NOTE 8 – Stock-Based Compensation

During the three and nine months ended June 30, 2026 and 2025, stock-based compensation expense related to stock-based awards was included in selling, general and administrative and research and development costs as follows in the accompanying condensed statements of operations.

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) 500,000 and (2) any shares subject to outstanding stock awards under the 2017 Plan that are forfeited or otherwise returned to the share reserve.

On April 3, 2026, at the 2026 annual meeting of stockholders, the stockholders of the Company approved the increase in share authorization under the 2025 Plan by 250,000 shares for a revised aggregate total of 750,000 shares. In addition, an evergreen provision was approved whereby the number of shares available under the 2025 Plan will be increased automatically on January 1 each year between January 1, 2027 and January 1, 2031. The aggregate number of shares of common stock that may be issued pursuant to awards (as defined in the 2025 Plan) by an amount equal to 5% of the fully diluted shares (as defined in the 2025 Plan) as of the last day of the preceding calendar year, provided, however that the Board of Directors may act prior to the effective date of any such annual increase to provide that the increase for such year will be a lesser number of shares of common stock.

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 70,058 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 25,000 shares. Additionally, on May 20, 2025, the Board of Directors 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 95,833 shares. Lastly, on February 25, 2026, the Board of Directors adopted the Third 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 83,333 shares for an aggregate total of 274,224 shares. 

Stock Options

During the three months ended June 30, 2026 and 2025, the Company granted 29,027 and 547,593 stock options, respectively, to its board of directors, officers and employees. During the nine months ended June 30, 2026 and 2025, the Company granted 113,162 and 556,107 stock options, respectively, to its board of directors, officers and employees. Vesting generally occurs over a 12 to 48 month period based on a time of service condition. The grant date fair value of the grants issued during the three months ended June 30, 2026 and 2025 was $3.35 and $2.98 per share, respectively. The grant date fair value of the grants issued during the nine months ended June 30, 2026 and 2025 was $3.38 and $3.03 per share, respectively.

The total expense for the three months ended June 30, 2026 and 2025 related to stock options was $253,243 and $203,095, respectively. The total expense for the nine months ended June 30, 2026 and 2025 related to stock options was $742,331 and $534,426, respectively. The total number of stock options outstanding as of June 30, 2026 and September 30, 2025 was 1,127,065 and 1,013,903, respectively.

The weighted-average assumptions used in the Black-Scholes option-pricing model are as follows for the stock options:

During the three months ended June 30, 2026 and 2025, 177,687 and 22,762 stock options vested, respectively, and zero and 3,205 stock options were forfeited during these periods, respectively. During the nine months ended June 30, 2026 and 2025, 233,130 and 106,786 stock options vested, respectively, and zero and 3,205 stock options were forfeited during these periods, respectively. During the three and nine months ended June 30, 2026 and 2025, no options were exercised.

Restricted Stock Units

During the three and nine months ended June 30, 2026, the Company granted an aggregate of 27,956 and 29,249 restricted stock units (“RSUs”) to a non-employee directors under the 2025 Plan. The weighted average grant date fair value of the RSUs granted during the three and nine months ended June 30, 2026 was $4.77 and $4.75 per RSU. The RSUs granted vest over a one-year period in equal monthly installments, subject to the recipient’s continued service on such dates.

During the nine months ended June 30, 2025, the Company granted an aggregate of zero and 13,890 RSUs to non-employee directors under the 2025 Plan. The weighted average grant date fair value of the RSUs granted during the three and nine months ended June 30, 2025 was $7.20 per RSU. The RSUs granted vest over a one-year period in equal monthly installments, subject to the recipient’s continued service on such dates.

During the three months ended June 30, 2026 and 2025, 7,311 and 5,962 RSUs vested, respectively, and zero and 417 RSUs were forfeited during these periods, respectively. During the nine months ended June 30, 2026 and 2025, 59,294 and 60,355 RSUs vested, respectively, and zero and 417 RSUs were forfeited during these periods, respectively. The total expense for the three months ended June 30, 2026 and 2025 related to these RSUs was $99,534 and $113,559, respectively. The total expense for the nine months ended June 30, 2026 and 2025 related to these RSUs was $311,836 and $371,622, respectively. The total RSUs outstanding as of June 30, 2026 and September 30, 2025 was 105,390 and 135,439, respectively.

General

As of June 30, 2026, 250,708 shares were available in the aggregate for future issuance under the 2025 Plan, 2017 Plan and Inducement Plan. Unrecognized stock-based compensation was $2.3 million as of June 30, 2026. The unrecognized share-based expense is expected to be recognized over a weighted average period of 2.1 years.