Form 8-K
8-K — NEUROONE MEDICAL TECHNOLOGIES Corp
Accession: 0001213900-26-049748
Filed: 2026-04-30
Period: 2026-04-24
CIK: 0001500198
SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Financial Statements and Exhibits
Documents
8-K — ea0288229-8k_neuroone.htm (Primary)
EX-10.1 — TRANSITION AND RELEASE AGREEMENT, BY AND BETWEEN THE COMPANY AND RONALD MCCLURG, DATED APRIL 28, 2026 (ea028822901ex10-1.htm)
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8-K — CURRENT REPORT
8-K (Primary)
Filename: ea0288229-8k_neuroone.htm · Sequence: 1
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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 24, 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
April 24, 2026, Ronald McClurg notified NeuroOne Medical Technologies Corporation (the “Company”) of his intention to retire
as the Company’s Chief Financial Officer. The effective date of Mr. McClurg’s retirement as Chief Financial Officer will
be June 30, 2026. Following his retirement as an officer, Mr. McClurg will remain employed by the Company as a Senior Advisor, to ensure
a smooth transition of duties, until December 31, 2026 (the “Retirement Date”).
In
connection with Mr. McClurg’s retirement, the Board announced that Christopher Volker, the Company’s Chief Operating Officer,
will succeed Mr. McClurg as the Company’s Chief Financial Officer effective as of July 1, 2026. Mr. Volker has extensive experience
in the medtech industry, including senior leadership roles at Abbott, Cardiovascular Systems, Inc. (“CSI”), and St. Jude
Medical. At CSI, he served as Vice President & General Manager of International and had direct responsibility for international P&L
and commercial expansion, including sales, training & education, marketing, business development and program management. Prior to
CSI, Mr. Volker held executive leadership roles at St. Jude Medical, including senior roles in corporate finance where he reported directly
to St. Jude Medical’s Chief Financial Officer.
He
began his career in healthcare and technology investment banking, where he developed expertise in financial analysis, mergers and acquisitions,
strategic planning, growth equity investments and financings. Mr. Volker earned a Bachelor of Arts degree from St. John’s University
and a Master of Business Administration in Finance from the Wharton School at the University of Pennsylvania. Mr. Volker holds the Chartered
Financial Analyst® designation.
Mr.
Volker’s base salary will be increased to $350,000 in connection with his appointment as Chief Financial Officer, but the other
compensatory and material terms of Mr. Volker’s employment with the Company will remain unchanged.
In
connection with Mr. McClurg’s anticipated retirement, he and the Company entered into a Transition and Release Agreement, dated
as of April 28, 2026 (the “Transition Agreement”), pursuant to which Mr. McClurg will continue to receive his current salary
and employment benefits until the Retirement Date, at which time his employment with the Company will cease. In exchange for the payments
made under the Transition Agreement, Mr. McClurg provides a general release of claims, and agrees to customary restrictive covenants.
The
foregoing description of the Transition Agreement is qualified in its entirety by reference to the text of the Transition Agreement.
The form of the Transition Agreement is attached as Exhibit 10.1 hereto and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No.
Description
10.1
Transition and Release Agreement, by and between the Company and Ronald McClurg, dated April 28, 2026
104
Cover Page Interactive Data File (embedded with Inline
XBRL document).
1
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 30, 2026
By:
/s/ David Rosa
David Rosa
Chief Executive Officer
2
EX-10.1 — TRANSITION AND RELEASE AGREEMENT, BY AND BETWEEN THE COMPANY AND RONALD MCCLURG, DATED APRIL 28, 2026
EX-10.1
Filename: ea028822901ex10-1.htm · Sequence: 2
Exhibit 10.1
TRANSITION
AND Release Agreement
THIS
TRANSITION AND RELEASE AGREEMENT (this “Agreement”) is made as of April 28, 2026 by and between NeuroOne
Medical Technologies Corporation, a Delaware corporation (the “Company”), and Ron
McClurg (“Employee”). Capitalized terms used but not defined in this Agreement will have the meanings
ascribed to them in the Offer Letter between Employee and the Company dated January 1, 2021, as amended (the “Offer Letter”).
Recitals
Whereas,
Employee has been employed as the Chief Financial Officer of the Company since January 2021; and
Whereas,
the Company and Employee (collectively, the “Parties” and each, without distinction, a “Party”)
have mutually agreed to terminate Employee’s existing employment relationship with the Company on the terms and conditions set
forth in this Agreement.
Agreement
Now,
therefore, in consideration of the foregoing
premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the Parties,
intending to be legally bound, hereby agree as follows:
Article
1
EMPLOYMENT TRANSITION
1.1 Separation
of Employment. Employee’s employment with the Company will be ending on December 31, 2026, provided that Employee may
accelerate this date for any reason and the Company may accelerate this date because of a Termination for Cause (such final date, the
“Separation Date”). To the extent it has not done so already, the Company will pay Employee’s compensation
for hours worked through the Separation Date, as well as payment for his accrued but unused vacation. The Company will reimburse Employee
for Employee’s outstanding documented business expenses remaining on the Company’s books as of the Separation Date, which
were properly reviewed and approved according to the Company’s policies in effect on the Separation Date. Employee is entitled
to the above payments regardless of whether Employee signs this Agreement and regardless of whether this Agreement becomes effective
in accordance with Section 2.2. All of Employee’s benefits through the Company will end on the Separation Date.
1.2 Transition
Period. From July 1, 2026 through the Separation Date (the “Transition Period”), Employee’s
role will be changed from Chief Financial Officer to Special Advisor, and Employee resigns his appointment as an officer of the Company
as of the commencement of the Transition Period. As Special Advisor, Employee will provide transitional support to his successor, as
well as provide services commensurate with his position as assigned by the Company. During the Transition Period: (a) Employee will continue
to receive his current annual salary and benefits; (b) he will be eligible for reimbursement of business expenses in accordance with
Company policy; and (c) he will remain eligible for a Performance Bonus with respect to the fiscal year ending on September 30, 2026,
subject to his continued employment through that date.
1.3 Consideration.
Provided that (a) the Company has not accelerated the Separation Date because of a Termination for Cause, (b) Employee executes
and delivers this Agreement (without revoking same), (c) Employee executes and delivers the Signature to Update Release Provision
appearing after the signature page (without revoking same) (the “Update Provision”) on or within seven (7)
days after the Separation Date, and (d) Employee remains in compliance with his obligations under this Agreement, then the Company agrees
to engage Employee to provide consulting services, and Employee agrees to provide consulting services, pursuant to the terms and conditions
of the consulting agreement attached hereto as Exhibit A (the “Consulting
Agreement”), with the term of the Consulting Agreement commencing as of the Separation Date. The Company acknowledges and
agrees that Employee’s performance of services pursuant to the terms and conditions of the Consulting Agreement will constitute
“Continuous Services” for the purposes of the vesting provisions of Employee’s stock options and restricted stock units.
1.4 Conflict
with Other Agreements. In the event of any conflict of the provisions between this Agreement and the Offer Letter, the provisions
set forth in this Agreement shall control, except (a) as otherwise set forth herein, and (b) the severance opportunity relating to a
potential Change in Control, as set forth in the First Amendment to the Offer Letter dated September 9, 2024 shall remain in effect through
the Separation Date. Employee agrees to strictly comply with Employee’s continuing obligations under that certain Employee Proprietary
Information, Inventions Assignment and Non-Competition Agreement entered into by and between the Company and Employee dated January 1,
2021 (the “Inventions Assignment Agreement”), the terms and conditions of which shall survive the execution
of this Agreement. In the event of any conflict of the provisions between this Agreement and the Inventions Assignment Agreement, the
terms and condition of the Inventions Assignment Agreement shall control. Employee hereby confirms to the Company that Exhibit 1
to the Inventions Assignment Agreement contains a complete list of all Inventions (as defined in the Inventions Assignment Agreement)
or improvements to which Employee claims ownership and desires to remove from the operation of the Inventions Assignment Agreement.
1.5 Acknowledgement.
Except as provided in this Article 1, the Parties acknowledge and agree that Employee shall not, after the Separation Date, be
eligible for any additional payment by the Company of any bonus, salary, vacation pay, retirement pension, severance pay, back pay, or
other remuneration or compensation of any kind in respect of employment by the Company or its affiliates.
1.6 Statement
Regarding Resignation; SEC Matters. Employee acknowledges that the Company may be required to file a copy of this Agreement
as an exhibit to a Form 8-K, Form 10-K or Form 10-Q filed with the SEC (the “Exchange Act Reports”). Employee
agrees that the Exchange Act Reports may contain a statement summarizing the terms and conditions of this Agreement and the fact that
Employee’s employment with the Company terminated as of the Separation Date (the “Exchange Act Statement”).
Employee will cooperate with the Company in providing information with respect to all reports required to be filed by the Company with
the SEC as they relate to required information with respect to Employee. Further, following the Separation Date, Employee will remain
in compliance with the terms of the Company’s insider trading policy with respect to purchases and sales of the Company’s
securities.
1.7 Company
Securities. As of the date hereof, Employee is the current holder of the following stock options and unvested RSUs issued
by the Company to Employee (the Equity Awards”):
Option / RSU
Grant Date
Plan Awarded
Under
Exercise Price
# of Shares Subject to the
Option / RSU
Option
January 1, 2021
2017 Plan
$ 28.26
10,000
Option
January 27, 2021
2017 Plan
$ 35.82
7,778
Option
April 21, 2023
2017 Plan
$ 9.54
2,084
Option
November 9, 2023
2017 Plan
$ 7.50
14,881
Option
April 17, 2025
2025 Plan
$ 3.48
41,667
RSU
February 18, 2024
2017 Plan
N/A
9,476
Following
the Separation Date, the Equity Awards shall continue in full force and effect in accordance with their respective terms and the terms
and conditions of the Company’s 2017 Equity Incentive Plan and 2025 Equity Incentive Plan, as applicable (the “Plans”).
Employee further ratifies and confirms to the Company that the Equity Awards constitute the totality of the equity and debt securities
of the Company and any of the Company’s subsidiaries or affiliates beneficially owned by Employee or to which Employee otherwise
has rights as of the date of this Agreement.
2
Article
2
RELEASES AND NON-DISPARAGEMENT
2.1 Release
of Claims. In consideration for the Company’s promises set forth in this Agreement, Employee, on behalf of Employee,
Employee’s heirs, executors, legal representatives, spouse and assigns (the “Employee Releasing Parties”),
hereby fully and forever releases the Company and the Company’s past and present officers, directors, employees, investors, stockholders,
administrators, subsidiaries, affiliates, predecessor and successor corporations, assigns, attorneys and insurers (each a “Company
Released Party”, and collectively, the “Company’s Released Parties”) of and from any claim,
duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected,
that any of them may possess arising from any omissions, acts or facts that have occurred through the date that Employee signs this Agreement,
including, without limitation, any and all claims:
(a) which
arise out of, result from, or occurred in connection with Employee’s employment by the Company or any of its affiliated entities,
the termination of that employment relationship, any events occurring in the course of that employment, the Offer Letter, or any events
occurring prior to the execution of this Agreement;
(b) for
discrimination, harassment and/or retaliation; breach of contract, both express and implied; breach of a covenant of good faith and fair
dealing, both express and implied; negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation;
negligent or intentional interference with contract or prospective economic advantage; slander, libel or invasion of privacy; violation
of public policy; fraud, misrepresentation or conspiracy; and false imprisonment;
(c) (i)
wrongful discharge of employment, any and all claims for wrongful discharge of employment, and/or (ii) violation of any federal, state
or municipal statute relating to employment or employment discrimination, including, without limitation, (A) Title VII of the Civil
Rights Act of 1964, as amended, (B) the Civil Rights Act of 1866, as amended, (C) the Civil Rights Act of 1991, as amended, (D) the Employee
Retirement and Income Security Act of 1974, as amended, (E) the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”),
including, without limitation, by the Older Workers’ Benefit Protection Act, as amended (“OWBPA”), (F)
the OWBPA, (G) the Americans with Disabilities Act of 1990, as amended, (H) any applicable state Persons with Disabilities Civil Rights
Act, as amended, (I) any applicable state Whistleblowers Protection Act, as amended, (J) Genetic Information Nondiscrimination Act (GINA),
and (K) the Immigration Reform and Control Act (IRCA);
(d) under
Minnesota common law or state statute including, but not limited to, those alleging wrongful discharge, express of implied breach of
contract, negligence, invasion of privacy, intentional infliction of emotional distress, fraud, defamation, or violations of the Minnesota
Human Rights Act (the “MHRA”), the Minnesota Equal Pay for Equal Work Law, the Minnesota healthcare worker
whistleblower protection laws, the Minnesota family leave law; the Minnesota personnel record access statutes, all as amended together
with all of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or
otherwise) that may be legally waived and released;
(e) for
back pay or other unpaid compensation;
(f) relating
to equity of the Company; and/or
(g) for
attorneys’ fees and costs.
To
the fullest extent permitted by law, Employee will not take any action that is contrary to the covenants and agreements Employee has
made in this Agreement. Employee represents that Employee has not filed any lawsuit, arbitration, or other claim against any of the Company’s
Released Parties. Employee states that Employee knows of no violation of state, federal, or municipal law or regulation by any of the
Company’s Released Parties, and knows of no ongoing or pending investigation, charge, or complaint by any agency charged with enforcement
of state, federal, or municipal law or regulation. While nothing in this Agreement prevents state or federal agencies from enforcing
laws within their jurisdictions, Employee agrees Employee shall not receive any individual monetary damages, recovery and/or relief of
any type related to any released claim(s), whether pursued by Employee or any governmental agency, other person or group; provided that
nothing in the Agreement prevents Employee from participating in the whistleblower program maintained by the SEC and receiving a whistleblower
award thereunder. Employee hereby agrees that the release set forth in this Agreement shall be and remain in effect in all respects as
a complete general release as to the matters released. Notwithstanding anything in this Agreement to the contrary, nothing herein release
any claim for indemnification, contribution, defense or coverage, from or through the Company or its insurers, under the Company’s
(or its affiliates’) charter, By-laws, applicable law, or applicable insurance policies, with respect to prior actions or inactions
relating in any way to Employee’s duties as an employee of the Company. Each Company Released Party is an intended third party
beneficiary of this Agreement and entitled to enforce the release in this Section 2.1 as if such Company Released Party was a
Party to this Agreement.
3
2.2 Acknowledgment
of Waiver of Claims under ADEA and MHRA. Employee acknowledges that he is waiving and releasing any rights he may have
under the OWBPA, the ADEA, and the MHRA, and that this waiver and release is knowing and voluntary. Employee acknowledges that the
consideration given for this waiver and release is in addition to anything of value to which Employee was already entitled. Employee
further acknowledges that he has been advised by this writing that: (a) he should consult with an attorney of his choice concerning
the terms of this Agreement prior to executing this Agreement; (b) he has at least twenty-one (21) days within which to consider
this Agreement and that if he signs this Agreement before expiration of that review period, he does so knowingly and voluntarily and
with the intent of waiving his right to utilize the full review period; (c) he has the right to revoke his release of claims,
insofar as it extends to potential claims arising under the ADEA, by informing the Company of such revocation within seven (7)
calendar days following his execution of this Agreement; and (d) he has the right to rescind his release of claims, insofar as it
extends to potential claims arising under the MHRA, by informing the Company of such rescission within fifteen (15) calendar days
following Employee’s execution of this Agreement. Employee further understands that these revocation and rescission periods
shall run concurrently, and that this Agreement is not effective until the fifteen (15) day rescission period has expired without
any revocation being communicated. Communication of any such revocation by Employee to the Company shall be provided in writing and
mailed by certified or registered mail with return receipt requested and addressed to the Company at its principal corporate offices
to the attention of the CEO.
2.3 No
Admission of Liability. Neither this Agreement nor any statement contained herein shall be deemed to constitute an admission
of liability on the part of the parties herein released. This Agreement’s execution and implementation may not be used as evidence,
and shall not be admissible in a subsequent proceeding of any kind, except one alleging a breach of this Agreement or the Inventions
Assignment Agreement.
2.4 Non-Disparagement.
To the fullest extent permitted by law, Employee covenants and agrees that Employee shall not make or cause to be made any
statements, observations, opinions or communicate any information (whether in written or oral form) that defame, slander or are likely
in any way to harm the reputation of the Company or any of its subsidiaries, affiliates, directors, or officers or tortiously interfere
with any of the other Company’s business relationships. Any violation of the covenant contained in this Section 2.4 will
result in irreparable damage and the Company shall be entitled to injunctive and other equitable relief.
Article
3
REPRESENTATIONS
AND WARRANTIES
3.1 Representations
and Warranties of Employee. Employee warrants and represents to the Company that Employee:
(a) has
been advised to consult with legal counsel in entering into this Agreement;
(b) has
entirely read this Agreement;
(c) has
voluntarily executed this Agreement without any duress or undue influence and with the full intent of releasing all claims;
(d) has
received no promise, inducement or agreement not herein expressed with respect to this Agreement or the terms of this Agreement;
(e) is
the only person (other than Employee’s heirs) who is or may be entitled to receive or share in any damages or compensation on account
of or arising out of Employee’s relationship with, or providing services to, the Company or any of its affiliated entities, the
termination of that relationship or services, any actions taken in the course of that relationship or services, and any events related
to that relationship or services or occurring prior to the execution of this Agreement;
4
(f) understands
and agrees that in the event any injury, loss, or damage has been sustained by Employee which is not now known or suspected, or in the
event that the losses or damage now known or suspected have present consequences not known or suspected, this Agreement shall nevertheless
constitute a full and final release as to the parties herein released, and that this Agreement shall apply to all such unknown or unsuspected
injuries, losses, damages or consequences; and
(g) expressly
acknowledges that Employee’s entry into this Agreement is in exchange for consideration in addition to anything of value to which
Employee is already entitled.
3.2 Authority.
Employee represents and warrants that Employee has the capacity to act on Employee’s own behalf and on behalf of all who might
claim through Employee to bind them to the terms and conditions of this Agreement. Employee represents and warrants that Employee has
not assigned any claim released under this Agreement, and there are no liens or claims of lien or assignments in law or equity or otherwise
of or against any of the claims or causes of action released herein.
3.3 No
Other Representations. Neither Party has relied upon any representations or statements made by the other Party hereto which
are not specifically set forth in this Agreement.
Article
4
MISCELLANEOUS
4.1 Severability.
If any provision of this Agreement is held to be unenforceable, then such provision will be construed or revised in a manner so as to
permit its enforceability to the fullest extent permitted by applicable law. If such provision cannot be reformed in that manner, such
provision will be deemed to be severed from this Agreement, but every other provision of this Agreement will remain in full force and
effect.
4.2 Entire
Agreement. This Agreement, together with the Inventions Assignment Agreement and the Consulting Agreement, represents the
entire agreement and understanding between the Company and Employee concerning Employee’s separation from the Company, and supersedes
and replaces any and all prior agreements and understandings concerning Employee’s separation from the Company, including without
limitation the Offer Letter, provided, however, that this Agreement does not supersede or modify any continuing obligations of Employee
under the Inventions Assignment Agreement, which shall continue in full force and effect. This Agreement may only be amended by a writing
signed by Employee and the Company.
4.3 Assignment.
This Agreement may not be assigned by Employee without the prior written consent of the Company. The Company may assign this Agreement
without Employee’s consent in connection with a merger or sale of its assets and/or to a corporation controlling, controlled by
or under common control with the Company. This Agreement shall inure to the benefit of, and be binding upon, each Party’s respective
heirs, legal representatives, successors and assigns.
4.4 Governing
Law; Consent to Jurisdiction, Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the
internal laws of the State of Minnesota, without regard to its principles of conflicts of laws. EACH OF THE PARTIES HERETO WAIVES ANY
RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY
AS TO THIS WAIVER. In addition, should it become necessary for the Company to seek to enforce any of the covenants contained in this
Agreement through any legal, administrative or alternative dispute resolution proceeding, Employee shall reimburse the Company for its
reasonable fees and expenses (legal costs, attorneys’ fees and otherwise) related thereto.
4.5 Counterparts/Electronic
Execution and Delivery. This Agreement may be executed in one or more counterparts and by facsimile or by electronic delivery,
each of which shall constitute an original and all of which together shall constitute one and the same instrument. Signatures of the
Parties transmitted by facsimile or via .pdf format shall be deemed to be their original signatures for all purposes. The words “execution,”
“signed,” “signature,” and words of like import shall be deemed to include electronic signatures or the keeping
of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature
or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including
the Federal Electronic Signatures in Global and National Commerce Act, the Minnesota Uniform Electronic Transactions Acts, or any other
similar state laws based on the Uniform Electronic Transactions Act. This Agreement and any signed agreement or instrument entered into
in connection with this Agreement, and any amendments hereto or thereto, to the extent delivered by means of a facsimile machine or electronic
mail (any such delivery, an “Electronic Delivery”), will be treated in all manner and respects as an original
agreement or instrument and will be considered to have the same binding legal effect as if it were the original signed version thereof
delivered in person. At the request of any Party hereto or to any such agreement or instrument, each other Party hereto or thereto will
re-execute original forms thereof and deliver them to all other Parties. No Party hereto or to any such agreement or instrument will
raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted
or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such Party forever waives
any such defense, except to the extent such defense related to lack of authenticity.
5
In
Witness Whereof, the Parties have executed and delivered
this Agreement as of the date first written above.
The Company:
EMPLOYEE:
NeuroOne Medical Technologies Corporation
By:
/s/ Dave Rosa
/s/ Ron McClurg
Name:
Dave Rosa
Ron McClurg
Title:
CEO and President
Date: April 28, 2026
6
Signature
to Update Release Provision:
(To
be signed by Employee on or within 7 days of the Separation Date)
Capitalized
terms used below have the meanings set forth in the foregoing Agreement. In consideration of the promises set forth in the Agreement,
Employee, on behalf of himself and the Employee Releasing Parties, fully and forever releases, acquits, and discharges the Company’s
Released Parties from any liability relating to any claims that may have arisen between his signature date on the preceding signature
page and his signature date below, consistent with his initial release of claims set forth under Section 2.1 of the Agreement.
Employee
acknowledges that he is waiving and releasing any rights he may have under the OWBPA, the ADEA, and the MHRA, and that this waiver and
release is knowing and voluntary. Employee acknowledges that the consideration given for this waiver and release is in addition to anything
of value to which Employee was already entitled. Employee further acknowledges that he has been advised by this writing that: (a) he
should consult with an attorney of his choice concerning the terms of this Agreement prior to executing this Agreement; (b) he has had
more than twenty-one (21) days within which to consider this Agreement; (c) he has the right to revoke his release of claims, insofar
as it extends to potential claims arising under the ADEA, by informing the Company of such revocation within seven (7) calendar days
following his execution of this Agreement; and (d) he has the right to rescind his release of claims, insofar as it extends to potential
claims arising under the MHRA, by informing the Company of such rescission within fifteen (15) calendar days following Employee’s
execution of this Agreement. Employee further understands that these revocation and rescission periods shall run concurrently, and that
this Agreement is not effective until the fifteen (15) day rescission period has expired without any revocation being communicated. Communication
of any such revocation by Employee to the Company shall be provided in writing and mailed by certified or registered mail with return
receipt requested and addressed to the Company at its principal corporate offices to the attention of the CEO.
By:
Date:
, 2026
Ron McClurg
7
Exhibit
A
CONSULTING
AGREEMENT
Exhibit A - 1
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Entity Incorporation, State or Country Code
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Entity Address, Address Line One
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Entity Address, State or Province
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Entity Address, Postal Zip Code
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City Area Code
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Local Phone Number
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Cover page.
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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
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- Definition
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
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No definition available.
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- Definition
Address Line 1 such as Attn, Building Name, Street Name
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Name of the City or Town
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- Definition
Code for the postal or zip code
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Name of the state or province.
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No definition available.
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- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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- Definition
Indicate if registrant meets the emerging growth company criteria.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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- Definition
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
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No definition available.
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- Definition
Two-character EDGAR code representing the state or country of incorporation.
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No definition available.
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- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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- Definition
Local phone number for entity.
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No definition available.
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
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- Definition
Title of a 12(b) registered security.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
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- Definition
Name of the Exchange on which a security is registered.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
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- Definition
Trading symbol of an instrument as listed on an exchange.
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Name Securities Act
-Number 230
-Section 425
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