Neuroone Medical Technologies (NMTC) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for April 3, 2026, with voting on key proposals including director elections, auditor ratification, a reverse stock split, an amendment to the equity incentive plan, and potential adjournment to solicit more proxies if needed.

• Only stockholders of record as of February 20, 2026, are eligible to vote, with a quorum defined as one third of outstanding shares.

• Voting can be done in person, by internet, phone, or mail, and results will be announced at the meeting and filed with the SEC.

Voting matters and shareholder proposals

• Election of two Class III directors for three-year terms.

• Ratification of Baker Tilly US, LLP as independent auditor for fiscal 2026.

• Approval of a reverse stock split (1-for-2 to 1-for-15) to maintain Nasdaq listing.

• Amendment to the 2025 Equity Incentive Plan to increase share reserve and add an annual automatic increase.

• Authorization to adjourn the meeting if more time is needed to secure votes for the reverse split.

Board of directors and corporate governance

• Board is divided into three classes with staggered terms; current nominees are Jeffrey Mathiesen and Edward Andrle.

• Board leadership is separated between the Chairman and CEO roles.

• All directors except the CEO are considered independent under Nasdaq rules.

• Committees include audit, compensation, and nominating/governance, each with defined charters and independent members.

• Board and committees met regularly in 2025, with all directors attending at least 75% of meetings.