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Stock-Based Compensation

6 Months Ended

Mar. 31, 2025

Stock-Based Compensation [Abstract]

Stock-Based Compensation

NOTE 8 – Stock-Based Compensation

During the three and six months ended March 31, 2025 and 2024, 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.

		Three Months Ended								Six Months Ended
		March 31,								March 31,
		2025				2024				2025				2024
Selling, general and administrative		$	195,559			$	280,516			$	465,189			$	523,714
Research and development			54,611				76,342				124,205				141,782
Total stock-based compensation expense		$	250,170			$	356,858			$	589,394			$	665,496

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 2017 Plan and to the 2016 Plan (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 (the “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 NeuroOne Medical Technologies 2017 Equity Incentive 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 for a total of 570,350 shares of common stock that may be issued pursuant to equity incentive awards under the Inducement Plan.

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 three months ended March 31, 2025 and 2024, the Company granted 51,075 and 65,000 stock options, respectively, to its board of directors and employees. During the six months ended March 31, 2025 and 2024, the Company granted 51,075 and 1,225,669 stock options, respectively, to its board of directors, officers, employees and consultants. 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 March 31, 2025 and 2024 was $0.98 and $0.91 per share, respectively. The grant date fair value of the grants issued during the six months ended March 31, 2025 and 2024 was $0.98 and $1.08 per share, respectively.

The total expense for the three months ended March 31, 2025 and 2024 related to stock options was $128,378 and $214,188 , respectively. The total expense for the six months ended March 31, 2025 and 2024 related to stock options was $331,332 and $401,619, respectively. The total number of stock options outstanding as of March 31, 2025 and September 30, 2024 was 2,865,171 and 2,814,096, respectively.

The weighted-average assumptions used in the Black-Scholes option-pricing model are as follows for the stock options granted during the three and six months ended March 31, 2025 and 2024:

		Three Months Ended								Six Months Ended
		March 31,								March 31,
		2025				2024				2025				2024
Expected stock price volatility			110.2	%			111.7	%			110.2	%			111.9	%
Expected life of options (years)			5.25				6.0				5.25				6.1
Expected dividend yield			0	%			0	%			0	%			0	%
Risk free interest rate			4.3	%			4.3	%			4.3	%			4.6	%

During the three months ended March 31, 2025 and 2024, 109,535 and 48,295 stock options vested, respectively, and zero stock options were forfeited. During the six months ended March 31, 2025 and 2024, 503,965 and 104,911 stock options vested, respectively, and zero and 55,000 stock options were forfeited during these periods, respectively. During the three and six months ended March 31, 2025 and 2024, no options were exercised.

Restricted Stock Units

During the three and six months ended March 31, 2025, the Company granted an aggregate of 83,334 restricted stock units (“RSUs”) to non-employee directors under the 2025 Plan. The weighted average grant date fair value of the RSUs granted during the three and six months ended March 31, 2025 was $1.20 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 and six months ended March 31, 2024, the Company granted an aggregate of 1,006,725 RSUs to its employees and consultants under the 2017 Plan. The weighted average grant date fair value of the RSUs granted during the three and six months ended March 31, 2024 was $1.03 per RSU. The RSUs granted 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 three months ended March 31, 2025 and 2024, 288,548 and 32,535 RSUs vested, respectively, and no RSUs were forfeited. During the six months ended March 31, 2025 and 2024, 326,358 and 70,214 RSUs vested, respectively, and no RSUs were forfeited. The total expense for the three months ended March 31, 2025 and 2024 related to these RSUs was $121,792 and $142,670, respectively. The total expense for the six months ended March 31, 2025 and 2024 related to these RSUs was $258,062 and $263,877, respectively.

General

As of March 31, 2025, 4,477,630 shares were available in the aggregate for future issuance under the 2025 Plan and Inducement Plan. Unrecognized stock-based compensation was $1,934,234 as of March 31, 2025. The unrecognized share-based expense is expected to be recognized over a weighted average period of 2.3 years.