NEUROONE MEDICAL TECHNOLOGIES Corp Stock Compensation Disclosure

NOTE 8 - Stock-Based Compensation

 

During the years ended September 30, 2025 and 2024, stock-based compensation expense related to the stock options and restricted stock units was included in selling, general and administrative and research and development costs as follows in the accompanying statements of operations:

 

		2025				2024
Selling, general and administrative		$	990,586			$	1,064,819
Research and development			274,022				279,657
Total stock-based compensation expense		$	1,264,608			$	1,344,476

 

2025 Equity Incentive Plan

 

On January 10, 2025, the Board of Directors of the Company adopted the NeuroOne Medical Technologies Corporation 2025 Equity Incentive Plan (the “2025 Plan”). On February 14, 2025, at the 2025 annual meeting of stockholders, the stockholders of the Company approved the 2025 Plan.

  

The 2025 Plan is the successor to and continuation of the Company’s 2017 Equity Incentive Plan (the “2017 Plan”) and to the Company’s 2016 Equity Incentive Plan (together, the “Prior Plans”). As of the Effective Date, (i) no additional awards may be granted under the Prior Plans; (ii) any Returning Shares will become available for issuance pursuant to Awards granted under the 2025 Plan; and (iii) all outstanding awards granted under the Prior Plans will remain subject to the terms of the Prior Plans (except to the extent such outstanding awards result in returning shares that become available for issuance pursuant to awards granted under the 2025 Plan).

 

Initially, the maximum number of shares of the Company’s common stock, that may be issued under the 2025 Plan may not exceed (1) 3,000,000 and (2) any shares subject to outstanding stock awards under the 2017 Plan that are forfeited or otherwise returned to the share reserve.

 

Inducement Plan

 

In October 2021, the Company adopted the NeuroOne Medical Technologies Corporation 2021 Inducement Plan (the “Inducement Plan”), 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 a 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, and on May 20, 2025, the Board adopted the Second 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 an additional 575,000 shares.

   

2017 Plan and Evergreen Provision

 

On January 1, 2025, 1,124,446 shares were added to the 2017 Plan as a result of the evergreen provision within the 2017 Plan. However, upon the adoption of the 2025 Plan, there will be no further issuance of grants under the 2017 Plan and any forfeitures of grants issued under the 2017 Plan will be added to the amount available for future issuance under the 2025 Plan. Grants issued under the 2017 Plan will continue to be governed under the terms of the 2017 Plan.

Stock Options

 

During the years ended September 30, 2025 and 2024, 3,336,571 and 1,225,669 stock options were granted to employees, directors and consultants, respectively, with a weighted average grant date fair value of $0.50 and $1.08 per share, respectively. The options granted have vesting periods ranging from one year to four years. All options expire ten years from the date of grant. The total expense for the years ended September 30, 2025 and 2024 related to the stock options was $779,428 and $808,057, respectively. The following table summarizes the Company’s stock option plan activity for the years ended September 30, 2025 and 2024:

 

		Number of Options				Weighted Average Exercise Price				Weighted- Average Remaining Contractual Term (years)				Aggregate Intrinsic Value(1)
Outstanding at September 30, 2023			1,708,427			$	4.34				7.7			$	20,064
Granted			1,225,669			$	1.26				—				—
Exercised			—			$	—				—				—
Forfeited/Cancelled			(120,000	)		$	1.33				—				—
Outstanding at September 30, 2024			2,814,096			$	3.13				7.7			$	22,685
Granted			3,336,571			$	0.60				—				—
Exercised			—			$	—				—				—
Forfeited/Cancelled			(67,500	)		$	1.82				—				—
Outstanding at September 30, 2025			6,083,167			$	1.76				8.3				999,882
Vested and expected to vest at September 30, 2025			6,083,167			$	1.76				8.3			$	999,882
Vested and exercisable at September 30, 2025			2,172,035			$	3.62				6.4			$	44,288

 

(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, 2025 and 2024 of $0.89 and $0.99 per share, respectively. As of September 30, 2025 and 2024, 2,772,156 and 2,780,581 outstanding options, respectively, had no intrinsic value.

  

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: 

 

		2025				2024
Expected stock price volatility			110.0	%			111.9	%
Expected life of options (years)			6.0				6.1
Expected dividend yield			0	%			0	%
Risk free interest rate			4.0	%			4.6	%

 

During the years ended September 30, 2025 and 2024, 810,476 and 289,072 stock options vested, respectively. During the years ended September 30, 2025 and 2024, 67,500 and 120,000 stock options were forfeited, respectively. No options were exercised during the years ended September 30, 2025 and 2024.

Restricted Stock Units

 

A summary of restricted stock unit (“RSU”) activity is as follows for the years ended September 30, 2025 and 2024:

 

		Number of
		Shares
Non-vested at September 30, 2023			393,370
Granted			1,006,725
Vested			(270,333	)
Non-vested at September 30, 2024			1,129,762
Granted			83,334
Forfeitures			(2,500	)
Vested			(397,900	)
Non-vested at September 30, 2025			812,696

 

During the years ended September 30, 2025 and 2024, 83,334 and 1,006,725 RSUs were granted to members of the Company’s Board of Directors and employees with a grant date fair value of $1.20 and $1.03 per unit, respectively. The RSUs granted in fiscal year 2025 vest over a one-year period in equal annual installments on a monthly basis, subject to the recipient’s continued service on such dates. The RSUs granted to employees in fiscal year 2024 vest over a four-year period in equal annual installments on the anniversary date of the grant, subject to the recipient’s continued service on such dates. During the years ended September 30, 2025 and 2024, 397,900 and 270,333 RSUs vested, respectively. The total expense for the years ended September 30, 2025 and 2024 related to the RSU’s was $485,180 and $536,419, respectively. There were 2,500 and zero RSU forfeitures during the years ended September 30, 2025 and 2024, respectively.

 

General

 

As of September 30, 2025, 1,761,970 shares were available for future issuance on a combined basis under the 2025 Plan and the Inducement Plan. Unrecognized stock-based compensation was $2,869,224 as of September 30, 2025. The unrecognized share-based expense is expected to be recognized over a weighted average period of 3.2 years.