NMTC NeuroOne Medical Technologies Corporation

Item 1.01.  Entry into a Material Definitive Agreement.

Third Amendment to Exclusive Development and Distribution Agreement with Zimmer, Inc.

On August 2, 2022, NeuroOne Medical Technologies Corporation (the “Company”) entered into a Third Amendment to Exclusive Development and Distribution Agreement (the “Third Amendment”) with Zimmer, Inc., a Delaware corporation (“Zimmer”). Pursuant to the terms and conditions of the Third Amendment, Zimmer agreed to make a $3,500,000 payment (the “Payment”) to the Company within 10 business days of the execution of the Third Amendment. The Payment to be made by Zimmer to the Company is non-refundable.

In addition, the Third Amendment extended the term of the license granted to Zimmer under the Strip/Grid Distribution License (as defined in the Exclusive Development and Distribution Agreement dated July 20, 2020 (the “Distribution Agreement”), and the SEEG Distribution License through the term of the Distribution Agreement.

The foregoing description of the Third Amendment is not complete and is qualified in its entirety by reference to the Third Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Private Placement

On August 2, 2022, in connection with the Third Amendment, the Company issued Zimmer a Warrant to Purchase Common Stock (the “Warrant”).

The Warrant will be exercisable for up to an aggregate of 350,000 shares of the Company’s common stock, par value $0.001 (the “Common Stock”). The Warrant will have an exercise price of $3.00 per share, will be exercisable commencing six months from the issuance date (the “Initial Exercise Date”), and will expire on August 2, 2027 (the “Initial Exercise Date”). Subject to limited exceptions, Zimmer will not have the right to exercise any portion of the Warrant if Zimmer, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to such exercise (the “Beneficial Ownership Limitation”); provided, however, that upon prior notice to the Company, the holder may increase or decrease the Beneficial Ownership Limitation, provided further that in no event shall the Beneficial Ownership Limitation exceed 19.99% and any increase in the beneficial ownership limitation will not be effective until 61 days following notice to the Company. After the Initial Exercise Date and prior to expiration, subject to the terms and conditions set forth in the Warrant, Zimmer may exercise the Warrant for the shares of the Common Stock issuable pursuant to the Warrant by providing notice to the Company and paying the exercise price per share for each share so exercised or by utilizing the “cashless exercise” feature contained in the Warrant.

The foregoing description of the Warrant is not complete and is qualified in its entirety by reference to the Warrant, which is attached hereto as Exhibit 4.1 and incorporated herein by reference.