in a targeted area of the spine
which is then connected to an implantable pulse generator that sends electrical stimulation to the electrode to block the pain signals
from reaching the brain.

 The
back pain market includes the following indications: FBSS, Ischemic Limb Pain, and Complex Regional Pain Syndrome. Over half of this
market is comprised of patients with FBSS. Studies have indicated a benefit for some patients suffering from chronic back and lower limb
pain when they have been treated with electrical stimulation. Prior to the patient receiving an implant, they undergo a trial period
that allows them to determine if they are receiving relief from the therapy while preventing a surgery to implant the pulse generator
that provides the stimulation. If the trial period is successful, then the device is implanted in a follow-up procedure.

 Artificial
Intelligence

 The
brain consists of approximately 100 billion nerve cells, which are small wires that pass electrical signals to control all of its functions.
There have been a number of successful clinical trials in which small metal wires, known as electrodes, are implanted in the brain to
correct nerve damage using wireless communication between implanted wires to simulate functional nerve cells. In addition to correcting
damaged nerve cells, certain scientists have theorized that if millions of wires could be implanted in the brain, these electrodes could
present an opportunity to use artificial intelligence to create infrared sight, increase hearing or perfect memory recall. However, there
currently is no commercially available manufacturing platform capable of making thousands of wires that can be placed within or on the
brain and work reliably for the lifetime of a subject, and are soft enough to match the tissue of the brain, that avoid damage to the
brain.

 Limitations
of Currently Available Therapies

 There
are a limited number of currently available products for diagnosis and treatment for people with neurological disorders such as epilepsy.
Although the currently available systems provide diagnosis and treatment for patients, they have certain inherent limitations and shortcomings
that we believe limit their use and validate the need for improved technology in the market. These limitations include:

 Lengthy
 diagnostic times: It takes several months for patients to go through the various phases
 of diagnostic methods, including imaging and non-invasive EEGs. If the source of seizures
 are still unknown, patients spend one to four weeks in the hospital after interventional
 diagnostic procedures (cortical and/or sEEG implants) waiting to have seizures that will
 allow doctors to determine where the seizures are occurring.

 Lower
 Accuracy: Historically, clinical electrode manufacturers primarily provided electrodes
 that sample brain tissue at approximately centimeter spatial scales. Advances in digital
 EEG acquisition have made recordings at sub-millimeter spatial scales possible, but high-spatial
 resolution EEG has been slow to impact clinical practice. Existing, higher spatial scales
 increase the potential for missing data that may be critical in the removal of brain tissue
 causing the irregular activity.

 Need
to perform a full craniotomy (invasiveness): Currently available cortical electrode technology is typically placed after a craniotomy,
which may require removing the top part of the cranium and is a very painful and invasive procedure. Procedural times for a craniotomy
can be as high as eight hours. A variety of complications can occur when a full craniotomy is performed, including but not limited to:
stroke, bleeding, infection, seizures, swelling of the brain (which may require a second craniotomy), nerve damage, which may cause muscle
paralysis or weakness, cerebrospinal fluid leak, which may require repair, loss of mental functions and permanent brain damage with associated
disabilities. The invasiveness, procedural times and possible surgical complications have limited the growth of surgical treatment of
epilepsy.

 Requirement
 for multiple devices for diagnostic and therapeutic procedures: Today both interventional
 diagnostic and treatment procedures may require different device implants, surgeries and
 even hospitalizations for each procedure. This causes significant patient inconvenience,
 use of precious hospital resources and tremendous cost to the system.

 Limited
 number of contacts on an electrode: Paddle electrodes currently are available in a variety
 of sizes and number of contacts. Physicians increasingly want to explore greater number of
 contacts on the same electrode in order to be able to be more precise in stimulating targeted
 areas.

 Our
Solution

 As
a result of the inherent limitations and inconvenience of existing systems, we believe that there is a significant unmet need among people
with neurological disorders for cortical strip, grid and depth electrodes that provide diagnostic capabilities through cEEG and sEEG
recording in addition to therapeutic modalities, such as brain stimulation and ablation, offered as an all-in-one product. In comparison
to currently available technologies, we are continuing to develop applications of our strip, grid and depth electrodes with the goal
of providing the following expected advantages:

 Reduced
 time for diagnosis and treatment: By offering a minimally invasive procedure and developing
 an all-in-one solution, we expect our technology will reduce overall procedural times. While
 our pre-clinical and clinical experience to date is limited, our cortical grid technology
 has demonstrated the ability to provide high fidelity recordings that have allowed physicians
 to identify the affected brain tissue causing seizures. This may provide the potential for
 meaningful cost savings for hospitals and patients and improved quality of life for patients.

 Improved
 accuracy of diagnostic technologies: Because we believe our thin film technology is capable
 of recording at higher fidelity than current technologies used in EEG recording, we believe
 our technology may be able to more precisely determine the brain tissue causing seizures.
 In December 2020, we announced the first human commercial use of our Evo cortical electrode
 to perform recording, functional mapping, monitoring and stimulation of the brain. In the
 procedure, performed at the Mayo Clinic, our electrodes were used to record evidence of pre-seizure
 activity, which may be critical in developing treatments to prevent the onset of seizures.
 Since then, several institutions around the country have successfully tried and adopted our
 devices for diagnostic procedures.

 Implantation
 via minimally invasive procedure with fewer post-procedure complications: We are currently
 developing approaches to deliver the electrodes by minimizing the invasiveness of the procedures.
 We expect that patients who have qualified for diagnostic or treatment procedures will be
 more accepting of a minimally-invasive procedure. Such procedures may potentially reduce
 the patient's pain, bleeding and other adverse events. For example, our cortical electrode
 technology is expected to also have fewer wires, also referred to as tails, exiting the patient's
 head, which can also reduce the potential for infections. Furthermore, the material we currently
 use in our cortical electrodes has shown in pre-clinical evaluations to cause less inflammation
 than current electrode substrates as it appears more compatible with brain tissue. As discussed
 under "Our Strategy" below, our technology has been and will be implanted via
 a full craniotomy until such time, if ever, as we are able to develop our minimally invasive
 procedure.

 All-in-one
 diagnostic and therapeutic technology solution: Due to the expected recording and treatment
 capabilities of some of our technology under development, we have received feedback from
 physicians that they will attempt to perform the diagnosis and treatment in a single procedure,
 thereby potentially eliminating the need for a second surgical procedure, reducing the likelihood
 of patient infection, risks associated with surgical procedures and minimizing the diagnostic,
 procedural and hospital costs. As discussed under "Our Strategy" below, our initial
 product offering offers diagnostic-only capabilities while we advance the development of
 our all-in-one approach. Currently, we are preparing a combination recording, stimulation
 and RF ablation technology that will perform both diagnostic and therapeutic functions for
 commercialization.

 Percutaneous
 placement of spinal cord stimulation paddle electrodes with scalability options: Due
 to the thin film nature of our electrode technology, we believe that it may allow for percutaneous
 placement of "paddle" (flat) shaped electrodes, thereby preventing the need to
 use more invasive surgical approaches to place the electrodes. Minimally invasive and percutaneously
 placed technologies have become almost a requirement for adoption with patients and physicians.
 In addition, our technology in the future offers the ability to increase the number of contacts
 on a film that traditionally offers fewer contacts. Increasing the number of contacts may
 allow for more precise stimulation in the spine, potentially improving the therapeutic outcomes.

 Our
Strategy

 Our
goal is to be the global leader in cEEG and sEEG recording, monitoring, deep brain stimulation and ablation, owning the procedure from
diagnosis through treatment. The key elements of our strategy include:

 Introduce
 cortical strip and grid electrodes for the diagnosis of epilepsy in United States: In
 December 2019, we announced that we received FDA 510(k) clearance to market our thin film
 cortical electrode technology for temporary (less than 30 days) recording, monitoring, and
 stimulation on the surface of the brain. Our initial product offering has initially been
 and will be placed through traditional surgical means involving a craniotomy until such time,
 if any, that we launch our minimally invasive procedure. In July 2020, we entered into a
 development relationship with Zimmer, pursuant to which we granted Zimmer exclusive global
 rights to distribute the cortical strip and grid electrodes, and Zimmer will use commercially
 reasonable efforts to promote, market and sell the strip and grid electrodes. We believe,
 due to physician feedback, that our technology represents a major improvement over existing
 cortical electrodes for the recording of brain activity. We are initially targeting epilepsy
 as we believe this is a clinical area of great need and a market that is underserved with
 a quick path to commercialization. We believe the largest and quickest-to-market geography
 for our cortical strip and grid technology under development is the United States for a number
 of reasons, including the following: (i) many industry sources believe there is a large underserved
 U.S. market, (ii) healthy procedural reimbursement exist for centers and physicians, (iii)
 average selling prices are robust, and (iv) there is substantial physician enthusiasm for
 our technology under development. To date, several institutions around the country have successfully
 tried and adopted our cortical electrode technology for diagnostic procedures.

 Launch
 depth electrodes for sEEG recording: In September 2021, we announced that we received
 FDA 510(k) clearance to market our Evo sEEG electrode technology for temporary (less than
 24 hours) use with recording, monitoring, and stimulation equipment for recording, monitoring,
 and stimulation of electrical signals at the subsurface level of the brain. We filed for
 510(k) clearance to expand the duration of use up to less than 30 days in November 2021.
 On October 20, 2022, the Company received an FDA clearance to market its Evo sEEG electrode
 technology for temporary (less than 30 days) use with recording, monitoring, and stimulation
 equipment for the recording, monitoring, and stimulation of electrical signals at the subsurface
 level of the brain. Given the reluctance of patients to undergo epilepsy surgery due to its
 invasiveness, a number of epilepsy centers have adopted the use of depth electrodes, which
 are placed by drilling small holes into the patient's cranium, thereby avoiding a craniotomy.
 We believe our technology offers advantages compared to current depth electrode technology
 in the market and will also enable us to offer a therapeutic solution using this same technology
 in the future. As we continue to develop our technology, we plan to release further information
 about the expected advantages of our technology over currently available therapies.

 Utilize
 these core technologies to develop all-in-one diagnostic and therapeutic solutions with the
 initial focus on a combination diagnostic and ablation electrode: For many patients who
 currently undergo one surgical procedure for diagnosis, a second and different procedure
 or surgery is then required to treat the patient. There is strong physician/surgeon interest
 to be able to perform both the diagnostic and therapeutic procedure with the same implanted
 devices. We are developing our technology with the goal of being able to offer this benefit
 although there can be no assurance that we will be able to do so. We are pursuing cortical
 grid, strip and depth electrode technology that can record brain activity (diagnose) and
 also provide both acute and long term stimulation as well as depth electrode technology that
 can ablate brain tissue. The technology has demonstrated these functions in acute and short
 term animal models; however, additional development is required to offer a device that has
 long term therapeutic application. These long term therapeutic technologies are expected
 to require more robust regulatory approvals for the United States, ranging from a 510(k)
 to potential for pre-market approvals ("PMAs") with human clinical data. We will
 engage the FDA at the proper time to determine the most efficient regulatory path.

 Develop
 percutaneous placed electrodes for spinal cord stimulation with scalable contact configurations:
 Given that many surgically placed technologies have become less invasive due to patient
 and physician demands, we believe that our flexible thin film technology will allow for percutaneous
 placement of "paddle" shaped electrodes, thus potentially eliminating the need
 to make a more invasive surgical procedure. Spinal cord clinical literature over the years
 have shown that "paddle" electrodes (flat shaped) require less energy for stimulation
 (thus saving neurostimulator battery life) and may be associated with lower revision rates
 over time. Even then, "paddle" shaped electrodes are used less often due to the
 more invasive surgical procedure that is required for placement. But we hope to change that
 paradigm by creating "paddle" electrodes that can be implanted percutaneously
 (less invasively) through a "needle hole incision". By leveraging our existing
 FDA cleared cortical electrode and sEEG technology, we may also be able to offer the ability
 to improve precision of where the stimulation is delivered. NeuroOne's platform thin
 film technology has the capability to increase the number of contacts in a similar footprint
 that has fewer contacts.

 Gain
 approval for other brain or motor related disorders such as Parkinson's with the therapeutic
 technologies developed for epilepsy: While we are developing our technology for the diagnosis
 and treatment of epilepsy, we believe that our technology has strong application and utilization
 for other brain or motor related disorders such as Parkinson's disease, dystonia, essential
 tremors and facial pain as these diseases are currently treated with DBS if medications are
 not effective. As previously mentioned, we are actively evaluating the potential to offer
 electrodes that can be implanted for long term stimulation applications, but such use will
 require that we pursue additional approvals from the FDA and any international regulatory
 bodies where we seek to commercialize our technology.

 Explore
 partnerships with other companies that leverage our core technology: Given that our technology
 enables, complements and/or competes with a number of companies that are in the market or
 attempting to enter the market with diagnostic or therapeutic technologies to treat brain
 related disorders, we believe there may be opportunities to establish mutually beneficial
 relationships. In addition, our technology may have application in cardiovascular, orthopedic
 and pain related indications that could benefit from a high fidelity thin film electrode
 product that can provide stimulation and/or ablation therapies.

 Partner
 with biotech, pharmaceutical or biopharma companies to provide a drug delivery sEEG electrode
 capable of delivering the therapy and recording before, during and after the therapy is delivered
 for up to 30 days.

 Investigate
 the potential applications associated with Artificial Intelligence: We have been informed
 by some of our corporate advisors that the ability to offer scale-able electrode technology
 that can provide thousands of electrodes in the brain may be helpful in treating medical
 conditions that may benefit from using artificial intelligence. The Company has formed an
 advisory board that will provide guidance to the Company as we continue to explore the opportunities
 in this exciting field.

 Our
Technology

 Epilepsy
Mapping and Monitoring

 Epileptic
seizures occur when the neurons in the brain miscommunicate. This miscommunication typically results in involuntary muscle seizure activities
and/or periods of perceptual disconnect where the individual appears frozen. Modern medical science has advanced the treatment of epileptic
seizures by mapping the electrical communication activity of neurons and understanding their special orientation in the brain. This mapping
is accomplished by access to the cranium (through a craniotomy) and placing conductive contacts on the brain directly. The craniotomy
procedure is very invasive, traumatic to the surrounding tissue, results in high patient down time, and increases the risk of infection.

 We
seek to leverage scale-able technology and produce ultra-thin, or paper-thin electrodes that allow for high-resolution and high-definition
recordings, which would improve mapping resolution and signal acquisition. If the Company is able to leverage scale-able technology,
it would mean that our technology would be able to incorporate smaller electrodes and thereby increase the number of electrodes on a
given surface area. We expect that this would increase the imaging resolution so that brain activity is displayed in greater definition.
We also believe that the electrodes' unique thinness and flexibility will provide a less invasive approach to electrode placement.
The electrodes would be able to be placed through a small quarter size hole instead of by an invasive full craniotomy procedure.

 The
images under "Cortical Electrode," from bottom to top, are images of our cortical electrode strip, our grid electrode, and
the placement of the grid electrode on the brain, respectively. The images under "High Density Interconnect" are both images
of our product that connects our electrodes to the head box, which is a piece of hardware that connects to electrodes to acquire, amplify,
display, store and archive electrophysiological signals, and is integrated as part of our manufactured electrode product. The images
under "Head Box" and "Signal Monitoring and Mapping" are images of the device which processes information received
through the high density interconnect, and a sample output of data acquisition, respectively, neither of which is one of the Company's
products.

 Our
technology consists of three primary types of cortical electrodes: grid electrodes, strip electrodes and dual-sided electrodes. These
electrodes have a patented design that utilizes proprietary processing and materials technology, which we believe will allow the electrodes
to have improved features over the current industry standard recording electrodes.

 What
sets our technology apart from others is the integration of state of the art design leveraging the latest in flexible printed circuit
technology. We believe our patented designs will provide the surgeon a higher tactile perspective on electrode placement allowing for
ultra-precise neuron recording. We expect the benefits of our electrode designs to include the ability to detect better defined margins
between healthy tissue and resect-able tissue, less immune-response from the brain and surrounding tissue, better signal acquisition
due to superior conformability of the electrode over the brain, improved flexibility that physicians have requested, which we expect
will enable a minimally invasive approach and the electrodes unique thinness that is unmatched by current products being used.

 The
Future of Neurology Mapping with NeuroOne

 We
seek to develop superior "scale-able" technology for future product system iterations in higher density contact placement.
This will open the doors to other brain related disease recording procedures by providing high fidelity, more accurate diagnostic capabilities
and also the ability to provide an all-in-one therapy capable of diagnosis, ablation and/or stimulation. Beyond the brain, we believe
our technology under development has applications in other neurological signal recording disease states related to voluntary or involuntary
motor neuron abnormalities, understanding sensory neuro behavior (pain), limb prosthetics and degenerative muscle disease.

 Clinical
Development and Regulatory Pathway

 Clinical
Experience, Future Development and Clinical Trial Plans

 Our
Evo cortical electrode technology has received 510(k) clearance from the FDA for recording, monitoring, and stimulating brain tissue
for less than 30 days on the surface of the brain. Our Evo sEEG electrode technology has received FDA 510(k) clearance from the FDA for
use (less than 30 days) with recording, monitoring, and stimulation equipment for the recording, monitoring, and stimulation of electrical
signals at the subsurface level of the brain. Our other products have not received any clearance for commercialization by any U.S. or
foreign regulatory body. To date, the Company has performed a number of bench top (which includes feasibility testing) and pre-clinical
tests (which include animal testing of device placement, ergonomics, performance, ease of use, and other tests required by FDA regulations).
As described in "—Government Regulation" below, the Company will be required to perform additional testing of its technology
in connection with seeking additional regulatory clearances or approvals.

 We
intend to expand our product offerings to include less invasive means and all-in-one solutions, thus providing both patients and physicians
better options to treat epilepsy, Parkinson's disease, dystonia, essential tremors, chronic pain due to failed back surgeries and
other related neurological disorders. While we expect to make modifications to our initial system, we believe that most of our future
product development initiatives will involve unique and transformational next generation technology that should drive further appeal
of our products with both physicians and patients.

 We
are utilizing a number of resources to develop these technologies. We license three critical patents from WARF that are the
foundation of the technology and we are developing and intend to commercialize and benefit from the thin film technology know-how of
Mayo Clinic doctors through our license and development agreement. WARF, Mayo Clinic (cortical electrodes) and Cleveland Clinic
(sEEG electrodes) have been responsible for all pre-clinical studies of our technology under development to date. See "—WARF
License" and "—Mayo Foundation for Medical Education and Research License and Development Agreement" below. We
announced in December 2020 that Mayo Clinic doctors used our technology in the first human commercial application of our Evo
cortical electrode technology to perform recording, functional mapping and stimulation of the brain on a human patient. And more
recently, in July 2022, we announced the first clinical case using the Evo sEEG electrode was performed by Dr. Robert Gross at Emory
University. Dr. Gross selected the Evo sEEG electrode for intraoperative brain mapping at the subsurface level of the
brain.

 Below
we have summarized, for each component of our technology, the current stage of development or commercial production, the pre-clinical
testing done to date by WARF, the Cleveland Clinic or Mayo Clinic on such component, if any, our plans for further testing or clinical
trials and our expectations regarding the requirements for regulatory clearance or approval and timing of regulatory submissions.

 Technology

 Stage
 of Development and Pre-Clinical Testing to Date

 Additional
 Expected Steps for Regulatory

 Clearance or Approval

 Cortical strip and grid electrodes for the diagnosis
 of epilepsy

 The Company
 has finalized the design for the product and there are no further expected changes to the device ("design freeze").

 Pre-clinical
 testing and clinical testing on the final design has been conducted by Mayo Clinic and WARF (as described in "Mayo Clinic and
 University of Wisconsin-Madison Studies" below). The product is in commercial production.

 The Company
 received FDA 510(k) clearance in the fourth calendar quarter of 2019.

 Commercial
 launch commenced utilizing Zimmer, our distribution partner.

 Depth electrodes for recording (diagnostic) purposes

 We have
 frozen this design and the product is in commercial production.

 No clinical
 testing was required in order to obtain FDA clearance.

 The Company filed for FDA 510(k) marketing clearance
 for sEEG electrodes in May 2021 and received a 510(k) clearance from FDA for recording, monitoring and stimulation of brain tissue
 for less than 24 hours in September 2021. The Company filed for 510(k) clearance to expand the duration of use up to less than 30
 days in November 2021. On October 20, 2022, the Company received an FDA clearance to market its Evo sEEG Electrode technology for
 temporary (less than 30 days) use with recording, monitoring, and stimulation equipment for the recording, monitoring, and stimulation
 of electrical signals at the subsurface level of the brain. Zimmer began distributing this product in May 2023.

 Depth
 electrode diagnostic and ablation devices

 The design
 phase was completed at the end of 2022, the verification phase was completed in June 2023, and the transfer to manufacturing phase
 began in July 2023.

 Pre-clinical
 testing, including benchtop and animal testing, has been conducted on final designs.

 Very
 early testing at the Cleveland Clinic was completed in the second calendar quarter of 2020.

 Pre-clinical
 (animal) feasibility testing was conducted in September 2021 with representatives from Emory University in Atlanta, Georgia. Additional
 pre-clinical animal testing of our final design was conducted at Emory University in April 2023 and invivo testing of our final design
 was conducted in May 2023.

 The Company
 announced a partnership with RBC Medical Systems in August 2021 to develop an RF generator that will be used with the Company's
 diagnostic and ablation electrode.

 No animal
 or human clinical testing is anticipated for FDA submission since 510K predicate devices did not perform such clinical testing.

 The
Company submitted a 510(k) application to the FDA for the OneRF ablation system in June 2023 and responded to FDA comments on November
6, 2023. The Company received 510(k) clearance from the FDA for creation of radiofrequency lesions in nervous tissue for functional neurosurgical
procedures on December 6, 2023.

 Spinal cord stim electrodes

 No design
 freeze.

 We performed
 pre-clinical in-house bench top testing in August 2020.

 In 2021/early
 2022, we performed bench top testing of prototypes to demonstrate chronic performance and longevity.

 In 2023,
 we will continue to refine our chronic spinal cord electrode design based on SCS customer feedback and do additional pre-clinical
 bench and/or animal tests to further validate our value proposition.

 This
 device is in early stages of development.

 Once
 the design is finalized, we will be required to conduct additional pre-clinical testing, which may include additional benchtop or
 animal testing for safety and performance. Additionally, the FDA may require that we conduct human clinical studies.

 No FDA
 feedback has been sought or received by us to date on the regulatory/clinical process that may be required for spinal cord stimulation
 indication, but we expect regulatory PMA approval will require a more robust clinical process, human clinical data for a PMA (implanted
 system), depending on proposed indications for use.

 Future
 pre-clinical and clinical testing requirements for regulatory submission will continue to be evaluated as we develop the design of
 this product.

 Depth
 electrode chronic stimulation devices

 No design
 freeze.

 Bench
 top testing were successfully performed in 2021 and early 2022. We announced the results of these studies in the first quarter of
 2022.

 While
 this device remains in early development, we expect to work with clinicians to further refine our designs and continue testing in
 2023.

 Following
 a design freeze, we will be required to conduct additional pre-clinical testing, which may include additional benchtop or animal
 testing for safety and performance. Additionally, FDA-approved human clinical studies will most likely be required.

 No FDA
 feedback has been sought or received by us to date on the clinical process that will be required for chronic stimulation, but we
 expect regulatory approval for chronic stimulation may require a more robust clinical process, which could include a PMA with human
 clinical data. Because we have not yet met with the FDA, we cannot yet determine what clinical data and testing we will need to complete
 or what the testing will need to demonstrate. However, we believe, based on the experience of competitors for similar technology,
 that we will need to conduct clinical trials, which we estimate will require an investment of over $2,000,000.

 Mayo
Clinic and University of Wisconsin-Madison Studies

 Our
cortical technology for the diagnosis of epilepsy has been tested by doctors at Mayo Clinic in multiple pre-clinical tests conducted
from 2012 to 2017. In pre-clinical models, doctors examined the biological impact on mammalian brains. Polyimide substrate electrodes
(NeuroOne technology) were implanted on the pig's brain for one week alongside standard competitive electrodes. The tissue underneath
the two types of electrodes was removed, fixed, stained, and examined for immunological responses. The results of a histological (evaluation
of brain tissue under a microscope) analysis showed reduced immunological reaction to prolonged polyimide substrate implants (NeuroOne
technology) compared to standard silicone substrate clinical electrodes. Electrophysiological recordings showed data obtained from polyimide
electrodes which demonstrated the feasibility of high fidelity multi-scale electrophysiology while also displaying easier deployment
of polyimide electrodes (NeuroOne technology) through minimally invasive burr holes.

 Additionally,
doctors implanted our polyimide thin film electrodes on five human patients who were undergoing surgery to remove brain tissue for drug
resistant epilepsy. Electrophysiological recordings from the polyimide thin film technology displayed in each of these patients demonstrated
micro-seizure activity due to the high fidelity multi-scale electrophysiology. In December 2020, we announced the first human commercial
use of our Evo cortical electrode to perform recording, functional mapping and stimulation of the brain. In the procedure, performed
at the Mayo Clinic, our electrodes were used to record evidence of pre-seizure activity which may be critical in developing treatments
to prevent the onset of seizures.

 Conclusions
reached by the physicians at Mayo Clinic were that thin, flexible polyimide electrodes (NeuroOne technology) provided recordings similar
to standard clinical electrodes with reduced immunological response. In addition, Mayo Clinic physicians observed that the flexibility
of polyimide electrodes may reduce pain and swelling associated with implantation of the device, and the single wire exiting the skull
may reduce infection risk. The ability to record micro-seizure and single neuron brain activity may also provide additional useful clinical
data. Combined, these properties suggest that the replacement of current competitive silicone electrodes with polyimide substrate electrodes
(NeuroOne technology) for recording brain activity for epilepsy could provide enhanced clinical value with reduced cost, reduced infection
risk, and improved patient comfort.

 In
addition, our thin film cortical implant technology has been tested by researchers at the University of Wisconsin-Madison in multiple
pre-clinical animal studies conducted from 2006 to 2016, which included mice, rats and primates. In these studies, our technology was
able to record brain activity from different areas of the brain, was implanted in a minimally invasive fashion, electrically provided
brain stimulation and tissue ablation, and had increased flexibility compared to existing commercially available technology, which allowed
the grids to conform more easily to the brain surface (and may have reduced pain and swelling, compared to less flexible devices).

 Sales
and Marketing

 Zimmer
Development Agreement

 Based
on the size and maturity of the U.S. market and our initial commercial focus, on July 20, 2020, we entered into an exclusive development
and distribution agreement (the "Development Agreement") with Zimmer, pursuant to which we granted Zimmer exclusive global
rights to distribute NeuroOne's strip and grid cortical electrodes (the "Strip/Grid Products") and electrode cable
assembly products (the "Electrode Cable Assembly Products"), including to approximately 188 Level 4 epilepsy centers. Additionally,
we granted Zimmer the exclusive right and license to distribute certain depth electrodes developed by the Company ("SEEG Products",
and together with the Strip/Grid Products and Electrode Cable Assembly Products, the "Products"). The parties have agreed
to collaborate with respect to development activities under the Development Agreement through a joint development committee composed
of an equal number of representatives of Zimmer and the Company.

 Under
the terms of the Development Agreement, we are responsible for all costs and expenses related to developing the Products, and Zimmer
is responsible for all costs and expenses related to the commercialization of the Products. In addition to the Development Agreement,
Zimmer and the Company have entered into a Manufacturing and Supply Agreement (the "MS Agreement") and a supplier quality
agreement (the "Quality Agreement") with respect to the manufacturing and supply of the Products.

 Except
as otherwise provided in the Development Agreement, we are responsible for performing all development activities, including non-clinical
and clinical studies directed at obtaining regulatory approval of each Product. Zimmer has agreed to use commercially reasonable efforts
to promote, market and sell each Product following the "Product Availability Date" (as defined in the Development Agreement)
for such Product.

 Pursuant
to the Development Agreement, Zimmer made an upfront payment of $2.0 million to the Company in August 2020.

 In
August 2022, we entered into an amendment to the Development Agreement with Zimmer that provided us with a $3.5 million accelerated payment
relating to certain milestone events. In addition, Zimmer received a Warrant to purchase 350,000 shares of our Common Stock, with an
exercise price of $3.00 per share.

 The
Development Agreement will expire on the tenth anniversary of the date of the first commercial sale of the last of the Products to achieve
a first commercial sale, unless terminated earlier pursuant to its terms. Either party may terminate the Development Agreement (x) with
written notice for the other party's material breach following a cure period or (y) if the other party becomes subject to certain
insolvency proceedings. In addition, Zimmer may terminate the Development Agreement for any reason with 90 days' written notice,
and we may terminate the Development Agreement if Zimmer acquires or directly or indirectly owns a controlling interest in certain competitors
of the Company.

 We
will investigate markets outside of the U.S. with the assistance of Zimmer and formulate a plan to enter those markets with the support
of Zimmer.

 For
more information regarding the Development Agreement, see "Management's Discussion and Analysis of Financial Condition and
Results of Operations-Financial Overview-Collaborations Revenue" and "Note 7—Zimmer Development Agreement" included
in "Item 8—Financial Statements and Supplementary Data" in this Report.

 Reimbursement

 Coverage
in the United States

 Reimbursement
from private third-party healthcare payors and, to a lesser extent, Medicare will be an important element of our success. Although the
Centers for Medicare and Medicaid Services ("CMS") and third-party payors have adopted coverage policies for our targeted
indications, there is no guarantee this will continue at the same levels or at all in the future. Current Procedural Terminology, or
CPT, is a medical code set that is used to report medical, surgical and diagnostic procedures and services to entities such as physicians,
health insurance companies and accreditation organizations.

 Applicable
diagnostic CPT codes for mapping (diagnosing) the brain for diagnostic procedures are as follows:

 61531
 Subdural implantation of strip electrodes through one or more burr or trephine (saw) hole(s)
 for long-term seizure monitoring;

 61533
 Craniotomy with elevation of bone flap: for subdural implantation of an electrode array,
 for long term seizure monitoring;

 61535
 Craniotomy with elevation of bone flap; for removal of epidural or subdural electrode array,
 without excision of cerebral tissue (separate procedure); and

 61760
 Stereotactic implantation of depth electrodes into the cerebrum for long term seizure monitoring.

 Regarding
ICD-10 codes, the International Classification of Diseases, Tenth Edition (ICD-10) is a clinical cataloging system that went into effect
for the U.S. healthcare industry on October 1, 2015, after a series of lengthy delays. Accounting for modern advances in clinical treatment
and medical devices, ICD-10 codes offer many more classification options compared to those found in its predecessor, ICD-9. Within the
healthcare industry, providers, coders, IT professionals, insurance carriers, government agencies and others use ICD codes to properly
note diseases on health records, to track epidemiological trends and to assist in medical reimbursement decisions.

 ICD-10
codes for epilepsy are as follows:

 G40.0
 Localization-related (focal) (partial) idiopathic epilepsy and epileptic syndromes with seizures
 of localized onset;

 G40.1
 Localization-related (focal) (partial) symptomatic epilepsy and epileptic syndromes with
 simple partial seizures;

 G40.2
 Localization-related (focal) (partial) symptomatic epilepsy and epileptic syndromes with
 complex partial seizures;

 G40.3
 Generalized idiopathic epilepsy and epileptic syndromes;

 G40.A
 Absence epileptic syndrome;

 G40.4
 Other generalized epilepsy and epileptic syndromes;

 G40.50
 Epileptic seizures related to external causes, not intractable;

 G40.80
 Other epilepsy; and

 G40.82
 Epileptic spasms.

 We
believe that many of the indications we are pursuing with our technologies are currently reimbursed on a widespread basis by Medicare,
Medicaid and private insurance companies.

 Medicare,
Medicaid, health maintenance organizations and other third-party payors are increasingly attempting to contain healthcare costs by limiting
both coverage and the level of reimbursement of new medical devices, and, as a result, their coverage policies may be restrictive, or
they may not cover or provide adequate payment for our products. In order to obtain reimbursement arrangements, we may have to agree
to a net sales price lower than the net sales price we might charge in other sales channels. Our revenue may be limited by the continuing
efforts of government and third-party payors to contain or reduce the costs of healthcare through various increasingly sophisticated
means, such as requiring prospective reimbursement and second opinions, purchasing in groups, or redesigning benefits. Our future dependence
on the commercial success of our technologies makes us particularly susceptible to any cost containment or reduction efforts. Accordingly,
if government and other third-party payors do not provide adequate coverage and reimbursement for our products and the related insertion
and removal procedures, our financial performance will be negatively impacted.

 Manufacturing,
Supply and Quality Assurance

 We
currently outsource the supply and manufacture of all components of our prototypes of our technology under development. We plan to continue
with an outsourced manufacturing arrangement for the foreseeable future. Our third-party manufacturers are recognized in their field
for their competency to manufacture the respective portions of our system and have quality systems established that meet FDA requirements.
We believe at this time the manufacturers we currently utilize have sufficient capacity to meet our requirements. We believe that as
we increase our demand in the future, our per-unit costs will decrease materially. We have also identified capable second source manufacturers
and suppliers in the event of disruption from any of our primary vendors.

 Our
suppliers meet the latest ISO 13485 certification, which includes design control requirements. As a medical device developer, the facilities
of our sterilization and other critical suppliers are subject to periodic inspection by the FDA and corresponding state and foreign agencies.
We believe that our quality systems and those of our suppliers are robust and achieve high product quality. We plan to audit our suppliers
periodically to ensure conformity with the specifications, policies and procedures for our devices.

 Research
and Development

 Our
research and development team, which includes our Director of Electrode Development, utilizes advice from leading experts in the neurotech
field on our scientific advisory board and is focused on the development of thin film cortical grid and strip electrodes and depth electrodes
for recording, ablation and chronic stimulation for brain related disorders as well as stimulation for spinal cord stimulation for back
related pain. Our research and development expenses were $6.9 million and $4.9 million for the years ended September 30, 2023 and 2022,
respectively.

 Competition

 In
the market for Epilepsy diagnosis, our cortical strip, grid and depth electrode technology will likely compete with Integra Life Science's
Integra Epilepsy Strip, Grid and depth electrodes, which provide a similar function to our diagnostic technologies. These products are
well established in the marketplace and Integra has greater resources than us, which could allow them to innovate faster. Ad-Tech Medical
Instrument Corporation's Epilepsy/LTM (subdural grid, strip and depth) electrodes, which have become the market leaders for diagnostic
mapping in epilepsy, and PMT's Cortac Strips and grid electrodes and Depthalon depth electrodes are used for recording brain activity
similar to other competitive technologies. In addition, Dixie Medical has launched a product line of depth electrodes and CorTec has
launched a cortical electrode product line called AirRay. Today's success rates for seizure free post-operative conditions remain
at 50%, which has limited patients' willingness to undergo the currently highly invasive surgical procedure. We will also compete
against other companies in early stages of development of thin film technologies.

 In
the neuro-ablation market, we expect to compete with Medtronic's Visualase guided-laser ablation technology and Monteris Medical's
NeuroBlate technology, which use MRI guided laser surgical ablation for use to ablate, necrotize or coagulate soft tissue through interstitial
irradiation or thermal therapy in medicine and surgery in the discipline of neurosurgery with 1064 nm lasers. Their website claims it
is used for ablation in the brain for soft tissue and tumors. We believe there are other laser-based systems in development that will
compete with these technologies.

 In
the neurostimulation market, we expect to compete with NeuroPace's RNS system approved for epilepsy, Medtronic's Activa system
approved for Parkinson's disease, Boston Scientific Vercise (indicated for Parkinson's, dystonia and essential tremors),
Abbott/St. Jude Medical's Infinity DBS system (approved for Parkinson's disease and essential tremors), Liva Nova/Cyberonic's
VNS therapy intended for patients suffering with epilepsy.

 Although
we will face potential competition from many different sources, we believe that our technology, knowledge, experience and scientific
resources will provide us with competitive advantages. For a discussion of the key competitive factors that we believe will impact the
success of our cortical strip, grid electrodes under development, if successfully developed and approved, see "—Our Solution"
above.

 Many
of the companies against which we may compete in the future have significantly greater financial resources and expertise in research
and development, manufacturing, preclinical testing, conducting clinical trials, obtaining regulatory approvals and marketing approved
products than we do. Mergers and acquisitions in the pharmaceutical, biotechnology and diagnostic industries may result in even more
resources being concentrated among a smaller number of our competitors. Smaller or early stage companies may also prove to be significant
competitors, particularly through collaborative arrangements with large and established companies. These competitors also compete with
us in recruiting and retaining qualified scientific and management personnel and establishing clinical trial sites and subject registration
for clinical trials, as well as in acquiring technologies complementary to, or necessary for, our development.

 WARF
License

 In
January 2020, we entered into an Amended and Restated Exclusive Start-Up Company License Agreement, dated as of January 21, 2020, as
amended on June 15, 2020 (the "WARF License") with WARF, which amended and restated in full the Original WARF License. Pursuant
to the WARF License, WARF has granted to us an exclusive license to make, use and sell, in the United States only, products that employ
certain licensed patents for a neural probe array or thin-film micro electrode array and method. We have agreed to pay WARF a royalty
equal to a single-digit percentage of our product sales pursuant to the WARF License, with a minimum annual royalty payment of $50,000
for calendar year 2020, $100,000 for calendar year 2021 and $150,000 for calendar year 2022 and each calendar year thereafter that the
WARF License is in effect. The minimum annual royalty payment for calendar year 2020 in the amount of $50,000 was paid in January 2021.
If we or any of our sublicensees contest the validity of any licensed patent, the royalty rate will be doubled during the pendency of
such contest and, if the contested patent is found to be valid and would be infringed by us if not for the WARF License, the royalty
rate will be tripled for the remaining term of the WARF License.

 WARF
may terminate this license on 30 days' written notice, if we default on the payments of amounts due to WARF or fail to timely submit
development reports, actively pursue our development plan or breach any other covenant in the WARF License and fail to remedy such default
in 90 days or in the event of certain bankruptcy events involving us. WARF may also terminate the WARF License (i) on 90 days'
notice if we had failed to have commercial sales of one or more FDA-approved products under the WARF License by June 30, 2021 or (ii)
if, after royalties earned on sales begin to be paid, such earned royalties cease for more than four calendar quarters. The first commercial
sale occurred on December 7, 2020, prior to the June 30, 2021 deadline. The WARF License otherwise expires by its terms on the date that
no valid claims on the patents licensed thereunder remain. We expect the latest expiration of a licensed patent to occur in 2030.

 In
addition, WARF reserves the right to grant non-profit research institutions and government agencies non-exclusive licenses to practice
and use the inventions of the licensed patents for non-commercial research purposes, and we grant WARF a non-exclusive, sub licensable,
royalty-free right and license for non-commercial research purposes to use improvements to the licensed patents. In the event that we
discontinue use or commercialization of the licensed patents or improvements thereon, we must grant WARF an option to obtain a non-exclusive,
sub-licensable, royalty-bearing license to use the improvements for commercial purposes.

 See
"Risk Factors—Risks Related to Our Business-We depend on intellectual property licensed from WARF for our technology, including
our technology under development, and the termination of this license would harm our business" for additional information regarding
the WARF License.

 Mayo
Foundation for Medical Education and Research License and Development Agreement

 In
May 2017, we entered into an Amended and Restated License and Development Agreement, dated as of May 25, 2017 (the "Mayo Development
Agreement"), with Mayo Foundation for Medical Education and Research ("Mayo") to license worldwide (i) certain know
how for the development and commercialization of products, methods and processes related to flexible circuit thin film technology for
the recording of tissue and (ii) the products developed therefrom, and to partner with Mayo to assist the Company in the investigation,
research application, development and improvement of such technology. Mayo has agreed to assist us by providing access to certain individuals
at Mayo (the "Mayo Principal Investigators"), in developing our cortical thin film flexible circuit technology, including
prototype development, animal testing, protocol development for human and animal use, abstract development and presentation and access
to and license of any intellectual property that the Mayo Principal Investigators develop relating to the procedure.

 We
have agreed to pay Mayo a royalty equal to a single-digit percentage of our product sales pursuant to the Mayo Development Agreement.
Mayo may purchase any developed products licensed under the Mayo Development Agreement at the best price offered by us to the end user
in the prior year. The Mayo Development Agreement generally will expire in October 2034, unless the Mayo know-how and improvements under
the Mayo Development Agreement remain in use, and the Mayo Development Agreement may be terminated by Mayo for cause or under certain
circumstances.

 For
additional information regarding the Mayo Development Agreement, see "Risk Factors—Risks Related to Our Business—We
depend on our partnership with Mayo to license certain know how for the development and commercialization of our technology. Termination
of this partnership would harm our business, and even if this partnership continues, it may not be successful."

 Intellectual
Property

 Protection
of our intellectual property is a strategic priority for our business. We rely on a combination of patents, trademarks, copyrights, and
trade secrets as well as nondisclosure and assignment of invention agreements, material transfer agreements, confidentiality agreements
and other measures to protect our intellectual property and other proprietary rights.

 Patents

 As
of September 30, 2023, our patent estate consists of three issued United States patents licensed from WARF covering a neural probe array
and thin-film micro electrode array and method, a U.S. patent issued in October 2022 and a pending European patent application filed
by us and published in 2020 relating to improved neural depth electrodes, a pending U.S. patent application filed by us and published
in 2020 relating to agent-delivering neural electrodes in which a Notice of Allowance was issued in August 2023 (along with a second
pending U.S. patent application filed in 2023 relating to the same technology), pending U.S. and European patent applications published
in 2020 relating to minimally invasive electrodes (with a Notice of Allowance issued in September 2023 in the U.S. application), pending
U.S. and European patent applications published in 2021 relating to spinal cord stimulation systems and devices (with a Notice of Allowance
issued in October 2023 in the U.S. application), pending U.S. and European patent applications published in 2022 relating to methods
of making electrode probes, a pending U.S. patent application (and corresponding PCT application) published in 2023 relating to devices
having temperature sensors, a pending U.S. patent application (and corresponding PCT application) filed in 2023 relating to deformable
spinal cord stimulation devices, a pending U.S. patent application (and corresponding PCT application) filed in 2023 relating to spinal
cord stimulation device implantation methods, and a pending U.S. patent application (and corresponding PCT application) filed in 2023
relating to ablation probe and temperature sensing device systems. The licensed issued patents expire between 2025 and 2030, subject
to any patent extensions that may be available for such patents. The issued patent owned by NeuroOne expires in 2041. If a patent or
patents are issued on our additional pending patent applications, the resulting patents are projected to expire between 2038 and 2043.

 Our
patent applications may not result in issued patents, and any patents that have been issued or may be issued in the future may not protect
the commercially important aspects of our technology. Furthermore, the validity and enforceability of our issued patents may be challenged
by third parties and our patents could be invalidated or modified by the issuing governmental authority. Third parties may independently
develop technology that is not covered by our patents that is similar to, or competes with, our technology. In addition, our intellectual
property may be infringed or misappropriated by third parties, particularly in foreign countries where the laws and governmental authorities
may not protect our proprietary rights as effectively as those in the United States.

 The
medical device industry in general, and the recording, ablation and neurostimulation sector of this industry in particular, are characterized
by the existence of a large number of patents and frequent litigation based on assertions of patent infringement. We are aware of numerous
patents issued to third parties that may relate to the technology used in our business, including the design and manufacture of electrodes
and pulse generators, as well as methods for device placement. Each of these patents contains multiple claims, any one of which may be
independently asserted against us. The owners of these patents may assert that the manufacture, use, sale or offer for sale of our cortical
strip and grid electrodes infringe one or more claims of their patents. Furthermore, there may be additional patents issued to third
parties of which we are presently unaware that may relate to aspects of our technology that such third parties could assert against us
and materially and adversely affect our business. In addition, because patent applications can take many years to issue, there may be
patent applications that are currently pending and unknown to us, which may later result in issued patents that third parties could assert
against us and materially and adversely affect our business.

 Any
adverse determination in litigations or post grant trial proceedings at the Patent Office relating to intellectual property to which
we are or may become a party could subject us to significant liabilities to third parties or require us to seek licenses from third
parties, and could result in the cancellation and/or invalidation of our intellectual property. Furthermore, if a court finds that
we have willfully infringed a third party's intellectual property, we could be required to pay treble damages and/or attorney
fees for the prevailing party, in addition to other penalties. Although intellectual property disputes in the medical device area
are often settled through licensing or similar arrangements, costs associated with such arrangements can be substantial and often
require ongoing royalty payments. We may be unable to obtain necessary licenses on satisfactory terms, if at all. If we do not
obtain necessary licenses, we may not be able to redesign our products to avoid infringement; if we are able to redesign our
products to avoid infringement, we may not receive FDA approval in a timely manner. Adverse determinations in a judicial or
administrative proceeding or failure to obtain necessary licenses could prevent us from manufacturing and selling our products,
which could have a significant adverse impact on our business.

 Trademarks

 We
have registered U.S. trademarks for the trademarks "NEUROONE" and "EVO". We have a pending U.S. trademark application
for the trademark OneRF. We also have registered trademarks in the United Kingdom and the European Union for the trademark OneRF.

 Trade
Secrets

 We
also rely on trade secrets, technical know-how and continuing innovation to develop and maintain our competitive position. We seek to
protect such intellectual property and proprietary information by generally requiring our employees, consultants, contractors, scientific
collaborators and other advisors to execute non-disclosure and assignment of invention agreements upon the commencement of their employment
or engagement as the case may be. Our agreements with our employees prohibit them from providing us with any intellectual property or
proprietary information of third parties. We also generally require confidentiality agreements or material transfer agreements with third
parties that receive or have access to our confidential information, data or other materials. Notwithstanding the foregoing, there can
be no assurance that our employees and third parties that have access to our confidential proprietary information will abide by the terms
of their agreements. Despite the measures that we take to protect our intellectual property and confidential information, unauthorized
third parties may copy aspects of our products or obtain and use our proprietary information.

 Government
Regulation

 Our
cortical strip, grid and depth electrodes are medical devices subject to extensive and ongoing regulation by the FDA and the U.S. CMS.
Regulations cover virtually every critical aspect of a medical device company's business operations, including research activities,
product development, quality, manufacturing, supplier management and risk management, contracting, reimbursement, medical communications,
and sales and marketing. In the United States, the Federal Food, Drug and Cosmetic Act ("FDCA"), and the implementing regulations
of the FDA (specifically, 21 Code of Regulations (21 CFR Parts 801- labeling, 803 - medical device reporting, 807 - registration and
listing, subpart E premarket notification 510k, 812 - investigational device exemption, 814 - premarket approval and 820 - quality system
regulation) and applicable FDA issued guidance's govern product design and development, pre-clinical and clinical testing, premarket
clearance or approval, risk management, product manufacturing, quality systems, import and export, product labeling, product storage,
recalls and field safety corrective actions, advertising and promotion, product sales and distribution, and post-market clinical surveillance.
Our business is subject to federal, state, local and harmonized standards, such as ISO 13485, ISO 14971, and FDA's Quality System
Regulation ("QSR") contained in 21 CFR Part 820.

 Regulatory
Framework in the United States

 Device
classification

 The
FDA characterizes medical devices into one of three classes, Class I, II, and III. Regulatory control increases from Class I to Class
III. The device classification regulation defines the regulatory requirements for a general device type. Most Class I devices are exempt
from Premarket Notification under 510(k); most Class II devices require Premarket Notification under 510(k); and most Class III devices
require Premarket Approval.

 Class
I devices are subject to general controls including labeling. However, most such devices are exempt from pre-market notification. If
a device is exempted from any of the general controls, such exemption is stated in the classification regulation for that device. This
pertains to manufacturers' methods and documentation of the design, testing, production, control quality assurance, labeling, packaging,
sterilization, storage and shipping of products. Class II devices are subject to the same general controls but may be subject to special
controls such as performance standards, post-market surveillance, FDA guidance, or particularized labeling, and may also require clinical
testing prior to clearance. Class III devices are those for which insufficient information exists to assure safety and effectiveness
solely through general or special controls, including devices that support or sustain human life, are of substantial importance in preventing
impairment of human health, or which present a potential, unreasonable risk of illness or injury. Premarket Approval is required for
most Class III devices.

 Some
Class I and Class II devices are exempted by regulation from the pre-market notification requirement under Section 510(k) of the FDCA,
also referred to as a 510(k) clearance, but must meet the requirement of compliance with substantially all of the QSR. However, a pre-market
approval ("PMA application") is required for devices deemed by the FDA to pose the greatest risk, such as life-sustaining,
life-supporting or certain implantable devices, or those that are "not substantially equivalent" either to a device previously
cleared through the 510(k) process or to a "preamendment" Class III device in commercial distribution before May 28, 1976
when PMA applications were not required. The PMA approval process is more comprehensive than the 510(k) clearance process and typically
takes multiple years to complete.

 Based
on FDA classifications, our diagnostic cortical strip, grid and depth electrode and RF ablation technology are categorized by the FDA
as Class II devices that do not require clinical testing and can be filed as a 510(k), similar to existing competitive technology. The
Company expects that indications for treating epilepsy, Parkinson's and other patients suffering from motor related neurological
deficiencies via a permanent implant for chronic treatment will require a PMA process to commercially distribute in the United States.

 The 510(k)
clearance process

 Under
the 510(k) clearance process, the manufacturer must submit to the FDA a premarket notification, demonstrating that the device is "substantially
equivalent" to a legally marketed predicate device. A predicate device is a legally marketed device that is not subject to a PMA,
i.e., a device that was legally marketed prior to May 28, 1976 (pre-amendments device) and for which a PMA is not required, a device
that has been reclassified from Class III to Class II or I, or a device that was previously found substantially equivalent through the
510(k) process. To be "substantially equivalent," the proposed device must have the same intended use, indications for use
as the predicate device, and either have the same technological characteristics as the predicate device or have different technological
characteristics and not raise different questions of safety or effectiveness than the predicate device. Clinical data is sometimes required
to support substantial equivalence.

 After
a 510(k) premarket notification is submitted, the FDA determines whether to accept it for substantive review. If it lacks necessary information
for substantive review, the FDA will refuse to accept the 510(k) notification. If it is accepted for filing, the FDA begins a substantive
review. The FDA goal is to complete its review of a 510(k) notification within 90 calendar days of receiving the 510(k) notification.
As a practical matter, clearance often takes longer, and clearance is never assured. Although many 510(k) premarket notifications are
cleared without clinical data, the FDA may require further information, including clinical data, to make a determination regarding substantial
equivalence, which may significantly prolong the review process. If the FDA agrees that the device is substantially equivalent, it will
grant clearance to commercially market the device.

 If
the FDA determines that the device is not "substantially equivalent" to a predicate device, or if the device is automatically
classified into Class III, the device sponsor must then fulfill the more rigorous premarketing requirements of the PMA approval process,
or seek reclassification of the device through the De Novo process. The De Novo request provides a marketing pathway to classify novel
medical devices for which general controls alone, or general and special controls, provide reasonable assurance of safety and effectiveness
for the intended use, but for which there is no legally marketed predicate device. De Novo classification is a risk-based classification
process. The De Novo classification process is an alternate pathway to classify medical devices that are automatically classified into
Class III but which are low to moderate risk. A manufacturer can submit a Pre-submission for De Novo review if the manufacturer is unable
to identify an appropriate predicate device and the new device or new use of the device presents a moderate or low risk.

 After
a device receives 510(k) clearance, any modification that could significantly affect its safety or effectiveness, or that would constitute
a new or major change in its intended use, will require a new 510(k) clearance or, depending on the modification, could require a De
Novo device application and potentially a PMA application. The FDA requires each manufacturer to determine whether the proposed change
requires a new submission in the first instance, but the FDA can review any such decision and disagree with a manufacturer's determination.
Many minor modifications are accomplished by a letter-to-file in which the manufacture documents the change in an internal letter-to-file
based on adherence to FDA guidance on changes to an existing 510(k) device. The letter-to-file is in lieu of submitting a new 510(k)
to obtain clearance for such change. The FDA can always review these letters to file in an inspection. If the FDA disagrees with a manufacturer's
determination regarding whether a new premarket submission is required for the modification of an existing 510(k)-cleared device, the
FDA can require the manufacturer to cease marketing and/or recall the modified device until 510(k) clearance or approval of a De Novo
or PMA application is obtained. In addition, in these circumstances, the FDA can impose significant regulatory fines or penalties for
failure to submit the requisite application(s).

 The PMA
approval process

 Following
receipt of a PMA application, the FDA conducts an administrative review to determine whether the application is sufficiently complete
to permit a substantive review. If it is not, the agency will refuse to file the PMA. If it is, the FDA will accept the application for
filing and begin its review. The FDA has 180 days to review a filed PMA application, although the review of an application more often
occurs over a significantly longer period of time. During this review period, the FDA may request additional information or clarification
of information already provided, and the FDA may issue a major deficiency letter to the applicant, requesting the applicant's response
to deficiencies communicated by the FDA.

 Before
approving or denying a PMA, an FDA advisory committee may review the PMA at a public meeting and provide the FDA with the committee's
recommendation on whether the FDA should approve the submission, approve it with specific conditions, or not approve it. The FDA is not
bound by the recommendations of an advisory committee, but it considers such recommendations carefully when making decisions.

 Prior
to approval of a PMA, the FDA may conduct inspections of the clinical trial data and clinical trial sites, as well as inspections of
the manufacturing facility and processes. Overall, the FDA review of a PMA application generally takes between one and three years, but
may take significantly longer. The FDA can delay, limit or deny approval of a PMA application for many reasons, including:

 the
 device may not be safe, effective, reliable or accurate to the FDA's satisfaction;

 the
 data from pre-clinical studies and clinical trials may be insufficient to support approval;

 the
 manufacturing process or facilities may not meet applicable requirements; and

 changes
 in FDA approval policies or adoption of new regulations may require additional data.

 If
an FDA evaluation of a PMA application is favorable, the FDA will either issue an approval letter, or approvable letter, which usually
contains a number of conditions that must be met in order to secure final approval of the PMA. When and if those conditions have been
fulfilled to the satisfaction of the FDA, the agency will issue a PMA approval letter authorizing commercial marketing of a device, subject
to the conditions of approval and the limitations established in the approval letter. If the FDA's evaluation of a PMA application
or manufacturing facilities is not favorable, the FDA will deny approval of the PMA or issue a not approvable letter. The FDA also may
determine that additional tests or clinical trials are necessary, in which case the PMA approval may be delayed for several months or
years while the trials are conducted and data is submitted in an amendment to the PMA. The PMA process can be expensive, uncertain and
lengthy and a number of devices for which FDA approval has been sought by other companies have never been approved by the FDA for marketing.

 New
PMA applications or PMA supplements may be required for modifications to the manufacturing process, labeling, device specifications,
materials or design of a device that has been approved through the PMA process. PMA supplements often require submission of the same
type of information as an initial PMA application, except that the supplement is limited to information needed to support any changes
from the device covered by the approved PMA application and may or may not require as extensive technical or clinical data or the convening
of an advisory panel.

 Clinical
Trials

 Clinical
trials are typically required to support a PMA application and are sometimes required for a 510(k) clearance. These trials generally
require submission of an application for an Investigational Device Exemption ("IDE"), to the FDA. The IDE application must
be supported by appropriate data, such as animal and laboratory testing results, showing that it is safe to test the device in humans
and that the testing protocol is scientifically sound. The IDE application must be approved in advance by the FDA for a specified number
of patients, unless the product is deemed a non-significant risk device and eligible for abbreviated IDE requirements. Generally, clinical
trials for a significant risk device may begin once the IDE application is approved by the FDA and the study protocol and informed consent
are approved by appropriate institutional review boards at the clinical trial sites. The FDA's approval of an IDE allows clinical
testing to go forward, but it does not bind the FDA to accept the results of the trial as sufficient to prove the product's safety
and efficacy, even if the trial meets its intended success criteria. All clinical trials must be conducted in accordance with the FDA's
IDE regulations that govern investigational device labeling, prohibit promotion, and specify an array of recordkeeping, reporting and
monitoring responsibilities of study sponsors and study investigators. Clinical trials must further comply with the FDA's regulations
for institutional review board approval and for informed consent and other human subject protections. Required records and reports are
subject to inspection by the FDA. The results of clinical testing may be unfavorable or, even if the intended safety and efficacy success
criteria are achieved, may not be considered sufficient for the FDA to grant approval or clearance of a product. Clinical trials must
be entered into the clinical trials registry at clinicaltrials.gov.

 The
commencement or completion of any clinical trial may be delayed or halted, or be inadequate to support approval of a PMA application,
for numerous reasons, including, but not limited to, the following:

 the
 FDA or other regulatory authorities do not approve a clinical trial protocol or a clinical
 trial, or place a clinical trial on hold;

 patients
 do not enroll in clinical trials at the rate expected;

 patients,
 sponsor (NeuroOne) or study sites do not comply with trial protocols;

 patient
 follow-up is not at the rate expected;

 patients
 experience unanticipated adverse event;

 the
 data safety monitoring board determines the study should be placed on hold;

 patients
 die during a clinical trial, even though their death may not be related to the products that
 are part of our trial;

 institutional
 review boards and third-party clinical investigators may delay or reject the trial protocol;

 third-party
 clinical investigators decline to participate in a trial or do not perform a trial on the
 anticipated schedule or consistent with the clinical trial protocol, good clinical practices
 or other FDA requirements;

 the
 sponsor (NeuroOne) or third-party organizations do not perform data collection, monitoring
 and analysis in a timely or accurate manner or consistent with the clinical trial protocol
 or investigational or statistical plans;

 third-party
 clinical investigators have significant financial interests related to the sponsor (NeuroOne)
 or the study that the FDA deems to make the study results unreliable, or the company or investigators
 fail to disclose such interests;

 regulatory
 inspections of our clinical trials or manufacturing facilities, which may, among other things,
 require us to undertake corrective action or suspend or terminate our clinical trials;

 changes
 in governmental regulations or administrative actions;

 the
 interim or final results of the clinical trial are inconclusive or unfavorable as to safety
 or efficacy; and

 the
 FDA concludes that our trial design is inadequate to demonstrate safety and efficacy.

 Other
Regulatory Requirements

 Even
after a device receives clearance or approval and is placed in commercial distribution, numerous regulatory requirements apply. These
include:

 establishment
 registration and device listing;

 QSR,
 which requires manufacturers, including third party manufacturers, to follow stringent design,
 testing, risk management, production control, supplier/contractor selection, complaint handling,
 documentation and other quality assurance procedures during all aspects of the manufacturing
 process;

 labeling
 regulations that prohibit the promotion of products for uncleared, unapproved or "off-label"
 uses, and impose other restrictions on labeling, advertising and promotion;

 MDR
 regulations, which require that manufacturers report to the FDA if their device may have
 caused or contributed to a death or serious injury or malfunctioned in a way that would likely
 cause or contribute to a death or serious injury if the malfunction were to recur;

 voluntary
 and mandatory device recalls to address problems when a device is mislabeled or does not
 meet specifications and could be a risk to health; and

 corrections
 and removals reporting regulations, which require that manufacturers report to the FDA field
 corrections and product recalls or removals if undertaken to reduce a risk to health posed
 by the device or to remedy a violation of the FDCA that may present a risk to health.

 Also,
the FDA may require us to conduct post-market surveillance studies or establish and maintain a system for tracking our products through
the chain of distribution to the patient level. The FDA enforces regulatory requirements by conducting periodic, unannounced inspections
and market surveillance. Inspections may include the manufacturing facilities of our subcontractors.

 Failure
to comply with applicable regulatory requirements can result in enforcement actions by the FDA and other regulatory agencies. These may
include any of the following sanctions or consequences:

 warning
 letters or untitled letters that require corrective action;

 fines
 and civil penalties;

 unanticipated
 expenditures;

 delays
 in approving or refusal to approve future products;

 FDA
 refusal to issue certificates to foreign governments needed to export products for sale in
 other countries;

 suspension
 or withdrawal of FDA clearance or approval;

 product
 recall or seizure; interruption of production;

 operating
 restrictions;

 injunctions;
 and

 criminal
 prosecution.

 Our
contract manufacturers, specification developers and some suppliers of components or device accessories, also are required to manufacture
our products in compliance with current good manufacturing practice requirements set forth in the QSR. The QSR requires a quality system
for the design, risk management, manufacture, packaging, labeling, storage, installation and servicing of marketed devices, and it includes
extensive requirements with respect to quality management and organization, device design, buildings, equipment, purchase and handling
of components or services, production and process controls, packaging and labeling controls, device evaluation, distribution, installation,
complaint handling, servicing, and record keeping. The FDA evaluates compliance with the QSR through periodic unannounced inspections
that may include the manufacturing facilities of our subcontractors. If the FDA believes that any of our contract manufacturers or regulated
suppliers are not in compliance with these requirements, it can shut down such manufacturing operations, require a recall of our products,
refuse to approve new marketing applications, institute legal proceedings to detain or seize products, enjoin future violations or assess
civil and criminal penalties against us or our officers or other employees.

 The
Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and Similar Foreign and State Laws and Regulations
Affecting the Transmission, Security and Privacy of Health Information

 We
may also be subject to data privacy and security regulation by both the federal government and the states in which we conduct our business.
HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act, or HITECH, and their respective implementing
regulations, imposes specified requirements relating to the privacy, security and transmission of individually identifiable health information.
Among other things, HITECH makes HIPAA's security standards directly applicable to business associates, defined as service providers
of covered entities that create, receive, maintain or transmit protected health information in connection with providing a service for
or on behalf of a covered entity. HITECH also created four new tiers of civil monetary penalties and gave state attorneys general new
authority to file civil actions for damages or injunctions in federal courts to enforce the federal HIPAA laws and seek attorneys'
fees and costs associated with pursuing federal civil actions. In addition, many state laws govern the privacy and security of health
information in certain circumstances, many of which differ from HIPAA and each other in significant ways and may not have the same effect.

 Fraud
and Abuse Laws

 In
addition to FDA restrictions, there are numerous U.S. federal and state laws pertaining to healthcare fraud and abuse, including anti-kickback
laws and physician self-referral laws. Our relationships with healthcare providers and other third parties are subject to scrutiny under
these laws. Violations of these laws are punishable by criminal and civil sanctions, including, in some instances, imprisonment and exclusion
from participation in federal and state healthcare programs, including the Medicare, Medicaid and Veterans Administration health programs.

 Federal
Anti-Kickback and Self-Referral Laws

 The
federal Anti-Kickback Statute (the "Anti-Kickback Statute") prohibits persons from knowingly and willfully soliciting, receiving,
offering or providing remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, to induce
either the referral of an individual, or the furnishing, recommending, or arranging of a good or service, for which payment may be made
under a federal healthcare program such as Medicare and Medicaid or other federal healthcare programs. The term "remuneration"
has been broadly interpreted to include anything of value, including such items as gifts, discounts, the furnishing of supplies or equipment,
credit arrangements, waiver of payments and providing anything at less than its fair market value. Although there are a number of statutory
exceptions and regulatory safe harbors protecting some common activities from prosecution, the exceptions and safe harbors are drawn
narrowly. Practices that involve remuneration that may be alleged to be intended to induce prescribing, purchases or recommendations
may be subject to scrutiny if they do not qualify for an exception or safe harbor. Failure to meet all of the requirements of a particular
applicable statutory exception or regulatory safe harbor does not make the conduct per se illegal under the Anti-Kickback Statute. Instead,
the legality of the arrangement will be evaluated on a case-by-case basis based on a review of all its relevant facts and circumstances.
Several courts have interpreted the statute's intent requirement to mean that if any one purpose of an arrangement involving remuneration
is to induce referrals of (or purchases, or recommendations related to) federal healthcare covered business, the Anti-Kickback Statute
has been implicated and potentially violated.

 The
penalties for violating the Anti-Kickback Statute include imprisonment for up to five years, fines of up to $25,000 per violation and
possible exclusion from federal healthcare programs such as Medicare and Medicaid. Many states have adopted prohibitions similar to the
Anti-Kickback Statute, some of which do not have the same exceptions and apply to the referral of patients for healthcare services reimbursed
by any source, not only by the Medicare and Medicaid programs. Further, the Anti-Kickback Statute was amended by the Patient Protection
and Affordable Care Act ("ACA"). Specifically, as noted above, under the Anti-Kickback Statute, the government must prove
the defendant acted "knowingly" to prove a violation occurred. The ACA added a provision to clarify that with respect to
violations of the Anti-Kickback Statute, "a person need not have actual knowledge" of the statute or specific intent to commit
a violation of the statute. This change effectively overturns case law interpretations that set a higher standard under which prosecutors
had to prove the specific intent to violate the law. In addition, the ACA codified case law that a claim including items or services
resulting from a violation of the Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the federal civil False
Claims Act (the "False Claims Act").

 We
plan to provide the initial training to providers and patients necessary for appropriate use of our technology either through our own
educators or by contracting with outside educators that have completed an appropriate training course. Outside educators are reimbursed
for their services at fair market value.

 Noncompliance
with the Anti-Kickback Statute could result in our exclusion from Medicare, Medicaid or other governmental programs, restrictions on
our ability to operate in certain jurisdictions, and civil and criminal penalties.

 The
federal Physician Self-Referral Prohibition, commonly known as the "Stark Law," prohibits a physician from ordering "designated
health services," including durable medical equipment, for Medicare and Medicaid patients from entities with which the physician
(or an immediate family member) has a "financial relationship." Financial relationships include both compensation arrangements
and investment and ownership interests. Violation of the Stark Law could result in denial of payment, disgorgement of reimbursements
received under a noncompliant arrangement, civil penalties, and exclusion from Medicare, Medicaid or other governmental programs. We
believe that we have structured our provider arrangements to comply with current Stark Law requirements.

 Nevertheless,
a determination of liability under such laws could result in fines and penalties and restrictions on our ability to operate in these
jurisdictions.

 Additionally,
as some of these laws are still evolving, we lack definitive guidance as to the application of certain key aspects of these laws as they
relate to our arrangements with providers with respect to patient training. We cannot predict the final form that these regulations will
take or the effect that the final regulations will have on us. As a result, our provider and training arrangements may ultimately be
found to be not in compliance with applicable federal law.

 False
Claims Act

 The
False Claims Act provides, in part, that the federal government may bring a lawsuit against any person whom it believes has knowingly
presented, or caused to be presented, a false or fraudulent request for payment from the federal government, or who has made a false
statement or used a false record to get a claim approved. In addition, amendments in 1986 to the False Claims Act have made it easier
for private parties to bring "qui tam" whistleblower lawsuits against companies under the False Claims Act. Penalties include
fines ranging from $5,500 to $11,000 for each false claim, plus three times the amount of damages that the federal government sustained
because of the act of that person. Qui tam actions have increased significantly in recent years, causing greater numbers of healthcare
companies to have to defend a false claim action, pay fines or be excluded from Medicare, Medicaid or other federal or state healthcare
programs as a result of an investigation arising out of such action.

 There
are other federal anti-fraud laws that prohibit, among other actions, knowingly and willfully executing, or attempting to execute, a
scheme to defraud any healthcare benefit program, including private third-party payors, knowingly and willfully embezzling or stealing
from a healthcare benefit program, willfully obstructing a criminal investigation of a healthcare offense, and knowingly and willfully
falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement in connection
with the delivery of or payment for healthcare benefits, items or services.

 Additionally,
HIPAA established two federal crimes related to making false statements in relation to healthcare matters. The healthcare fraud statute
prohibits knowingly and willfully executing a scheme to defraud any healthcare benefit program, including private payors. A violation
of this statute is a felony and may result in fines, imprisonment or exclusion from government sponsored programs. The false statements
statute prohibits knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false, fictitious
or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services. A violation of this
statute is a felony and may result in fines or imprisonment.

 Civil
Monetary Penalties Law

 In
addition to the Anti-Kickback Statute and the False Claims Act, the federal government has the authority to seek civil monetary penalties,
or CMPs, assessments, and exclusion against an individual or entity based on a wide variety of prohibited conduct. For example, the Civil
Monetary Penalties Law authorizes the imposition of substantial CMPs against an entity that engages in activities including, but not
limited to: (1) knowingly presenting or causing to be presented, a claim for services not provided as claimed or which is otherwise false
or fraudulent in any way; (2) knowingly giving or causing to be given false or misleading information reasonably expected to influence
the decision to discharge a patient; (3) offering or giving remuneration to any beneficiary of a federal health care program likely to
influence the receipt of reimbursable items or services; (4) arranging for reimbursable services with an entity which is excluded from
participation from a federal health care program; (5) knowingly or willfully soliciting or receiving remuneration for a referral of a
federal health care program beneficiary; or (6) using a payment intended for a federal health care program beneficiary for another use.
The government is authorized to seek different amounts of CMPs and assessments based on underlying violation. For false or fraudulent
claims, the government may seek a penalty of up to $10,000 for each item or service improperly claimed, and an assessment of up to three
times the amount improperly claimed. For kickback violations, the government may seek a penalty of up to $50,000 for each improper act
and damages of up to three times the amount of remuneration at issue.

 State
Fraud and Abuse Provisions

 Many
states have also adopted some form of anti-kickback and anti-referral laws and a false claims act. We believe that we are in conformance
to such laws. Nevertheless, a determination of liability under such laws could result in fines and penalties and restrictions on our
ability to operate in these jurisdictions.

 Physician
Payment Sunshine Act

 Transparency
laws regarding payments or other items of value provided to healthcare providers and teaching hospitals may also impact our business
practices. The federal Physician Payment Sunshine Act requires most medical device manufacturers to report annually to the Secretary
of Human Health Services financial arrangements, payments, or other transfers of value made by that entity to physicians and teaching
hospitals. The payment information is made publicly available in a searchable format on a CMS website. Over the next several years, we
will need to dedicate significant resources to establish and maintain systems and processes in order to comply with these regulations.
Failure to comply with the reporting requirements can result in significant civil monetary penalties. Similar laws have been enacted
or are under consideration in foreign jurisdictions.

 Human
Capital

 As
of September 30, 2023, we had 16 employees, all of whom are full-time, eight of whom are engaged in research and development activities,
and all of whom are located in the United States. As of September 30, 2023, we also retained the services of approximately 9 regular
consultants. None of our employees are represented by a labor union or covered by a collective bargaining agreement. We consider our
relationship with our employees to be good. During our 2023 fiscal year, we had one employee resign.

 Corporate
Information

 Our
principal executive offices are located at 7599 Anagram Drive, Eden Prairie, Minnesota 55344, and our telephone number is 952-426-1383.
Our website address is www.nmtc1.com Information on our website is not part of this Annual Report.

 ITEM
1A. RISK FACTORS

 Summary
of Risk Factors

 The
risk factors summarized and detailed below could materially harm our business, operating results and financial condition, impair our
future prospects and cause the price of our common stock to decline. These are not all of the risks we face and other factors not presently
known to us or that we currently believe are immaterial may also affect our business if they occur. Material risks that may affect our
business, operating results and financial condition include, but are not necessarily limited to, those relating to:

 we
have incurred significant operating losses since inception and cannot assure you that we will ever achieve or sustain profitability;

 our
ability to continue our operations requires that we raise additional capital and our operations could be curtailed if we are unable to
obtain the additional funding as or when needed;

 we
will need to raise substantial additional funds in the future, and these funds may not be available on acceptable terms or at all. A
failure to obtain this necessary capital when needed could force us to delay, limit, scale back or cease some or all operations;

 medical
device development involves a lengthy and expensive process, with an uncertain outcome. We may incur additional costs or experience delays
in completing, or ultimately be unable to complete, the development and commercialization of any product;

 changes
in the configuration of our cortical strip, grid electrode and depth electrode technology under development may result in additional
costs or delay;

 if
we are unable to successfully develop, receive regulatory clearance/approval for and commercialize our technology and other products
under development, or if we experience significant delays in doing so, our business will be harmed;

 failure
to secure or retain coverage or adequate reimbursement for our cortical strip, grid electrode and depth electrode technology or future
versions thereof, including the implantation procedures, by third-party payors could adversely affect our business, financial condition
and operating results;

 if
our competitors are better able to develop and market products for the diagnosis and treatment of epilepsy, Parkinson's disease,
dystonia, essential tremors, chronic pain due to failed back surgeries and other related neurological disorders that are safer, more
effective, less costly, easier to use or otherwise more attractive than our cortical strip, grid electrode and depth electrode technology,
our business will be adversely impacted;

 the
size and future growth in the market for our cortical strip, grid electrode and depth electrode technology under development has not
been established with precision and may be smaller than we estimate, possibly materially;

 we
depend on intellectual property licensed from WARF for our technology under development, and the termination of this license would harm
our business;

 we
depend on our partnership with Mayo to license certain know how for the development and commercialization of our technology. Termination
of this partnership would harm our business, and even if this partnership continues, it may not be successful;

 even
if we have our cortical strip, grid electrode and depth electrode technology approved for commercial sale, if we are unable to expand
our sales and marketing infrastructure, we may not be successful in commercializing our cortical strip, grid electrode and depth electrode
technology in the United States;

 we
contract with third parties for the manufacture of our cortical strip, grid electrode and depth electrode technology under development
and expect to continue to do so for clinical trials and commercialization. Risks associated with the manufacturing of our products could
reduce our gross margins and negatively affect our operating results;

 if
we or our third-party suppliers or manufacturers fail to comply with the FDA's good manufacturing practice regulations, this could
impair our ability to market our products in a cost-effective and timely manner;

 potential
complications from our cortical strip, grid electrode and depth electrode technology that are currently unknown may come to light;

 if
there are significant disruptions in our information technology systems, our business, financial condition and operating results could
be adversely affected;

 we
have entered into, and may enter into collaborations, in-licensing arrangements, joint ventures, strategic alliances or partnerships
with third-parties that may not result in the development of commercially viable products or the generation of significant future revenues;

 our
future success depends on our ability to retain key executives and to attract, retain and motivate qualified personnel;

 we
have been the victim of a cyber-related crime and our controls may not be successful in avoiding further cyber-related crimes in the
future;

 our
ability to protect our intellectual property and proprietary technology is uncertain;

 we
may be subject to damages resulting from claims that we, or our employees, have wrongfully used or disclosed alleged trade secrets of
our competitors or are in breach of non-competition or non-solicitation agreements with our competitors;

 our
products and operations are subject to extensive governmental regulation, and failure to comply with applicable requirements could cause
our business to suffer;

 the
price of our Common Stock might fluctuate significantly, and you could lose all or part of your investment; and

 we
intend to issue more shares to raise capital, which will result in substantial dilution.

 Risks
Related to Our Business

 We
have incurred significant operating losses since inception and cannot assure you that we will ever achieve or sustain profitability.

 We
have incurred losses since inception, and as of September 30, 2023, we had an accumulated deficit of $62.7 million primarily as a result
of expenses incurred in connection with our operations and from our research and development programs. We expect to continue to incur
significant expenses and increasing operating costs resulting in net losses for the foreseeable future, and management has raised substantial
doubt about our ability to continue as a going concern. There was also substantial doubt about the Company's ability to continue
as a going concern as of and for the year ended September 30, 2022. To date, we have financed our operations primarily through debt and
equity financings, and our primary activities have been limited to, and our limited resources have been dedicated to, performing business
and financial planning, raising capital, recruiting personnel, negotiating with business partners and the licensors of our intellectual
property and conducting development activities.

 To
implement our business strategy we need to, among other things, develop an all-in-one diagnostic and therapeutic solution, successfully
complete the necessary testing and clinical trials required for regulatory approval of our technology for ablation and stimulation therapies,
gain approval for other brain or motor related disorders such as Parkinson's with the therapeutic technologies developed for epilepsy,
convince physicians and patients that our technology, if approved, represents an improvement over existing diagnostic or treatment options,
hire direct experienced sales representatives to market our technology, and engage in beneficial partnerships that can leverage our core
technology. We have never been profitable and do not expect to be profitable in the foreseeable future. We expect our expenses to increase
significantly as we pursue our objectives. The extent of our future operating losses and the timing of profitability are highly uncertain,
and we expect to continue incurring significant expenses and operating losses over the next several years. Our prior losses have had,
and will continue to have, an adverse effect on our stockholders' equity and working capital. Any additional operating losses may
have an adverse effect on our stockholders' equity, and we cannot assure you that we will ever be able to achieve profitability.
Even if we achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis. Our failure
to become and remain profitable would depress the value of our Company and could impair our ability to raise capital, expand our business,
maintain our development efforts, obtain regulatory approvals or continue our operations.

 We
have a limited operating history, making it difficult for you to evaluate our business and your investment.

 We
are an early-stage medical technology company developing comprehensive neuromodulation cEEG and sEEG monitoring, ablation, and brain
stimulation solutions to diagnose and treat patients with epilepsy, Parkinson's disease, dystonia, essential tremors, chronic pain
due to failed back surgeries and other related neurological disorders. Our operations are subject to all of the risks inherent in the
establishment of a new business enterprise, including but not limited to the absence of an operating history, lack of fully-developed
or commercialized products, insufficient capital, expected substantial and continual losses for the foreseeable future, limited experience
in dealing with regulatory issues, lack of manufacturing and marketing experience, need to rely on third parties for the development
and commercialization of our proposed products, a competitive environment characterized by well-established and well-capitalized competitors
and reliance on key personnel.

 From
our inception through September 30, 2023, we have generated limited revenue from the commercial sales of our products. Because we have
generated very limited revenues from commercialization, our operations to date have been principally financed through public and private
offerings of our Common Stock and convertible debt and exercises of options and warrants.

 Investors
are subject to all the risks incident to the creation and development of a new business and each investor should be prepared to withstand
a complete loss of his, her or its investment. Furthermore, the accompanying financial statements have been prepared assuming that we
will continue as a going concern. However, the factors included above raise substantial doubt about our ability to continue as a going
concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Our
Company has limited experience in medical device development and may not be able to successfully develop any device or therapy. Our ability
to become profitable depends primarily on: our ability to further develop our cortical strip, grid electrode and depth electrode technology,
our successful completion of all necessary pre-clinical testing and clinical trials on such technology, our ability to obtain clearance
or approval for such technology and successfully commercialize such technology, our ongoing research and development efforts, the timing
and cost of clinical trials, our ability to identify personnel with the necessary skill sets or enter into favorable alliances with third-parties
who can provide substantial capabilities in clinical development, regulatory affairs, sales, marketing and distribution and our ability
to obtain and maintain necessary intellectual property rights to such technology. Our limited experience in medical device development
may make it more difficult for us to complete these tasks.

 Even
if we successfully develop and market such technology, we may not generate sufficient or sustainable revenue to achieve or sustain profitability,
which could cause us to cease operations and cause you to lose all of your investment.

 Our
ability to continue our operations requires that we raise additional capital and our operations could be curtailed if we are unable to
obtain the additional funding as or when needed.

 Our
independent registered public accounting firm included an explanatory paragraph in the report on our financial statements as of and for
the years ended September 30, 2023 and 2022, respectively, noting the existence of substantial doubt about our ability to continue as
a going concern. At September 30, 2023, we had cash and cash equivalents in the aggregate of approximately $5.3 million. Our existing
cash, cash equivalents and short-term investments will not be sufficient to fund our operating expenses. To continue to fund operations,
we will need to secure additional funding. We may obtain additional financing in the future through the issuance of our Common Stock,
through other equity or debt financings or through collaborations or partnerships with other companies. We may not be able to raise additional
capital on terms acceptable to us, or at all.

 Adverse
global economic conditions could have a negative effect on our business, results of operations and financial condition and liquidity.

 A
general slowdown in the global economy, including a recession, or in a particular region or industry, an increase in trade tensions with
U.S. trading partners, inflation or a tightening of the credit markets could negatively impact our business, financial condition and
liquidity. Adverse global economic conditions have from time to time caused or exacerbated significant slowdowns in the industries and
markets in which we operate, which have adversely affected our business and results of operations. Macroeconomic weakness and uncertainty
also make it more difficult for us to accurately forecast revenue, gross margin and expenses, and may make it more difficult to raise
or refinance debt.

 Worldwide
economic and social instability could adversely affect our revenue, financial condition, or results of operations.

 Generally,
worldwide economic conditions remain uncertain, particularly due to the effects of the conflict between Russia and Ukraine and potentially
between Israel and Hamas, disruptions in the banking system and financial markets, lingering COVID-19 pandemic, increased inflation and
rising interest rates. The general economic and capital market conditions, both in the U.S. and worldwide, have been volatile in the
past and at times have adversely affected the Company's access to capital and increased the cost of capital. The capital and credit
markets may not be available to support future capital raising activity on favorable terms. If economic conditions decline, the Company's
future cost of equity or debt capital and access to the capital markets could be adversely affected. Our vendors and development partners
may experience financial difficulties or be unable to borrow money to fund their operations, which may adversely impact their ability
to purchase our products or to pay for our products on a timely basis, if at all. In addition, adverse economic conditions, such as recent
supply chain disruptions and labor shortages and persistent inflation, have affected, and may continue to adversely affect our suppliers'
ability to provide our manufacturers with materials and components, which may negatively impact our business. These economic conditions
make it more difficult for us to accurately forecast and plan our future business activities.

 We
will need to raise substantial additional funds in the future, and these funds may not be available on acceptable terms or at all. A
failure to obtain this necessary capital when needed could force us to delay, limit, scale back or cease some or all operations.

 The
continued growth of our business, including the development, regulatory approval and commercialization of our cortical strip, grid electrode
and depth electrode technology, will significantly increase our expenses going forward. As a result, we will be required to seek substantial
additional funds in the future. Our future capital requirements will depend on many factors, including:

 the
 cost of further developing our cortical strip, grid electrode and depth electrode technology;

 obtaining
 and maintaining regulatory clearance or approval for our cortical strip, grid electrode and
 depth electrode technology;

 the
 costs associated with commercializing our cortical strip, grid electrode and depth electrode
 technology;

 any
 change in our development priorities;

 the
 revenue generated by sales of our cortical strip, grid electrode and depth electrode technology;

 the
 costs associated with expanding our sales and marketing infrastructure for commercialization
 of our cortical strip grid electrode and depth electrode technology;

 any
 change in our plans regarding the manner in which we choose to commercialize any approved
 product in the United States;

 the
 cost of ongoing compliance with regulatory requirements;

 expenses
 we incur in connection with potential litigation or governmental investigations;

 expenses
 and costs we incur in connection with changes in the economy and regulatory process;

 the
 costs to develop additional intellectual property;

 anticipated
 or unanticipated capital expenditures; and

 unanticipated
 general and administrative expenses.

 As
a result of these and other factors, we do not know whether and the extent to which we may be required to raise additional capital. We
may in the future seek additional capital from public or private offerings of our capital stock, borrowings under credit lines or other
sources.

 We
may not be able to raise additional capital on terms acceptable to us, or at all. Any failure to raise additional capital could compromise
our ability to execute on our business plan, and we may be forced to liquidate our assets. In such a scenario, the values we receive
for our assets in liquidation or dissolution could be significantly lower than the values reflected in our financial statements.

 If
we issue additional equity or debt securities to raise additional funds, our existing stockholders may experience dilution, and the new
equity or debt securities may have rights, preferences and privileges senior to those of our existing stockholders. In addition, if we
raise additional funds through collaborations, licensing, joint ventures, strategic alliances, partnership arrangements or other similar
arrangements, it may be necessary to relinquish valuable rights to our potential future products or proprietary technologies or grant
licenses on terms that are not favorable to us.

 Changes
in the configuration of our cortical strip, grid electrode and depth electrode technology under development may result in additional
costs or delay.

 As
products are developed through pre-clinical testing and clinical trials towards approval and commercialization, it is common that various
aspects of the development program, such as manufacturing methods and configuration, are altered along the way in an effort to optimize
processes and results. Any changes we make carry the risk that they will not achieve the intended objectives. Any of these changes could
cause our products to perform differently and affect the results of planned clinical trials or other future clinical trials conducted
with the altered device. Such changes may also require additional testing, regulatory notification or regulatory approval. This could
delay completion of pre-clinical testing or clinical trials, increase costs, delay approval of our future products and jeopardize our
ability to commence sales and generate revenue.

 We
have two products, our cortical strip and grid electrodes and our sEEG electrode technology, which have each received 510(k) clearance
from the FDA. If we are unable to successfully develop, and receive regulatory clearance/approval for our other products under development,
or if we experience significant delays in doing so, our business will be harmed.

 Three
of our products have received 510(k) clearance from the FDA. Our Evo cortical electrode technology has received 510(k) clearance from
the FDA for recording, monitoring, and stimulating brain tissue on the surface of the brain for less than 30 days, and our Evo sEEG electrode
technology has received 510(k) clearance from the FDA for use (less than 30 days) with recording, monitoring, and stimulation equipment
for recording, monitoring, and stimulation of electrical signals at the subsurface level of the brain. Our OneRF ablation system has
received 510(k) clearance from the FDA for creation of radiofrequency lesions in nervous tissue for functional neurosurgical procedures.
None of our other products have received clearance or approval for commercial sale. Our ability to generate revenue from our developed
products, if any, will depend heavily on their successful development and regulatory approval.

 Before
obtaining marketing clearance or approval from regulatory authorities for the sale of our cortical strip, grid electrode and depth electrode
technology under development in the United States for certain indications, we must complete all pre-clinical testing, clinical trials
and other regulatory requirements necessitated by the FDA and demonstrate the performance and safety of our technology. Clinical testing
is expensive, difficult to design and implement, can take many years to complete and is inherently uncertain as to outcome. A failure
of one or more clinical trials can occur at any stage of testing. Further, the outcomes of completed clinical trials may not be predictive
of the success of later clinical trials, and interim results of a clinical trial do not necessarily predict final results. Clinical data
is often susceptible to varying interpretations and analyses, and many companies that have believed their products performed satisfactorily
in clinical trials have nonetheless failed to obtain marketing clearance or approval. We have limited resources to complete the expensive
process of medical device development, pre-clinical testing and clinical trials, putting us at a disadvantage, particularly compared
to some of our larger and established competitors, and we may not have sufficient resources to commercialize our products under development
in a timely fashion, if ever.

 We
may experience numerous unforeseen events during or as a result of clinical trials that could delay or prevent our ability to receive
marketing approval or commercialize our products, including:

 regulators
 may not authorize us or our investigators to commence a clinical trial or conduct a clinical
 trial at a prospective trial site;

 the
 failure to successfully complete pre-clinical testing requirements required by the FDA;

 we
 may experience delays in reaching, or fail to reach, agreement on acceptable clinical trial
 contracts with third parties or clinical trial protocols with prospective trial sites, the
 terms of which can be subject to extensive negotiation and may vary significantly among different
 trial sites;

 clinical
 trials of our cortical strip, grid electrode and depth electrode technology may produce negative
 or inconclusive results, including failure to demonstrate statistical significance, and we
 may decide, or regulators may require us, to conduct additional clinical trials or abandon
 our development programs;

 the
 number of people with brain related disorders required for clinical trials may be larger
 than we anticipate, enrollment in these clinical trials may be slower than we anticipate
 or people may drop out of these clinical trials or fail to return for post-treatment follow-up
 at a higher rate than we anticipate;

 our
 products may have unanticipated adverse events, undesirable side effects or other unexpected
 characteristics, causing us or our investigators, regulators or institutional review boards
 to suspend or terminate the trials;

 our
 third-party contractors conducting the clinical trials may fail to comply with regulatory
 requirements or meet their contractual obligations to us in a timely manner, or at all;

 regulators
 may require that we or our investigators suspend or terminate clinical development for various
 reasons, including noncompliance with regulatory requirements or a finding that the participants
 are being exposed to unacceptable health risks;

 the
 cost of clinical trials of our products may be greater than we anticipate;

 the
 supply or quality of our products or other materials necessary to conduct clinical trials
 of our products may be insufficient or inadequate; and

 delays
 from our suppliers and manufacturers could impact clinical trial completion and impact revenue.

 If
we are required to conduct additional clinical trials or other testing of our cortical strip, grid electrode and depth electrode technology
under development beyond those that we contemplate, if we are unable to successfully complete clinical trials, if the results of these
trials or tests are not favorable or if there are safety concerns, we may:

 not
 obtain marketing approval at all;

 be
 delayed in obtaining marketing approval for our cortical strip, grid electrode and depth
 electrode technology under development in a jurisdiction;

 be
 subject to additional post-marketing testing requirements; or

 have
 our cortical strip, grid electrode and depth electrode technology removed from the market
 after obtaining marketing approval.

 Our
development costs will also increase if we experience delays in testing or marketing approvals. We do not know whether any of our clinical
trials will begin as planned, will need to be restructured or will be completed on schedule, or at all. Significant clinical trial delays
also could allow our competitors to bring innovative products to market before we do and impair our ability to successfully commercialize
our products.

 Even
if we obtain regulatory clearance and/or approval for all of our products, we will remain subject to extensive regulatory scrutiny and
compliance obligations.

 Both
before and after a product is commercially released, we will have ongoing responsibilities under FDA regulations. We will also be subject
to periodic inspections by the FDA and comparable foreign authorities to determine compliance with regulatory requirements, such as the
Quality System Regulation, or QSR, of the FDA, medical device reporting regulations and regulations regarding notification, corrections,
and recalls. These inspections can result in observations or reports, warning letters or other similar notices or forms of enforcement
action. If the FDA concludes that we are not in compliance with applicable laws or regulations, or that any of our products are ineffective
or pose an unreasonable health risk, it could ban these products, suspend or cancel our marketing authorizations, impose "stop-sale"
and "stop-import" orders, detain or seize adulterated or misbranded products, order a recall, repair, replacement, correction
or refund of such products, or require us to notify health providers and others that the products present unreasonable risks of substantial
harm to the public health. Discovery of previously unknown problems with our product's design or manufacture may result in restrictions
on use, restrictions placed on us or our suppliers, or withdrawal of an existing regulatory clearance. The FDA may also impose operating
restrictions, enjoin and restrain certain violations of applicable law pertaining to medical devices, assess civil or criminal penalties
against our officers, employees or us, or recommend criminal prosecution of our Company. Adverse regulatory action may restrict us from
effectively marketing and selling our products. In addition, negative publicity and product liability claims resulting from any adverse
regulatory action could have a material adverse effect on our business, financial condition, and operating results.

 In
addition, even though we have obtained FDA clearance to market two of our products, and even if we obtain the proper regulatory approval
or clearance to market any additional products under development, the FDA has the power to require us to conduct post-market surveillance
studies, which are designed to identify adverse events, device malfunctions or complaints from patients implanted with the device during
a specified period after the commencement of commercial use in the U.S. The FDA may also require us to conduct post-approval studies
to further monitor the safety and/or effectiveness of our products. Failure to conduct required surveillance or studies in a timely manner
could result in the revocation of the approved PMA product that is subject to such a requirement and could also result in the recall
or withdrawal of the product, which would prevent us from generating sales from that product in the United States.

 We
may not be successful in commercializing our cortical strip, grid electrode and depth electrode.

 We
anticipate that we will derive nearly all of our U.S. revenue from the sales of our cortical strip, grid electrode and depth electrode
technology or future versions thereof.

 Moreover,
we expect the revenue opportunity for additional uses of our technology to be greater than the technology and uses that have currently
been cleared by the FDA, and so we believe our ability to generate significant revenue in the future will be dependent upon the receipt
of additional FDA clearances.

 Our
revenue will be dependent, in part, upon the size of the markets in which we gain regulatory approval, the accepted price for the product,
the ability to obtain coverage and reimbursement, and whether we own the commercial rights for that territory. If the number of people
we target is not as significant as we estimate or the treatment population is narrowed by competition, physician choice or treatment
guidelines, we may not generate significant revenue from sales of such products, even if approved.

 The
success of any products that we develop will depend on several factors, including:

 receipt
 of timely commercialization approvals from applicable regulatory authorities;

 our
 ability to procure and maintain suppliers and manufacturers of the components of our current
 cortical strip, grid electrode and depth electrode technology and future versions;

 market
 acceptance of our cortical strip, grid electrode and depth electrode technology by people
 with epilepsy, Parkinson's disease, dystonia, essential tremors, chronic pain due to
 failed back surgeries and other related neurological disorders, the medical community and
 third-party payors;

 our
 success in educating healthcare providers and people with epilepsy, Parkinson's disease,
 dystonia, essential tremors, chronic pain due to failed back surgeries and other related
 neurological disorders about the benefits, administration and use of our cortical strip,
 grid electrode and depth electrode technology and future versions;

 the
 prevalence and severity of adverse events and public health emergencies such as the COVID-19
 pandemic;

 the
 perceived advantages, cost, safety, convenience and accuracy of alternative therapies;

 obtaining
 and maintaining patent, trademark and trade secret protection and regulatory exclusivity
 for our cortical strip, grid electrode and depth electrode technology and otherwise protecting
 our rights in our intellectual property portfolio;

 maintaining
 compliance with regulatory requirements, including current good manufacturing practices;
 and

 obtaining
 and maintaining a continued acceptable performance and safety profile of our cortical strip,
 grid electrode and depth electrode technology.

 The
continuing development and commercialization of our products depends upon us maintaining strong relationships with academic and healthcare
institutions and professionals.

 If
we fail to maintain our strong working relationships with healthcare and academic institutions and their professionals such as the Mayo
Clinic, the Cleveland Clinic and Emory University, many of our products may not be developed and marketed in line with the needs and
expectations of the professionals who use and support our products, which could cause a decline in our earnings and profitability. The
development, marketing and sales of many of our products depends on our maintaining working relationships with healthcare institutions
and professionals. We rely on these professionals to provide us with considerable knowledge and experience regarding the development,
marketing and sale of our products. If we are unable to maintain strong relationships with these institutions and professionals, the
development and marketing of our products could suffer, which could have a material adverse effect on our business, results of operations,
financial condition, and cash flows.

 Our
success depends on our ability to continue to develop, commercialize and gain market acceptance for our cortical strip, grid electrode
and depth electrode technology.

 Our
current business strategy is highly dependent on developing and commercially launching our cortical strip, grid electrode and depth electrode
technology, and achieving and maintaining market acceptance. In order for us to sell cortical strip, grid electrode 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, we must convince them, their caregivers and healthcare providers that cortical strip, grid
electrode and depth electrode technology is an attractive alternative to competitive products for neuromodulation cEEG and sEEG recording,
ablation, and brain stimulation. Market acceptance and adoption of our cortical strip, grid electrode and depth electrode technology
depend on educating people with epilepsy, Parkinson's disease, dystonia, essential tremors, chronic pain due to failed back surgeries
and other related neurological disorders, as well as their caregivers and healthcare providers, and other perceived benefits of our cortical
strip, grid electrode and depth electrode technology as compared to competitive products. We may face challenges convincing physicians,
many of whom have extensive experience with competitors' products and established relationships with other companies, to appreciate
the benefits of our cortical strip, grid electrode and depth electrode technology and, in particular, our ability to successfully diagnose
and treat epilepsy, Parkinson's disease, dystonia, essential tremors, chronic pain due to failed back surgeries and other related
neurological disorders in a way that is superior to and differentiated from currently available technology, and adopt it for treatment
of their patients.

 Achieving
and maintaining market acceptance of cortical strip, grid electrode and depth electrode technology could be negatively impacted by many
factors, including:

 the
 failure of our cortical strip, grid electrode and depth electrode technology to achieve wide
 acceptance among people with epilepsy, Parkinson's disease, dystonia, essential tremors,
 chronic pain due to failed back surgeries and other related neurological disorders, their
 caregivers, healthcare providers, third-party payors and key opinion leaders in the community;

 lack
 of evidence supporting the performance criteria or other perceived benefits of our cortical
 strip, grid electrode and depth electrode technology over competitive products or other currently
 available technology;

 perceived
 risks associated with the use of our cortical strip, grid electrode and depth electrode technology
 or similar products or technologies generally;

 the
 introduction of competitive products and the rate of acceptance of those products as compared
 to our cortical strip, grid electrode and depth electrode technology;

 adverse
 results of clinical trials relating to our cortical strip, grid electrode and depth electrode
 technology or similar competitive products; and

 loss
 of regulatory clearance or approval for our cortical strip, grid electrode and depth electrode
 technology, adverse publicity or other adverse events including any product liability lawsuits.

 In
addition, our cortical strip, grid electrode and depth electrode technology may be perceived by people with epilepsy, Parkinson's
disease, dystonia, essential tremors, chronic pain due to failed back surgeries and other related neurological disorders, their caregivers
or healthcare providers to be more complicated or less effective than current technology, and people may be unwilling to change their
current regimens.

 Moreover,
we believe that healthcare providers tend to be slow to change their medical treatment practices because of perceived liability risks
arising from the use of new products and the uncertainty of third-party reimbursement. Accordingly, healthcare providers may not recommend
our cortical strip, grid electrode and depth electrode technology until, if ever, there is sufficient evidence to convince them to alter
the treatment methods they typically recommend, such as receiving recommendations from prominent healthcare providers or other key opinion
leaders in the community.

 If
we are not successful in convincing people with epilepsy, Parkinson's disease, dystonia, essential tremors, chronic pain due to
failed back surgeries and other related neurological disorders of the benefits of our cortical strip, grid electrode and depth electrode
technology, or if we are unable to achieve the support of caregivers and healthcare providers or widespread market acceptance for our
cortical strip, grid electrode and depth electrode technology, then our sales potential, strategic objectives and profitability could
be negatively impacted, which would adversely affect our business, financial condition and operating results.

 Failure
to secure or retain coverage or adequate reimbursement for our cortical strip, grid electrode and depth electrode technology or future
versions thereof, including the implantation procedures, by third-party payors could adversely affect our business, financial condition
and operating results.

 We
plan to derive nearly all of our revenue from sales of our cortical strip, grid electrode and depth electrode technology, in the United
States and expect to do so for the next several years. We anticipate a substantial portion of the purchase price of our cortical strip,
grid electrode and depth electrode technology will be paid for by third-party payors, including private insurance companies, preferred
provider organizations and other managed care providers. Patients who receive treatment for their medical conditions and their healthcare
providers generally rely on third-party payors to reimburse all or part of the costs associated with their medical treatment, including
healthcare providers' services. Coverage and adequate reimbursement from third-party payors, including governmental healthcare
programs, such as Medicare and Medicaid, and commercial payors, is critical to new product acceptance. Future sales of our cortical strip,
grid electrode and depth electrode technology will be limited unless people with epilepsy, Parkinson's disease, dystonia, essential
tremors, chronic pain due to failed back surgeries and other related neurological disorders can rely on third-party payors to pay for
all or part of the cost to purchase our cortical strip, grid electrode and depth electrode technology. Access to adequate coverage and
reimbursement for our cortical strip, grid electrode and depth electrode technology by third-party payors is essential to the acceptance
of our products by people with epilepsy, Parkinson's disease, dystonia, essential tremors, chronic pain due to failed back surgeries
and other related neurological disorders.

 In
the United States, a third-party payor's decision to provide coverage for our products does not imply that an adequate reimbursement
rate will be obtained. Further, one third-party payor's decision to cover our products does not assure that other payors will also
provide coverage for the products or will provide coverage at an adequate reimbursement rate. Healthcare providers may choose not to
order a product unless third-party payors pay a substantial portion of the product. Within and outside the United States, reimbursement
is obtained from a variety of sources, including government-sponsored and private health insurance plans. These third-party payors determine
whether to provide coverage and reimbursement for specific products and procedures. Coverage determinations and reimbursement levels
of both our products and the healthcare provider's performance of the insertion and removal procedures are critical to the commercial
success of our product, and if we are not able to secure positive coverage determinations and reimbursement levels for our products or
the insertion and removal procedures, our business would be materially adversely affected.

 In addition, there may be significant delays in
obtaining reimbursement, and coverage may be more limited than the purposes for which the product is cleared by the FDA or other foreign
regulatory authorities. Moreover, eligibility for reimbursement does not imply that any product will be paid for in all cases or at a
rate that covers our costs, including research, development, manufacture, sale and distribution. Payment rates may vary according to the
use of the product and the clinical setting in which it is used, may be based on payments allowed for lower cost products that are already
reimbursed, and may be incorporated into existing payments for other services. Net prices for products may be reduced by mandatory discounts
or rebates required by government healthcare programs or third-party payors and by any future relaxation of laws that presently restrict
imports of products from countries where they may be sold at lower prices than in the United States.

 Because there is generally no separate reimbursement
for medical devices and other supplies used in such procedures, including our cortical strip, grid electrode and depth electrode technology,
and because we believe that our cortical strip, grid electrode and depth electrode technology, if approved, would be adequately described
by existing DRG and ICD-9 codes for epilepsy surgery, some of our target customers may be unwilling to adopt our cortical strip, grid
electrode and depth electrode technology over more established or lower cost therapeutic alternatives already available or subsequently
become available. Further, any decline in the amount payors are willing to reimburse our customers for procedures using our cortical strip,
grid electrode and depth electrode technology could make it difficult for new customers to adopt our cortical strip, grid electrode and
depth electrode technology and could create additional pricing pressure for us, which could adversely affect our ability to invest in
and grow our business.

 Third-party payors, whether governmental or commercial,
are developing increasingly sophisticated methods of controlling healthcare costs. In addition, in the United States, no uniform policy
of coverage and reimbursement for medical device products and services exists among third-party payors. Therefore, coverage and reimbursement
for medical device products and services can differ significantly from payor to payor. In addition, payors continually review new technologies
for possible coverage and can, without notice, deny coverage for these new products and procedures. As a result, the coverage determination
process is often a time-consuming and costly process that will require us to provide scientific and clinical support for the use of our
products to each payor separately, with no assurance that coverage and adequate reimbursement will be obtained, or maintained if obtained.

 If sufficient coverage and reimbursement is not
available for our any product we develop, in the United States, the demand for our products and our revenues will be adversely affected.

 Reimbursement by Medicare is highly regulated
and subject to change.

 Medicare program is administered by the Centers
for Medicare and Medicaid Services, or CMS, which imposes extensive and detailed requirements on medical services providers, including,
but not limited to, rules that govern how we structure our relationships with physicians, and how and where we provide our solutions.
Our failure to comply with applicable Medicare rules could result in discontinuing the ability for physicians to receive reimbursement
as they will likely utilize our cortical strip, grid electrode and depth electrode technology under the Medicare payment program, civil
monetary penalties, and/or criminal penalties, any of which could have a material adverse effect on our business and revenues.

 If our competitors are better able to develop
and market products for the diagnosis and treatment of epilepsy, Parkinson's disease, dystonia, essential tremors, chronic pain
due to failed back surgeries and other related neurological disorders that are safer, more effective, less costly, easier to use or otherwise
more attractive than our cortical strip, grid electrode and depth electrode technology, our business will be adversely impacted.

 The medical device industry is highly competitive
and subject to technological change. Our success depends, in part, upon our ability to establish a competitive position in the market
for the diagnosis and treatment of epilepsy, Parkinson's disease, dystonia, essential tremors, chronic pain due to failed back surgeries
and other related neurological disorders by securing broad market acceptance of our cortical strip, grid electrode and depth electrode
technology. Any product we develop that achieves regulatory clearance or approval will have to compete for market acceptance and market
share. We believe that the primary competitive factors of our cortical strip, grid electrode and depth electrode technology will be: reduced
infections, ability to record additional brain activity, minimally invasive surgical procedure, ease of use and cost effectiveness. We
face significant competition in the United States and internationally, which we believe will intensify. For example, our major competitors
are: (i) in the market for diagnosis, PMT, Ad-Tec Medical and Integra Lifesciences, (ii) in the market for neuro-ablation, Medtronic and
Monteris Medical and (iii) in the market for neurostimulation, Medtronic, Boston Scientific, NeuroPace Biotronik and Abbott. Each of the
foregoing competitors has systems approved in the United States and certain foreign jurisdictions and has been established for several
years. We face a particular challenge overcoming the long-standing practices by some physicians of using the existing technology of our
larger, more established competitors. Physicians may be reluctant to try new products from a source with which they are less familiar.
If these physicians do not try to subsequently adopt our product, then we may never achieve profitability and such failure to adopt our
product could have a material adverse effect on our business, financial condition and operating results.

 In addition to facing competition from major competitors
and potentially our development partner, we may also face competition from other emerging competitors or smaller companies with active
development programs that may emerge in the future.

 Many of the companies developing or marketing
competing products enjoy several advantages over us, including:

 more experienced sales forces;

 greater name recognition;

 more established sales and marketing programs and distribution
networks;

 earlier regulatory clearance or approval in the United States
or foreign jurisdictions;

 long established relationships with physicians and hospitals;

 significant patent portfolios, including issued U.S. and
foreign patents and pending patent applications, as well as the resources to enforce patents against us or any of our third-party suppliers
and distributors;

 the ability to acquire and integrate our competitors and/or
their technology;

 demonstrated ability to develop product enhancements and
new product offerings;

 established history of product reliability, safety and durability;

 the ability to offer rebates or bundle multiple product offerings
to offer greater discounts or incentives;

 greater financial and human resources for product development,
sales, and marketing; and

 greater experience in and resources for conducting research
and development, clinical studies, manufacturing, preparing regulatory submissions, obtaining regulatory clearance or approval for products
and marketing approved products.

 Our competitors may develop and patent processes
or products earlier than us, obtain patents that may apply to us at any time, obtain regulatory clearance or approvals for competing products
more rapidly than us or develop more effective or less expensive products or technologies that render our technology or products obsolete
or less competitive. Furthermore, the frequent introduction by competitors of products that are, or claim to be, superior to our products
may create market confusion that may make it difficult to differentiate the benefits of our products over competitive products. In addition,
the entry of multiple new products may lead some of our competitors to employ pricing strategies that could adversely affect the pricing
of any product we may develop and commercialize. We also face fierce competition in recruiting and retaining qualified sales, scientific,
and management personnel, establishing clinical trial sites and enrolling patients in clinical studies. If our competitors are more successful
than us in these matters, our business may be harmed.

 The size and future growth in the market
for our cortical strip, grid electrode and depth electrode technology has not been established with precision and may be smaller than
we estimate, possibly materially. If our estimates and projections overestimate the size of this market, our sales growth may be adversely
affected.

 Our estimates of the size and future growth in
the market for our cortical strip, grid electrode and depth electrode technology, including the number of people with epilepsy, Parkinson's
disease, dystonia, essential tremors, chronic pain due to failed back surgeries and other related neurological disorders who may benefit
from and be amenable to using cortical strip, grid electrode and depth electrode technology for diagnosis and treatment, is based on a
number of internal and third-party studies, reports and estimates. In addition, our internal estimates are based in large part on current
treatment patterns by healthcare providers using current generation technology and our belief is that the incidence of epilepsy, Parkinson's
disease, dystonia, essential tremors, chronic pain due to failed back surgeries and other related neurological disorders in the United
States and worldwide is increasing. While we believe these factors have historically provided and may continue to provide us with effective
tools in estimating the total market for cortical strip, grid electrode and depth electrode technology, these estimates may not be correct
and the conditions supporting our estimates may change at any time, thereby reducing the predictive accuracy of these underlying factors.
The actual incidence of brain related disorders, and the actual demand for our products or competitive products, could differ materially
from our projections if our assumptions are incorrect. As a result, our estimates of the size and future growth in the market for cortical
strip, grid electrode and depth electrode technology may prove to be incorrect. If the actual number of people with brain related disorders
who would benefit from cortical strip, grid electrode and depth electrode technology and the size and future growth in the market for
cortical strip, grid electrode and depth electrode technology is smaller than we have estimated, it may impair our projected sales growth
and have an adverse impact on our business.

 We depend on intellectual property licensed
from WARF for our technology, including our technology under development, and the termination of this license would harm our business.

 WARF has granted us the WARF License, to make,
use and sell, in the United States only, products that employ certain licensed patents for a neural probe array or thin-film micro electrode
array and method. See "Business — WARF License" for additional information regarding our license agreement with WARF.

 WARF may terminate this license in the event that
we default on the payments of amounts due to WARF or fail to timely submit development reports, actively pursue our development plan or
breach any other covenant in the WARF License and fail to remedy such default in 90 days or in the event of certain bankruptcy events
involving us. WARF may also terminate this license if, after royalties earned on sales begin to be paid, such earned royalties cease for
more than four calendar quarters. The WARF License otherwise expires by its terms on the date that no valid claims on the patents licensed
thereunder remain.

 Disputes may arise between us and WARF regarding
intellectual property subject to this agreement, including with respect to: the scope of rights granted under the WARF License and other
interpretation-related issues; whether and the extent to which our technology and processes infringe on intellectual property of WARF
that is not subject to the WARF License; the amount and timing of milestones and royalty payments; the rights of WARF under the license;
our right to sublicense; and the ownership of inventions and know-how resulting from the WARF License. For example, if we or any of our
sublicensees for any reason contest the validity of any patent licensed under the WARF License, the royalty rate will be doubled during
the pendency of such contest and, if the contested patent is found to be valid and would be infringed by us if not for the WARF License,
the royalty rate will be tripled for the remaining term of the WARF License.

 Any disputes with WARF may prevent or impair our
ability to maintain our current licensing arrangement. We depend on the intellectual property licensed from WARF to develop our cortical
strip, grid electrode and depth electrode technology. The original license agreement entered into with WARF in 2014 required that we meet
certain milestones and make certain payments to WARF. We failed to do so and were in default under the original license agreement. Furthermore,
the LLC was not able to transfer the rights and obligations under the 2014 WARF Agreement to us at the time of the Merger without the
consent of WARF. As a result, in February 2017, we signed an amendment to the WARF License which, among other things, modified and removed
certain previous milestones and provided WARF's consent to such transfer. Because of this past breach, WARF may be less likely to
waive future defaults or breaches or further amend the WARF License in the future, to the extent we request any waiver or amendment. See
"Note 4 — Commitments and Contingencies" included in "Item 8 — Financial Statements and Supplementary
Data" in this Report.

 Termination of our license could result in the
loss of significant rights and would harm our ability to further develop our cortical strip, grid electrode and depth electrode technology.
In addition, WARF reserves the right to grant non-profit research institutions and government agencies non-exclusive licenses to practice
and use the inventions of the licensed patents for non-commercial research purposes, and we grant WARF a non-exclusive, sub-licensable,
royalty-free right and license for non-commercial research purposes to use improvements to the licensed patents. In the event that we
discontinue use or commercialization of the licensed patents or improvements thereon, we must grant WARF an option to obtain a non-exclusive,
sub-licensable royalty-bearing license to use the improvements for commercial purposes. Such rights, if exercised by WARF, could harm
our ability to develop and commercialize our cortical strip, grid electrode and depth electrode technology.

 We depend on our partnership with Mayo to
license certain know how for the development and commercialization of our technology. Termination of this partnership would harm our business,
and even if this partnership continues, it may not be successful.

 We have entered into the Mayo Development Agreement
to (i) exclusively license worldwide certain Mayo improvements for the development and commercialization of products, methods and processes
related to flexible circuit technology for the recording and stimulation of tissue and (ii) license, on a non-exclusive basis, worldwide
Mayo thin film electrode technology know-how for the development and commercialization of products, methods and processes related to flexible
circuit technology for the recording and stimulation of tissue. Mayo has agreed to assist the Company by providing access to the Mayo
Principal Investigators in developing a minimally invasive device/delivery system and procedure for a minimally invasive approach for
the implantation of any flexible circuit technology developed by the Company, including prototype development, animal testing, protocol
development for human and animal use, abstract development and presentation and access to and license of any intellectual property that
the Mayo Principal Investigators develop relating to the procedure. See "Business-Mayo Foundation for Medical Education and Research
License and Development Agreement" for additional information regarding our agreement with Mayo.

 The Mayo Development Agreement generally will
expire in October 2034, unless the Mayo know-how and improvements under the Mayo Development Agreement remain in use, and the Mayo Development
Agreement may be terminated by Mayo for cause or under certain circumstances. Mayo and the Company may not be successful in their efforts
to develop any product, method, process, device, delivery system or minimally invasive approach by such expiration date or termination,
if at all. If no such minimally invasive device or delivery system and procedure for minimally invasive approach is developed, the Company
may never receive regulatory approval of its cortical strip, grid electrode and depth electrode technology under development or the market
may never accept such technology, if approved.

 Disputes may arise between us and Mayo regarding
intellectual property subject to the Mayo Development Agreement or other matters, including with respect to: the scope of rights granted
under the agreement and other interpretation-related issues; the amount and timing of payments; the rights and obligations of Mayo under
the license agreement; and the ownership of inventions and know-how resulting from the joint creation or use of intellectual property
by Mayo and us.

 Any disputes with Mayo may prevent or impair our
ability to maintain our current arrangement. We depend on the intellectual property licensed from and development assistance from Mayo
to develop our cortical strip, grid electrode and depth electrode technology. We cannot assure you that we will be able to continue to
comply with the Mayo Development Agreement. In fact, the original license and development agreement entered into with Mayo in 2014 required
that, upon the Merger with the LLC, we make certain payments and issue shares of Common Stock to Mayo, which we failed to do at such time.
We signed the Mayo Development Agreement in May 2017, which, among other things, modified or removed certain provisions of the original
agreement, including those we breached. In addition, pursuant to the Mayo Development Agreement signed in May 2017, we agreed to pay Mayo
a cash payment of approximately $92,000 on the earlier of September 30, 2017 or the date we raise a minimum amount of financing. We did
not make this payment by September 30, 2017 and breached this provision of the Mayo Development Agreement. Mayo granted us an extension
of this deadline to December 31, 2017, and we made this payment within such extended deadline. Because of our past breach, Mayo may be
less likely to waive future defaults or breaches or further amend the Mayo Development Agreement in the future, to the extent we request
any waiver or amendment. Termination of the Mayo Development Agreement could result in the loss of significant rights and would harm our
ability to further develop our technology.

 We depend on a limited number of third-party
suppliers for the components of our cortical strip, grid electrode and depth electrode technology, and the loss of any of these suppliers,
or their inability to provide us with an adequate supply of materials, could harm our business.

 We rely on third-party suppliers to supply and
manufacture the components of our cortical strip, grid electrode and depth electrode technology. For our business strategy to be successful,
our suppliers must be able to provide us with components in sufficient quantities, in compliance with regulatory requirements and quality
control standards, in accordance with agreed upon specifications, at acceptable costs and on a timely basis. Future increases in sales
of our cortical strip and sheet electrode technology, if approved, whether expected or unanticipated, could strain the ability of our
suppliers to deliver an increasingly large supply of components and our cortical strip, grid electrode and depth electrode technology
in a manner that meets these various requirements.

 We use a small number of suppliers of components
for our products. Depending on a limited number of suppliers exposes us to risks, including limited control over pricing, availability,
quality and delivery schedules. We may not have long-term supply agreements with our suppliers and, in many cases, we may make our purchases
on a purchase order basis. Our ability to purchase adequate quantities of components or our products may be limited and we may not be
able to convince suppliers to make components and products available to us. Additionally, our suppliers may encounter problems that limit
their ability to supply components or manufacture products for us, including financial difficulties, damage to their manufacturing equipment
or facilities, product discontinuations, or complications due to worldwide economic and social instability. As a result, there is a risk
that certain components could be discontinued and no longer available to us. We may be required to make significant "last time"
purchases of component inventory that is being discontinued by the supplier to ensure supply continuity. If we fail to obtain sufficient
quantities of high quality components to meet demand for our products in a timely manner or on terms acceptable to us, we would have to
seek alternative sources of supply. Because of factors such as the proprietary nature of our products, our quality control standards and
regulatory requirements, we may not be able to quickly engage additional or replacement suppliers for some of our critical components.
Failure of any supplier to deliver components at the level our business requires could disrupt the manufacturing of our products and,
if approved, limit our ability to meet our sales commitments, which could harm our reputation and adversely affect our business.

 We may not procure volumes sufficient to receive
favorable pricing, which could impact our gross margins if we are unable to pass along price differences to our customers. Recent global
economic cost inflation trends could unfavorably impact pricing from our suppliers.

 Furthermore, vandalism, terrorism or a natural
or other disaster, such as an earthquake, fire or flood, could damage or destroy equipment, our inventory of component supplies or finished
products, cause substantial delays in development or our operations, result in the loss of key information, and cause us to incur additional
expenses. We maintain Liability insurance and Property Casualty insurance, but it may not be adequate to fully cover our losses in any
particular case. In addition, regardless of the level of insurance coverage, damage to our or our suppliers' facilities could harm
our business, financial condition and operating results.

 We may also have difficulty obtaining similar
components from other suppliers that are acceptable to the FDA or other regulatory agencies, and the failure of any supplier to comply
with strictly enforced regulatory requirements could expose us to regulatory action including warning letters, product recalls, and termination
of distribution, product seizures or civil penalties. It could also require us to cease using the components, seek alternative components
or technologies and modify our products to incorporate alternative components or technologies, which could result in a requirement to
seek additional regulatory approvals. Any disruption of this nature or increased expenses could harm our development, approval or commercialization
efforts and adversely affect our operating results.

 We contract with third parties for the manufacture
of our cortical strip, grid electrode and depth electrode technology, including our under development and expect to continue to do so
for clinical trials and commercialization. Risks associated with the manufacturing of our products could reduce our gross margins and
negatively affect our operating results.

 We currently rely, and expect to continue to rely,
on third parties for the manufacture of our cortical strip, grid electrode and depth electrode technology. Therefore, our business strategy
depends on our third-party manufacturers' ability to manufacture our cortical strip, grid electrode and depth electrode technology
and future generations thereof in sufficient quantities and on a timely basis so as to meet consumer demand, while adhering to product
quality standards, complying with regulatory requirements and managing manufacturing costs. To date, we have only manufactured small quantities
of our cortical electrodes. As a result, we currently have limited data and experience regarding the quality, reliability and timeliness
of our third-party manufacturers.

 We are subject to numerous risks relating to the
manufacturing capabilities of our third-party manufacturers, including:

 quality or reliability defects;

 inability to secure product components in a timely manner,
in sufficient quantities or on commercially reasonable terms;

 failure to increase production to meet demand;

 inability to modify production lines to enable us to efficiently
produce future products or implement changes in current products in response to regulatory requirements;

 difficulty identifying and qualifying alternative manufacturers
in a timely manner;

 inability to manufacture product components cost-effectively;

 inability to establish agreements with future third-party
manufacturers or to do so on acceptable terms;

 potential damage to or destruction of our manufacturers'
equipment or facilities;

 failure to complete sterilization on time or in compliance
with the required regulatory standards;

 transportation and import and export risk;

 delays in analytical results or failure of analytical techniques
that we will depend on for quality control and release of products;

 natural disasters, labor disputes, financial distress, raw
material availability, issues with facilities and equipment or other forms of disruption to business operations affecting our manufacturers
or suppliers; or

 latent defects that may become apparent after products have
been released and that may result in a recall of such products.

 These risks are likely to be exacerbated by our
limited experience with our cortical strip, grid electrode and depth electrode technology and its manufacturing process. As demand for
our products increases, our third-party suppliers will need to invest additional resources to purchase components, hire and train employees,
and enhance their manufacturing processes. If our manufacturers fail to increase production capacity efficiently, our sales may not increase
in line with our expectations and our operating margins could fluctuate or decline. In addition, manufacturing any future versions of
our cortical strip, grid electrode and depth electrode technology may require the modification of production lines, the identification
of new manufacturers for specific components, or the development of new manufacturing technologies. It may not be possible for us to manufacture
these products at a cost or in quantities sufficient to make any future versions of our cortical strip, grid electrode and depth electrode
technology commercially viable.

 Potential complications from our cortical
strip, grid electrode and depth electrode technology that are currently unknown may come to light.

 Based on our industry experience and the experience
of the physicians that use products similar to our cortical strip, grid electrode and depth electrode technology, complications from use
of our cortical strip, grid electrode and depth electrode technology may include post-operative hemorrhage, infection, brain inflammation,
brain tissue necrosis, inability to accurately localize the epileptogenic focus (the area of the cerebral cortex responsible for causing
epileptic seizures), neurologic deficit (abnormal function of a body area due to weaker function of the brain, spinal cord, muscles or
nerves, such as abnormal reflexes, inability to speak and decreased sensation) and extra axial fluid collections (fluid that occurs in
the brain after surgery). If these or unanticipated complications or side-effects result from the use of our cortical strip, grid electrode
and depth electrode technology, our product development may be delayed, we may not be able to obtain regulatory clearance or approval
for certain products, we could be subject to liability and, even for cleared/approved products, our technology would not be widely adopted.
We cannot assure you that use, even for a limited time, would not result in unanticipated complications, even after the device is removed.

 Undetected errors or defects in our cortical
strip, grid electrode and depth electrode technology under development or future versions thereof could harm our reputation, decrease
the market acceptance of our cortical strip, grid electrode and depth electrode technology or expose us to product liability claims adversely
affecting our financial condition and results of operations or liquidity.

 Our cortical strip, grid electrode and depth electrode
technology may contain undetected errors or defects. As a result, we may be subject to warranty and liability claims for damages related
to errors or defects in such products. A material liability claim or other occurrence that harms our reputation or decreases market acceptance
of our cortical strip, grid electrode and depth electrode technology could harm our business and operating results. This risk exists even
if a device is cleared or approved for commercial sale and manufactured in facilities licensed and regulated by the FDA or an applicable
foreign regulatory authority. Our products are designed to affect, and any future products will be designed to affect, important bodily
functions and processes. Any side effects, manufacturing defects, misuse or abuse associated with our cortical strip, grid electrode and
depth electrode technology or future versions thereof could result in patient injury or death. The medical device industry has historically
been subject to extensive litigation over product liability claims, and we cannot offer any assurance that we will not face product liability
lawsuits. Our clinical and commercial product liability insurance coverage may not be sufficient to cover claims that may be made against
us. In addition, we may not be able to maintain insurance coverage at a reasonable cost, or in sufficient amounts or scope, to protect
us against losses. Any claims against us, regardless of their merit, could severely harm our financial condition, strain our management
team and other resources, and adversely impact or eliminate the prospects for commercialization of the product candidate, or sale of the
product, which that is the subject of any such claim.

 The sale and use of our cortical strip, grid electrode
and depth electrode technology or future versions thereof could lead to the filing of product liability claims if someone were to allege
that our cortical strip, grid electrode and depth electrode technology or one of our products contained a design or manufacturing defect.
A product liability claim could result in substantial damages and be costly and time consuming to defend, either of which could materially
harm our business or financial condition. Product liability claims may be brought against us by patients, healthcare providers or others
selling or otherwise coming into contact with our products, among others. If we cannot successfully defend ourselves against product liability
claims, we will incur substantial liabilities and reputational harm. In addition, regardless of merit or eventual outcome, product liability
claims may result in:

 litigation;

 distraction of management's attention from our primary business;

 the inability to commercialize our cortical strip, grid electrode and depth electrode technology;

 decreased demand;

 damage to our business reputation;

 product recalls or withdrawals from the market;

 withdrawal of clinical trial participants;

 substantial monetary awards or settlements to patients or other claimants; or

 loss of revenue.

 Product liability lawsuits and claims, safety
alerts or product recalls, with or without merit, could cause us to incur substantial costs, delay our product development efforts, place
a significant strain on our financial resources, divert the attention of management from our core business, harm our reputation, increase
our product liability insurance rates, once we obtain such insurance, or prevent us from securing such insurance coverage in the future
and adversely affect our ability to attract and retain customers, if approved, any of which could harm our business, financial condition
and operating results.

 We currently maintain commercial product liability
insurance with an aggregate limit of $5,000,000. We cannot be assured that such insurance would adequately protect our assets from the
financial impact of defending a product liability claim because these policies typically have substantial deductibles. Product liability
claims in excess of applicable insurance coverage would negatively impact our business, financial condition and operating results. Insurance
coverage varies in cost and can be difficult to obtain, and we cannot guarantee that we will be able to obtain insurance coverage in the
future on terms acceptable to us or at all.

 We depend on sophisticated information technology
systems, and any breach or disruption affecting these systems could adversely affect our business, financial condition and operating results.

 The efficient operation of our business depends
on our information technology systems, which we use to manage product development tasks, research and development data and accounting
and financial functions. In the future, we may rely on our information technology systems for inventory management and technical support
functions. Our information technology systems are vulnerable to damage or interruption from earthquakes, fires, floods, other natural
disasters, terrorist attacks, attacks by computer viruses or hackers, power losses, and computer system or data network failures.

 In addition, our data management application and
a variety of our software systems are hosted by third-party service providers whose security and information technology systems are subject
to similar risks. If our, or our third-party service provider's, security systems are breached or fail, unauthorized persons may
be able to obtain access to sensitive data.

 To the extent that any disruption or security
breach were to result in a loss of, or damage to, our data or applications, or inappropriate disclosure of confidential or proprietary
information, we could incur liability. The failure of our or our service providers' information technology systems or our transmitter's
software to perform as we anticipate or our failure to effectively implement new information technology systems could disrupt our entire
operation, adversely affect our products, or result in delays in our product development, clinical trial or commercialization efforts,
increased overhead costs and damage our reputation. Any of these results could negatively affect our business, financial condition and
operating results.

 Zimmer has exclusive global rights to distribute
our strip and grid cortical electrodes and electrode cable assembly products. Zimmer's failure to timely develop or commercialize
these products would have a material adverse effect on our business and operating results. Further, our inability to agree with Zimmer
on dates of completion for product development, regulatory clearance and commercialization milestones on which various fee payments to
the Company are based under the Zimmer Development Agreement could have a material adverse impact on our financial and operating results.

 The Company granted Zimmer an exclusive global
right to distribute our strip and grid cortical electrodes and electrode cable assembly products. Additionally, we granted Zimmer the
exclusive right and license to distribute certain depth electrodes developed by the Company. The collaboration with Zimmer may not be
successful due to several factors, including the following:

 Zimmer may not be able to obtain from us or manufacture our
products in a timely or cost-effective manner;

 Zimmer may not timely perform its obligations under the Zimmer
Development Agreement;

 Zimmer may fail to effectively commercialize our products;
or

 contractual disputes or other disagreements between us and
Zimmer, including those regarding the development, manufacture, and commercialization of our products, interpretation of the Zimmer Development
Agreement, and ownership of proprietary rights.

 Any of the foregoing could adversely impact the
likelihood and timing of any payments we are eligible to receive under the Zimmer Development Agreement. The Company is reliant on Zimmer
to drive the commercialization and sales of our products. If Zimmer does not perform its obligations under the Zimmer Development Agreement,
we may be forced to incur material expenses to build a sales organization and infrastructure to market our products which sales would
be substantially delayed and could result in a material adverse effect on our business, results of operations and prospects and would
likely cause our stock price to decline.

 We have entered into, and may enter into
additional collaborations, in-licensing arrangements, joint ventures, strategic alliances or partnerships with third-parties that may
not result in the development of commercially viable products or the generation of significant future revenues.

 In the ordinary course of our business, we may
enter into collaborations, in-licensing arrangements, joint ventures, strategic alliances, partnerships or other arrangements to develop
products and to pursue new markets. Proposing, negotiating and implementing collaborations, in-licensing arrangements, joint ventures,
strategic alliances or partnerships may be a lengthy and complex process. Other companies, including those with substantially greater
financial, marketing, sales, technology or other business resources, may compete with us for these opportunities or arrangements. We may
not identify, secure, or complete any such transactions or arrangements in a timely manner, on a cost-effective basis, on acceptable terms
or at all. We have limited institutional knowledge and experience with respect to these business development activities, and we may also
not realize the anticipated benefits of any such transaction or arrangement. In particular, these collaborations may not result in the
development of products that achieve commercial success or result in significant revenues and could be terminated prior to developing
any products.

 Additionally, we may not be in a position to exercise
sole decision making authority regarding the transaction or arrangement, which could create the potential risk of creating impasses on
decisions, and our future collaborators may have economic or business interests or goals that are, or that may become, inconsistent with
our business interests or goals. It is possible that conflicts may arise with our collaborators, such as conflicts concerning the achievement
of performance milestones, or the interpretation of significant terms under any agreement, such as those related to financial obligations
or the ownership or control of intellectual property developed during the collaboration. If any conflicts arise with any future collaborators,
they may act in their self-interest, which may be adverse to our best interest, and they may breach their obligations to us. In addition,
we may have limited control over the amount and timing of resources that any future collaborators devote to our or their future products.
Disputes between us and our collaborators may result in litigation or arbitration which would increase our expenses and divert the attention
of our management. Further, these transactions and arrangements will be contractual in nature and will generally be terminable under the
terms of the applicable agreements and, in such event, we may not continue to have rights to the products relating to such transaction
or arrangement or may need to purchase such rights at a premium.

 If we enter into in-bound intellectual property
license agreements, we may not be able to fully protect the licensed intellectual property rights or maintain those licenses. Future licensors
could retain the right to prosecute and defend the intellectual property rights licensed to us, in which case we would depend on the ability
of our licensors to obtain, maintain and enforce intellectual property protection for the licensed intellectual property. These licensors
may determine not to pursue litigation against other companies or may pursue such litigation less aggressively than we would. Further,
entering into such license agreements could impose various diligence, commercialization, royalty or other obligations on us. Future licensors
may allege that we have breached our license agreement with them, and accordingly seek to terminate our license, which could adversely
affect our competitive business position and harm our business prospects.

 We have been the victim of a cyber-related
crime and our controls may not be successful in avoiding further cyber-related crimes in the future.

 In January 2023, we were the victim of a business
email compromise fraud which resulted in our incurring a loss of approximately $0.1 million. We have worked with law enforcement authorities
and the banks involved in the wire transfer to pursue recovery of the $0.1 million, but at this time we do not expect that we will be
able to recover such funds. Enhancements have been made to our controls relating to electronic payments by or for us that we believe will
reduce our risk of becoming a victim of future frauds related to our payments, including by wire transfers. However, cyber-related criminal
activities continue to evolve and increase in sophistication, frequency and severity. As a result, the control enhancements that have
been made, and any additional enhancements that may be made in the future, to our controls may not be successful in avoiding our becoming
a victim to further cyber-related crimes.

 Risks Related to our Intellectual Property

 Our ability to protect our intellectual
property and proprietary technology is uncertain.

 The medical device market in which we operate
is largely technology driven. We rely primarily on patent, trademark and trade secret laws, as well as confidentiality and non-disclosure
agreements, to protect our intellectual property and proprietary technologies. We continue to review new technological developments in
order to make decisions about what additional filings would be the most appropriate for us. We also plan to seek patent protection for
our proprietary technology in select countries internationally. If we fail to timely file a patent application in any jurisdiction, we
may be precluded from doing so at a later date. Furthermore, we cannot assure you that any patent application will be approved in a timely
manner or at all. The rights granted to us under our patents, and the rights we are seeking to have granted in our pending patent applications,
may not be meaningful or provide us with any commercial advantage. In addition, those rights could be opposed, contested or circumvented
by our competitors, or be declared invalid or unenforceable in judicial or administrative proceedings. The failure of our patents to adequately
protect our technology might make it easier for our competitors to offer the same or similar products or technologies. Even if we are
successful in receiving patent protection for certain products and processes, our competitors may be able to design around our patents
or develop products that provide outcomes which are comparable to ours without infringing our intellectual property rights. Due to differences
between foreign and U.S. patent laws, our patented intellectual property rights may not receive the same degree of protection in foreign
countries as they would in the United States. Even if patents are granted outside the United States, effective enforcement in those countries
may not be available.

 We rely on our trademarks and trade names to distinguish
our products from the products of our competitors, and have registered or applied to register many of these trademarks. For example, we
have a registered U.S. trademark for the "EVO" trademark. We cannot assure you that our trademark applications will be approved
in a timely manner or at all. Third parties also may oppose our trademark applications, or otherwise challenge our use of the trademarks.
In the event that our trademarks are successfully challenged, we could be forced to rebrand our products, which could result in loss of
brand recognition, and could require us to devote additional resources to marketing new brands. Further, we cannot assure you that competitors
will not infringe upon our trademarks, or that we will have adequate resources to enforce our trademarks.

 We also rely on trade secrets, know-how and technology,
which are not protectable by patents, to maintain our competitive position. We try to protect this information by entering into confidentiality
agreements and intellectual property assignment agreements with our officers, employees, temporary employees and consultants regarding
our intellectual property and proprietary technology. In the event of unauthorized use or disclosure or other breaches of those agreements,
we may not be provided with meaningful protection for our trade secrets or other proprietary information. In addition, our trade secrets
may otherwise become known or be independently discovered by competitors. To the extent that our commercial partners, collaborators, employees
and consultants use intellectual property owned by others in their work for us, disputes may arise as to the rights in the related or
resulting know-how and inventions. If any of our trade secrets, know-how or other technologies not protected by a patent were to be disclosed
to or independently developed by a competitor, our business, financial condition and results of operations could be materially adversely
affected.

 If a competitor infringes upon one of our patents,
trademarks or other intellectual property rights, enforcing those patents, trademarks and other rights may be difficult and time-consuming.
Patent law relating to the scope of claims in the industry in which we operate is subject to rapid change and constant evolution and,
consequently, patent positions in our industry can be uncertain. Even if successful, litigation to defend our patents and trademarks against
challenges or to enforce our intellectual property rights could be expensive and time consuming and could divert management's attention
from managing our business. Moreover, we may not have sufficient resources or desire to defend our patents or trademarks against challenges
or to enforce our intellectual property rights. Litigation also puts our patents at risk of being invalidated or interpreted narrowly
and our patent applications at risk of not issuing. Additionally, we may provoke third-parties to assert claims against us. We may not
prevail in any lawsuits that we initiate and the damages or other remedies awarded, if any, may not be commercially valuable. The occurrence
of any of these events may harm our business, financial condition and operating results.

 There is limited market awareness of our
technology, and we may not be able to establish or strengthen our brand.

 There is currently limited market awareness of
our technology. We believe that establishing and strengthening our brand is critical to achieving widespread acceptance of our cortical
strip, grid electrode and depth electrode technology. Promoting and positioning our brand, and increasing market awareness of our technology,
will depend largely on the success of our marketing efforts and our ability to provide physicians with a reliable product for successful
treatment of brain-related disorders. Additionally, we believe the quality and reliability of our product is critical to building physician
support in the United States, and any negative publicity regarding the quality or reliability of our cortical strip, grid electrode and
depth electrode technology could significantly damage our reputation in the market. Further, given the established nature of our competitors,
it is likely that our future marketing efforts will require us to incur significant additional expenses. These brand promotion activities
may not yield increased sales and, even if they do, any sales increases may not offset the expenses we incur to promote our brand. If
we fail to successfully promote and maintain our brand, or if we incur substantial expenses in an unsuccessful attempt to promote and
maintain our brand, our cortical strip, grid electrode and depth electrode technology may not be accepted by physicians, which would adversely
affect our business, results of operations and financial condition.

 We could become subject to patent litigation
that could be costly, result in the diversion of management's time and efforts, stop our development and commercialization measures
or require us to pay damages.

 Our success will depend in part on not infringing
the patents or violating the other proprietary rights of third-parties. Significant litigation regarding patent rights exists in our industry.
Our competitors in both the United States and abroad, many of which have substantially greater resources and have made substantial investments
in competing technologies, may have applied for or obtained or may in the future apply for and obtain, patents that will prevent, limit
or otherwise interfere with our ability to make and sell our products. The large number of patents, the rapid rate of new patent issuances,
and the complexities of the technology involved increase the risk of patent litigation.

 In the future, we could receive communications
from various industry participants alleging our infringement of their intellectual property rights. Any potential intellectual property
litigation could force us to do one or more of the following:

 stop selling our products or using technology that contains
the allegedly infringing intellectual property;

 incur significant legal expenses;

 pay substantial damages to the party whose intellectual property
rights we are allegedly infringing;

 redesign those products that contain the allegedly infringing
intellectual property; or

 attempt to obtain a license to the relevant intellectual
property from third-parties, which may not be available on reasonable terms or at all, and if available, may be non-exclusive, thereby
giving our competitors access to the same technology.

 Patent litigation can involve complex factual
and legal questions, and its outcome is uncertain. Any litigation or claim against us, even those without merit, may cause us to incur
substantial costs, and could place a significant strain on our financial resources, divert the attention of management from our core business
and harm our reputation. Further, as the number of participants in the neurostimulation market increases, the possibility of intellectual
property infringement claims against us increases.

 We may be subject to damages resulting from
claims that we, or our employees, have wrongfully used or disclosed alleged trade secrets of our competitors or are in breach of non-competition
or non-solicitation agreements with our competitors.

 Some of our current or future employees may have
previously been employed at other medical device companies, including those that are our direct competitors or could potentially be our
direct competitors. We may be subject to claims that we, or our employees, have inadvertently or otherwise used or disclosed trade secrets
or other proprietary information of these former employers or competitors. In addition, we may in the future be subject to allegations
that we caused an employee to breach the terms of his or her non-competition or non-solicitation agreement. Litigation may be necessary
to defend against these claims.

 There can be no assurance that this type of litigation
will not occur, and any future litigation or the threat thereof may adversely affect our ability to hire additional employees. A loss
of key personnel or their work product could hamper or prevent our ability to commercialize our cortical strip, grid electrode and depth
electrode technology or future versions thereof, which could have an adverse effect on our business, financial condition and operating
results.

 Intellectual property rights do not necessarily
address all potential threats to our competitive advantage.

 The degree of future protection afforded by our
intellectual property rights is uncertain because intellectual property rights have limitations, and may not adequately protect our business,
or permit us to maintain our competitive advantage. The following examples are illustrative:

 others may be able to make devices that are the same as or
similar to our cortical strip, grid electrode and depth electrode technology but that are not covered by the claims of the patents that
we own;

 we or any collaborators might not have been the first to
make the inventions covered by the issued patents or pending patent applications that we own;

 we might not have been the first to file patent applications
covering certain of our inventions;

 others may independently develop similar or alternative technologies
or duplicate any of our technologies without infringing our intellectual property rights;

 it is possible that our pending patent applications will
not lead to issued patents;

 issued patents that we own may not provide us with any competitive
advantages, or may be held invalid or unenforceable as a result of legal challenges;

 we might enforce our patent rights or defend a challenge
to our issued patents or pending application, putting the patents and patent applications at risk of being invalidated or interpreted
narrowly;

 our competitors might conduct research and development activities
in the United States and other countries that provide a safe harbor from patent infringement claims for certain research and development
activities, as well as in countries where we do not have patent rights, and then use the information learned from such activities to
develop competitive products for sale in our major commercial markets; and

 we may not develop additional proprietary technologies that
are patentable.

 Risks Related to our Legal and Regulatory Environment

 Our products and operations are subject
to extensive governmental regulation, and any adverse regulatory action may materially adversely affect our financial condition and business
operations.

 Our medical devices and technologies and business
activities, including marketing, manufacturing, sales and development processes, are subject to regulation by the FDA, U.S. Department
of Justice, Health and Human Services - Office of Inspector General, and other federal and state, governmental authorities. These governmental
authorities enforce laws and regulations that are meant to assure product safety and effectiveness, including the regulation of, among
other things:

 product design and development;

 pre-clinical studies and clinical trials;

 product safety;

 establishment registration and product listing;

 labeling, content and language of instructions for use and
storage;

 marketing, manufacturing, sales and distribution;

 pre-market clearance or approval;

 servicing and post-market surveillance;

 record-keeping procedures;

 product import and export;

 advertising and promotion; and

 recalls and field safety corrective actions.

 The regulations to which we are subject are complex
and have tended to become more stringent over time. Regulatory changes could result in restrictions on our ability to carry on or expand
our operations, higher than anticipated costs or lower than anticipated revenues.

 Failure to comply with applicable regulations
could jeopardize our ability to sell our products and result in enforcement actions such as fines, civil penalties, injunctions, warning
letters, recalls of products, delays in the introduction of products into the market, refusal of the regulatory agency or other regulators
to grant future clearances or approvals, and the suspension or withdrawal of existing approvals by such regulatory agencies. Any of these
sanctions could result in higher than anticipated costs or lower than anticipated sales and harm our reputation, business, financial condition
and operating results.

 A recall of our products, or the discovery
of serious safety issues with our products, could have a significant negative impact on us.

 The FDA has the authority to require the recall
of commercialized products in the event of material deficiencies or defects in design or manufacture or in the event that a product poses
an unacceptable risk to health. Our third-party suppliers may, under their own initiative, recall a product if any material deficiency
in a device is found. A government-mandated or voluntary recall by us or one of our third-party distributors, if any, could occur as a
result of an unacceptable risk to health, component failures, manufacturing errors, design or labeling defects or other deficiencies and
issues. Recalls of any of our products would divert managerial and financial resources and have an adverse effect on our reputation, financial
condition and operating results, which could impair our ability to produce our products in a cost-effective and timely manner.

 Further, under the FDA's medical device
reporting regulations, we are required to report to the FDA any incident in which our product may have caused or contributed to a death
or serious injury or in which our product malfunctioned and, if the malfunction were to recur, would likely cause or contribute to death
or serious injury. Repeated product malfunctions may result in a voluntary or involuntary product recall, which could divert managerial
and financial resources, impair our ability to manufacture our products in a cost-effective and timely manner and have an adverse effect
on our reputation, financial condition and operating results.

 Any adverse event involving our products could
result in future voluntary corrective actions, such as recalls or customer notifications, or regulatory agency action, which could include
inspection, mandatory recall or other enforcement action. Any corrective action, whether voluntary or involuntary, will require the dedication
of our time and capital, distract management from operating our business and may harm our reputation and financial results.

 We are subject to additional federal, state
and foreign laws and regulations relating to our healthcare business; our failure to comply with those laws could have an adverse impact
on our business.

 Although we will not provide healthcare services,
submit claims for third-party reimbursement, or receive payments directly from government health insurance programs or other third-party
payors for our cortical strip, grid electrode and depth electrode technology, we are subject to healthcare fraud and abuse regulation
and enforcement by federal, state and foreign governments, which could adversely impact our business. Healthcare fraud and abuse and health
information privacy and security laws potentially applicable to our operations include, but are not limited to:

 the Anti-Kickback Statute, which will apply to our marketing
practices, educational programs, pricing policies and relationships with healthcare providers, by prohibiting, among other things, soliciting,
receiving, offering or providing remuneration intended to induce the purchase or recommendation of an item or service reimbursable under
a federal healthcare program, such as the Medicare or Medicaid programs. A person or entity does not need to have actual knowledge of
this statute or specific intent to violate it to have committed a violation;

 federal civil and criminal false claims laws and civil monetary
penalty laws, including civil whistleblower or qui tam actions that prohibit, among other things, knowingly presenting, or causing to
be presented, claims for payment or approval to the federal government that are false or fraudulent, knowingly making a false statement
material to an obligation to pay or transmit money or property to the federal government or knowingly concealing or knowingly and improperly
avoiding or decreasing an obligation to pay or transmit money or property to the federal government. The government may assert that a
claim including items or services resulting from a violation of the Anti-Kickback Statute constitutes a false or fraudulent claim for
purposes of the false claims statutes;

 HIPAA, and its implementing regulations, which created federal
criminal laws that prohibit, among other things, executing a scheme to defraud any healthcare benefit program or making false statements
relating to healthcare matters. A person or entity does not need to have actual knowledge of these statutes or specific intent to violate
them;

 HIPAA, as amended by the Health Information Technology for
Economic and Clinical Health Act of 2009, and their implementing regulations, also imposes certain regulatory and contractual requirements
regarding the privacy, security and transmission of individually identifiable health information;

 federal "sunshine" requirements imposed by the
ACA on device manufacturers regarding any "transfer of value" made or distributed to physicians and teaching hospitals. Failure
to submit required information may result in civil monetary penalties of up to an aggregate of $150,000 per year (or up to an aggregate
of $1 million per year for "knowing failures"), for all payments, transfers of value or ownership or investment interests
that are not timely, accurately, and completely reported in an annual submission. Manufacturers must submit reports by the 90th day of
each subsequent calendar year;

 federal consumer protection and unfair competition laws,
which broadly regulate marketplace activities and activities that potentially harm consumers; and

 state law equivalents of each of the above federal laws, such as anti-kickback and false claims laws that
may apply to items or services reimbursed by any third-party payor, including commercial insurers; state laws that require device companies
to comply with the industry's voluntary compliance guidelines and the relevant compliance guidance promulgated by the federal government
or otherwise restrict payments that may be made to healthcare providers; state laws that require device manufacturers to report information
related to payments and other transfers of value to physicians and other healthcare providers or marketing expenditures; and state laws
governing the privacy and security of certain health information, many of which differ from each other in significant ways and often are
not preempted by HIPAA.

 The risk of our being found in violation of these
laws and regulations is increased by the fact that the scope and enforcement of these laws is uncertain, many of them have not been fully
interpreted by the regulatory authorities or the courts, their provisions are open to a variety of interpretations, or they vary country
by country. We are unable to predict what additional federal, state or foreign legislation or regulatory initiatives may be enacted in
the future regarding our business or the healthcare industry in general, or what effect such legislation or regulations may have on us.
Federal, state or foreign governments may (i) impose additional restrictions or adopt interpretations of existing laws that could have
a material adverse effect on us or (ii) challenge our current or future activities under these laws. Any of these challenges could impact
our reputation, business, financial condition and operating results.

 If our operations are found to be in violation
of any of the laws described above or any other governmental regulations that apply to us now or in the future, we may be subject to penalties,
including civil and criminal penalties, damages, fines, disgorgement of profits, exclusion from governmental health care programs, and
the curtailment or restructuring of our operations, any of which could adversely affect our ability to operate our business and our financial
results. Any federal, state or foreign regulatory review to which we may become subject, regardless of the outcome, would be costly and
time-consuming.

 For example, to enforce compliance with the federal
laws, the U.S. Department of Justice, or DOJ, has recently increased its scrutiny of interactions between healthcare companies and healthcare
providers, which has led to a number of investigations, prosecutions, convictions and settlements in the healthcare industry. Dealing
with investigations can be time and resource consuming and can divert management's attention from our core business. Additionally,
if we settle an investigation with law enforcement or other regulatory agencies, we may be forced to agree to additional onerous compliance
and reporting requirements as part of a consent decree or corporate integrity agreement. Any such investigation or settlement could increase
our costs or otherwise have an adverse effect on our business.

 We may be liable if the FDA or another regulatory
agency concludes that we have engaged in the off-label promotion of our products.

 Our promotional materials and training methods
must comply with FDA and other applicable laws and regulations, including the prohibition of the promotion of the off-label use of our
products. Healthcare providers may use our products, if approved, off-label, as the FDA does not restrict or regulate a physician's
choice of treatment within the practice of medicine. However, if the FDA determines that our promotional materials or training constitute
promotion of an off-label use, it could request that we modify our training or promotional materials or subject us to regulatory or enforcement
actions, including the issuance of an untitled letter, a warning letter, injunction, seizure, civil fine and criminal penalties. It is
also possible that other federal, state or foreign enforcement authorities might take action if they consider our promotional or training
materials to constitute promotion of an unapproved use, which could result in significant fines or penalties. Although we intend to train
our marketing and direct sales force to not promote our products for uses outside of their cleared uses and our policy will be to refrain
from statements that could be considered off-label promotion of our products, the FDA or another regulatory agency could disagree and
conclude that we have engaged in off-label promotion. In addition, the off-label use of our products may increase the risk of product
liability claims. Product liability claims are expensive to defend and could result in substantial damage awards against us and harm our
reputation.

 Legislative or regulatory healthcare reforms
may have a material adverse effect on our business, financial condition, results or operations and cash flows.

 Recent political, economic and regulatory influences
are subjecting the healthcare industry to fundamental changes. The sales of our products depend in part on the availability of coverage
and reimbursement from third-party payors such as government health administration authorities, private health insurers, health maintenance
organizations and other healthcare-related organizations. Both the federal and state governments in the United States continue to propose
and pass new legislation and regulations designed to contain or reduce the cost of healthcare. This legislation and regulation may result
in decreased reimbursement for medical devices, which may further exacerbate industry-wide pressure to reduce the prices charged for medical
devices. This could harm our ability to market our products and generate sales.

 In addition, FDA regulations and guidance are
often revised or reinterpreted by the FDA in ways that may significantly affect our business and our products. Any new regulations or
revisions or reinterpretations of existing regulations may impose additional costs or lengthen review times of our products. Delays in
receipt of or failure to receive regulatory clearances or approvals for our products would harm our business, financial condition and
operating results.

 While one often stated goal of healthcare reform
is to expand coverage to more individuals, it also involves increased government price controls, additional regulatory mandates and other
measures designed to constrain medical costs. For example, the ACA and Health Care and Education Affordability Reconciliation Act of 2010
were enacted into law in the U.S. in March 2010. Certain provisions of this law, including comparative effectiveness research, pilot programs
to evaluate alternative payment methodologies and other changes to the payment systems, have started changing the way healthcare is delivered,
reimbursed and funded. While the extent to which it has affected our business is not clear, these changes, over the long-term, may adversely
affect our business and results of operations. The current U.S. administration may attempt to reverse some of the previous administration's
changes to the ACA, particularly related to healthcare coverage for the uninsured, and is further expected to introduce more ambitious
healthcare legislation, which could include what is commonly referred to as a "public option" or changes to Medicare age requirements.
If passed, this legislation would lead to increased coverage levels and utilization of services; however, at this point, the impact of
any such changes is unclear because specific changes have not been enacted or implemented.

 We cannot predict whether any additional healthcare
reform proposals will be adopted or how such proposals may impact our business and operations. However, any changes that lower reimbursements
for either our products or procedures using our products, reduce medical procedure volumes, increase cost containment pressures on us
or others in the healthcare sector, or impose additional or heightened regulatory requirements could adversely affect our business and
results of operations.

 Risks Related to our Common Stock

 The price of our Common Stock might fluctuate
significantly, and you could lose all or part of your investment.

 Volatility in the market price of our Common Stock
may prevent you from being able to sell your shares of our Common Stock at or above the price you paid for your shares. The trading price
of our Common Stock may be volatile and subject to wide price fluctuations in response to various factors, including:

 actual or anticipated fluctuations in our quarterly financial
and operating results;

 our progress toward developing our cortical strip and sheet
electrode technology;

 the commencement, enrollment and results of our future clinical
trials;

 adverse results from, delays in or termination of our clinical
trials;

 adverse regulatory decisions, including failure to receive
regulatory approval;

 publication of research reports about us or our industry
or positive or negative recommendations or withdrawal of research coverage by securities analysts, if any;

 perceptions about the market acceptance of our products and
the recognition of our brand;

 adverse publicity about our products or industry in general;

 overall performance of the equity markets;

 introduction of products, or announcements of significant
contracts, licenses or acquisitions, by us or our competitors;

 legislative, political or regulatory developments;

 additions or departures of key personnel;

 threatened or actual litigation and government investigations;

 third-party promotional activities, which are subject to
ongoing regulatory obligations;

 sale of shares of our Common Stock by us or members of our
management; and

 general economic conditions.

 These and other factors might cause the market
price of our Common Stock to fluctuate substantially, which may negatively affect the liquidity of our Common Stock. In addition, in recent
years, the stock market has experienced significant price and volume fluctuations. This volatility has had a significant impact on the
market price of securities issued by many companies across many industries. The changes frequently appear to occur without regard to the
operating performance of the affected companies. Accordingly, the price of our Common Stock could fluctuate based upon factors that have
little or nothing to do with our Company, and these fluctuations could materially reduce our share price.

 Securities class action litigation has often been
instituted against companies following periods of volatility in the overall market and in the market price of a company's securities.
This litigation, if instituted against us, could result in substantial costs, divert our management's attention and resources, and
harm our business, operating results and financial condition.

 Any failure to maintain an effective system
of internal controls over our financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 could result in material
misstatements of our financial statements or cause us to fail to meet our reporting obligations or fail to prevent fraud in which case,
our stockholders could lose confidence in our financial reporting, which would harm our business and could negatively impact the price
of our stock.

 We are required to comply with the internal control
evaluation and certification requirements of Section 404 of the Sarbanes-Oxley Act of 2002 ("SOX") and management is required
to report annually on our internal control over financial reporting. This assessment includes disclosure of any material weaknesses identified
by our management in our internal control over financial reporting. Although we prepare our financial statements in accordance with accounting
principles generally accepted in the United States, our internal accounting controls may not meet all standards applicable to companies
with publicly traded securities. Our independent registered public accounting firm will not be required to formally attest to the effectiveness
of our internal control over financial reporting pursuant to Section 404(b) of SOX until the date we have a public float of $75 million
or greater.

 If we fail to maintain effective internal controls
and procedures for financial reporting, it could result in material misstatements in the annual or interim financial statements that would
not be prevented or detected in a timely manner. In that case, we could become subject to regulatory sanction or investigation. Further,
these outcomes could damage investor confidence in the accuracy and reliability of our financial statements. Our management has concluded
that our internal controls over financial reporting were, and continue to be, effective as of September 30, 2023. However, we identified
material weaknesses in our internal control over financial reporting in 2018, and we cannot assure you that material weaknesses or significant
deficiencies will not occur in the future and that we will be able to remediate such weaknesses or deficiencies in a timely manner, which
could impair our ability to accurately and timely report our financial position, results of operations or cash flows. If we are not able
to maintain effective internal control over financial reporting, our financial statements, including related disclosures, may be inaccurate,
which could have a material adverse effect on our business.

 We intend to issue more shares to raise
capital, which will result in substantial dilution.

 Our certificate of incorporation authorizes the
issuance of a maximum of 100,000,000 shares of Common Stock and 10,000,000 shares of preferred stock. Until we can generate significant
revenue from product sales, if ever, we expect to finance our operations through the sale of equity, debt financings, or other capital
sources. Any additional financings effected by us may result in the issuance of additional securities without stockholder approval and
the substantial dilution in the percentage of Common Stock held by our then existing stockholders. Moreover, the Common Stock issued in
any such transaction may be valued on an arbitrary or non-arm's-length basis by our management, resulting in an additional reduction
in the percentage of Common Stock held by our current stockholders. Our Board has the power to issue any or all of such authorized but
unissued shares without stockholder approval. To the extent that additional shares of Common Stock are issued, dilution to the interests
of our stockholders will occur and the rights of the holder of Common Stock might be materially and adversely affected.

 As of September 30, 2023, we had outstanding warrants
to purchase an aggregate of 6,202,426 shares of Common Stock at a weighted average exercise price of $5.92 per share, and options to purchase
an aggregate of 1,708,427 shares of Common Stock at a weighted average exercise price of $4.34 per share. For a description of our outstanding
warrants and information about the number of shares of Common Stock for which they are exercisable, see "Management's Discussion
and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Capital Resources." To
the extent these outstanding options or warrants are exercised, there will be further dilution to holders of our Common Stock.

 Anti-takeover provisions in the Company's
certificate of incorporation and bylaws may prevent or frustrate attempts by stockholders to change the Board or current management and
could make a third-party acquisition of the Company difficult.

 The Company's certificate of incorporation
and bylaws contain provisions that may discourage, delay or prevent a merger, acquisition or other change in control that stockholders
may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. For example,
our certificate of incorporation permits the Board without stockholder approval to issue up to 10,000,000 shares of preferred stock and
to fix the designation, power, preferences, and rights of those shares. Furthermore, our Board has the ability to increase the size of
the Board and fill the newly created vacancies without stockholder approval. These provisions could limit the price that investors might
be willing to pay in the future for shares of the Common Stock.

 We are a smaller reporting company, and
the reduced reporting requirements applicable to smaller reporting companies may make our Common Stock less attractive to investors.

 We are a "smaller reporting company"
as defined in Section 12 of the Exchange Act. For as long as we continue to be a smaller reporting company, we may take advantage of exemptions
from various reporting requirements that are applicable to other public companies that are not smaller reporting companies such as, reduced
disclosure obligations regarding executive compensation in our annual and periodic reports and proxy statements and stockholder approval
of any golden parachute payments not previously approved. We will remain a "smaller reporting company" as long as (i) our
public float remains less than $250 million or (ii) our annual revenues are less than $100 million and we either have no public float,
or our public float is less than $700 million. Public float is measured as of the last business day of our most recently-completed second
fiscal quarter, and annual revenues are as of the most recently completed fiscal year for which audited financial statements are available.
We cannot predict if investors will find our Common Stock less attractive because we may rely on these exemptions. If some investors find
our Common Stock less attractive as a result, there may be a less active trading market for our Common Stock and our stock price may be
more volatile.

 We have not paid dividends in the past and
do not expect to pay dividends in the future, and any return on investment may be limited to the value of our stock.

 We have never declared or paid cash dividends
on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation and expansion
of our business and do not anticipate paying any cash dividends in the foreseeable future. Accordingly, you may have to sell some or all
of your shares of our Common Stock in order to generate cash flow from your investment. You may not receive a gain on your investment
when you sell shares and you may lose the entire amount of the investment.

 If securities or industry analysts do not
publish research or reports, or publish unfavorable research or reports, about us, our business or our market, our stock price and trading
volume could decline.

 The trading market for our Common Stock will be
influenced by the research and reports that securities or industry analysts publish about us and our business. Securities or industry
analysts may elect not to provide coverage of our Common Stock, and such lack of coverage may adversely affect the market price of our
Common Stock. In the event we do not secure additional securities or industry analyst coverage, we will not have any control over the
analysts or the content and opinions included in their reports. The price of our stock could decline if one or more securities or industry
analysts downgrade our stock or issue other unfavorable commentary or research. If one or more securities or industry analysts ceases
coverage of our Company or fails to publish reports on us regularly, demand for our stock could decrease, which in turn could cause our
stock price or trading volume to decline.

 If we fail to comply with the continued
listing standards of the Nasdaq Capital Market, our Common Stock could be delisted. If it is delisted, our Common Stock and the liquidity
of our Common Stock would be impacted.

 The continued listing of our Common Stock on Nasdaq
is contingent on NeuroOne's continued compliance with a number of listing standards. There is no assurance that NeuroOne will remain
in compliance with these standards. Delisting from Nasdaq would adversely affect our ability to raise additional financing through the
public or private sale of equity securities, significantly affect the ability of investors to trade our securities and negatively affect
the value and liquidity of our Common Stock. Delisting also could limit our strategic alternatives and attractiveness to potential counterparties
and have other negative results, including the potential loss of employee confidence, the loss of institutional investors or interest
in business development opportunities. Moreover, NeuroOne committed in connection with the sale of securities to use commercially reasonable
efforts to maintain the listing of its Common Stock during such time that certain warrants are outstanding.

 Our Common Stock has been, and may in the
future be subject to the "penny stock" rules of the SEC, which makes transactions in our stock cumbersome and may reduce the
value of an investment in our stock.

 The SEC has adopted regulations which generally
define a "penny stock" as an equity security that has a market price of less than $5.00 per share, subject to specific exemptions.
The SEC's penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from the rules,
to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market.
The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer
and the salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's
account. In addition, the penny stock rules generally require that before a transaction in a penny stock occurs, the broker-dealer must
make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's
agreement to the transaction. If our Common Stock is subject to the "penny stock" rules, these rules may restrict the ability
of brokers-dealers to sell our Common Stock and may affect the ability of investors to sell their shares, until our Common Stock no longer
is considered a penny stock.

 There can be no assurance that we will be
able to comply with Nasdaq's continued listing standards, a failure of which could result in a de-listing of our common stock.

 There is no assurance that we will continue to
comply with the applicable Nasdaq listing standards. In order to maintain the listing of our common stock on Nasdaq, Nasdaq requires that
the trading price of a company's listed stock on Nasdaq remain above one dollar in order for such stock to remain listed. If a listed
stock trades below one dollar for more than 30 consecutive trading days, then it is subject to delisting from Nasdaq. In addition, to
maintain a listing on Nasdaq, we must satisfy minimum financial and other continued listing requirements and standards, including those
regarding director independence and independent committee requirements, minimum stockholders' equity, and certain corporate governance
requirements. If we are unable to satisfy these requirements or standards, we could be subject to delisting, which would have a negative
effect on the price of our common stock and warrants and would impair your ability to sell or purchase our common stock and warrants when
you wish to do so. In the event of a delisting, we would expect to take actions to restore our compliance with the listing requirements,
but we can provide no assurance that any such action taken by us would allow our common stock and/or warrants to become listed again,
stabilize the market price or improve the liquidity of our common stock, prevent our common stock from dropping below the minimum bid
price requirement, or prevent future non-compliance with the listing requirements.

 Risks Related to the Acquisition

 We may be subject to unknown risks as a
result of our completed Acquisition by Original Source Entertainment, Inc.

 Original Source Entertainment, Inc., which was
renamed NeuroOne Medical Technologies Corporation in connection with the Acquisition, was formed to license songs to the television and
movie industry and has generated very little revenues. Prior to the Acquisition, its operations have been primarily limited to organizational,
start-up, and capital formation activities, with no employees other than the former officers. In connection with the Acquisition, the
liabilities existing in Original Source Entertainment, Inc. at the time of the Acquisition were cancelled or paid by a related party,
as required by the Merger Agreement with NeuroOne, Inc. and OSOK Acquisition Company (the "Merger Agreement"). Despite this
requirement and the representations and warranties of Original Source Entertainment, Inc. in the Merger Agreement, there may be unknown
liabilities, or liabilities that were known but believed to be immaterial, related to the business of Original Source Entertainment, Inc.
that may become material liabilities we are subject to in the future. If we are subject to material liabilities as a result of the conduct
of Original Source Entertainment, Inc., we may have limited recourse for such liabilities, which could have a material impact on our business
and stock price.

 Additional risks may exist since we were engaged
in a transaction that can be generally characterized as a "reverse merger" with a shell company. Securities analysts of major
brokerage firms may not provide coverage of the Company since there is little incentive to brokerage firms to recommend the purchase of
the Common Stock. No assurance can be given that brokerage firms will want to conduct any secondary offerings.

 General Risk Factors

 Changes in tax laws or exposure to additional
income tax liabilities could have a material impact on our business, results of operations, financial condition and cash flows.

 We are subject to income and other non-income-based
taxes and tariffs in the U.S., and our operations, plans and results are affected by tax and other initiatives. The rules dealing with
U.S. federal, state and local income taxation are constantly under review by persons involved in the legislative process and by the Internal
Revenue Service, the U.S. Treasury Department, and state/local taxing authorities. The tax laws in the U.S. could change on a prospective
or retroactive basis, and any such changes could materially adversely affect our business, our results of operations, our effective tax
rate, and holders of our common stock. We cannot predict whether, when, in what form, or with what effective dates, tax laws, regulations
and rulings may be enacted, promulgated or decided, which could result in an increase in our, or our stockholders', tax liability
or require changes in the manner in which we operate in order to minimize increases in our tax liability. In recent years, many such changes
have been made and changes are likely to continue to occur in the future. Future changes in tax laws could have a material adverse effect
on our business, cash flow, financial condition, results of operations, tax provision, cash tax liability, and effective tax rate. For
example, in August 2022, the Inflation Reduction Act of 2022 ("IRA") was enacted into law. The IRA includes a 15% corporate
alternative minimum tax and a 1% excise tax on share repurchases.

 We urge investors to consult with their legal
and tax advisers regarding the implications of potential changes in tax laws on an investment in our common stock.

 We are also subject to regular reviews, examinations,
and audits by the Internal Revenue Service and other taxing authorities with respect to our taxes. Although we believe our tax estimates
are reasonable, if a taxing authority disagrees with the positions we have taken, we could face additional tax liability, including interest
and penalties. There can be no assurance that payment of such additional amounts upon final adjudication of any disputes will not have
a material impact on our results of operations and financial position.

 We may seek to grow our business through
acquisitions of complementary products or technologies, and the failure to complete acquisitions, or the failure to integrate them with
our existing business, could harm our business, financial condition and operating results.

 From time to time, we may consider opportunities
to acquire other companies, products or technologies that may enhance our product platform or technology, expand the breadth of our markets
or customer base, or advance our business strategies. The success of our strategy relating to future acquisitions, investments or alliances
will depend on a number of factors, including our ability to:

 identify suitable opportunities for acquisition, investment or alliance, if at all;

 manage acquisition, investment or alliance opportunities within our capital capacity and prioritize those
investments to execute on our strategy;

 manage our due diligence process to uncover potential issues and liabilities with targets;

 finance any future acquisition, investment or alliance on terms acceptable to us, if at all;

 complete acquisitions, investments or alliances in a timely manner on terms that are satisfactory to us,
if at all;

 successfully integrate and operate acquired businesses;

 successfully identify and retain key target employees;

 comply with applicable laws and regulations;

 protect intellectual property and to prevail in litigation related to newly acquired technologies;

 assimilate the acquired products or technologies;

 maintain uniform standards, procedures, controls and policies;

 anticipate costs associated with acquisitions;

 avoid the diversion of management's attention from our existing business;

 manage risks associated with entering new markets in which we have limited or no experience; and

 manage legal and accounting costs relating to the acquisitions or compliance with regulatory matters.

 We have no current commitments with respect to
any acquisition. We do not know if we will be able to identify acquisitions we deem suitable, whether we will be able to successfully
complete any such acquisitions on favorable terms or at all, or whether we will be able to successfully integrate any acquired products
or technologies. Our potential inability to integrate any acquired products or technologies effectively may adversely affect our business,
operating results and financial condition.

 Our future success depends on our ability
to retain key executives and to attract, retain and motivate qualified personnel.

 We are highly dependent on the management, research
and development, clinical, financial and business development expertise of our officers and advisory board members. Although we have an
employment agreement with our Chief Executive Officer, David Rosa, he (and each of our other key employees) may terminate his employment
with us at any time and will continue to be able to do so. We do not maintain "key person" insurance for any of our executives
or employees.

 Recruiting and retaining qualified scientific
and clinical personnel will also be critical to our success. The loss of the services of our executive officers or other key employees
could impede the achievement of our research, development and commercialization objectives and seriously harm our ability to successfully
implement our business strategy. Furthermore, replacing executive officers and key employees may be difficult and may take an extended
period of time because of the limited number of individuals in our industry with the breadth of skills and experience required to successfully
develop, gain regulatory approval of and commercialize our products. Competition to hire from this limited pool is intense, and we may
be unable to hire, train, retain or motivate these key personnel on acceptable terms given the competition among numerous medical device
companies for similar personnel, many of which have greater financial and other resources dedicated to attracting and retaining personnel.
We also experience competition for the hiring of scientific and clinical personnel from universities and research institutions. In addition,
we rely on consultants and advisors, including scientific and clinical advisors, to assist us in formulating our research and development
and commercialization strategy. Our consultants and advisors may be employed by employers other than us and may have commitments under
consulting or advisory contracts with other entities that may limit their availability to us. If we are unable to continue to attract
and retain high quality personnel, our ability to pursue our growth strategy will be limited.

 Prolonged negative economic conditions could
adversely affect us, our customers and third-party partners, manufactures or suppliers, if any, which could harm our financial condition.

 We are subject to the risks arising from adverse
changes in general economic and market conditions. Uncertainty about future economic conditions could negatively impact our existing and
potential customers, adversely affect the financial ability of health insurers to pay claims, adversely impact our expenses and ability
to obtain financing of our operations, and cause delays or other problems with key suppliers.

 Healthcare spending in the United States has been,
and is expected to continue to be, under significant pressure and there are many initiatives to reduce healthcare costs. As a result,
we believe that some insurers are scrutinizing insurance claims more rigorously and delaying or denying coverage and reimbursement more
often. Because the sale, if approved, of our cortical strip, grid electrode and depth electrode technology under development will generally
depend on the availability of third-party coverage and reimbursement, any delay or decline in coverage and reimbursement will adversely
affect our sales.

 We have incurred, and may continue to incur
increased costs and demands upon management as a result of being a public company.

 As a public company in the United States, we incur
significant legal, accounting and other costs. These additional costs could negatively affect our financial results. In addition, changing
laws, regulations and standards relating to corporate governance and public disclosure, including regulations implemented by the SEC and
the stock exchange on which we may list our Common Stock, may increase legal and financial compliance costs and make some activities more
time-consuming. These laws, regulations and standards are subject to varying interpretations and, as a result, their application in practice
may evolve over time as new guidance is provided by regulatory and governing bodies. We intend to invest resources to comply with evolving
laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management's
time and attention from revenue-generating activities to compliance activities. If, notwithstanding our efforts to comply with new laws,
regulations and standards, we fail to comply, regulatory authorities may initiate legal proceedings against us and our business may be
harmed. Failure to comply with these rules might also make it more difficult for us to obtain some types of insurance, including director
and officer liability insurance, and we might be forced to accept reduced policy limits and coverage or incur substantially higher costs
to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified
persons to serve on our Board, on committees of our Board or as members of senior management.

 ITEM 1B. UNRESOLVED STAFF COMMENTS

 ITEM 2. PROPERTIES

 We currently lease office space in Eden Prairie,
Minnesota and Los Gatos, California to accommodate our finance and administrative functions as well as laboratory space accommodating
our research and development operations. We believe that our existing facilities are adequate for our immediate needs and can accommodate
our anticipated growth. We believe that, should it be needed, additional space can be leased to accommodate any future growth.

 ITEM 3. LEGAL PROCEEDINGS

 From time to time, we may be involved in various
claims and legal proceedings relating to claims arising out of our operations. We are not currently a party to any legal proceedings that,
in the opinion of our management, are likely to have a material adverse effect on our business. Regardless of outcome, litigation can
have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

 ITEM 4. MINE SAFETY DISCLOSURES

 ITEM 5. MARKET FOR REGISTRANT'S COMMON
EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Our Common Stock commenced trading on the Nasdaq
Capital Market on May 26, 2021 under the ticker symbol "NMTC." Previously, our Common Stock was traded on the OTC Markets
quotation system on the OTCQB administered by the Financial Industry Regulatory Authority under the symbol "NMTC" since December
19, 2017. Prior to December 19, 2017, our Common Stock had been quoted on the OTC Pink Sheets under the symbol "OSOK" from
November 2012 to August 4, 2017 and under the symbol "NMTC" from August 4, 2017 to December 19, 2017.

 Stockholders

 On December 13, 2023, there were 103 record
holders of our Common Stock. The transfer agent and registrar for our Common Stock is Equiniti Trust Company.

 Share Repurchases

 During the three months ended September 30, 2023,
we repurchased 8,382 common shares surrendered by employees to satisfy income tax withholding obligations of employees in connection with
the administration of employee share-based compensation plans. The following table summarizes the share repurchase activity:

 Total number of

 Maximum number

 shares purchased

 of shares that may

 as part of publicly

 yet be purchased

 Total number of

 Average price

 announced plans

 under the plans

 Purchase period

 shares purchased

 paid per share

 or programs

 or programs

 July 1 – July 31, 2023

 2,794

 $
 1.20

 -

 -

 August 1 – August 31, 2023

 2,794

 $
 1.02

 -

 -

 September 1 – September 30, 2023

 2,794

 $
 0.85

 -

 -

 ITEM 6. [RESERVED]

 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 You should read the following discussion and
analysis of financial condition and results of operations of NeuroOne together with our financial statements and the related notes included
elsewhere in this Report.

 Overview

 We are a medical technology
company focused on the development and commercialization of thin film electrode technology for continuous electroencephalogram ("cEEG")
and stereoelectrocencephalography ("sEEG"), spinal cord stimulation, brain stimulation, drug delivery and ablation solutions
for patients suffering from epilepsy, Parkinson's disease, dystonia, essential tremors, chronic pain due to failed back surgeries
and other related neurological disorders. We are also developing the capability to use our sEEG electrode technology to deliver drugs
or gene therapy while being able to record brain activity before, during, and after delivery. Additionally, we are investigating the potential
applications of our technology associated with artificial intelligence.

 In November 2019, our Evo cortical electrode technology
received 510(k) clearance from the FDA for recording, monitoring, and stimulating brain tissue for up to 30 days, and in October 2022,
we received FDA clearance for our Evo sEEG electrode technology for temporary (less than 30 days) use with recording, monitoring, and
stimulation equipment for the recording, monitoring, and stimulation of electrical signals at the subsurface level of the brain.

 We completed feasibility bench top testing with
a new design of our diagnostic and ablation depth electrode in the first calendar quarter of 2021 and signed a contract with RBC Medical
Innovations to develop hardware for the system in the third calendar quarter of 2021. We completed design verification of such hardware
early in the second calendar quarter of 2023. We also completed an animal feasibility study at Emory University in September 2021. We
completed additional animal studies early in the second quarter of calendar 2023 and received 510(k) clearance in December 2023 for creation
of radiofrequency lesions in nervous tissue for functional neurosurgical procedures. Our other products are still under development.

 We commenced commercial
sales of cEEG strip/grid and electrode cable assembly products beginning in the first quarter of fiscal year 2021. We sold, on a limited
application basis for design verification, sEEG depth electrode products for non-human use beginning in late fiscal year 2021, and we
commenced commercial sales of our sEEG depth electrode products in late calendar 2022. Our other products are still under development.

 We have incurred losses since inception. As of September 30, 2023,
we had an accumulated deficit of $62.7 million, primarily as a result of expenses incurred in connection with our research and development,
selling, general and administrative expenses associated with our operations and interest expense, fair value adjustments and loss on extinguishments
related to our debt, offset in part by collaborations and product revenues.

 Prior to FDA clearance
of certain of our products, our main sources of cash, cash equivalents and short-term investments were proceeds from the issuances of
notes, common stock, warrants and unsecured loans. See "Liquidity and Capital Resources—Capital Resources" below. While
we have begun to generate revenue from the sale of products based on our cEEG and sEEG technology and through milestone and other
payments from our current collaboration with Zimmer, we expect to continue to incur significant expenses and increasing operating
and net losses for the foreseeable future until and unless we generate a higher level of revenue from commercial sales, and we will
need to obtain substantial additional funding in connection with our continuing operations through public or private equity or debt financings,
through collaborations or partnerships with other companies or other sources.

 We may be unable to raise
additional funds when needed on favorable terms or at all. Our failure to raise such capital as and when needed would have a negative
impact on our financial condition and our ability to develop and commercialize our cortical strip, grid electrode and depth electrode
technology and future products and our ability to pursue our business strategy. See "Liquidity and Capital Resources—Liquidity
Outlook" below.

 Recent Developments and Upcoming Milestones

 Corporate Updates

 Appointment of COO

 On November 14, 2023, we announced the appointment
of Christopher R. Volker as the Chief Operating Officer of the Company, effective on November 10, 2023.

 sEEG Commercial Launch

 In May 2023, we announced the commercial launch
of the Evo sEEG electrode product line in the United States with exclusive distribution partner Zimmer Biomet. We have fulfilled
eight shipments of sEEG product to Zimmer Biomet in preparation for launch and completed initial training on the sEEG product line to
Zimmer Biomet sales personnel.

 The first clinical case using the Evo sEEG
electrode in robotic neurosurgery was performed by Dr. William Bingaman at the Cleveland Clinic. The procedure was the first to utilize
NeuroOne's Evo sEEG electrode with Zimmer Biomet's ROSA One Brain, a robotic platform that assists surgeons in planning
and performing complex yet minimally invasive neurosurgical procedures.

 OneRF Ablation

 During the second fiscal quarter of 2023, we successfully
completed summative usability testing for OneRF with 15 neurosurgeons, and completed execution of internal device verification/validation
protocols for the final OneRF ablation system. We submitted a 510(k) application to the FDA for the OneRF ablation system in June 2023,
submitted responses to FDA comments on November 6, 2023 and received 510(k) clearance on December 6, 2023.

 Spinal Cord Stimulation Program

 During the second fiscal quarter of 2023, we completed
an initial animal implant of novel thin film paddle leads for spinal cord stimulation (SCS). The devices are intended for the treatment
of patients with chronic back pain due to multiple failed back surgery syndrome, intractable low back, and leg pain. A percutaneous (through
a needle) delivery system for paddle leads is also under development and has been successfully bench-tested.

 Global Economic Conditions

 Generally, worldwide economic conditions remain
uncertain, particularly due to the conflicts between Russia and Ukraine and the Middle East, disruptions in the banking system and financial
markets, lingering effects of the COVID-19 pandemic and increased inflation. The general economic and capital market conditions both in
the U.S. and worldwide, have been volatile in the past and at times have adversely affected our access to capital and increased the cost
of capital. The capital and credit markets may not be available to support future capital raising activity on favorable terms or at all.
If economic conditions decline, our future cost of equity or debt capital and access to the capital markets could be adversely affected.

 The COVID-19 pandemic
that began in late 2019 introduced significant volatility to the global economy, disrupted supply chains and had a widespread adverse
effect on the financial markets. Additionally, our operating results could be materially impacted by changes in the overall macroeconomic
environment and other economic factors. Changes in economic conditions, supply chain constraints, logistics challenges, labor shortages,
the conflicts in Ukraine and the Middle East, disruptions in the banking system and financial markets, and steps taken by governments
and central banks, particularly in response to the COVID-19 pandemic as well as other stimulus and spending programs, have led to higher
inflation, which has led to an increase in costs and has caused changes in fiscal and monetary policy, including increased interest rates.

 Financial Overview

 Product Revenue

 Our product revenue was derived from the sale
of our Strip/Grid Products, depth electrodes ("sEEG Products") and electrode
cable assembly products ("Electrode Cable Assembly Products") based on Evo cortical electrode technology. We anticipate that
we will generate additional revenue from the sale of products based on Evo cortical electrode technology.

 In November 2019, we received FDA 510(k) clearance
for our cortical strip electrode for temporary (less than 30 days) recording, monitoring, and stimulation on the surface of the brain.
In October 2022, we received FDA 510(k) clearance for our Evo sEEG electrode technology for temporary (less than 30 days) use with recording,
monitoring, and stimulation equipment for the recording, monitoring, and stimulation of electrical signals at the subsurface level of
the brain.

 Product Gross Profit (Loss)

 Product gross profit (loss) represents our product
revenue less our cost of product revenue. Our cost of product revenue consists of the manufacturing and materials costs incurred by our
third-party contract manufacturer in connection with our Strip/Grid Products, sEEG Products and outside supplier materials costs of producing
the Electrode Cable Assembly Products. In addition, cost of product revenue includes royalty fees incurred in connection with our license
agreements.

 Collaborations Revenue

 On July 20, 2020, we entered into an exclusive
development and distribution agreement (the "Zimmer Development Agreement") with Zimmer, pursuant to which we granted Zimmer
exclusive global rights to distribute the Strip/Grid Products and electrode cable assembly products (the "Electrode Cable Assembly
Products"). Additionally, we granted Zimmer the exclusive right and license to distribute certain depth electrodes developed by
the Company ("sEEG Products", and together with the Strip/Grid Products and Electrode Cable Assembly Products, the "Products").
The parties have agreed to collaborate with respect to development activities under the Zimmer Development Agreement through a joint development
committee composed of an equal number of representatives of Zimmer and the Company.

 Under the terms of the Zimmer Development Agreement,
we are responsible for all costs and expenses related to developing the Products, and Zimmer is responsible for all costs and expenses
related to the commercialization of the Products. In addition to the Zimmer Development Agreement, Zimmer and the Company have entered
into an MS Agreement and a Quality Agreement with respect to the manufacturing and supply of the Products.

 Except as otherwise provided in the Zimmer Development Agreement, we
are responsible for performing all development activities, including non-clinical and clinical studies directed at obtaining regulatory
approval of each Product. Zimmer has agreed to use commercially reasonable efforts to promote, market and sell each Product following
the "Product Availability Date" (as defined in the Zimmer Development Agreement) for such Product.

 Pursuant to the Zimmer Development Agreement,
Zimmer made an upfront initial exclusivity fee payment of $2.0 million (the "Initial Exclusivity Fee") to the Company
in fiscal year 2020. In addition, on August 2, 2022, we entered into a Third Amendment to the Zimmer Development Agreement (the "Amendment")
with Zimmer. Pursuant to the terms and conditions of the Amendment, Zimmer made a $3.5 million payment to us in August 2022. In consideration
of the mutual covenants and agreements contained in the Zimmer Development Agreement, certain fee and milestone payment provisions in
the Zimmer Development Agreement were replaced with the following below:

 $1.5 million for the sEEG exclusivity maintenance fee; and

 $2.0 million for satisfaction of each of the milestone events related to the design of sEEG Products set forth in the Zimmer Development Agreement, even though the satisfaction was after the deadlines originally identified.

 In addition, in connection with the Amendment,
we issued to Zimmer a warrant to purchase common stock (the "2022 Zimmer Warrant"). The 2022 Zimmer Warrant is exercisable
for up to an aggregate of 350,000 shares of our Common Stock. The 2022 Zimmer Warrant has an exercise price of $3.00 per
share, will be exercisable commencing six months from the issuance date, and will expire on August 2, 2027.

 The Zimmer Development Agreement will expire on
the tenth anniversary of the date of the first commercial sale of the last Products to achieve a first commercial sale (the "Zimmer
Term"), unless terminated earlier pursuant to its terms. Either party may terminate the Zimmer Development Agreement (x) with written
notice for the other party's material breach following a cure period or (y) if the other party becomes subject to certain insolvency
proceedings. In addition, Zimmer may terminate the Zimmer Development Agreement for any reason with 90 days' written notice, and
the Company may terminate the Zimmer Development Agreement if Zimmer acquires or directly or indirectly owns a controlling interest in
certain competitors of the Company. The license rights granted to Zimmer under the Zimmer Development Agreement shall be exclusive from
the effective date of the Amendment until the end of the Zimmer Term.

 All payments attributed to the Initial Exclusivity
Fee, the sEEG exclusivity maintenance fee and sEEG design milestone payment are non-refundable.

 The Zimmer Development Agreement and Amendment
were accounted for under the provisions of Accounting Standards Codification ("ASC") 606, Revenue from Contracts with
Customers ("ASC 606"). In accordance with the provisions under ASC 606, we identified five performance obligations under
the Zimmer Development Agreement and Amendment: (1) our obligation to grant Zimmer access to our intellectual property; (2) completion
of sEEG Product development; (3) completion of Strip/Grid Product development; (4) the provision of sEEG exclusivity maintenance; and
(5) sEEG design modifications as requested by Zimmer. All performance obligations under the Zimmer Development Agreement and Amendment
were met as of December 31, 2022.

 In October 2022, we received 510(k) clearance
from the FDA for our Evo sEEG electrode technology for temporary (less than 30 days) use with recording, monitoring, and stimulation equipment
for the recording, monitoring, and stimulation of electrical signals at the subsurface level of the brain. Accordingly, we recognized
revenue in the amount of $1.5 million during the year ended September 30, 2023 related to the completion of the sEEG exclusivity maintenance
milestone. During the year ended September 30, 2022, we recognized revenue in the amount of $1.9 million related to sEEG Product development.

 The achievement of the level of sales required
to earn royalty payments from Zimmer is uncertain.

 For further discussion about the determination
of collaborations revenue, product revenue and cost of product revenue, and for a discussion of milestones and royalty payments under
the Zimmer Development Agreement, see "—Liquidity and Capital Resources—Liquidity Outlook" below and see "Note
7 — Zimmer Development Agreement" included in our financial statements included in "Item 8 — Financial Statements
and Supplementary Data" in this Report.

 Selling, General and Administrative

 Selling, general and administrative expenses consist
primarily of personnel-related costs including stock-based compensation for personnel in functions not directly associated with research
and development activities. Other significant costs include legal and litigation costs relating to corporate matters, intellectual property
costs, professional fees for consultants assisting with financial and administrative matters, and sales and marketing in connection with
the commercial sale of cEEG strip/grid, sEEG depth electrode and electrode cable assembly products. We anticipate that our selling, general
and administrative expenses will increase in the future to support our continued research and development activities, further commercialization
of our cortical strip and grid technology, and our depth electrode technology, and the increased costs of operating as a public company.
These increases will include increased costs related to the hiring of additional personnel and fees for legal and professional services,
as well as other public company related costs.

 Research and Development

 Research and development expenses consist of expenses
incurred in performing research and development activities in developing our cortical strip and grid electrode and depth electrode technology.
Research and development expenses include compensation and benefits for research and development employees including stock-based compensation,
overhead expenses, cost of laboratory supplies, clinical trial and related clinical manufacturing expenses, costs related to regulatory
operations, fees paid to consultants and other outside expenses. Research and development costs are expensed as incurred and costs incurred
by third parties are expensed as the contracted work is performed. Lastly, de minimis income from the sale of prototype products and related
materials are offset against research and development expenses.

 We expect our research and development expenses
to significantly increase over the next several years as we develop our cortical strip and grid electrode and depth electrode technology
and conduct preclinical testing and clinical trials and will depend on the duration, costs and timing to complete our preclinical programs
and clinical trials.

 Other Income, net

 Other income, net primarily consists of interest
income related to our cash, cash equivalents, investment income or loss from short-term investments and other income or expense outside
of normal operating activity relating to legal settlements, sales of non-commercial supplies and other items as applicable.

 Results of Operations

 Comparison of the Fiscal Years Ended September
30, 2023 and 2022

 The following table sets forth our results of
operations for the fiscal years ended September 30, 2023 and 2022.

 For the years ended

 2023

 2022

 Period to
 Period
 Change

 Product revenue

 $
 1,952,441

 $
 171,169

 $
 1,781.272

 Cost of product revenue

 1,495,924

 241,963

 1,253,961

 Product gross profit (loss)

 456,517

 (70,794
)

 527,311

 Collaborations revenue

 1,455,188

 1,948,872

 (493,684
)

 Operating expenses:

 Selling, general and administrative

 6.926,269

 6,979,416

 (53,147
)

 Research and development

 6,940,686

 4,929,427

 2,011,259

 Total operating expenses

 13,866,955

 11,908,843

 1,958,112

 Loss from operations

 (11,955,250
)

 (10,030,765
)

 (1,924,485
)

 Other income, net

 95,759

 31,152

 64,607

 Loss before income taxes

 (11,859,491
)

 (9,999,613
)

 (1,859,878
)

 Provision for income taxes

 —

 —

 —

 $
 (11,859,491
)

 $
 (9,999,613
)

 $
 (1,859,878
)

 Product Revenue and Product Gross Profit (Loss)

 Product revenue and product gross profit were
$2.0 million and $0.5 million, respectively, during the year ended September 30, 2023. Product revenue and product gross loss were $0.2
million and $0.1 million, respectively, during the year ended September 30, 2022. The increase in gross profit during the current period
was largely due to the higher sales volume that exceeded fixed royalty and other overhead costs in the current year resulting in a positive
gross margin of 23.4% for the first time in our history. Product revenue consisted of Strip/Grid Products, sEEG Products and Electrode
Cable Assembly Products sales. The increase in product revenue of $1.8 million year over was attributed primarily to the sale of our sEEG
Products that followed the FDA 510(k) clearance in October 2022 for our Evo sEEG electrode technology for temporary (less than 30 days)
use. Cost of product revenue consisted of the manufacturing and materials costs incurred by our third-party contract manufacturer in connection
with our Strip/Grid Products, sEEG Products and outside supplier materials costs in connection with the Electrode Cable Assembly Products.
In addition, cost of product revenue included royalty fees incurred of approximately $0.2 million and $0.1 million in connection with
our license agreements during the years ended September 30, 2023 and 2022, respectively.

 Collaborations Revenue

 Collaborations revenue was $1.5 million and $1.9
million during the years ended September 30, 2023 and 2022, respectively. Revenue during the periods presented were derived from the Zimmer
Development Agreement and Amendment and represented the portion of our performance obligations that were met in connection with the upfront
initial development fee and payments associated with the Amendment.

 Selling, general and administrative expenses

 Selling, general and administrative expenses were
$6.9 million and $7.0 million for the years ended September 30, 2023 and 2022, respectively. The negligible change period over period
was composed primarily due to an increase in payroll related costs of approximately $0.3 million offset by a reduction in professional
service and marketing related costs of $0.4 million.

 Research and development expenses

 Research and development expenses were $6.9 million
for the year ended September 30, 2023, compared to $4.9 million for the year ended September 30, 2022. The $2.0 million increase during
fiscal 2023 over the comparable prior year period was attributed to supporting development activities, which primarily included salary-related
expenses and costs related to consulting services, materials and supplies associated with the development of future sEEG product applications
and other products utilizing new technologies.

 Other Income, net

 Other income, net during the year ended September
30, 2023 related to interest income attributed to our cash, cash equivalents and short-term investments in the amount of $0.2 million,
while outstanding, which was partially offset by an exploit loss of $94,000 and a loss on disposal of equipment in the amount of $32,000.

 Other income, net during the year ended September
30, 2022 consisted principally of interest income attributed to our cash, cash equivalents and short-term investments, while outstanding.

 Liquidity and Capital Resources

 Overview

 As of September 30, 2023, our principal source
of liquidity consisted of cash and cash equivalents in the aggregate of approximately $5.3 million. While we began to generate revenue
in fiscal year 2021 from commercial sales and through milestone and other payments under our collaboration with Zimmer, we expect to continue
to incur significant expenses and increasing operating and net losses for the foreseeable future until and unless we generate an adequate
level of revenue from commercial sales to cover expenses. Our most significant cash requirements relate to the funding of our ongoing
product development and commercialization operations and our royalty obligations under our intellectual property licenses with the Wisconsin
Alumni Research Foundation ("WARF") and the Mayo Foundation for Medical Education and Research ("Mayo"). Our
additional material cash needs include commitments under operating leases and other administrative services. See "Funding Requirements"
below for more information. We anticipate that our expenses will increase substantially as we develop and commercialize our cortical strip,
grid electrode and depth electrode technology and pursue pre-clinical and clinical trials, seek regulatory approvals, manufacture products,
establish our own sales, marketing and distribution infrastructure to commercialize our ablation electrode technology, hire additional
staff, add operational, financial and management systems and continue to operate as a public company.

 Capital Resources

 Our sources of cash, cash equivalents and short-term
investments to date have been limited to collaboration and product revenues, along with proceeds from the issuances of notes with warrants,
common stock with and without warrants and unsecured loans with the terms of our financings described below.

 July 2023 Public Offering

 On July 24, 2023, we entered into an underwriting
agreement with The Benchmark Company, LLC, as underwriter ("Benchmark"), relating to the issuance and sale of 5,250,000 shares
of our common stock, par value $0.001 per share, at a price to the public of $1.00 per share (the "July 2023 Public Offering").
In addition, under the terms of the July 2023 Public Offering, we granted Benchmark an option, exercisable for 30 days, to purchase up
to an additional 787,500 shares of common stock on the same terms ("the Overallotment Option"). The July 2023 Public Offering
closed on July 27, 2023, and we completed the sale and issuance of an aggregate of 6,037,500 shares of our common stock, including the
exercise in full of the Overallotment Option.

 The net proceeds to us from the July 2023 Public
Offering were approximately $5.2 million after deducting underwriting discounts and other offering expenses payable by the Company. We
intend to use the net proceeds from this offering to: (i) support the commercial launch of the EVO sEEG electrode with Zimmer Biomet,
(ii) support the FDA submission for the OneRF ablation system, and (iii) complete the design of a novel drug delivery electrode, among
other general corporate purposes.

 At-The-Market Offering

 On December 21, 2022, we entered into a Capital
on Demand TM Sales Agreement ("Sales Agreement") with JonesTrading Institutional Services LLC ("JonesTrading")
to create an at-the-market offering program ("ATM") under which we may offer and sell shares having an aggregate offering
price of up to $14.5 million. JonesTrading is entitled to a commission at a fixed commission rate equal to up to 3% of the gross proceeds.
Through September 30, 2023, we have issued 1,439,677 shares of common stock under the ATM for gross proceeds in the amount of $2.6 million.
We incurred issuance costs in connection with the ATM in the amount of $0.2 million through September 30, 2023. On July 24, 2023, we decreased
the amount of common stock that can be sold pursuant to the Sales Agreement, such that we were offering up to an aggregate of $2.6 million
of our common stock for sale under the Sales Agreement, including the shares of common stock previously sold. On December 1, 2023, we
increased the amount of common stock that can be sold pursuant to the Sales Agreement, such that we are offering up to an aggregate of
$4.8 million of our common stock for sale under the Sales Agreement, including the shares of common stock previously sold.

 October 2021 Underwritten Public Offering

 On October 13, 2021, we entered into an underwriting
agreement relating to the issuance and sale of 3,750,000 shares of our common stock at a price to the public of $3.20 per share (the "October
2021 Underwritten Public Offering"). In addition, under the terms of the underwriting agreement, we granted the underwriter an option,
exercisable for 30 days, to purchase up to an additional 562,500 shares of common stock on the same terms. The base offering closed on
October 15, 2021, and the sale of 422,057 shares of common stock subject to the underwriter's overallotment option closed on November
15, 2021. The gross proceeds from this offering were approximately $13.4 million prior to deducting underwriting discounts and other offering
expenses payable by us.

 Funding Requirements

 As noted above, certain of our cash requirements
relate to the funding of our ongoing product development and commercialization operations and our milestone and royalty obligations under
our intellectual property licenses with WARF and Mayo. See "Item
1—Business—Clinical Development and Regulatory Pathway—Clinical Experience, Future Development and Clinical Trial Plans"
in this Report for a discussion of design, development, pre-clinical and clinical activities that we may conduct in the future, including
expected cash expenditures required for some of those activities, to the extent we are able to estimate such costs.

 On January 21, 2020,
we entered into an Amended and Restated License Agreement (the "WARF License") with WARF, which amended and restated in full
our prior license agreement with WARF, dated October 1, 2014 (the "Original WARF License"). Under the WARF License, we have
agreed to pay WARF a royalty equal to a single-digit percentage of our product sales pursuant to the WARF License, with a minimum annual
royalty payment of $50,000 for 2020, $100,000 for 2021 and $150,000 for 2022 and each calendar year thereafter that the WARF License is
in effect. If we or any of our sublicensees contest the validity of any licensed patent, the royalty rate will be doubled during the pendency
of such contest and, if the contested patent is found to be valid and would be infringed by us if not for the WARF License, the royalty
rate will be tripled for the remaining term of the WARF License.

 Under the Amended and
Restated License and Development Agreement with Mayo (the "Mayo Development Agreement"), we have agreed to pay Mayo a royalty
equal to a single-digit percentage of our product sales pursuant to the Mayo Development Agreement. Refer to "Note 4 – Commitments
and Contingencies" included in our financial statements included in "Item 8 — Financial Statements and Supplementary
Data" in this Report for more information about the WARF License and the Mayo Development Agreement.

 Our other cash requirements
within the next twelve months include accounts payable, accrued expenses, purchase commitments and other current liabilities. Our other
cash requirements greater than twelve months from various contractual obligations and commitments include operating leases and contracted
services. Refer to "Note 4 – Commitments and Contingencies" included in our financial statements included in "Item
8 — Financial Statements and Supplementary Data" in this Report for further detail of our lease obligations and the timing
of expected future payments. Contracted services include agreements with third-party service providers for clinical research, product
development, manufacturing, supplies, payroll services, equipment maintenance services, and audits for periods up to fiscal year 2025.

 We expect to satisfy
our short-term and long-term obligations through cash on hand and, until we generate an adequate level of revenue from commercial sales
to cover expenses, if ever, from future equity and debt financings.

 Liquidity Outlook

 For a discussion of potential fee payments under
the Zimmer Development Agreement, see "Note 7 — Zimmer Development Agreement" included in our financial statements included
in "Item 8 — Financial Statements and Supplementary Data" in this Report. Even though we have received regulatory clearance
to expand the use of our Evo sEEG electrode technology for up to 30 days, commercial sales of the sEEG electrodes are expected to take
some time to be a significant source of liquidity. Zimmer has exclusive global rights to distribute our strip and grid cortical electrodes,
depth electrodes and electrode cable assembly products. Zimmer's failure to timely develop or commercialize these products would
have a material adverse effect on our business and operating results.

 At September 30, 2023, we had cash and cash equivalents
in the aggregate of approximately $5.3 million. Management has noted the existence of substantial doubt about our ability to continue
as a going concern. Additionally, our independent registered public accounting firm included an explanatory paragraph in the report on
our financial statements as of and for the years ended September 30, 2023 and 2022, respectively, noting the existence of substantial
doubt about our ability to continue as a going concern. Our existing cash and cash equivalents may not be sufficient to fund our operating
expenses through at least twelve months from the date of this filing. To continue to fund operations, we will need to secure additional
funding through public or private equity or debt financings, through collaborations or partnerships with other companies or other sources.
We may not be able to raise additional capital on terms acceptable to us, or at all. Any failure to raise capital when needed could compromise
our ability to execute on our business plan. If we are unable to raise additional funds, or if our anticipated operating results are not
achieved, we believe planned expenditures may need to be reduced in order to extend the time period that existing resources can fund our
operations. If we are unable to obtain the necessary capital, it may have a material adverse effect on our operations and the development
of our technology, or we may have to cease operations altogether.

 The development and commercialization of our cortical
strip, grid electrode and depth electrode technology is subject to numerous uncertainties, and we could use our cash and cash equivalent
resources sooner than we expect. Additionally, the process of developing medical devices is costly, and the timing of progress in pre-clinical
tests and clinical trials is uncertain. Our ability to successfully transition to profitability will be dependent upon achieving further
regulatory approvals and achieving a level of product sales adequate to support our cost structure. We cannot assure you that we will
ever be profitable or generate positive cash flow from operating activities.

 Cash Flows

 The following is a summary of cash flows for each
of the periods set forth below.

 For the Years Ended

 2023

 2022

 Net cash used in operating activities

 $
 (12,886,874
)

 $
 (7,519,534
)

 Net cash provided by (used in) investing activities

 2,649,964

 (3,244,765
)

 Net cash provided by financing activities

 7,399,074

 12,023,282

 Net (decrease) increase in cash

 $
 (2,837,836
)

 $
 1,258,983

 Net cash used in operating activities

 Net cash used in operating activities was $12.9
million for the year ended September 30, 2023, which consisted of a net loss of $11.9 million partially offset by non-cash stock-based
compensation, depreciation, amortization related to intangible assets and short term investment premiums and discounts, operating lease
expense and loss on disposal of fixed assets, totaling approximately $1.4 million in the aggregate. The net change in our net operating
assets and liabilities associated with fluctuations in our operating activities resulted in a cash use of approximately $2.4 million.
The net cash use stemming from the change in operating assets and liabilities was primarily attributable to both a decrease in deferred
revenue in connection with the completion of the remaining milestone performance obligation under the Zimmer Development Agreement and
to an increase in inventory purchases, attributed to the timing of payments. Partially offsetting the net cash operating use during the
period was a decrease in our accounts receivable, prepaid expenses and by an increase in our accrued expenses, on a net basis, resulting
from timing of payments and fluctuations in our operations.

 Net cash used in operating activities was $7.5
million for the year ended September 30, 2022, which consisted of a net loss of $10.0 million partially offset primarily by stock-based
compensation, depreciation, amortization related to intangible assets and to short-term investment discounts and premiums, non-cash lease
expense and non-cash consideration associated with the Zimmer Development Agreement, totaling approximately $1.3 million in the aggregate.
The net change in our net operating assets and liabilities associated with fluctuations in our operating activities resulted in a cash
source of approximately $1.2 million. The year on year change in operating assets and liabilities was primarily attributable to a net
increase in accounts payable, accrued expenses and deferred revenue, offset partially by increases in inventory purchases and prepaid
expenses.

 Net cash provided by (used in) investing activities

 Net cash provided by investing activities was
$2.6 million for the year ended September 30, 2023 and consisted of maturities of short-term investments in the amount of $4.5 million,
offset by purchases of short term investments of $1.5 million, consisting of treasury and corporate notes. The balance of activity during
the period consisted of outlays for purchases of property and equipment in the amount $0.4 million offset slightly by net proceeds associated
with the disposal of equipment.

 Net cash used by investing activities for the
year ended September 30, 2022 was $3.2 million and consisted of purchases of short-term investments consisting of treasury and corporate
notes of approximately $3.5 million and outlays for purchases of property and equipment of $0.3 million which were partially offset by
maturities of short-term investments in the amount of $0.5 million.

 Net cash provided by financing activities

 Net cash provided by financing activities was
$7.4 million for the year ended September 30, 2023, which consisted of net proceeds from the July 2023 Public Offering of $5.2 million
and from the ATM of $2.3 million, offset partially by repurchases of common stock for the payment of employee taxes in the amount of $0.1
million.

 Net cash
provided by financing activities was $12.0 million for the year ended September 30, 2022, which consisted of net proceeds from the October
2021 Underwritten Public Offering.

 Critical Accounting Policies and Significant
Judgments and Estimates

 Our financial statements are prepared in accordance
with U.S. generally accepted accounting principles. These accounting principles require us to make estimates and judgments that can affect
the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenue and
expense during the periods presented. We believe that the estimates and judgments upon which we rely are reasonably based upon information
available to us at the time that we make these estimates and judgments. To the extent that there are material differences between these
estimates and actual results, our financial results will be affected. The accounting policies that reflect our more significant estimates
and judgments and which we believe are the most critical to aid in fully understanding and evaluating our reported financial results are
described in "Note 3 — Summary of Significant Accounting Policies" to our financial statements included in "Item
8 — Financial Statements and Supplementary Data" in this Report.

 Of these policies, the following are considered
critical to an understanding of our financial statements included in "Item 8 — Financial Statements and Supplementary Data"
in this Report that require the application of the most subjective and the most complex judgments:

 Revenues:

 For discussion about the determination of collaborations
revenue, product revenue and cost of product revenue, see "Note 7 — Zimmer Development Agreement" included in "Item
8 — Financial Statements and Supplementary Data" in this Report. To date, we have not had, nor expect to have in the future,
significant variable consideration adjustments related to product revenue, such as chargebacks, sales allowances and sales returns.

 Stock-based Compensation

 For discussions about the application of grant
date fair value associated with our stock-based compensation, see "Note 8 — Stock-Based Compensation" included in "Item
8 — Financial Statements and Supplementary Data" in this Report.

 Income Tax Assets
and Liabilities

 Income tax assets and liabilities include income
tax valuation allowances. For additional information, see "Note 11 — Income Taxes" included in "Item 8 —
Financial Statements and Supplementary Data" in this Report.

 Contingencies

 We are subject to numerous contingencies arising
in the ordinary course of business, including legal contingencies. For additional information, see "Note 4 — Commitments
and Contingencies" included in "Item 8 — Financial Statements and Supplementary Data" in this Report.

 Recent Accounting Pronouncements

 See "Note 3 — Summary of Significant
Accounting Policies" included in "Item 8 — Financial Statements and Supplementary Data" in this Report regarding
the impact of certain recent accounting pronouncements on our financial statements.

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA

 INDEX TO FINANCIAL STATEMENTS

 Report of Independent Registered Public Accounting Firm (PCAOB ID 23)

 Balance Sheets

 Statements of Operations

 Statements of Changes in Stockholders' Equity

 Statements of Cash Flows

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the stockholders and the board of directors of NeuroOne Medical Technologies Corporation:

 Opinion on the Financial Statements

 We have
audited the accompanying balance sheets of NeuroOne Medical Technologies Corporation (the "Company") as of September 30, 2023 and 2022,
the related statements of operations, changes in stockholders' equity, and cash flows, for each of the two years in the period ended
September 30, 2023, and the related notes (collectively referred to as the " financial statements"). In our opinion, the financial statements
present fairly, in all material respects, the financial position of the Company as of September 30, 2023 and 2022, and the results of
the Company's operations and cash flows for each of the two years in the period ended September 30, 2023, in conformity with accounting
principles generally accepted in the United States of America.

 Going Concern

 The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note 2 of the financial statements, the Company had recurring losses from
operations and an accumulated deficit, expects to incur losses for the foreseeable future and requires additional working capital. These
are the reasons that raise substantial doubt about the Company's ability to continue as a going concern. Management's plans
in regard to these matters are also described in Note 2. The financial statements do not contain any adjustments that might result from
the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility of the Company's management. Our responsibility
is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with
the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.

 We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose
of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such
opinion.

 Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due
to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that
our audits provide a reasonable basis for our opinion.

 Critical Audit Matter

 Critical audit matters are matters arising from the current
period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate
to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex
judgments. We determined that there are no critical audit matters.

 /s/ Baker Tilly US, LLP

 We have served as the Company's auditor since
2021.

 Minneapolis, Minnesota

 F- 2

 Balance Sheets

 As of

 2023

 2022

 Assets

 Current assets:

 Cash and cash equivalents

 $
 5,322,493

 $
 8,160,329

 Short-term investments

 —

 2,981,010

 Accounts receivable

 —

 33,237

 Inventory

 1,726,686

 704,538

 Prepaid expenses

 263,746

 296,649

 Total current assets

 7,312,925

 12,175,763

 Intangible assets, net

 89,577

 111,892

 Right-of-use asset

 169,059

 181,355

 Property and equipment, net

 525,753

 353,599

 Total assets

 $
 8,097,314

 $
 12,822,609

 Liabilities and Stockholders' Equity

 Current liabilities:

 Accounts payable

 $
 685,104

 $
 927,662

 Accrued expenses and other liabilities

 1,107,522

 715,839

 Deferred revenue

 —

 1,455,188

 Total current liabilities

 1,792,626

 3,098,689

 Operating lease liability, long term

 55,284

 119,556

 Total liabilities

 1,847,910

 3,218,245

 Commitments and contingencies (Note 4)

 Stockholders' equity:

 Preferred stock, $ 0.001 par value; 10,000,000 shares authorized as of September 30, 2023 and 2022; no shares issued or outstanding as of September 30, 2023 and 2022.

 —

 —

 Common stock, $ 0.001 par value; 100,000,000 shares authorized as of September 30, 2023 and 2022; 23,928,945 and 16,216,540 shares issued and outstanding as of September 30, 2023 and 2022, respectively.

 23,929

 16,217

 Additional paid–in capital

 68,911,778

 60,414,959

 Accumulated deficit

 ( 62,686,303
)

 ( 50,826,812
)

 Total stockholders' equity

 6,249,404

 9,604,364

 Total liabilities and stockholders' equity

 $
 8,097,314

 $
 12,822,609

 See accompanying notes to financial statements

 F- 3

 Statements of Operations

 Years ended

 2023

 2022

 Product revenue

 $
 1,952,441

 $
 171,169

 Cost of product revenue

 1,495,924

 241,963

 Product gross profit (loss)

 456,517

 ( 70,794
)

 Collaborations revenue

 1,455,188

 1,948,872

 Operating expenses:

 Selling, general and administrative

 6,926,269

 6,979,416

 Research and development

 6,940,686

 4,929,427

 Total operating expenses

 13,866,955

 11,908,843

 Loss from operations

 ( 11,955,250
)

 ( 10,030,765
)

 Other income, net

 95,759

 31,152

 Loss before income taxes

)

)

 Provision for income taxes

 —

 —

 $
)

 $
)

 Net loss per share:

 Basic and diluted

 $
 ( 0.65
)

 $
 ( 0.63
)

 Number of shares used in per share calculations:

 Basic and diluted

 18,121,108

 15,998,567

 See accompanying notes to financial statements

 F- 4

 Statements of Changes in Stockholders'
Equity

 Common Stock

 Additional
 Paid–In

 Accumulated

 Total Stockholders'

 Shares

 Amount

 Capital

 Deficit

 Equity

 Balance at September 30, 2021

 12,010,019

 $
 12,010

 $
 47,369,090

 $
 ( 40,827,199
)

 $
 6,553,901

 Issuance of common stock in connection with public offering

 4,172,057

 4,172

 13,346,410

 —

 13,350,582

 Issuance cost in connection with public offering

 —

 —

 ( 1,352,280
)

 —

 ( 1,352,280
)

 Issuance of warrants in connection with Zimmer development agreement

 —

 —

 104,562

 —

 104,562

 Stock-based compensation

 —

 —

 947,212

 —

 947,212

 Issuance of common stock upon vesting of restricted stock units

 34,464

 ( 35
)

 —

 —

 —

 —

 —

)

)

 Balance at September 30, 2022

 16,216,540

 16,217

 60,414,959

 ( 50,826,812
)

 9,604,364

 Issuance of common stock in connection with public offering

 6,037,500

 6,038

 6,031,462

 —

 6,037,500

 Issuance of common stock in connection with at-the-market offering program

 1,439,677

 1,440

 2,551,216

 —

 2,552,656

 Issuance cost in connection with common stock issuances

 —

 —

 ( 1,071,663
)

 —

 ( 1,071,663
)

 Stock-based compensation

 —

 —

 1,105,457

 —

 1,105,457

 Issuance of common stock upon vesting of restricted stock units

 314,485

 ( 313
)

 —

 —

 Share repurchases for the payment of employee taxes

 ( 79,257
)

 ( 79
)

 ( 119,340
)

 —

 ( 119,419
)

)

)

 Balance at September 30, 2023

 23,928,945

 $
 23,929

 $
 68,911,778

 $
 ( 62,686,303
)

 $
 6,249,404

 See accompanying notes to financial statements

 F- 5

 Statements of Cash Flows

 Years ended

 2023

 2022

 Operating activities

 $
)

 $
)

 Adjustments to reconcile net loss to net cash used in operating
 activities:

 Amortization and depreciation

 199,266

 118,620

 Stock-based compensation

 1,105,457

 947,212

 Loss on disposal of fixed assets

 32,143

 —

 Amortization of discounts and premiums on short-term investments

 ( 45,571
)

 ( 11,471
)

 Non-cash lease expense

 109,832

 107,593

 Issuance of warrants in connection with Zimmer contract
 amendment

 —

 104,562

 Change in assets and liabilities:

 Accounts receivable

 33,237

 15,099

 Inventory

 ( 1,022,148
)

 ( 606,251
)

 Prepaid expenses and other assets

 32,903

 ( 145,540
)

 Accounts payable

 ( 247,189
)

 515,438

 Accrued expenses, deferred revenue,
 operating lease and other liabilities

 ( 1,225,313
)

 1,434,817

 Net cash used in operating activities

 ( 12,886,874
)

 ( 7,519,534
)

 Investing activities

 Purchases of short-term investments

 ( 1,473,419
)

 ( 3,469,539
)

 Maturities of short-term investments

 4,500,000

 500,000

 Proceeds from the disposal of fixed assets

 7,500

 —

 Purchases of property and equipment

 ( 384,117
)

 ( 275,226
)

 Net cash provided by (used in) investing
 activities

 2,649,964

 ( 3,244,765
)

 Financing activities

 Proceeds from issuance of common stock in connection with public
 offerings and at-the-market offering program

 8,590,156

 13,350,582

 Issuance costs in connection with common stock issuances

 ( 1,071,663
)

 ( 1,327,300
)

 Share repurchases for the payment of
 employee taxes

 ( 119,419
)

 —

 Net cash provided by financing activities

 7,399,074

 12,023,282

 Net (decrease) increase in cash and cash equivalents

 ( 2,837,836
)

 1,258,983

 Cash and cash equivalents at beginning
 of year

 8,160,329

 6,901,346

 Cash and cash equivalents at end of year

 $
 5,322,493

 $
 8,160,329

 Supplemental non-cash financing and investing
 transactions:

 Unpaid purchases of property and equipment

 $
 4,631

 $
 —

 Modification of right-of-use asset and
 associated lease liability

 $
 97,536

 $
 —

 Reclass of deferred offering costs to
 additional paid-in capital in connection with public offering

 $
 —

 $
 24,980

 See accompanying notes to financial statements

 F- 6

 NOTE 1 - Organization and Nature of Operations

 NeuroOne Medical Technologies Corporation (the
"Company" or "NeuroOne"), a Delaware corporation, is a medical technology company focused on the development
and commercialization of thin film electrode for continuous electroencephalogram ("cEEG") and stereoelectrocencephalography
("sEEG") recording, monitoring, ablation, drug delivery and brain stimulation solutions to diagnose and treat patients with
epilepsy, Parkinson's disease, dystonia, essential tremors, chronic pain due to failed back surgeries and other related neurological
disorders.

 The Company received 510(k) clearance from the
United States ("U.S.") Food and Drug Administration ("FDA") for its Evo cortical electrode technology in November
2019 and in October 2022, the Company received 510(k) clearance from the FDA for its Evo sEEG electrode technology for temporary (less
than 30 days) use with recording, monitoring, and stimulation equipment for the recording, monitoring, and stimulation of electrical signals
at the subsurface level of the brain.

 The Company is based in Eden Prairie, Minnesota.

 Global Economic Conditions

 Generally, worldwide economic conditions remain
uncertain, particularly due to the conflicts between Russia and Ukraine and in the Middle East, disruptions in the banking system and
financial markets, lingering effects of the COVID-19 pandemic and increased inflation. The general economic and capital market conditions
both in the U.S. and worldwide, have been volatile in the past and at times have adversely affected the Company's access to capital
and increased the cost of capital. The capital and credit markets may not be available to support future capital raising activity on
favorable terms or at all. If economic conditions continue to decline, the Company's future cost of equity or debt capital and
access to the capital markets could be adversely affected.

 The COVID-19 pandemic that began in late 2019
introduced significant volatility to the global economy, disrupted supply chains and had a widespread adverse effect on the financial
markets. Additionally, the Company's operating results could be materially impacted by changes in the overall macroeconomic environment
and other economic factors. Changes in economic conditions, supply chain constraints, logistics challenges, labor shortages, the conflicts
in Ukraine and the Middle East, disruptions in the banking system and financial markets, and steps taken by governments and central banks,
particularly in response to the COVID-19 pandemic as well as other stimulus and spending programs, have led to higher inflation, which
has led to an increase in costs and has caused changes in fiscal and monetary policy, including increased interest rates.

 NOTE 2 - Going Concern

 The accompanying financial statements have been
prepared on the basis that the Company will continue as a going concern. The Company has incurred losses since inception, negative cash
flows from operations, and an accumulated deficit of $ 62.7 million as of September 30, 2023. To date, the Company's revenues have
not been sufficient to cover its full operating costs, and as such, has been dependent on funding operations through the issuance of debt
and sale of equity securities. With the July 2023 public offering, the Company has adequate liquidity to fund its operations through March
31, 2024. The raising of additional funds is not solely within the control of the Company. These factors raise substantial doubt about
the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result
from the outcome of this condition. If the Company is unable to raise additional funds, or the Company's anticipated operating results
are not achieved, management believes planned expenditures may need to be reduced in order to extend the time period that existing resources
can fund the Company's operations. The Company intends to fund ongoing activities by utilizing its current cash and cash equivalents
on hand, from product and collaborations revenue and by raising additional capital through equity or debt financings. If management is
unable to obtain the necessary capital, it may have a material adverse effect on the operations of the Company and the development of
its technology, or the Company may have to cease operations altogether.

 F- 7

 NOTE 3 - Summary of Significant Accounting Policies

 Basis of Presentation

 The accompanying financial statements have been
prepared in accordance with accounting standards generally accepted in the United States of America ("U.S. GAAP").

 Management's Use of Estimates

 The preparation of financial statements in conformity
with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.

 Segment Information

 Operating segments are components of an enterprise
for which separate financial information is available and are evaluated regularly by the Company's chief operating decision maker
in deciding how to allocate resources and assessing performance. The Company's chief operating decision maker is its Chief Executive
Officer. The Company's Chief Executive Officer views the Company's operations and manages its business in one operating segment,
which is the business of development and commercialization of products related to comprehensive neuromodulation cEEG and sEEG recording,
monitoring, ablation, and brain stimulation solutions. Accordingly, the Company has a single reporting segment.

 Cash and Cash Equivalents

 The Company considers all highly liquid investments
with an original contractual maturity on date of purchase of less than or equal to three months to be classified and presented as cash
equivalents on the Balance Sheets. Cash equivalents are stated at cost, which approximates fair value. The Company's cash and cash
equivalents may include demand deposit accounts with large financial institutions, institutional money market funds, U.S. Treasury securities,
and corporate notes and bonds. The Company monitors the creditworthiness of the financial institutions, institutional money market funds,
and corporations in which the Company invests its surplus funds. The Company has experienced no credit losses from its cash and cash
equivalent investments.

 Short-Term Investments

 The Company has periodically invested its excess
cash in U.S. Treasury securities and highly rated corporate securities. The Company has held these investments to maturity. Securities
with original maturity dates of more than three months were reported as held-to-maturity investments and were recorded at amortized cost,
which approximated fair value due to the negligible risk of changes in value due to interest rates. All investments held as September
30, 2022 had contractual maturities of less than one year. There were no short-term investments outstanding as of September 30, 2023.
 The amortized cost and estimated fair values of the Company's investments as of September 30, 2022 were as follows:

 September 30, 2022

 Unrealized

 Unrealized

 Amortized
 Cost

 Holding
 Gains

 Holding
 Losses

 Fair
 Value

 Short-term:

 U.S. treasury and corporate notes

 $
 2,981,010

 $
 —

 $
 2,870

 $
 2,978,140

 Total

 $
 2,981,010

 $
 —

 $
 2,870

 $
 2,978,140

 F- 8

 Revenue Recognition

 The Company entered into a development and distribution
agreement which has current and future revenue recognition implications. See "Note 7 – Zimmer Development Agreement."

 In determining the appropriate amount of revenue
to be recognized as it fulfills its obligations under its agreements, the Company performs the following steps: (i) identification of
the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations,
including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint
on variable consideration; (iv) allocation of the transaction price to the performance obligations based on estimated selling prices;
and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

 A performance obligation is a promise in a contract
to transfer a distinct good or service to the customer and is the unit of account in Account Standards Codification ("ASC")
Topic 606 ("ASC 606"). Performance obligations may include license rights, development services, and services associated
with regulatory submission and approval processes. Significant management judgment is required to determine the level of effort required
under an arrangement and the period over which the Company expects to complete its performance obligations under the arrangement. If
the Company cannot reasonably estimate when its performance obligations are either completed or become inconsequential, then revenue
recognition is deferred until the Company can reasonably make such estimates. Revenue is then recognized over the remaining estimated
period of performance using the cumulative catch-up method.

 Product Revenue

 Revenues from product sales are recognized when
control of the promised goods or services is transferred to the Company's customers, in an amount that reflects the consideration
the Company expects to be entitled to in exchange for those goods or services. At the inception of each customer contract, performance
obligations are identified and the total transaction price is allocated to the performance obligations.

 Cost of Product Revenue

 Cost of product revenue consists of the manufacturing
and materials costs incurred by the Company's third-party contract manufacturer in connection with the Company's strip and
grid cortical electrodes (the "Strip/Grid Products"), depth electrodes ("sEEG Products) and outside supplier materials
costs in connection with the electrode cable assembly products ("Electrode Cable Assembly Products"). In addition, cost of
product revenue includes royalty fees incurred in connection with the Company's license agreements.

 Collaborations Revenue

 As part of the accounting for collaboration arrangements,
the Company must develop assumptions that require judgment to determine the stand-alone selling price of each performance obligation
identified in the contract. The Company uses key assumptions to determine the stand-alone selling price, which may include forecasted
revenues, development timelines, reimbursement rates for personnel costs, discount rates and probabilities of technical and regulatory
success. The Company allocates the total transaction price to each performance obligation based on the estimated relative standalone
selling prices of the promised goods or service underlying each performance obligation.

 Licenses of intellectual property: If
the license to the Company's intellectual property is determined to be distinct from the other performance obligations identified
in the arrangement, the Company recognizes revenues from non-refundable, up-front fees allocated to the license when the license is transferred
to the customer, and the customer can use and benefit from the license. For licenses that are bundled with other promises, the Company
utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation
is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing
revenue from non-refundable, up-front fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts
the measure of performance and related revenue recognition.

 F- 9

 Milestone payments: At the inception of
each arrangement that includes milestone payments, the Company evaluates whether the milestones are considered probable of being achieved
and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant
revenue reversal would not occur, the value of the associated milestone (such as a regulatory submission) is included in the transaction
price. Milestone payments that are not within the control of the Company, such as approvals from regulators, are not considered probable
of being achieved until those approvals are received. When the Company's assessment of probability of achievement changes and variable
consideration becomes probable, any additional estimated consideration is allocated to each performance obligation based on the estimated
relative standalone selling prices of the promised goods or service underlying each performance obligation and recorded in collaborations
revenues based upon when the customer obtains control of each element.

 Royalties: For arrangements that include
sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item
to which the royalties relate, the Company recognizes revenue at the later of (a) when the related sales occur, or (b) when the performance
obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied).

 Fair Value of Financial Instruments

 The Company's accounting for fair value
measurements of assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring or nonrecurring
basis adheres to the Financial Accounting Standards Board ("FASB") fair value hierarchy that prioritizes the inputs to valuation
techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical
assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level
3 measurements). The three levels of the fair value hierarchy are as follows:

 Level
 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities
 accessible to the Company at the measurement date.

 Level
 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the
 asset or liability, either directly or indirectly, for substantially the full term of the
 asset or liability.

 Level
 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the
 extent that observable inputs are not available, thereby allowing for situations in which
 there is little, if any, market activity for the asset or liability at the measurement date.

 As of September 30, 2023 and 2022, the fair values
of cash, cash equivalents, short-term investments, accounts receivable, inventory, prepaids and other assets, accounts payable and accrued
expenses and other liabilities approximated their carrying values because of the short-term nature of these assets or liabilities.

 There were no transfers between fair value hierarchy
levels during the years ended September 30, 2023 and 2022.

 Intellectual Property

 The Company has entered into two licensing
agreements with major research institutions, which allow for access to certain patented technology and know-how. Payments under those
agreements are capitalized and amortized to selling, general and administrative expense over the expected useful life of the acquired
technology.

 Property and Equipment

 Property and equipment is recorded at cost and
reduced by accumulated depreciation. Depreciation expense is recognized over the estimated useful lives of the assets using the straight-line
method. The estimated useful life for equipment and furniture ranges from three to seven years and three years for
software. Tangible assets acquired for research and development activities and that have alternative use are capitalized over the useful
life of the acquired asset. Estimated useful lives are periodically reviewed, and, when appropriate, changes are made prospectively.
Software purchased for internal use consists primarily of amounts paid for perpetual licenses to third-party software providers and installation
costs. When certain events or changes in operating conditions occur, asset lives may be adjusted and an impairment assessment may be
performed on the recoverability of the carrying amounts. Maintenance and repairs are charged directly to expense as incurred.

 F- 10

 Impairment of Long-Lived Assets

 The Company evaluates its long-lived assets,
which consist of licensed intellectual property, property and equipment and right-of-use assets for impairment whenever events or changes
in circumstances indicate that the carrying value of these assets may not be recoverable. The Company assesses the recoverability of
long-lived assets by determining whether or not the carrying value of such assets will be recovered through undiscounted expected future
cash flows. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying
value and the fair value of the impaired asset.

 Allowances for Doubtful Accounts

 The Company records a provision for doubtful
accounts, when appropriate, based on historical experience and a detailed assessment of the collectability of its accounts receivable.
In estimating the allowance for doubtful accounts, the Company considers, among other factors, the aging of the accounts receivable,
its historical write-offs, the credit worthiness of each customer, and general economic conditions. Account balances are charged off
against the allowance when the Company believes that it is probable that the receivable will not be recovered. Actual write-offs may
be in excess of the Company's estimated allowance.

 Inventory

 Inventory is stated at the lower of cost (using
the first-in, first-out "FIFO" method) or net realizable value. The Company calculates inventory valuation adjustments for
excess and obsolete inventory, when appropriate, based on current inventory levels, movement, expected useful lives, and estimated future
demand of the products and spare parts. The Company's inventory is currently comprised of Strip/Grid Products, sEEG and electrode
cable assembly work-in-process and finished good product. The Strip/Grid Products and sEEG Products are produced by a third-party contract
manufacturer and the Electrode Cable Assembly Products are obtained from outside suppliers. No inventory valuation allowance was required
during the periods presented.

 Research and Development Costs

 Research and development costs are charged to
expense as incurred. Research and development expenses may include costs incurred in performing research and development activities,
including clinical trial costs, manufacturing costs for both clinical and pre-clinical materials as well as other contracted services,
license fees, and other external costs. Non-refundable advance payments for goods and services that will be used in future research and
development activities are expensed when the activity is performed or when the goods have been received, rather than when payment is
made, in accordance with ASC 730, Research and Development.

 Selling, General and Administrative

 Selling, general and administrative expenses
consist primarily of personnel-related costs including stock-based compensation for personnel in functions not directly associated with
research and development activities. Other significant costs include legal and litigation costs relating to corporate matters, intellectual
property costs, professional fees for consultants assisting with regulatory, clinical, product development, financial matters and sales
and marketing in connection with the commercial sales of the Company's products.

 Stock-Based Compensation

 The Company accounts for stock-based compensation
in accordance with the provisions of ASC 718, Compensation — Stock Compensation ("ASC 718"). Accordingly, compensation
costs related to equity instruments granted are recognized at the grant-date fair value over the requisite service period. The Company
records forfeitures when they occur. Stock-based compensation arrangements to non-employees are accounted for in accordance with the applicable
provisions of ASC 718.

 F- 11

 Income Taxes

 Income taxes are accounted for under the asset
and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and their respective tax base and operating loss and tax credit
carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years
in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance
if it is more likely than not that some portion or all of the deferred tax asset will not be realized.

 Net Loss Per Share

 Basic loss per share of common stock is computed
by dividing net loss by the weighted average number of shares of common stock outstanding during the period.

 Diluted earnings or loss per share of common
stock is computed similarly to basic earnings or loss per share except the weighted average shares outstanding are increased to include
additional shares from the assumed exercise of any common stock equivalents, if dilutive. The Company's warrants, stock options,
and restricted stock units while outstanding are considered common stock equivalents for this purpose. Diluted earnings or loss per share
of common stock is computed utilizing the treasury method for the warrants, stock options and restricted stock units. No incremental
common stock equivalents were included in calculating diluted loss per share because such inclusion would be anti-dilutive given the
net loss reported for the years ended September 30, 2023 and 2022.

 The following potential common shares were not
considered in the computation of diluted net loss per share as their effect would have been anti-dilutive for the years ended September
30:

 2023

 2022

 Warrants

 7,103,344

 Stock options

 1,708,427

 1,239,915

 Restricted stock units

 393,370

 414,430

 Unissued vested restricted stock units

 —

 7,316

 Recent Accounting Pronouncements

 In June 2016, the FASB issued Accounting Standards
Update ("ASU") 2016-13, " Financial Instruments – Credit Losses". The ASU sets forth a "current
expected credit loss" ("CECL") model which requires the Company to measure all expected credit losses for financial
instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This
replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized
cost and applies to some off-balance sheet credit exposures. This ASU is effective for fiscal years beginning after December 15, 2019,
including interim periods within those fiscal years, with early adoption permitted. The FASB issued the final ASU to delay adoption for
smaller reporting companies to fiscal years beginning after December 15, 2022. The Company adopted the guidance on October 1, 2023. The
Company does not expect that the adoption of this ASU will have a material impact on its financial statements.

 In August 2020, the FASB issued ASU 2020-06,
Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own
Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity, which, among other
things, provides guidance on how to account for contracts on an entity's own equity. This ASU eliminates the beneficial conversion
and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity's
own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, this ASU modifies how
particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. The
amendments in this ASU are effective for smaller reporting companies as defined by the SEC for fiscal years beginning after December 15,
2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after
December 15, 2020. The Company adopted ASU 2020-06 effective October 1, 2022 and the ASU did not have a material impact to its financial
statements.

 F- 12

 NOTE 4 - Commitments and Contingencies

 WARF License Agreement

 The Company has entered into an exclusive start-up
company license agreement with the Wisconsin Alumni Research Foundation ("WARF") for WARF's neural probe array and
thin film micro electrode technology (the "WARF Agreement"). The Company entered into an Amended and Restated Exclusive Start-up
Company License Agreement (the "WARF License") with WARF on January 21, 2020, which amended and restated in full the prior
license agreement between WARF and NeuroOne, LLC, a predecessor of the Company, dated October 1, 2014, as amended on February 22, 2017,
March 30, 2019 and September 18, 2019.

 The WARF License grants to the Company an exclusive
license to make, use and sell, in the United States only, products that employ certain licensed patents for a neural probe array
or thin-film micro electrode array and method. The Company agreed to pay WARF a royalty equal to a single-digit percentage of our product
sales pursuant to the WARF License, with a minimum annual royalty payment of $ 50,000 for 2020, $ 100,000 for 2021 and $ 150,000 for
2022 and each calendar year thereafter that the WARF License is in effect. If the Company or any of its sublicensees contest the validity
of any licensed patent, the royalty rate will be doubled during the pendency of such contest and, if the contested patent is found to
be valid and would be infringed by the Company if not for the WARF License, the royalty rate will be tripled for the remaining term of
the WARF License.

 WARF may terminate the WARF License on 30 days'
written notice if we default on the payments of amounts due to WARF or fail to timely submit development reports, actively pursue our
development plan or breach any other covenant in the WARF License and fail to remedy such default in 90 days or in the event of certain
bankruptcy events involving us. WARF may also terminate the WARF License (i) on 90 days' notice if we had failed to have commercial
sales of one or more FDA-approved products under the WARF License by June 30, 2021 or (ii) if, after royalties earned on sales begin
to be paid, such earned royalties cease for more than four calendar quarters. The first commercial sale occurred on December 7, 2020,
prior to the June 30, 2021 deadline. The WARF License otherwise expires by its terms on the date that no valid claims on the patents
licensed thereunder remain. The Company expects the latest expiration of a licensed patent to occur in 2030. During the years ended September
30, 2023 and 2022, $ 150,000 and $ 137,500 in royalty fees were incurred related to the WARF License, respectively, and were reflected
as a component of cost of product revenue.

 Mayo Agreement

 The Company has an exclusive license and development
agreement with the Mayo Foundation for Medical Education and Research ("Mayo") related to certain intellectual property and
development services for thin film micro electrode technology ("Mayo Agreement"). If the Company is successful in obtaining
regulatory approval, the Company is to pay royalties to Mayo based on a percentage of net sales of products of the licensed technology
through the term of the Mayo Agreement, set to expire May 25, 2037. During the years ended September 30, 2023 and 2022, $ 7,486 and
$ 4,861 in royalty fees were incurred, respectively, and were reflected as a component of cost of product revenue.

 Facility Leases

 Headquarters Lease

 On October 7, 2019, the Company entered into
a non-cancellable lease agreement (the "Lease") with certain landlords (together, the "Landlord") pursuant to
which the Company has agreed to lease office space located at 7599 Anagram Drive, Eden Prairie, Minnesota (the "Premises").
The Company took possession of the Premises on November 1, 2019, with the term of the Lease ending 65 months after such date, unless
terminated earlier (the "Lease Term"). The initial base rent for the Premises is $ 6,410 per month for the first 17 months,
increasing to $ 7,076 per month by the end of the Lease Term. In addition, as long as the Company is not in default under the Lease, the
Company shall be entitled to an abatement of its base rent for the first 5 months. In addition, the Company will pay its pro rata share
of the Landlord's annual operating expenses associated with the Premises, calculated as set forth in the Lease of which the Company
is entitled to an abatement of these operating expense for the first 3 months.

 F- 13

 Los Gatos Lease

 On July 1, 2021, the Company entered into a non-cancellable
facility lease (the "Los Gatos Lease"), pursuant to which the Company agreed to rent office space for its research and development
operations located at 718 University Avenue, Suite #111, Los Gatos, California. The facility space under the Los Gatos Lease is approximately
 1,162 square feet. The Company took possession of the office space on July 2, 2021. The initial monthly rent under the Los Gatos Lease
was approximately $ 4,241. On November 4, 2022, the Los Gatos Lease was extended for an additional two years to December 31, 2024. The
rent under the extended Los Gatos Lease ranges from $ 4,453 to $ 4,632 per month beginning on January 1, 2023.

2022, rent expense associated with the facility leases amounted to $ 171,633 and $ 170,501, respectively.

 Supplemental cash flow information related to
the operating lease was as follows:

 For the Years Ended
 September
 30,

 2023

 2022

 Cash paid for amounts included in the measurement of lease liability:

 Operating cash flows from
 operating leases

 $
 134,632

 $
 130,727

 Right-of-use assets obtained in exchange for lease obligations:

 Operating leases

 $
 97,536

 $
 —

 Supplemental balance sheet information related to the operating lease
was as follows:

 As of

 2023

 2022

 Right-of-use assets

 $
 169,059

 $
 181,355

 Lease liability

 $
 184,400

 $
 202,895

 Weighted average remaining lease term (years)

 1.4

 2.4

 Weighted average discount rate

 7.8
 %

 6.9
 %

 Maturity of the lease liability was as follows:

 Calendar Year

 As of

 2023

 2023 (period from October 1, 2023 to December 31, 2023)

 $
 34,070

 2024

 139,969

 2025

 21,227

 Total lease payments

 195,266

 Less imputed interest

 ( 10,866
)

 Total

 184,400

 Short-term portion

 ( 129,116
)

 Long-term portion

 $
 55,284

 F- 14

 NOTE 5 - Supplemental Balance Sheet
Information

 Inventory

 Inventory consisted of the following:

 As of

 2023

 2022

 Component inventory

 $
 1,202,778

 $
 400,063

 Work-in-process

 343,597

 230,507

 Finished goods

 180,311

 73,968

 Total

 $
 1,726,686

 $
 704,538

 Intangibles

 Intangible assets roll forward is as follows:

 Useful Life

 Net Intangibles, September 30, 2021

 12 - 13 years

 $
 134,207

 Less: amortization

 ( 22,315
)

 Net Intangibles, September 30, 2022

 111,892

 Less: amortization

 ( 22,315
)

 Net Intangibles, September 30, 2023

 $
 89,577

 The Company anticipates amortization expense
of approximately $ 22,000 per year for fiscal year 2024 through 2027 based upon the two current license agreements.

 Property and Equipment

 Property and equipment, net held for use by category
are presented in the following table:

 As of

 2023

 2022

 Equipment and furniture

 $
 860,737

 $
 538,061

 Software

 —

 1,895

 Total property and equipment

 860,737

 539,956

 Less accumulated depreciation

 ( 334,984
)

 ( 186,357
)

 Property and equipment, net

 $
 525,753

 $
 353,599

 Depreciation expense was $ 176,951 and $ 96,305
for the years ended September 30, 2023 and 2022, respectively. Equipment with a net book value of $ 39,643 was disposed by the Company
resulting in net proceeds of $ 7,500.

 NOTE 6 - Accrued Expenses and Other Liabilities

 Accrued expenses and other liabilities consisted
of the following

 As of

 2023

 2022

 Accrued payroll

 $
 874,382

 $
 521,368

 Operating lease liability, short term

 129,116

 83,339

 Royalty fees

 104,024

 111,132

 Total

 $
 1,107,522

 $
 715,839

 F- 15

 NOTE 7 - Zimmer Development Agreement

 On July 20, 2020, the Company entered into an
exclusive development and distribution agreement (the "Development Agreement") with Zimmer, Inc. ("Zimmer"),
pursuant to which the Company granted Zimmer exclusive global rights to distribute the Strip/Grid Products and electrode cable assembly
products (the "Electrode Cable Assembly Products"). Additionally, the Company granted Zimmer the exclusive right and license
to distribute certain depth electrodes developed by the Company ("SEEG Products", and together with the Strip/Grid Products
and Electrode Cable Assembly Products, the "Products"). The parties have agreed to collaborate with respect to development
activities under the Development Agreement through a joint development committee composed of an equal number of representatives of Zimmer
and the Company.

 Under the terms of the Development Agreement,
the Company is responsible for all costs and expenses related to developing the Products, and Zimmer is responsible for all costs and
expenses related to the commercialization of the Products. In addition to the Development Agreement, Zimmer and the Company have entered
into a Manufacturing and Supply Agreement and a supplier quality agreement with respect to the manufacturing and supply of the Products.

 Except as otherwise provided in the Development
Agreement, the Company is responsible for performing all development activities, including non-clinical and clinical studies directed
at obtaining regulatory approval of each Product. Zimmer has agreed to use commercially reasonable efforts to promote, market and sell
each Product following the "Product Availability Date" (as defined in the Development Agreement) for such Product.

 Pursuant to the Development Agreement, Zimmer
made an upfront initial exclusivity fee payment of $ 2.0 million (the "Initial Exclusivity Fee") to the Company in fiscal
year 2020.

 On August 2, 2022, the Company entered into a
Third Amendment to Exclusive Development and Distribution Agreement (the "Amendment") with Zimmer. Pursuant to the terms
and conditions of the Amendment, Zimmer made a $ 3.5 million payment to the Company. In consideration of the mutual covenants and
agreements contained in the Development Agreement, the fee and milestone payment provisions in the Development Agreement were replaced
with the following below:

 $ 1.5 million for the sEEG Exclusivity Maintenance Fee; and

 $ 2.0 million for satisfaction of each of the milestone events related to the design of sEEG products set forth in the Development Agreement even though the satisfaction was after the deadlines originally identified.

 In addition, in connection with the Amendment,
the Company issued Zimmer a warrant to purchase common stock (the "2022 Zimmer Warrant"). The 2022 Zimmer Warrant is
exercisable for up to an aggregate of 350,000 shares of the Company's common stock. The 2022 Zimmer Warrant has an exercise
price of $ 3.00 per share, will be exercisable commencing six months from the issuance date, and will expire on August 2, 2027. The
fair value of the 2022 Zimmer Warrant of $ 0.1 million was based on the Black-Scholes pricing model. Input assumptions used were as follows:
a risk-free interest rate of 2.9 %; expected volatility of 53.5 %; expected life of 5 years; expected dividend yield of 0 %; and the underlying
fair market of the common stock. The 2022 Zimmer Warrant was classified in stockholders' equity as the number of shares were
fixed and determinable, no cash settlement was required and no other provisions precluded equity treatment.

 The Development Agreement will expire on the
tenth anniversary of the date of the first commercial sale of the last Products to achieve a first commercial sale (the "Term"),
unless terminated earlier pursuant to its terms. Either party may terminate the Development Agreement (x) with written notice for the
other party's material breach following a cure period or (y) if the other party becomes subject to certain insolvency proceedings.
In addition, Zimmer may terminate the Development Agreement for any reason with 90 days' written notice, and the Company may terminate
the Development Agreement if Zimmer acquires or directly or indirectly owns a controlling interest in certain competitors of the Company.
The license rights granted to Zimmer under the Strip/Grid Distribution License and sEEG Distribution License shall be exclusive from
the Effective Date of the Amendment until the end of the Term.

 F- 16

 The Development Agreement and Amendment
were accounted for under the provisions of ASC 606. In accordance with the provisions under ASC 606, the Company identified five performance
obligations under the Development Agreement and Amendment: (1) the Company's obligation to grant Zimmer access to its intellectual
property; (2) completion SEEG Product development; (3) completion of Strip/Grid Product development; (4) the provision of sEEG exclusivity
maintenance; and (5) completion of sEEG design modifications as requested by Zimmer. All performance obligations under the Development
Agreement and Amendment, outside of the sEEG exclusivity maintenance obligation, were met by September 30, 2022. The remaining performance
obligation in deferred revenue as of September 30, 2022 attributed to sEEG exclusivity maintenance was completed in first quarter of
fiscal year 2023.

 The aggregate transaction price associated with
the Development Agreement and Amendment was $ 5.4 million comprising the Initial Exclusivity Fee of $ 2.0 million and the $ 3.5 million
payment under the Amendment, less the fair value 2022 Zimmer Warrant of $ 0.1 million. The transaction price was allocated between performance
obligations based on their relative standalone selling prices. The Company used a market based valuation approach and an expected cost
plus margin approach with regard to estimating the standalone selling price for the performance obligations. The Company recognized revenue
in the amount of $ 1,455,188 and $ 1,948,872 during the years ended September 30, 2023 and 2022, respectively, in connection
with the Development Agreement and Amendment.

 A reconciliation of the closing balance of deferred
revenue related to the Development Agreement and Amendment is as follows as of September 30, 2023 and 2022:

 Deferred Revenue

 Balance as of September 30, 2021

 $
 8,622

 Zimmer agreement amendment related to sEEG exclusivity maintenance

 3,395,438

 Revenue recognized

 ( 1,948,872
)

 Balance as of September 30, 2022

 1,455,188

 Revenue recognized

 ( 1,455,188
)

 Balance as of September 30, 2023

 $
 —

 Product Revenue

 Product revenue is related to its Strip/Grid
Products, sEEG Products and Electrode Cable Assembly Products. Product revenue recognized during the years ended September 30, 2023
and 2022 was $ 1,952,441 and $ 171,169, respectively.

 Advertising Expense

 Advertising expense is charged to selling, general
and administrative expenses during the period that it is incurred. Total advertising expense amounted to $ 173,430 and $ 270,612 for the
years ended September 30, 2023 and 2022, respectively.

 NOTE 8 - Stock-Based Compensation

2022, stock-based expense related to the stock options, restricted stock units and stock awards was included in selling, general and
administrative and research and development costs as follows in the accompanying statements of operations:

 2023

 2022

 Selling, general and administrative

 $
 905,108

 $
 780,818

 Research and development

 200,349

 166,394

 Total stock-based compensation expense

 $
 1,105,457

 $
 947,212

 F- 17

 The Company's 2017 Equity Incentive Plan
("2017 Plan") provides for the issuance of restricted shares and stock options to employees, directors, and consultants of
the Company. Effective October 1, 2021, no shares were available for issuance under the 2016 Equity Incentive Plan.

 Inducement Plan

 In addition to the Company's 2017 Plan,
the Company adopted the NeuroOne Medical Technologies Corporation 2021 Inducement Plan (the "Inducement Plan") on October
4, 2021, pursuant to which the Company 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. The Inducement Plan was approved by the Company's
board of directors without stockholder approval in accordance with such rule. 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.

 Evergreen provision

 Under the 2017 Plan, the shares reserved automatically
increase on January 1st of each year, for a period of not more than ten years from the date the 2017 Plan is approved by the stockholders
of the Company, commencing on January 1, 2019 and ending on (and including) January 1, 2027, to an amount equal to 13 % of the fully-diluted
shares outstanding as of December 31st of the preceding calendar year. Notwithstanding the foregoing, the Board of Directors may act prior
to January 1st of a given year to provide that there will be no January 1st increase in the share reserve for such year or that the increase
in the share reserve for such year will be a lesser number of shares of common stock than would otherwise occur pursuant to the preceding
sentence. "Fully Diluted Shares" as of a date means an amount equal to the number of shares of common stock (i) outstanding
and (ii) issuable upon exercise, conversion or settlement of outstanding awards under the 2017 Plan and any other outstanding options,
warrants or other securities of the Company that are (directly or indirectly) convertible or exchangeable into or exercisable for shares
of common stock, in each case as of the close of business of the Company on December 31 of the preceding calendar year. On January 1,
2023 and 2022, 129,479 and 1,614,538 shares were added to the 2017 Plan, respectively, as a result of the evergreen provision.

 Stock Options

2022, 459,512 and 152,690 stock options were granted to employees, directors and consultants, respectively, with a weighted average grant
date fair value of $ 0.88 and $ 0.76 per share, respectively. The options granted have vesting periods ranging from being immediate to
four years. All options expire ten years from the date of grant. The total expense for the years ended September 30, 2023 and 2022 related
to the stock options was $ 632,315 and $ 582,329, respectively. The following table summarizes the Company's stock option plan activity
for the years ended September 30, 2023 and 2022 as follows:

 Number of
 Options

 Weighted
 Average
 Exercise

 Price

 Weighted-
 Average
 Remaining

 Contractual
 Term (years)

 Aggregate
 Intrinsic
 Value(1)

 Outstanding at September 30,
 2021

 1,122,560

 $
 5.89

 8.8

 $
 127,339

 Granted

 152,690

 $
 1.50

 —

 —

 Exercised

 —

 $
 —

 —

 —

 Forfeited/Cancelled

 ( 35,335
)

 $
 4.14

 —

 —

 Outstanding at September 30, 2022

 1,239,915

 $
 5.40

 8.0

 $
 89,295

 Granted

 469,512

 $
 1.55

 —

 —

 Exercised

 —

 $
 —

 —

 —

 Forfeited/Cancelled

 ( 1,000
)

 $
 3.78

 —

 —

 Outstanding at September 30, 2023

 1,708,427

 $
 4.34

 7.69

 $
 20,064

 Vested and expected to vest at September
 30, 2023

 1,708,427

 $
 4.34

 7.69

 $
 20,064

 Vested and exercisable at September 30,
 2023

 1,120,768

 $
 5.08

 7.12

 $
 20,064

 (1)
 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of our common stock as of September 30, 2023 and 2022 of $ 0.89 and $ 1.69 per share, respectively. As of September 30, 2023 and 2022, 1,682,912 and 1,125,710 outstanding options, respectively, had no intrinsic value.

 F- 18

 The weighted-average assumptions used in the
Black-Scholes option-pricing model are as follows for the stock options granted during the years ended September 30:

 2023

 2022

 Expected stock price volatility

 57.4
 %

 53.5
 %

 Expected life of options (years)

 5.8

 5.6

 Expected dividend yield

 %

 %

 Risk free interest rate

 3.7
 %

 2.3
 %

2022, 337,753 and 327,615 stock options vested, respectively. No options were exercised during the years ended September 30, 2023 and
2022.

 Restricted Stock Units

 A summary of restricted stock unit ("RSU")
activity is as follows for the years ended September 30, 2023 and 2022:

 Number of

 Shares

 Non-vested at September 30, 2021

 11,384

 Granted

 443,670

 Vested

 ( 40,624
)

 Non-vested at September 30, 2022

 414,430

 Granted

 310,728

 Vested

 ( 331,788
)

 Non-vested at September 30, 2023

 393,370

2022, 310,728 and 443,670 RSUs were granted to members of the Company's board of directors and employees that vest over a period
ranging from a one year to three year period, with a grant date fair value of $ 1.60 and $ 1.91 per unit, respectively. During the years
ended September 30, 2023 and 2022, 331,788 and 40,624 RSUs vested, respectively. The total expense for the years ended September 30,
2023 and 2022 related to the RSU's was $ 473,142 and $ 364,883, respectively. No RSUs were forfeited during the years ended September
30, 2023 and 2022.

 General

 As of September 30, 2023, 1,137,983 shares were
available for future issuance on a combined basis under the 2017 Plan and the Inducement Plan. Unrecognized stock-based compensation
was $ 1,474,119 as of September 30, 2023. The unrecognized share-based expense is expected to be recognized over a weighted average
period of 1.8 years.

 F- 19

 NOTE 9 - Stockholders' Equity

 July 2023 Public Offering

 On July 24, 2023, the Company entered into an
underwriting agreement with The Benchmark Company, LLC, as underwriter ("Benchmark"), relating to the issuance and sale of
 5,250,000 shares of the Company's common stock, par value $ 0.001 per share, at a price to the public of $ 1.00 per share (the "July
2023 Public Offering"). In addition, under the terms of the July 2023 Public Offering, the Company granted Benchmark an option,
exercisable for 30 days, to purchase up to an additional 787,500 shares of common stock on the same terms ("the Overallotment Option").
The July 2023 Public Offering closed on July 27, 2023, and the Company completed the sale and issuance of an aggregate of 6,037,500 shares
of its common stock, including the exercise in full of the Overallotment Option.

 The net proceeds to the Company from the July
2023 Public Offering were approximately $ 5.2 million after deducting underwriting discounts and other offering expenses payable by the
Company. The Company intends to use the net proceeds from this offering to: (i) support the commercial launch of the EVO sEEG electrode
with Zimmer Biomet, (ii) support the FDA submission for the OneRF ablation system and (iii) complete the design of a novel drug delivery
electrode, among other general corporate purposes.

 At-The-Market Offering

 On December 21, 2022, the Company entered into
a Capital on Demand TM Sales Agreement ("Sales Agreement") with JonesTrading Institutional Services LLC ("JonesTrading")
to create an at-the-market offering program ("ATM") under which the Company may offer and sell shares having an aggregate
offering price of up to $ 14.5 million. JonesTrading is entitled to a commission at a fixed commission rate equal to up to 3 % of the gross
proceeds. As of September 30, 2023, 1,439,677 shares of common stock were issued for gross proceeds of $ 2,552,656 under the ATM, and
issuance costs in the amount of $ 234,725 have been incurred in connection with the ATM. On July 24, 2023, we decreased the amount of
common stock that can be sold pursuant to the Sales Agreement, such that we were offering up to an aggregate of $ 2,560,000 of our common
stock for sale under the Sales Agreement, including the shares of common stock previously sold.

 2021 Public Offering

 On October 13, 2021, the Company, entered
into an underwriting agreement (the "Underwriting Agreement") with Craig-Hallum Capital Group LLC, as underwriter (the "Underwriter"),
relating to the issuance and sale of 3,750,000 shares of the Company's common stock at a price to the public of $ 3.20 per share.
In addition, under the terms of the Underwriting Agreement, the Company granted the Underwriter an option, exercisable for 30 days, to
purchase up to an additional 562,500 shares of common stock on the same terms. The base offering closed on October 15, 2021, and the
sale of 422,057 shares of common stock subject to the Underwriter's overallotment option closed on November 15, 2021.

 The gross proceeds to the Company from this offering
were approximately $ 13.4 million prior to deducting underwriting discounts and other offering expenses payable by the Company in
the amount of approximately $ 1.4 million in the aggregate.

 Warrant Activity and Summary

 The following table summarizes warrant activity
during the years ended September 30, 2023 and 2022:

 Warrants

 Exercise
 Price Per
 Warrant

 Weighted
 Average Exercise

 Price

 Weighted
 Average Term
 (years)

 Outstanding and exercisable at September 30, 2021

 7,503,808

 $
 5.25 - 9.00

 $
 6.06

 3.23

 Issued

 350,000

 $
 3.00

 $
 3.00

 4.84

 Exercised

 —

 $
 —

 $
 —

 —

 Reverse split adjustment correction

 ( 100
)

 $
 —

 $
 —

 —

 Expired

 ( 750,364
)

 $
 5.40

 $
 5.40

 —

 Outstanding and exercisable at September 30, 2022

 7,103,344

 $
 3.00 - 9.00

 $
 5.98

 2.68

 Issued

 —

 $
 —

 $
 —

 —

 Exercised

 —

 $
 —

 $
 —

 —

 Expired

 ( 900,918
)

 $
 5.61 - 9.00

 $
 6.38

 —

 Outstanding at September 30, 2023

 $
 3.00 - 9.00

 $
 5.92

 2.00

 Outstanding and exercisable at September
 30, 2023

 $
 3.00 - 900

 $
 5.92

 2.00

 F- 20

 The following table summarizes information about
warrants outstanding at September 30, 2023:

 Exercise Price

 Number Outstanding

 Weighted Average
 Remaining Contractual

 life (Years)

 Number Exercisable at
 September
 30,
 2023

 $
 3.00

 350,000

 3.84

 350,000

 $
 5.25

 4,166,682

 2.29

 4,166,682

 $
 5.61

 220,855

 4.75

 220,855

 $
 6.00

 45,171

 0.75

 45,171

 $
 7.50

 279,727

 0.41

 279,727

 $
 8.25

 62,906

 0.75

 62,906

 $
 9.00

 1,077,085

 0.25

 1,077,085

 Total

 NOTE 10 - Concentrations

 Revenue

 One customer accounts for all of the Company's
product and collaborations revenue.

 Supplier concentration

 One contract manufacturer produces all of the
Company's Strip/Grid Products and sEEG Products and another supplier was responsible for the development of the Company's
OneRF Ablation system.

 NOTE 11 - Income Taxes

 The effective tax rate for the Company for the
years ended September 30, 2023 and 2022 was zero percent. A reconciliation of income tax computed at the statutory federal income tax
rate to the provision (benefit) for income taxes included in the accompanying statements of operations for the years ended September
30 is as follows:

 2023

 2022

 Income tax benefit at federal statutory rate

 ( 21.0
)%

 ( 21.0
)%

 State income tax, net of federal benefit

 ( 7.7
)

 ( 7.7
)

 Research credits

 ( 1.7
)

 ( 3.0
)

 Stock-based compensation and other

 0.8

 0.7

 Valuation allowance

 29.6

 31.0

 Effective tax rate

 —

 %

 —

 %

 Significant components of the Company's
deferred tax assets and liabilities are summarized in the tables below as of September 30:

 2023

 2022

 Deferred tax assets:

 Federal and state operating loss carryforwards

 $
 11,657,158

 $
 10,164,679

 Acquired intangibles

 28,352

 26,447

 Accruals and other

 63,301

 70,399

 Research and development capitalization

 1,780,649

 —

 Research and development credit carryforwards

 1,314,487

 1,107,559

 Stock-based compensation

 788,790

 688,998

 Total deferred tax assets

 15,632,737

 12,058,082

 Deferred tax liabilities:

 Fixed assets and other

 ( 204,829
)

 ( 140,538
)

 Total deferred tax liabilities

 ( 204,829
)

 ( 140,538
)

 Valuation allowance

 ( 15,427,908
)

 ( 11,917,544
)

 Net deferred tax assets

 $
 —

 $
 —

 F- 21

 As of September 30, 2023 and 2022, the Company
had gross deferred tax assets of approximately $ 15,633,000 and $ 12,058,000, respectively. Realization of the deferred assets is primarily
dependent upon future taxable income, if any, the amount and timing of which are uncertain. The Company has had significant pre-tax losses
since its inception. The Company has not yet generated revenues from sales to the level of becoming profitable. Accordingly, the net deferred
tax assets have been fully offset by a valuation allowance of approximately $ 15,428,000 and $ 11,918,000 as of September 30, 2023 and 2022,
respectively. Net deferred tax assets will continue to require a valuation allowance until the Company can demonstrate their realizability
through sustained profitability or another source of income.

 As of September 30, 2023 and 2022, the Company's
federal net operating loss carryforwards were approximately $ 40,571,000 and $ 35,408,000, respectively. The Company had federal research
credit carryforwards as of September 30, 2023 and 2022 of approximately $ 1,074,000 and $ 759,000, respectively. The federal net operating
loss incurred prior to January 1, 2018 and tax credit carryforwards will begin to expire in 2036 if not utilized. Federal net operating
losses incurred after December 31, 2017 will not expire. As of September 30, 2023 and 2022, the Company had state net operating loss
carryforwards of approximately $ 40,522,000 and $ 35,249,000, respectively. The Company had state research credit carryforwards of approximately
$ 598,000 and $ 441,000 as of September 30, 2023 and 2022, respectively. The state net operating loss carryforwards will begin to expire
in 2031, if not utilized, and the state research credit carryforwards will begin to expire in 2032 if not utilized.

 Utilization of the net operating loss carryforwards
and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by Section 382 of the
Internal Revenue Code of 1986, as amended, and similar state provisions. Generally, in addition to certain entity reorganizations, the
limitation applies when one or more "5-percent shareholders" increase their ownership, in the aggregate, by more than 50
percentage points over a 36-month testing period or beginning the day after the most recent ownership change, if shorter. The annual
limitation may result in the expiration of net operating losses and credits before utilization.

 In accordance with ASC 740, Income Taxes ("ASC
740"), specifically related to uncertain tax positions, a Company is required to use a recognition threshold and a measurement attribute
for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits
to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. A reconciliation
of the beginning and ending amounts of unrecognized tax positions for the years ended September 30 is as follows:

 2023

 2022

 Unrecognized tax positions, beginning of year

 $
 —

 $
 —

 Gross increase, current period tax positions

 231,968

 —

 Unrecognized tax positions, end of year

 $
 231,968

 $
 —

 If recognized, none of the unrecognized tax positions
would impact the Company's income tax benefit or effective tax rate as long as the Company's net deferred tax assets remain subject to
a full valuation allowance. The Company does not expect any significant increases or decreases to the Company's unrecognized tax positions
within the next 12 months.

 In accordance with this guidance, the Company
has adopted a policy under which, if required to be recognized in the future, interest related to the underpayment of income taxes will
be classified as a component of interest expense and any related penalties will be classified in operating expenses in the accompanying
statements of operations.

 F- 22

 The Company has tax filing obligations in the
following jurisdictions: U.S. federal, Minnesota and California. The income tax returns since inception as a corporation in 2016 are
subject to examination by the federal and state taxing authorities.

 NOTE 12 - Defined Contribution Plan

 The Company has a 401(k) defined contribution
plan (the "401K Plan") for all employees over age 21. Employees can defer up to 100 % of their compensation through payroll
withholdings into the 401K Plan subject to federal law limits. The Company may match 100 % of deferrals up to 3 % of one's contributions.
The Company's matching contributions to employee deferrals are discretionary. The Company may also make discretionary profit sharing
contributions under the 401K Plan in the future, but it has not done so through September 30, 2023.

 Employee contributions and any employer matching
contributions made to satisfy certain non-discrimination tests required by the Internal Revenue Code are 100 % vested upon contribution.
Discretionary employer matches to employee deferrals vest over a six year period beginning on the second anniversary of an employee's
date of hire. Discretionary profit sharing contributions vest over a five year period beginning on the first anniversary of an employee's
date of hire. The amount of contributions made by the Company under the 401K Plan during the years ended September 30, 2023 and 2022
was nil and $ 30,697, respectively.

 NOTE 13 - Subsequent Events

 First Amendment to 2021 Inducement Plan

 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.

 At-The-Market Offering

 On December 1, 2023, the Company increased the amount of common stock that can be sold pursuant to the Sales Agreement
with JonesTrading, such that we are offering up to an aggregate of $ 4.8 million of common stock for sale under the Sales Agreement, including
the shares of common stock previously sold.

 F- 23

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 ITEM 9A. CONTROLS AND PROCEDURES

 Evaluation of Disclosure Controls and Procedures

 We maintain disclosure controls and procedures
(as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) which are controls and other procedures that are designed to provide
reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is
accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow
timely decisions regarding required disclosure.

 As of September 30, 2023, our management, with
the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation
of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Disclosure controls and
procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports
we file or submit under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance
level as of September 30, 2023.

 Management's Annual Report on Internal
Control Over Financial Reporting

 Our management is responsible for establishing
and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial
reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that,
in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting
principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and Board of
Directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition
of our assets that could have a material effect on the financial statements.

 Our management, including our Chief Executive
Officer and Chief Financial Officer, recognizes that our internal control over financial reporting cannot prevent or detect all errors
and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that
the control system's objectives will be met. The design of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all
control issues and instances of fraud, if any, have been detected. The design of any system of controls is based in part on certain assumptions
about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under
all potential future conditions.

 Management, with the participation of the Chief
Executive Officer and Chief Financial Officer, assessed our internal control over financial reporting as of September 30, 2023, the end
of our fiscal year. Management based its assessment on criteria established in Internal Control-Integrated Framework (2013) issued by
the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, management has concluded that the Company's
internal control over financial reporting was effective as of September 30, 2023.

 Exemption from Attestation Report of Independent Registered Public
Accounting Firm

 This Report does not include an attestation report
of our independent registered public accounting firm regarding internal control over financial reporting. Management's report was
not subject to attestation by our independent registered public accounting firm pursuant to the rules of the SEC that permit us
to provide only Management's report because we are a non-accelerated filer.

 Changes in Internal Control Over Financial
Reporting

 No change in our internal control over financial
reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter ended September 30, 2023 that
has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 ITEM 9B. OTHER INFORMATION

 None.

 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS
THAT PREVENT INSPECTIONS

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE

 The information required by Item 10 is hereby
incorporated by reference to the sections of the 2024 Proxy Statement under the captions "Executive Compensation", "Proposal
No. 1 – Election of Class I Director," and "Executive Officers," and "Board and Committee Information."

 ITEM 11. EXECUTIVE COMPENSATION

 The information required by Item 11 is hereby
incorporated by reference to the sections of the 2024 Proxy Statement under the captions "Executive Compensation" (excluding
the information under the subheading "Pay versus Performance") and "Proposal No. 1 – Election of Class I Director
– Non-Employee Director Compensation."

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

 The information required by Item 12 is hereby
incorporated by reference to the sections of the 2024 Proxy Statement under the captions "Security Ownership of Certain Beneficial
Owners and Management" and "Executive Compensation – Securities Authorized for Issuance under Equity Compensation Plan."

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 The information required by Item 13 is hereby
incorporated by reference to the sections of the 2024 Proxy Statement under the captions "Certain Relationships and Related-Party
Transactions" and "Board and Committee Information."

 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 The information required by Item 14 is hereby
incorporated by reference to the sections of the 2024 Proxy Statement under the caption "Proposal No. 2 – Ratification of
Independent Registered Public Accounting Firm."

 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES

 (a)

 The following documents are filed as part of this Annual Report:

 (1)

 Financial Statements: The financial statements filed as part of this
 Annual Report are listed in Part II, Item 8.

 (2)

 Financial Statement Schedules:

 No financial statement schedules are
provided because the information called for is not required or is shown either in the financial statements or notes thereto.

 (3)

 Exhibits: The exhibits incorporated by reference or filed as part of
 this Annual Report are listed in the Index to Exhibits below.

 Exhibit No.

 Document

 2.1 ***

 Agreement and Plan of Merger and Reorganization by
 and among NeuroOne Medical Technologies Corporation, OSOK Acquisition Company and NeuroOne, Inc. dated as of July 20, 2017 (incorporated
 by reference to Exhibit 2.1 on the Registrant's Current Report on Form 8-K filed on July 20, 2017)

 2.2

 Plan of Conversion of NeuroOne Medical Technologies
 Corporation dated June 20, 2017 (incorporated by reference to Exhibit 2.1 on the Registrant's Current Report on Form 8-K filed
 on June 29, 2017)

 3.1

 Certificate of Incorporation of NeuroOne Medical Technologies
 Corporation (incorporated by reference to Exhibit 3.4 on the Registrant's Current Report on Form 8-K filed on June, 29, 2017)

 3.2

 Certificate of Amendment to Amended and Restated Certificate
 of Incorporation of NeuroOne Medical Technologies Corporation (incorporated by reference to Exhibit 3.1 on the Registrant's
 Current Report on Form 8-K filed on March 31, 2021)

 3.3

 Bylaws of NeuroOne Medical Technologies Corporation
 (incorporated by reference to Exhibit 3.5 on the Registrant's Current Report on Form 8-K filed on June 29, 2017)

 4.1

 Form of Common Stock Certificate (incorporated by reference
 to Exhibit 4.1 on the Registrant's Current Report on Form 8-K filed on July 20, 2017)

 4.2

 Description of Securities (incorporated by reference
 to Exhibit 4.2 on the Registrant's Annual Report on Form 10-K filed on December 20, 2019)

 10.1 #

 Amended and Restated Exclusive Start-up Company License
 Agreement effective January 21, 2020 by and between NeuroOne Medical Technologies Corporation and Wisconsin Alumni Research Foundation
 (incorporated by reference to Exhibit 10.1 on the Registrant's Current Report on Form 8-K filed on January 24, 2020)

 10.2 ##

 Mayo Foundation for Medical Education
and Research Amended and Restated License and Development Agreement by and between Mayo Foundation for Medical Education and Research,
and NeuroOne LLC dated as of May 25, 2017 (incorporated by reference to Exhibit 10.3 on the Registrant's Current Report on Form
8-K filed on July 20, 2017)

 10.3 +

 2016 Equity Incentive Plan of NeuroOne, Inc. (incorporated
by reference to Exhibit 10.11 on the Registrant's Current Report on Form 8-K filed on July 20, 2017)

 10.3.1 +

 Form of Stock Option Award Agreement pursuant to 2016
Equity Incentive Plan of NeuroOne, Inc. (incorporated by reference to Exhibit 10.12 on the Registrant's Current Report on Form
8-K filed on July 20, 2017)

 10.4 +

 2017 Equity Incentive Plan of the Company (incorporated
by reference to Appendix G to Schedule 14C filed on April 20, 2017)

 10.4.1 +

 NeuroOne Medical Technologies Corporation 2017 Equity
Incentive Plan Option Agreement (incorporated by reference to Exhibit 10.15 on the Registrant's Current Report on Form 8-K filed
on July 20, 2017)

 10.4.2 +

 NeuroOne Medical Technologies Corporation 2017 Equity Incentive Plan Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.16 on the Registrant's Current Report on Form 8-K filed on July 20, 2017)

 10.5 +

 NeuroOne Medical Technologies Corporation 2021 Inducement
Plan (incorporated by reference to Exhibit 10.1 on the Registrant's Current Report on Form 8-K filed on October 4, 2021)

 10.5.1 +

 NeuroOne Medical Technologies Corporation 2021 Inducement
Plan Form of Option Grant Agreement (incorporated by reference to Exhibit 10.2 on the Registrant's Current Report on Form 8-K filed
on October 4, 2021)

 10.6 +

 Offer Letter to Mark Christianson from NeuroOne, Inc.
dated December 1, 2016 (incorporated by reference to Exhibit 10.18 on the Registrant's Current Report on Form 8-K filed on July
20, 2017)

 10.7 +

 Form of Indemnification Agreement with the Company's
Officers and Directors (incorporated by reference to Exhibit E to Appendix B to Schedule 14C filed on April 20, 2017)

 10.8 +

 Employment Agreement by and between NeuroOne Medical
Technologies Corporation and David A. Rosa dated August 4, 2017 (incorporated by reference to Exhibit 10.1 on the Registrant's
Current Report on Form 8-K filed on August 7, 2017)

 10.9 +

 Non-Employee Director Compensation Policy (incorporated
by reference to Exhibit 10.40 on the Registrant's Annual Report on Form 10-K filed April 16, 2018)

 10.10

 Form of Warrant (incorporated by reference to Exhibit
4.1 on the Registrant's Current Report on Form 8-K filed July 13, 2018)

 10.11

 Form of Registration Rights Agreement (incorporated
by reference to Exhibit 10.2 on the Registrant's Current Report on Form 8-K filed July 13, 2018)

 10.12 +

 Employee Proprietary Information, Inventions, Assignment
and Non-Competition Agreement. (incorporated by reference to Exhibit 10.52 on the Registrant's Annual Report on Form 10-KT filed
on December 12, 2018)

 10.13

 Form
of Warrant (incorporated by reference to Exhibit 4.1 on the Registrant's Current Report on Form 8-K filed on January 4, 2019)

 10.14

 Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 on the Registrant's Current Report on Form 8-K filed on January 4, 2019)

 10.15 +

 Offer Letter between Steve Mertens and NeuroOne Medical Technologies Corporation, effective April 1, 2019 (incorporated by reference to Exhibit 10.2 on the Registrant's Quarterly Report on Form 10-Q filed on May 10, 2019)

 10.16

 Form of Conversion Warrant (incorporated by reference to Exhibit 4.2 on the Registrant's Current Report on Form 8-K filed on March 6, 2019)

 10.15

 Form of Paulson Placement Agent Warrant (incorporated by reference to Exhibit 4.2 on the Registrant's Current Report on Form 8-K filed on July 5, 2019)

 10.17

 Form of HRA Placement Agent Warrant (incorporated by reference to Exhibit 4.3 on the Registrant's Current Report on Form 8-K filed on July 5, 2019)

 10.18

 Lease Agreement dated October 7, 2019, by and among NeuroOne Medical Technologies Corporation and Biynah Cleveland, LLC, BIP Cleveland, LLC, and Edenvale Investors (incorporated by reference to Exhibit 10.1 on the Registrant's Current Report on Form 8-K filed on October 11, 2019)

 10.19

 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 on the Registrant's Current Report on Form 8-K filed on October 29, 2019)

 10.20

 Form of Broker Warrant (incorporated by reference to Exhibit 4.1 on the Registrant's Current Report on Form 8-K filed on January 24, 2020)

 10.21

 Form of Warrant (incorporated by reference to Exhibit 4.2 on the Registrant's Current Report on Form 8-K filed on May 1, 2020)

 10.22

 Exclusive Development and Distribution Agreement dated as of July 20, 2020 by and between the Company and Zimmer, Inc. (incorporated by reference to Exhibit 10.1 on the Registrant's Current Report on Form 8-K filed on July 22, 2020)

 10.22.1

 Amendment to Exclusive Development and Distribution Agreement by and between the Company and Zimmer, Inc. dated January 6, 2021 (incorporated by reference to Exhibit 10.39 on the Registrant's Annual Report on Form 10-K filed on December 15, 2021)

 10.22.2

 Second Amendment to Exclusive Development and Distribution Agreement by and between the Company and Zimmer, Inc. dated June 28, 2022 (incorporated by reference to Exhibit 10.1 on the Registrant's Quarterly Report on Form 10-Q filed on August 11, 2022)

 10.22.3

 Third Amendment to Exclusive Development and Distribution Agreement by and between the Company and Zimmer, Inc. dated August 2, 2022 (incorporated by reference to Exhibit 10.2 on the Registrant's Quarterly Report on Form 10-Q filed on August 11, 2022)

 10.23 +

 Employment Offer Letter, dated as of January 1, 2021, by and between Ron McClurg and the Company (incorporated by reference to Exhibit 10.1 on the Registrant's Current Report on Form 8-K filed on January 7, 2021)

 10.24

 Form of Warrant (incorporated by reference to Exhibit 4.1 on the Registrant's Current Report on Form 8-K filed on January 15, 2021)

 10.25

 Form of Common Stock and Warrant Purchase Agreement (incorporated by reference to Exhibit 10.1 on the Registrant's Current Report on Form 8-K filed on January 15, 2021)

 10.26

 Underwriting Agreement, dated October 13, 2021, between NeuroOne Medical Technologies Corporation and Craig-Hallum Capital Group LLC (incorporated by reference to Exhibit 1.1 on the Registrant's Current Report on Form 8-K filed on October 14, 2021)

 10.27

 Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.1 on the Registrant's Quarterly Report on Form 10-Q filed on August 11, 2022)

 10.28

 Capital on Demand Sales Agreement, dated December 21, 2022 between NeuroOne Medical Technologies Corporation and JonesTrading Institutional Services LLC (incorporated by reference to Exhibit 1.1 on the Registrant's Annual Report on Form 10-K filed on December 22, 2022)

 10.29

 Underwriting Agreement, dated July 24, 2023, between NeuroOne Medical Technologies Corporation and The Benchmark Company, LLC (incorporated by reference to Exhibit 1.1 on the Registrant's Current Report on Form 8-K filed on July 27, 2023)

 21.1*

 Subsidiaries of the Registrant

 23.1*

 Consent of Baker Tilly US, LLP

 31.1*

 Certification of Principal Executive Officer Pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2*

 Certification of Principal Financial Officer Pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1**

 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 32.2**

 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 97.1*

 NeuroOne Medical Technologies Corporation Policy for the Recovery of Erroneously Awarded Compensation

 101.INS

 101.SCH

 101.CAL

Document

 101.DEF

Document

 101.LAB

 101.PRE

Document

 104.1

 Cover Page Interactive Data File (formatted as Inline

 *
 Indicates
 filed herewith.

 **
 Indicates
 furnished herewith.

 ***

 Pursuant to Item 601(b)(2) of Regulation S-K, the Registrant agrees
 to furnish supplementally a copy of any omitted schedule or exhibit to the Agreement and Plan of Merger to the Securities and Exchange
 Commission upon request.

 #

 Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5)
 of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. Certain portions of the
 exhibits that are not material have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. Copies of the unredacted exhibits
 will be furnished to the SEC upon request.

 ##

 Portions of this exhibit have been omitted pursuant to a request for
 confidential treatment and have been separately filed with the Securities and Exchange Commission.

 +

 Indicates management contract or compensatory plan.

 (b)

 The exhibits listed in Item 15(a)(3) are hereby filed with this Annual
 Report.

 (c)

 None.

 ITEM 16. FORM 10-K SUMMARY

 None.

 SIGNATURES

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

 Date: December 15, 2023

 NEUROONE MEDICAL TECHNOLOGIES CORPORATION

 By:

 /s/ DAVID ROSA

 David Rosa

 Chief Executive Officer

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

 SIGNATURE

 TITLE

 DATE

 /s/ DAVID ROSA

 Chief Executive Officer and Director

 David Rosa

 (Principal Executive Officer)

 /s/ RONALD MCCLURG

 Chief Financial Officer

 Ronald McClurg

 (Principal Financial Officer and Principal Accounting Officer)

 /s/ PAUL BUCKMAN

 Chairman of the Board of Directors

 Paul Buckman

 /s/ EDWARD ANDRLE

 Member of the Board of Directors

 Edward Andrle

 /s/ JEFFREY MATHIESEN

 Member of the Board of Directors

 Jeffrey Mathiesen

 426-1383 0.63 0.65 15998567 18121108 false FY 0001500198

 2023-03-31

 2023-12-15

 us-gaap: USTreasurySecuritiesMember

 nmtc: StockOptionsMember

 nmtc: StockOptionsMember

 2020-09-30

 2021-06-30
 2021-06-30

 nmtc: WARFLicenseAgreementMember

 us-gaap: RoyaltyMember

 us-gaap: RoyaltyMember

 2019-10-07
 2019-10-07

 nmtc: HeadquartersLeaseMember

 2019-10-07
 2019-10-07

 2021-07-01

 2021-07-01
 2021-07-01

 2022-11-04

 2022-11-01
 2022-11-04

 nmtc: MayoAgreementMember

 nmtc: LicenseAgreementYearTwoZeroTwoFourMember

 nmtc: LicenseAgreementYearTwoZeroTwoFiveMember

 nmtc: LicenseAgreementYearTwoZeroTwoSixMember

 nmtc: LicenseAgreementYearTwoZeroTwoSevenMember

 2021-09-29

 2022-08-02
 2022-08-02

 nmtc: DevelopmentAgreementMember

 2022-08-02
 2022-08-02

 nmtc: ZimmerWarrantMember

 nmtc: DevelopmentAgreementMember

 2021-10-04
 2021-10-04

 nmtc: InducementPlanMember

 2023-11-09

 nmtc: InducementPlanMember

 2023-11-09

 2022-01-01
 2022-01-01

 nmtc: StockOptionsMember

 nmtc: StockOptionsMember

 us-gaap: RestrictedStockMember

 us-gaap: RestrictedStockMember

 2022-09-29

 2022-09-29

 2023-07-24

 2023-07-24
 2023-07-24

 2023-07-27

 2022-12-01
 2022-12-21

 2023-07-24

 2021-10-13

 2021-10-13
 2021-10-13

 2021-11-15

 2021-09-29

 2021-09-29

 nmtc: ThreePointZeroZeroMember

 nmtc: ThreePointZeroZeroMember

 nmtc: FivePointTwoFiveMember

 nmtc: FivePointTwoFiveMember

 nmtc: FivePointSixOneMember

 nmtc: FivePointSixOneMember

 nmtc: SixPointZeroZeroMember

 nmtc: SixPointZeroZeroMember

 nmtc: SevenPointFiveZeroMember

 nmtc: SevenPointFiveZeroMember

 nmtc: EightPointTwoFiveMember

 nmtc: EightPointTwoFiveMember

 nmtc: NinePointZeroZeroMember

 nmtc: NinePointZeroZeroMember

 nmtc: StateMember

 nmtc: StateMember

 us-gaap: ResearchMember

 us-gaap: ResearchMember

 2023-12-30

 2022-12-30

 2022-03-31

 2022-04-01
 2022-12-31

 2022-12-31

 us-gaap: SubsequentEventMember

 2023-11-09

 srt: ScenarioForecastMember

 2023-12-01
 2023-12-01

 utr:sqm