Management Change/Compensation Form 8 K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 9, 2024, NeuroOne Medical Technologies Corporation (the "Company") entered into amendments to the employment agreement and offer letters, as applicable (each, an "Amendment") with each of the following executive officers of the Company (collectively, the "Covered Officers"): David Rosa, Chief Executive Officer; Ronald McClurg, Chief Financial Officer; Christopher Volker, Chief Operating Officer; and Steve Mertens, Chief Technology Officer. Such Amendments solely revise the severance benefits that would be afforded to such Covered Officers in the event of a change in control of the Company, subject and pursuant to such Covered Officer's execution and delivery of a separation and release agreement in form reasonably satisfactory to the Company. The terms "change in control", "termination for cause", "termination for good reason", and "termination date" referred to below are defined in each Covered Officer's respective employment agreement and offer letters, as applicable, or Amendment. Under such Amendments, the severance benefits to be afforded to the Covered Officers are as follows:

If within 12 months following or three months prior to the effective date of a change in control of the Company, the Company terminates Mr. Rosa other than a termination for cause, or Mr. Rosa effects a termination for good reason, the Company will pay to Mr. Rosa, in a lump sum in cash within 30 days after the termination date, an amount equal to the sum of (A) the product of 2.0 times his base salary as is then in effect as of the termination date and (B) the product of 2.0 times his target bonus for the year in which the termination date occurs. Additionally, (i) all of Mr. Rosa's remaining stock options, restricted stock or other equity awards that were issued by the Company shall fully vest on the termination date and become immediately exercisable in accordance with the terms of the applicable award documents and agreements, and (ii) Mr. Rosa will be entitled to continued health insurance coverage for himself and covered dependents for up to 24 months following the termination date, with 100% of the cost of such insurance premiums payable by the Company.

If within 12 months following or three months prior to the effective date of a change in control of the Company, the Company terminates Messrs. McClurg, Volker or Mertens (collectively, the "Other Executives") other than due to a termination for cause, or the Other Executives effect a termination for good reason, the Company will pay to each of the Other Executives, in a lump sum in cash within 30 days after the termination date, an amount equal to the sum of (A) the product of 1.25 times his base salary as is then in effect as of the termination date and (B) the product of 1.25 times his target bonus for the year in which the termination date occurs. Additionally, (i) all of the Other Executives' remaining stock options, restricted stock or other equity awards that were issued by the Company shall fully vest on the termination date and become immediately exercisable in accordance with the terms of the applicable award documents and agreements, and (ii) each of the Other Executives will be entitled to continued health insurance coverage for himself and covered dependents for up to 15 months following the termination date, with 100% of the cost of such insurance premiums payable by the Company.

Except as amended by the Amendments, all terms and conditions of the employment agreement and offer letters, as applicable, remain unchanged and in full force and effect. The foregoing description of the Amendments are not complete and are qualified in their entirety by reference to the complete terms and conditions of the Amendments with each of Mr. Rosa, Mr. McClurg, Mr. Volker and Mr. Mertens, which are filed as Exhibits 10.1, 10.2, 10.3, and 10.4, respectively, hereto and incorporated herein by reference.