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United States securities and exchange commission logo





                               February 19, 2021

       David Rosa
       President and Chief Executive Officer
       NeuroOne Medical Technologies Corporation
       7599 Anagram Drive
       Eden Prairie, MN 55344

                                                        Re: NeuroOne Medical
Technologies Corporation
                                                            Registration
Statement on Form S-1
                                                            Filed February 10,
2021
                                                            File No. 333-252951

       Dear Mr. Rosa:

              We have limited our review of your registration statement to
those issues we have
       addressed in our comments. In some of our comments, we may ask you to
provide us with
       information so we may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-1

       Cover Page

   1.                                                   You appear to be
registering the resale of warrants and units in addition to the resale of the
                                                        common stock. Since
there does not appear to be a market for the warrants or the units at
                                                        this time, please
disclose the offering price of the warrants and of the units, in accordance
                                                        with Regulation S-K
Item 501(b)(3), at a fixed price. Also, we note that currently only the
                                                        description of the
common stock is included in the "Description of Securities to be
                                                        Registered" portion of
the prospectus. Please also include the required description of the
                                                        warrants and units in
accordance with Regulation S-K Item 202 in that section. If you
                                                        only intend to register
the resale of the common stock, which is currently issued or
                                                        issuable upon exercise
of the warrants, please revise to make that clear.
 David Rosa
NeuroOne Medical Technologies Corporation
February 19, 2021
Page 2

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Tim Buchmiller at 202-551-3635 or Jordan Metoyer at
202-551-6001 with
any questions.



                                                           Sincerely,
FirstName LastNameDavid Rosa
                                                   Division of Corporation
Finance
Comapany NameNeuroOne Medical Technologies Corporation
                                                   Office of Life Sciences
February 19, 2021 Page 2
cc:       Emily Johns, Esq.
FirstName LastName
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