Neuroone Medical Technologies Corp

This proposal seeks shareholder approval to amend the Certificate of Incorporation to permit the Board, in its discretion and within a 1-for-2 to 1-for-15 range, to effect a reverse stock split at any time within one year following approval. Management is pursuing the reverse split primarily to address non-compliance with Nasdaq’s $1.00 minimum bid price rule — Nasdaq notified the Company of noncompliance and later granted an extension to regain compliance. The Board argues that raising the per-share market price via a reverse split may improve marketability, attract institutional interest, and help maintain Nasdaq listing, which management views as essential to liquidity and access to capital. The proposal grants the Board significant flexibility on timing and the precise ratio so it can choose the ratio that best balances price appreciation with liquidity and capital structure considerations. The company discloses downsides: potential negative investor perception, possible post-split decline in market capitalization, reduced liquidity, increased odd-lot shareholders, and dilution-like effects because authorized shares remain unchanged. Implementation mechanics include rounding down fractional shares with cash paid for fractions and adjustments to outstanding equity instruments’ share counts and exercise prices. The Board may abandon the split even after shareholder approval if market conditions or other factors make it inadvisable, and approval requires a majority of votes cast. Given Nasdaq compliance risk and the Board’s stated rationale, the Board recommends a FOR vote while acknowledging execution and market risks that could offset intended benefits.

This management proposal asks shareholders to approve an amendment that increases the 2025 Equity Incentive Plan by 1,500,000 shares and adds a five-year limited evergreen feature that would automatically add shares equal to 5% of Fully Diluted Shares on January 1st of each year from 2027 through 2031 unless the Board elects otherwise. Management frames the change as necessary to maintain a competitive equity pool to recruit, retain and motivate employees, consultants, officers and directors in the life sciences sector where equity is the primary recruitment and retention tool. The amendment addresses a current shortfall (only ~233,623 shares remaining as of December 31, 2025) that management says would significantly limit ability to grant awards if not approved. The plan retains standard governance controls: the Compensation Committee (or Board) administers grants, the board may limit annual increases, and forfeited or reacquired shares may return to the reserve. Key governance considerations for investors include incremental dilution from 1.5M shares and the multi-year evergreen mechanism which could increase dilution over time; however, the amendment is limited in duration (five years) and subject to Board discretion each year. Management commits to monitor burn rate and prudent use of the reserve; if approved, shares will be registered on Form S-8. The Board’s recommendation for a FOR vote rests on balancing near-term dilution against the operational need to maintain incentive leverage in a competitive market and the limited, described guardrails on the evergreen increases.

This proposal asks shareholders to authorize the Board to adjourn and reconvene the Annual Meeting, for periods of less than 30 days, to solicit additional proxies if Proposal 3 (the reverse stock split) lacks sufficient votes on the scheduled meeting date. The mechanism preserves the existing record date and allows the Company to avoid re-noticing stockholders if the adjournment is short and announced at the meeting. Management’s rationale is pragmatic: because approval of the reverse split requires a majority of votes cast, the ability to adjourn increases the chance to obtain the required votes through further solicitation rather than abandoning the initiative. For investors, this is a procedural proposal that does not change substantive rights but could extend uncertainty and delay finality for Proposal 3, potentially affecting timing-sensitive market reactions. The board limits adjournments to less than 30 days and discloses that proxies that were timely received will be voted, reducing administrative friction. Approval requires a majority of shares present or represented and entitled to vote; abstentions count as against. Given the narrow procedural nature and its purpose to enable shareholder-approved corporate action to proceed if support is initially insufficient, the Board recommends a FOR vote.