NeuroOne (NASDAQ: NMTC) wins wide reverse split, plan amendment votes

Rhea-AI Filing Summary

NeuroOne Medical Technologies Corporation held its annual stockholder meeting and approved several key proposals, including a potential reverse stock split and changes to its equity incentive plan. Stockholders authorized the Board to implement a reverse stock split in a range from 1-for-2 to 1-for-15 of the outstanding common stock.

Two Class III directors, Jeffrey Mathiesen and Edward Andrle, were elected to three-year terms ending at the 2029 annual meeting. Stockholders also ratified Baker Tilly US, LLP as independent registered public accounting firm for the fiscal year ending September 30, 2026, and approved an amendment to the 2025 Equity Incentive Plan. A total of 30,272,834 shares, representing approximately 59.72% of shares outstanding as of the record date, were present in person or by proxy.

Insights

Equity & governance analyst

Shareholders backed a wide reverse split range and refreshed governance items.

Stockholders of NeuroOne approved a reverse stock split authority between 1-for-2 and 1-for-15. This gives the Board significant flexibility to adjust the share count, often used to address listing requirements or share price levels, though no specific implementation timing is stated here.

They also re-elected two Class III directors and ratified Baker Tilly US, LLP as auditor for the year ending September 30, 2026, signaling continuity in oversight. Approval of the amendment to the 2025 Equity Incentive Plan supports continued use of equity-based compensation, which can align management incentives with stockholder interests but may contribute to future dilution depending on plan size and usage.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Reverse split range: 1-for-2 to 1-for-15 Shares represented: 30,272,834 shares Meeting participation: 59.72% +3 more

6 metrics

Reverse split range 1-for-2 to 1-for-15 Authorized range for reverse stock split of outstanding common stock

Shares represented 30,272,834 shares Present at annual meeting; about 59.72% of shares outstanding

Meeting participation 59.72% Percentage of outstanding common stock represented at the meeting

Proposal 3 votes for 28,408,499 votes Votes for reverse stock split amendment to Certificate of Incorporation

Equity plan amendment votes for 15,146,194 votes Votes for amending the 2025 Equity Incentive Plan

Auditor ratification votes for 30,031,054 votes Votes to ratify Baker Tilly US, LLP as auditor for FY ending Sept. 30, 2026

Key Terms

reverse stock split, Equity Incentive Plan, independent registered public accounting firm, Broker Non-Votes, +1 more

5 terms

reverse stock split financial

"to effect a reverse stock split of the Company’s outstanding common stock at a ratio in the range of 1-for-2 to 1-for-15"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

Equity Incentive Plan financial

"adopted a First Amendment (the “Amendment”) to the NeuroOne Medical Technologies Corporation 2025 Equity Incentive Plan"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

independent registered public accounting firm financial

"ratified the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Broker Non-Votes financial

"Votes Withheld | | | | 11,393,266 | Edward Andrle | | | 18,174,404 | | | | 705,164 | | | | 11,393,266 |"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

definitive proxy statement regulatory

"Proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): April 3, 2026

NeuroOne Medical Technologies Corporation

(Exact name of registrant as specified in its charter)

Delaware		001-40439		27-0863354
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

7599 Anagram Dr., Eden Prairie, MN 55344

(Address of principal executive offices and zip code)

952-426-1383

(Registrant’s telephone number including area code)

(Registrant’s former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		NMTC		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

On February 25, 2026, the Board of Directors (the “Board”) of NeuroOne Medical Technologies Corporation (the “Company”) adopted a First Amendment (the “Amendment”) to the NeuroOne Medical Technologies Corporation 2025 Equity Incentive Plan (the “2025 Equity Incentive Plan”). On April 3, 2026, at the Annual Meeting (as defined below), the stockholders of the Company approved the Amendment.

Pursuant to the terms and conditions of the Amendment, the 2025 Equity Incentive Plan was amended to:

● increase the aggregate number of shares of Common Stock that may be issued under the 2022 Equity Incentive Plan by 1,500,000 new shares; and

● automatically increase on January 1st of each year for a period of five years commencing on January 1, 2027 and ending on (and including) January 1, 2031, the aggregate number of shares of Common Stock that may be issued pursuant to Awards (as defined in the 2025 Equity Incentive Plan) by an amount equal to 5% of the Fully Diluted Shares (as defined in the 2025 Equity Incentive Plan) as of the last day of the preceding calendar year, provided, however that the Board 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.

A copy of the Amendment to the 2025 Equity Incentive Plan is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the annual meeting (the “Annual Meeting”) of stockholders of the Company on April 3, 2026, stockholders (i) elected two Class III directors to the Company’s Board of Directors, each to serve a three-year term until the 2029 annual meeting of stockholders, (ii) ratified the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2026, (iii) approved an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s outstanding common stock at a ratio in the range of 1-for-2 to 1-for-15 to be determined by the Company’s Board of Directors, (iv) approved an amendment to the NeuroOne Medical Technologies Corporation 2025 Equity Incentive Plan, and (v) authorized one or more adjournments of the Annual Meeting to solicit additional proxies in the event there are insufficient votes to approve Proposal 3. Proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 9, 2026.

A total of 30,272,834 shares of the Company’s common stock were present at the meeting in person or by proxy, which represents approximately 59.72% of the shares of common stock outstanding as of the record date for the Annual Meeting.

The results of the voting are shown below:

Proposal 1—Election of Directors

Class III Nominees		Votes For				Votes Withheld				Broker Non- Votes
Jeffrey Mathiesen			18,384,823				494,745				11,393,266
Edward Andrle			18,174,404				705,164				11,393,266

1

Proposal 2—Ratification of Appointment of Independent Registered Public Accounting Firm

Votes For			Votes Against			Votes Abstain
30,031,054			70,706			171,074

Proposal 3—Approval of an Amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s outstanding common stock at a ratio in the range of 1-for-2 to 1-for-15, to be determined at the discretion of the Company’s Board of Directors

Votes For			Votes Against			Votes Abstain
28,408,499			1,780,031			84,304

Proposal 4—Approval of an Amendment to the NeuroOne Medical Technologies Corporation 2025 Equity Incentive Plan

Votes For			Votes Against			Votes Abstain		Broker Non-Votes
15,146,194			3,415,319			318,056		11,393,265

Proposal 5—Authorization of One or More Adjournments of the Annual Meeting to solicit additional proxies in the event there are insufficient votes to approve Proposal 3

Votes For			Votes Against			Votes Abstain
29,020,938			1,067,842			184,052

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		First Amendment to NeuroOne Medical Technologies Corporation 2025 Equity Incentive Plan.
104		Cover Page Interactive Data File (embedded with Inline XBRL document).

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NEUROONE MEDICAL TECHNOLOGIES CORPORATION
Dated: April 3, 2026
	By:	/s/ David Rosa
		David Rosa
		Chief Executive Officer

3

FAQ

What did NeuroOne (NMTC) shareholders approve regarding the reverse stock split?

Shareholders approved an amendment allowing a reverse stock split of NeuroOne’s outstanding common stock in a range from 1-for-2 to 1-for-15, at the Board’s discretion. This authorization gives the Board flexibility to later reduce the share count within that approved range if needed.

Which directors were elected at NeuroOne’s April 3, 2026 annual meeting?

Shareholders elected Jeffrey Mathiesen and Edward Andrle as Class III directors to serve three-year terms until the 2029 annual meeting. Both received strong support, with Mathiesen and Andrle each securing more than 18 million votes in favor.

Was NeuroOne’s auditor ratified for the fiscal year ending September 30, 2026?

Yes. Stockholders ratified Baker Tilly US, LLP as NeuroOne’s independent registered public accounting firm for the fiscal year ending September 30, 2026. The ratification received substantial support, with over 30 million votes cast in favor and relatively few votes against or abstaining.

What changes were approved to NeuroOne’s 2025 Equity Incentive Plan?

Shareholders approved an amendment to the NeuroOne Medical Technologies Corporation 2025 Equity Incentive Plan. While detailed terms are in Exhibit 10.1, the vote authorizes modifications to how equity awards are granted, supporting ongoing equity-based compensation for directors, officers, and employees.

How many NeuroOne shares were represented at the 2026 annual meeting?

A total of 30,272,834 shares of NeuroOne’s common stock were present in person or by proxy at the annual meeting. This represented approximately 59.72% of the company’s outstanding common shares as of the record date, indicating a solid stockholder turnout.

Did NeuroOne shareholders approve potential adjournments to solicit more proxies?

Yes. Stockholders authorized one or more adjournments of the annual meeting to solicit additional proxies if there were insufficient votes to approve the reverse stock split proposal. This gave the company flexibility to extend the voting process if necessary for Proposal 3.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 FIRST AMENDMENT TO NEUROONE MEDICAL TECHNOLOGIES CORPORATION 2025 EQUITY INCENTI 5.1 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB