Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 7, 2021, NeuroOne Medical Technologies Corporation (the "Company")
announced that Ron McClurg ("McClurg"), age 62, has been appointed to be the
Chief Financial Officer of the Company, effective on January 1, 2021. A copy of
the Company's news release announcing McClurg's appointment is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
Prior to joining the Company, from October 2003 to June 2019, Mr. McClurg served
as Vice President - Finance & Administration and Chief Financial Officer of
Incisive Surgical, Inc., a privately-held medical device manufacturer. From 1997
to 2002, Mr. McClurg served as Chief Financial Officer and Treasurer of
Wavecrest Corporation, a privately-held manufacturer of electronic test
instruments for the semiconductor industry. Prior to 1997, Mr. McClurg served as
Chief Financial Officer for several publicly-held companies, including Video
Sentry Corporation, Insignia Systems, Inc., and Orthomet, Inc. Currently, he
serves on the board of governors of Biomagnetic Sciences, LLC.
McClurg Offer Letter
On January 1, 2021 (the "McClurg Start Date"), the Company and McClurg entered
into a written agreement concerning McClurg's employment (the "McClurg
Contract"). The McClurg Contract provides that McClurg will receive a $250,000
annual salary, which amount is subject to review and may be adjusted based on
the Company's normal performance review practices, and that McClurg is eligible
for an annual performance bonus up to twenty-five percent (25%) of McClurg's
effective salary for the applicable bonus year based on McClurg's performance
and the Company's performance. McClurg will also be allowed to participate in
the benefits programs and arrangements available to the Company's employees,
including paid vacation and sick leave, contributory and non-contributory
welfare and benefit plans, disability plans, and medical, death benefit and life
insurance plans for which McClurg is eligible under the terms of such plans.
Subject to the terms of the Company's 2017 Equity Incentive Plan (as such plan
may be amended, modified or replaced, the "Plan") and the form of stock option
agreement issued thereunder, on the McClurg Start Date, McClurg received a stock
option (the "Initial Option Award") to purchase 180,000 shares of the Company's
common stock (the "Initial Shares"), with an exercise price of $1.57 per share.
The Initial Option Award shall be subject to the following additional terms: (1)
subject to his continued employment with the Company and the terms of the Plan,
twenty-five percent (25%) of the Initial Shares shall vest and become
exercisable on the one (1) year anniversary of the McClurg Start Date and the
balance of the Initial Shares subject to the Initial Option Award shall vest and
become exercisable in equal monthly installments on the last day of each month
over the next thirty-six (36) months; and (2) upon the occurrence of a Change of
Control (as defined in the Plan) all of the Initial Shares subject to the
Initial Option Award shall fully vest and become exercisable immediately prior
to the effectiveness of such Change in Control, subject to McClurg's continued
employment with the Company as of such date and as further provided in the terms
and conditions of the McClurg Contract, the Initial Option Award and the Plan.
McClurg will be an at-will employee of the Company.
A copy of the McClurg Contract is attached hereto as Exhibit 10.1 and is
incorporated herein by reference. The above description of the material terms of
the McClurg Contract is qualified in its entirety by reference to such exhibit.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description
10.1 Employment Offer Letter, dated as of January 1, 2021, by and between
Ron McClurg and the Company
99.1 Press release, dated January 7, 2021
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NEUROONE MEDICAL TECHNOLOGIES CORPORATION 
