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Item 9A. Controls and Procedures

2025-03-27 compared with 2024-03-19 · 657 added, 569 removed, 557 unchanged (69% of the section changed)

CONTROLS AND PROCEDURES

AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, at December 31, 2023, such

disclosure controls and procedures were effective.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2024,

such disclosure controls and procedures were effective.

Disclosure controls and procedures are controls

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Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

This Annual Report on Form 10-K does not include

an attestation report from our registered public accounting firm regarding internal control over financial reporting.

Our internal control

over financial reporting was not subject to such attestation as we are a non-accelerated filer.

This Annual Report does not include an attestation

report from our registered public accounting firm regarding internal control over financial reporting.

Our internal control over financial

reporting was not subject to such attestation as we are a non-accelerated filer.

Limitations on the Effectiveness of Controls

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Our Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation as of the end of the

period covered by this Report that our disclosure controls and procedures were effective to provide reasonable assurance that the objectives

of our disclosure control system were met.

period covered by this Annual Report that our disclosure controls and procedures were effective to provide reasonable assurance that

the objectives of our disclosure control system were met.

Changes in Internal Control Over Financial

There were no changes in the Company’s

internal controls over financial reporting that occurred during the fourth quarter of the fiscal year covered by this Annual Report on

Form 10-K that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial

internal controls over financial reporting that occurred during the fourth quarter of the fiscal year covered by this Annual Report that

have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Management’s Report on Internal Control

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Management assessed the effectiveness of

our internal control over financial reporting at December 31, 2023.

In making these assessments, management used the criteria set forth

by the Committee of Sponsoring Organizations of the Treadway Commission COSO (2013 framework).

Based on our assessments and those criteria,

management determined that we did maintain effective internal control over financial reporting at December 31, 2023.

our internal control over financial reporting as of December 31, 2024.

In making these assessments, management used the criteria set

forth by the Committee of Sponsoring Organizations of the Treadway Commission COSO (2013 framework).

Based on our assessments and those

criteria, management determined that we did maintain effective internal control over financial reporting as of December 31, 2024.

OTHER INFORMATION

On March 14, 2024, our Board of Directors unanimously

approved, subject to stockholder approval, an amendment to the Company’s 2021 Equity Incentive Plan (the “2021 Plan”),

increasing by 4,500,000 shares the number of shares of our common stock that will be available for issuance of awards under the 2021 Plan.

The 2021 Plan as adopted and approved by our shareholders originally authorized awards for up to 1,500,000 shares of our common stock.

On May 25, 2022, shareholders approved an amendment to the 2021 Plan to increase the shares of the Company’s common stock available

for issuance thereunder by 3,900,000 shares.

On May 25, 2023, shareholders approved an amendment to the 2021 Plan to increase the shares

of the Company’s common stock available for issuance thereunder by 2,500,000.

The purpose of the 2021 Plan is to (a) enable

the Company and its affiliates to attract and retain the types of employees, directors and consultants who will contribute to the Company’s

long range success;

(b) provide incentives that align the interests of employees, consultants and directors with those of the stockholders

of the Company;

and (c) promote the success of the Company’s business, thus enhancing the value of the Company for the benefit

of its stockholders.

Administration .

The 2021 Plan will be

administered by a committee (the “Committee”), or in the Board’s sole discretion by the Board.

In case no Committee

has been appointed, the Board may appoint one or more members of the Board appointed by the Board to administer the 2021 Plan in accordance

with the terms of the 2021 Plan.

The Board has appointed the Compensation Committee of the Board to administer the 2021 Plan.

Shares Available for Awards .

shareholder approval of the most recent amendment to the 2021 Plan, and to adjustment in certain circumstances in accordance with the

terms of the 2021 Plan, we will reserve for issuance under the 2021 Plan no more than 12,400,000 shares of common stock (subject to adjustment

in certain circumstances as provided in the 2021 Plan).

Shares of Common Stock available for distribution under the 2021 Plan may consist,

in whole or in part, of authorized and unissued shares, treasury shares or shares reacquired by the Company in any manner.

Shares of Common

Stock subject to an award that expires or is canceled, forfeited, or terminated without issuance of the full number of shares of Common

Stock to which the award related, as well as any shares of common stock subject to an award that are (a) tendered in payment of an option,

(b) delivered or withheld by the company to satisfy any tax withholding obligation, or (c) covered by a stock-settled stock appreciation

right or other awards that were not issued upon the settlement of the award, shall be added back to the shares of common stock available

for issuance of awards or delivery under the 2021 Plan.

Available Awards .

Awards that may be granted

under the 2021 plan include:

(a) incentive stock options, (b) non-qualified stock options, (c) stock appreciation rights, (d) restricted

awards, (e) performance share awards, (f) cash awards, and (g) other equity-based awards.

Recipients of Grants .

Incentive stock

options may be granted only to employees.

Awards other than incentive stock options may be granted to employees, consultants and directors

and those individuals whom the Committee or the Board determines are reasonably expected to become employees, consultants and directors

following the grant date.

Our principal executive officer, principal financial officer and other named executive officers are eligible

to participate in and receive awards under the 2021 Plan.

The 2021 Plan has a term of ten years.

This summary of the 2021 Plan is qualified in

its entirety by the full text of the 2021 Plan, which is filed as Exhibit 10.33 to this Report and is incorporated by reference herein.

The proposed amendment to the 2021 Plan will be

submitted for the approval of our shareholders at our 2024 Annual Meeting of Stockholders.

If the proposed amendment is not approved by

the shareholders, the 2021 Plan will remain effective with respect to the number of shares of common stock originally authorized.

for 4,363,250 shares of commons stock were issued in December 2023 subject to approval by the shareholders of this amendment.

If the amendment

is not approved, such options will be void, but the recipients thereof will receive identical options for a pro-rata share of any shares

available for issuance of awards under the 2021 Plan immediately after the shareholder meeting.

Insider Trading Arrangements

On November 15, 2023 , Charles Ence , our Chief

Accounting and Compliance Officer , adopted a Rule 10b5-1 trading arrangement that was intended to satisfy the affirmative defense of Rule

10b5-1(c) under the Exchange Act for the sale of up to 137,110 shares of the Company’s common stock , with such transactions to occur

during sale periods beginning on or after April 23, 2024 and ending on the earlier of December 20, 2024, or the date on which all shares

authorized for sale have been sold in conformance with the terms of the arrangement.

On November 22, 2023, Mr.

Ence terminated this trading

No other officers, as defined in Rule 16a-1(f),

or directors adopted and/or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,”

No officers, as defined in Rule 16a-1(f), or

directors adopted and/or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,”

as defined in Item 408 of Regulation S-K, during the fourth fiscal quarter of 2024.

DISCLOSURE REGARDING FOREIGN

JURISDICTIONS THAT PREVENT INSPECTIONS

REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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(the “Proxy Statement”), which will be filed with the SEC no later than 120 days after December 31, 2024.

DIRECTORS, EXECUTIVE OFFICERS,

AND CORPORATE GOVERNANCE

EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

EXECUTIVE COMPENSATION

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND

DIRECTOR INDEPENDENCE

PRINCIPAL ACCOUNTING FEES AND SERVICES

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT

Securities Authorized for Issuance under Equity

Compensation Plans

Relmada has a 2014 Option and Equity Incentive

Plan, as amended (the 2014 Plan) in which its directors, officers, employees and consultants shall be eligible to participate.

Plan allows for the granting of common stock awards, stock appreciation rights, and incentive and nonqualified stock options to purchase

shares of the Company.

On May 20, 2021, at the annual shareholders meeting, our shareholders approved our 2021 Equity Incentive Plan

(the 2021 Plan) which allows for the granting of incentive and nonqualified stock options, stock appreciation rights, restricted stock

awards, performance share awards and other equity-based awards for up to 1,500,000 options or stock awards.

At the annual shareholders

meeting on May 25, 2022, our shareholders approved an amendment to the 2021 Plan to increase the shares of the Company’s common

stock available for issuance thereunder by 3,900,000 shares.

At the annual shareholders meeting on May 25, 2023, our shareholders approved

an amendment to the 2021 Plan to increase the shares of the Company’s common stock available for issuance thereunder by 2,500,000

At the annual shareholders meeting (currently anticipated for May 23, 2025), our shareholders will vote on a management proposal

to increase the shares authorized for awards under the 2021 Plan by an additional 2,000,000 shares, but there can be no assurance such

amendment will be approved.

With these grants and approvals, as of December 31, 2024, the Company had 789,925 shares available to be

issued pursuant to awards under the 2014 or 2021 Plan.

The following table summarizes our equity compensation

plan information as of December 31, 2024:

Equity Compensation Plan Information

Plan Category

securities to be

options and stock

of outstanding

available for

future issuance

plans (excluding

Equity compensation plans approved by security holders (1)

Equity compensation plans not approved by security holders

2014 and the 2021 Plan, as amended.

The additional information required by this item

will be included in the Proxy Statement, which will be filed with the SEC no later than 120 days after the end of our fiscal year ended

December 31, 2024 and is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE

PRINCIPAL ACCOUNTANT FEES AND SERVICES

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Financial Statement Schedules

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(INDEX TO FINANCIAL STATEMENTS)

Report of Independent Registered Public Accounting Firm (PCAOB ID # 688 ) F-2

Consolidated Balance Sheets as of December 31, 2024 and 2023 F-3

Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023 F-4

Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2024 and 2023 F-5

Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023 F-6

Notes to Consolidated Financial Statements F-7

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Balance Sheets as of December 31, 2023 and 2022

Statements of Operations for the Years Ended December 31, 2023 and 2022

Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2023 and 2022

Statements of Cash Flows for the Years Ended December 31, 2023 and 2022

to Consolidated Financial Statements

REPORT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of

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generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern.

As more fully described in Note 2, the Company has incurred significant

losses and negative cash flows from operations since inception, expects to incur additional losses until such time that it can generate

revenue, and is projecting insufficient liquidity to sustain its operations through one year following the date that the financial statements

These conditions raise substantial doubt about the Company's ability to continue as a going concern.

Management's plans in

regard to these matters are also described in Note 2.

The financial statements do not include any adjustments that might result from

the outcome of this uncertainty.

Basis for Opinion

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Short-term investments

Other receivables

Prepaid expenses

Total current assets

$ 152,905,179

Liabilities and Stockholders’ Equity

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Total current liabilities

Stock appreciation rights

Total liabilities

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Total liabilities and stockholders’ equity

$ 152,905,179

The accompanying notes are an integral part of

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Research and development

$ 113,322,999

General and administrative

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Other income (expenses):

Gain on settlement of fees

Interest/investment income, net

Realized loss on short-term investments

( 4,064,391 )

Unrealized gain (loss) on short-term investments

Realized gain (loss) on short-term investments

( 4,064,391 )

Unrealized gain on short-term investments

Total other income (expenses), net

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Net loss per common share – basic and diluted

Weighted average number of common shares outstanding – basic and diluted

Weighted average number of common shares outstanding –

basic and diluted

The accompanying notes are an integral part of

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Stock-based compensation expense

ATM offering, net

Share exchange – Prefunded warrants, net of fees

( 98,791,746 )

Net exercise – Prefunded warrants

Warrants exercised

Options exercised

Short swing profit, net

( 98,791,746 )

( 157,043,823 )

Balance – December 31, 2023

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Stock-based compensation expense

Net proceeds from cash exercise options

( 79,979,354 )

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Stock-based compensation

Gain on settlement

( 6,351,606 )

Realized loss on short-term investments

Unrealized (gain) loss on short-term investments

Stock appreciation rights compensation

Realized (gain) loss on short-term investments

Unrealized gain on short-term investments

( 3,823,234 )

Change in operating assets and liabilities:

Lease payment receivable

Other receivable

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Accrued expenses

( 2,527,964 )

Net cash used in operating activities

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Payment of ATM fees

Payment of fees for warrants issued for common stock

Proceeds from issuance of common stock

Proceeds from options exercised for common stock

Proceeds from warrants exercised for common stock

Proceeds from short swing profit, net

Net cash (used in) provided by financing activities

Net cash used in financing activities

Net decrease in cash and cash equivalents

( 1,304,337 )

( 39,047,534 )

Cash and cash equivalents at beginning of the year

Cash and cash equivalents at end of the year

Supplemental disclosure of cash flow information:

Non-cash operating transactions:

Forgiveness of accounts payable related to gain

Non-cash investing and financing transactions:

Share exchange for Pre-funded warrants

Net exercise of Pre-funded warrants

The accompanying notes are an integral part of

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Relmada Therapeutics Inc.

(Relmada or the Company)

(a Nevada corporation) is a clinical-stage, publicly traded biotechnology company focused on the development of esmethadone (d-methadone,

dextromethadone, REL-1017), an N-methyl-D-aspartate (NMDA) receptor antagonist.

Esmethadone is a New Chemical Entity (NCE) that potentially

addresses areas of high unmet medical need in the treatment of central nervous system (CNS) diseases and other disorders.

is also developing a novel psilocybin (REL-P11) in doses that we believe are lower than those associated with psychedelic effects for

the treatment of metabolic indications.

or the “Company”) (a Nevada corporation), is a clinical-stage, publicly traded biotechnology company focused on the development

of NDV-01 and Sepranolone.

NDV-01 is a novel, controlled-release intravesical

formulation of gemcitabine and docetaxel.

NDV-01 is currently in a Phase 2 clinical trial to assess its safety and efficacy in patients

with aggressive forms of non-muscle invasive bladder cancer (NMIBC).

Sepranolone is a novel neurosteroid epimer of

allopregnanolone.

Sepranolone is being developed for the potential treatment of Prader-Willi Syndrome, Tourette Syndrome, excessive tremor

and other diseases related to excessive GABAergic activity.

Esmethadone (d-methadone, dextromethadone, REL-1017),

an N-methyl-D-aspartate (NMDA) receptor antagonist.

Esmethadone is a new chemical entity (NCE) that potentially addresses areas of high

unmet medical need in the treatment of central nervous system (CNS) diseases and other disorders.

This program has been paused pending

a comprehensive data review.

Relmada was also developing a proprietary, modified-release

formulation of psilocybin (REL-P11) for metabolic indications.

This program has also been paused.

In addition to the normal risks associated with

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(FDA) and other governmental regulations and approval requirements.

On January 21, 2025, we received a deficiency

letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market advising that, for 30 consecutive

business days preceding the notification letter, the Company did not meet the minimum $ 1.00 per share bid price requirement for continued

inclusion on The Nasdaq Global Select Market.

The deficiency letter does not result in the immediate delisting of our common stock from

the Nasdaq Global Select Market.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A) (the “Compliance Period Rule”), we

have been provided an initial period of 180 calendar days, or until July 21, 2025 (the “Compliance Date”), to regain compliance

with the minimum bid price requirement.

If, at any time before the Compliance Date, the bid price for our common stock closes at $ 1.00

per share or more for a minimum of 10 consecutive business days, as required by the Compliance Period Rule, the Staff will provide written

notification to us that we comply with the minimum bid price requirement, unless the Staff exercises its discretion to extend this 10-day

period pursuant to Nasdaq Listing Rule 5810(c)(3)(H).

NOTE 2 - GOING CONCERN

These audited consolidated financial statements

have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the

realization of assets and the satisfaction of liabilities in the normal course of business.

As shown in the accompanying audited consolidated

financial statements, the Company has incurred losses and negative cash flows from operations since inception and expects to incur additional

losses until such time that it can generate significant revenue from the commercialization of its product candidates.

During the twelve

months ended December 31, 2024, the Company incurred a net loss of $ 79,979,354 and had negative operating cash flows of $ 51,755,798 .

Given the Company’s projected operating requirements and its existing cash and cash equivalents and short-term investments, the

Company is projecting insufficient liquidity to sustain its operations through one year following the date that the financial statements

These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern.

In response to these conditions, management is

currently evaluating the size and scope of any subsequent operations and clinical trials that will affect the timing to obtain the required

funding of future operations.

Financing strategies may include, but are not limited to, the public or private sale of equity or debt

securities or from bank or other loans or through strategic collaboration and/or licensing agreements.

There can be no assurances that

the Company will be able to secure additional financing, or if available, that it will be sufficient to meet its needs or on favorable

Because management’s plans have not yet been finalized and are not within the Company’s control, the implementation

of such plans cannot be considered probable.

As a result, the Company has concluded that management’s plans do not alleviate substantial

doubt about the Company’s ability to continue as a going concern.

The audited consolidated financial statements do not include any adjustments

relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might

result from the outcome of this uncertainty.

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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All significant intercompany accounts and transactions have been eliminated in consolidation.

As shown in the accompanying consolidated financial statements, the

Company incurred negative operating cash flows of $ 51,659,206 for the year ended December 31, 2023 and has an accumulated deficit of $ 560,902,681

from inception through December 31, 2023.

Relmada has funded its past operations through

equity raises.

There were no equity raises in the year ended December 31, 2023.

Management believes that the Company’s

existing cash and cash equivalents will enable them to fund operating expenses and capital expenditure requirements for at least 12 months

from the issuance of these consolidated financial statements.

Beyond that point management will evaluate the size and scope of any subsequent

operations and clinical trials that will affect the timing of additional financings through public or private sales of equity or debt

securities or from bank or other loans or through strategic collaboration and/or licensing agreements.

Any such expenditures related

to any subsequent clinical trials will not be incurred until such additional financing is raised.

Further, additional financing related

to subsequent trials does not affect the Company’s conclusion that based on the cash on hand and the budgeted cash flow requirements,

the Company has sufficient funds to maintain operations for at least 12 months from the issuance of these consolidated financial statements.

Use of Estimates

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liquid investments with a maturity of three months or less when purchased to be cash and cash equivalents.

The Company’s cash and

cash equivalents are held at two high-credit-quality financial institutions.

The Company’s cash and cash equivalents of $ 4,091,568

at December 31, 2023 at these institutions exceed federally insured limits.

The Company’s cash deposits

are held at two high-credit-quality financial institutions.

The Company’s cash and cash equivalents are carried at cost, which

approximates their fair value.

The Company’s cash and cash equivalents of $ 3,857,026 and $ 4,091,568 at December 31, 2024 and 2023,

respectively, at these institutions exceed federally insured limits.

Short-term Investments

The Company’s investments consist entirely of mutual funds.

securities are measured at fair value based on the net asset value (“NAV”).

The Company adopted FASB ASU 2016-01, Financial

Instruments, which requires substantially all equity investments in nonconsolidated entities to be measured at fair value with recurring

changes recognized in earnings, except for those accounted for using equity method accounting.

Changes in fair value of the securities

are recorded as part of other income on the consolidated statement of operations.

Short term investment activity is presented in the investing

activities section on the consolidated statement of cash flows.

The Company’s investments consist entirely

of mutual funds.

The securities are measured at fair value based on the net asset value “NAV”.

Substantially all equity investments

in nonconsolidated entities are measured at fair value with recurring changes recognized in earnings, except for those accounted for

using equity method accounting.

Changes in fair value of the securities are recorded as part of other income on the consolidated statements

of operations.

Short term investment activity is presented in the investing activities section on the consolidated statements of cash

Short-term investments at December 31, 2024

consisted of mutual funds with a fair value of $ 92,232,292 .

and 2023 consisted of mutual funds with a fair value of $ 41,052,356 and 92,232,292 , respectively.

Costs related to filing and pursuing patent applications

are recorded as general and administrative expense and expensed as incurred since recoverability of such expenditures is uncertain.

Relmada Therapeutics, Inc.

The Company recognizes its leases with a term

of greater than a year on the balance sheet by recording right-of-use assets and lease liabilities.

Leases can be classified as either

operating leases or finance leases.

Operating leases will result in straight-line lease expense, while finance leases will result in

front-loaded expense.

The Company’s leases consists of operating leases for office space for terms of 12 months or less.

does not recognize a lease liability or right-of-use asset on the balance sheet for short-term leases.

Instead, the Company recognizes

short-term lease payments as an expense on a straight-line basis over the lease term.

A short-term lease is defined as a lease that,

at the commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that

the lessee is reasonably certain to exercise.

Therapeutics, Inc.

Notes to Consolidated Financial Statements

The Company recognizes its leases with a term of greater than a year

on the balance sheet by recording right-of-use assets and lease liabilities.

Leases can be classified as either operating leases or finance

Operating leases will result in straight-line lease expense, while finance leases will result in front-loaded expense.

The Company’s

lease consists of an operating leases for office space.

The Company does not recognize a lease liability or right-of-use asset on the

balance sheet for short-term leases.

Instead, the Company recognizes short-term lease payments as an expense on a straight-line basis

over the lease term.

A short-term lease is defined as a lease that, at the commencement date, has a lease term of 12 months or less and

does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise.

Gain on Settlement

The Company recognizes a gain when cash (or other

assets, such as claims to cash) has been received without the expectation of repayment.

A gain is recorded when the assets are readily

convertible to know amounts of cash or claims to cash.

Gains are reported as part of other income (expense) on the consolidated statement

of operations.

The Company recorded a gain on settlement of $ 0 and $ 6,351,606 included in other income (expense) for the years ended

December 31, 2023 and 2022, respectively.

Fair Value of Financial Instruments

The Company’s financial instruments primarily

include cash, short term investments derivative liabilities and accounts payable.

Due to the short-term nature of cash and accounts payable

the carrying amounts of these assets and liabilities approximate their fair value.

Derivatives are recorded at fair value at each period

Fair value is defined as the price that would

be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at

the reporting date.

include cash, short-term investments, and stock appreciation rights.

Due to the short-term nature of cash and accounts payable the carrying

amounts of these assets and liabilities approximate their fair value.

Fair value is defined as the price that

would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants

at the reporting date.

A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices

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The fair value hierarchy is as

Level 1 Inputs - Unadjusted quoted prices in

active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 Inputs - Inputs other than quoted prices

included in Level 1 that are observable for the asset or liability, either directly or indirectly.

These might include quoted prices

for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are

not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment

speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.

Level 3 Inputs - Prices or valuation techniques

that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The Company’s short-term investment instruments

of $ 92,232,292 at December 31, 2023 are classified using Level 1 inputs within the fair value hierarchy because they are valued

Unrealized gains and losses are recorded in the consolidated statement of operations as unrealized gain on short-term investments.

The Company recorded an unrealized gain of $ 3,823,234 and an unrealized loss of $ 4,220,255 , included in other income (expense) for the

years ended December 31, 2023 and 2022, respectively.

Fair Value on a Recurring Basis

Level 1 Inputs - Unadjusted quoted

prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 Inputs - Inputs other than

quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.

These might include

quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets

that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities,

prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other

Level 3 Inputs - Prices or valuation

techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market

As required by Accounting Standard Codification

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within the fair value hierarchy levels.

The Company accounts for income taxes using the

asset and liability method.

Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable

to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary

differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in the tax rate is

recognized in income or expense in the period that the change is effective.

Tax benefits are recognized when it is probable that the

deduction will be sustained.

A valuation allowance is established when it is more likely than not that all or a portion of a deferred

tax asset will either expire before the Company is able to realize the benefit, or that future deductibility is uncertain.

31, 2023 and 2022, the Company had recorded a valuation allowance to the full extent of the Company’s net deferred tax assets since

the likelihood of realization of the benefit does not meet the more likely than not threshold.

Relmada Therapeutics, Inc.

The Company’s short-term investment instruments

of $ 41,052,356 and $ 92,232,292 at December 31, 2024 and 2023, respectively, are classified using Level 1 inputs within the fair

value hierarchy because they are valued using NAV.

Unrealized gains and losses are recorded in the consolidated statement of operations

as unrealized gain on short-term investments.

The Company recorded unrealized gains of $ 6,735 and of $ 3,823,234 , included in other income

(expense) for the years ended December 31, 2024 and 2023, respectively.

The Company’s stock appreciation rights

liability is a mark-to-market liability and classified within Level 3 of the fair value hierarchy as the Company is using a Black-Scholes

option pricing model.

Significant unobservable inputs included expected term and volatility.

The expected term was calculated using

the simplified method.

The volatility is calculated based on the Company’s historical stock price over a period of time.

Therapeutics, Inc.

Notes to Consolidated Financial Statements

As of December 31, 2024, the stock appreciation

rights liability had a fair value of $ 4,467 .

Significant inputs for Level 3 stock appreciation rights liability fair value measurement

at December 31, 2024 are (1) discount rate of 4.38 %, (2) expected life of 5.75 years, (3) expected volatility of 129 %, (4) zero expected

dividends, (5) stock price of $ 0.52 and (6) exercise price of $ 3.84 - $ 3.69 .

There have been no transfers in and out of level 3 during the year

ended December 31, 2024.

Company accounts for income taxes using the asset and liability method.

Accordingly, deferred

tax assets and liabilities are recognized for the future tax consequences attributable to

differences between financial statement carrying amounts of existing assets and liabilities

and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted

tax rates expected to apply to taxable income in the years in which those temporary differences

are expected to be recovered or settled.

The effect on deferred tax assets and liabilities

of a change in the tax rate is recognized in income or expense in the period that the change

is effective.

Tax benefits are recognized when it is probable that the deduction will be

A valuation allowance is established when it is more likely than not that all

or a portion of a deferred tax asset will either expire before the Company is able to realize

the benefit, or that future deductibility is uncertain.

At December 31, 2024 and 2023, the

Company had recognized a valuation allowance to the full extent of the Company’s net

deferred tax assets since the likelihood of realization of the benefit does not meet the

more likely than not threshold.

The Company files a U.S.

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and various state returns.

Uncertain tax positions taken on our tax returns will be accounted for as liabilities for unrecognized tax

The Company will recognize interest and penalties, if any, related to unrecognized tax benefits in general and administrative

expenses in the statements of operations.

There were no liabilities recorded for uncertain tax positions at December 31, 2023 and 2022.

The open tax years, subject to potential examination by the applicable taxing authority, for the Company are from June 30, 2018 forward.

Uncertain tax positions taken on the Company’s tax returns will be accounted for as liabilities for

unrecognized tax benefits.

The Company will recognize interest and penalties, if any, related to unrecognized tax benefits in general

and administrative expenses in the statements of operations.

There were no liabilities recorded for uncertain tax positions at December

31, 2024 and 2023.

The open tax years, subject to potential examination by the applicable taxing authority, for the Company are from

December 31, 2020 forward.

Research and Development

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of those instruments.

Stock Appreciation Rights

Pursuant to the terms of the Company’s

2021 Equity Incentive Plan, the Company may grant cash-settled Stock Appreciation Rights (“SARs”) that are classified as

liabilities under ASC 718 ( Compensation—Stock Compensation ).

These SARs allow employees to receive cash payments based on

the appreciation of the Company’s stock price over a specified period.

The initial fair value of SARs is determined

on the grant date using the Black-Scholes option pricing model.

SARs are remeasured at fair value at each reporting date using the Black-Scholes

pricing model until they are exercised or expire.

Changes in fair value are recognized in the income statement as a compensation expense.

Compensation expense is recognized over the service period, which is the period during which employees are required to provide service

in exchange for the award.

Upon exercise, the Company will settle SARs in cash based on the difference

between the fair value of the underlying shares at the exercise date and the exercise price.

Net Loss per Common Share

Basic net loss per common share attributable

to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common

shares outstanding for the period, without consideration for common stock equivalents.

Diluted net loss per common share attributable

to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common

share equivalents outstanding for the period determined using the treasury-stock method.

Dilutive common stock equivalents are comprised

of Class A convertible preferred stock, Series A preferred stock, options and warrants to purchase common stock.

For all periods presented,

there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net

losses in each period.

Basic loss per common share attributable to common

stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares

outstanding for the period, without consideration for common stock equivalents.

Diluted loss per common share attributable to common

stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common share

equivalents outstanding for the period determined using the treasury-stock method.

Dilutive common stock equivalents are comprised of

options and warrants to purchase common stock.

For all periods presented, there is no difference in the number of shares used to calculate

basic and diluted shares outstanding due to the Company’s net losses in each period.

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

The potentially dilutive securities that would

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Common stock options

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

Recent Accounting Pronouncements

In October 2021, the FASB issued ASU 2021-08, “ Business Combinations

Adoption of Recent Accounting Standards

In October 2021, the FASB issued ASU 2021-08,

“ Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ”.

The amendments in this

ASU require that an entity (acquirer) recognize, and measure contract assets and contract liabilities acquired in a business combination,

including contract assets and contract liabilities arising from revenue contracts with customers, as if it had originated the contracts

as of the acquisition date.

The amendments in this ASU were effective for annual and interim periods beginning after December 15, 2022.

The Company adopted this standard effective January 1, 2023 and the standard did not have a significant impact on our consolidated financial

The amendments in this ASU require that an entity (acquirer) recognize, and measure contract assets and contract liabilities acquired

in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers, as if it

had originated the contracts as of the acquisition date.

The amendments in this ASU were effective for annual and interim periods beginning

after December 15, 2022.

The Company adopted this standard effective January 1, 2023 and the standard did not have a significant impact

on our consolidated financial statements.

In November 2023, The FASB issued ASU 2023-07,

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for reportable segments, primarily through enhanced disclosures about significant segment expenses.

ASU 2023-07 is effective for our annual

periods beginning January 1, 2024, and for interim periods beginning January 1, 2025, with early adoption permitted.

ASU 2023-07 is effective for our

annual periods beginning January 1, 2024, and for interim periods beginning January 1, 2025, with early adoption permitted.

adopted this standard effective January 1, 2024 and the standard did not have significant impact on our consolidated financial statements.

Recent Accounting Standards

December 2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740):

to Income Tax Disclosures ” to expand the disclosure requirements for income taxes,

specifically related to the rate reconciliation and income taxes paid.

ASU 2023-09 is effective

for our annual periods beginning January 1, 2025, with early adoption permitted.

is currently evaluating the potential effect that the updated standard will have on our financial

statement disclosures.

In November 2024, the FASB issued ASU 2024-03,

Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) .

ASU 2024-03 requires

specified information about certain costs and expenses be disclosed in the notes to the financial statements, including the expense caption

on the face of the income statement in which they are disclosed, in addition to a qualitative description of remaining amounts not separately

disaggregated.

Entities will also be required to disclose their definition of “selling expenses” and the total amount in

each annual period.

The standard is effective for the Company for annual periods beginning January 1, 2027 and for interim periods beginning

January 1, 2028, with updates applied either prospectively or retrospectively.

Early adoption is permitted.

The Company is currently

evaluating the potential effect that the updated standard will have on our financial statement disclosures.

In December 2023, the FASB issued ASU 2023-09,

“ Income Taxes (Topic 740):

Improvements to Income Tax Disclosures ” to expand the disclosure requirements for income

taxes, specifically related to the rate reconciliation and income taxes paid.

ASU 2023-09 is effective for our annual periods beginning

January 1, 2025, with early adoption permitted.

The Company is currently evaluating the potential effect that the updated standard will

have on our financial statement disclosures.

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

evaluating the impact of this guidance on its disclosures.

Subsequent Events

The Company’s management reviewed all material

events through the date the audited consolidated financial statements were issued for subsequent event disclosure consideration.

NOTE 4 - PREPAID EXPENSES

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Accrued vacation

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

NOTE 6 - STOCK APPRECIATION RIGHTS

During the year ended December 31, 2024, 110,000

cash-settled stock appreciation rights have been issued to employees with an exercise price of $ 3.84 - $ 3.69 respectively with a 10 -year

term and vesting over a 4 -year period.

Variables used in the Black-Scholes option-pricing model include:

(1) discount rate of 3.87 –

4.15 %, (2) expected life of 6.25 years, (3) expected volatility of 113 %, and (4) zero expected dividends.

At December 31, 2024, the Company revalued the

cash-settled stock appreciation rights using a stock price of $ 0.52 and an exercise price of $ 3.84 - $ 3.69 .

Variables used in the Black-Scholes

option-pricing model include:

(1) discount rate of 4.38 %, (2) expected life of 5.75 years, (3) expected volatility of 129 %, and (4) zero

expected dividends.

As of December 31, 2024, the total liability

related to cash-settled SARs is $ 4,467 , reflecting the fair value as of the reporting date.

During the year ended December 31, 2024,

the Company recorded compensation related to the cash-settled SARs in the amount of $ 4,467 , included in research and development expenses

in the accompanying consolidated statements of operations.

A summary of the changes in SARs during the nine months ended December

31, 2024 is as follows.

Number of Cash-Settled

SARS Weighted

Price Weighted

Term Aggregate

Outstanding at December 31, 2023 -

Granted 110,000 $ 3.70 9.58 $ -

Outstanding at December 31, 2024 110,000 $ 3.70 9.58 $ -

SARs vested at December 31, 2024 -

At December 31, 2024, the Company has unrecognized

compensation expense of approximately $ 38,000 related to unvested stock appreciation rights which will be recognized over the weighted

average remaining service period of 3.58 years.

NOTE 7 - STOCKHOLDERS’ EQUITY

During the year ended December 31, 2023, the Company did not issue

any shares of common stock for the exercise of warrants.

During the year ended December 31, 2022, the Company issued 181,336 shares of

common stock for the exercise of warrants for proceeds of $ 1,264,523 .

During the year ended December 31, 2023, the Company did not issue

any shares of common stock for the exercise of options.

During the year ended December 31, 2022, the Company issued 83,698 shares of common

stock for the exercise of options for proceeds of $ 703,720 .

On May 15, 2020, the Company entered into an Open Market Sale Agreement with

Jefferies LLC, as sales agent (“Jefferies”), pursuant to which the Company offered to sell, from time to time, through Jefferies,

shares of the Company’s common stock, having an aggregate offering price of up to $ 75,000,000 .

The Company was not obligated to

sell any shares under the agreement.

During the years ended December 31, 2023 and 2022, the Company issued 0 and 2,094,243 shares of common

stock for net cash proceeds of $ 0 and $ 42,728,599 under the agreement, respectively.

As of December 31, 2023, no shares were available

to be issued under this agreement.

During the years ended December 31, 2024 and

2023, the Company did not issue any shares of common stock for the exercise of warrants.

During the year ended December 31, 2024, the

Company issued 74,999 shares of common stock for the exercise of options for proceeds of $ 246,747 .

During the year ended December 31, 2023, the

Company did not issue any shares of common stock for the exercise of options.

On April 6, 2022, the Company entered into a

new Open Market Sale Agreement with Jefferies, as sales agent, pursuant to which we may offer and sell, from time to time, through Jefferies,

shares of our common stock, having an aggregate offering price of up to $ 100,000,000 .

We are not obligated to sell any shares under the

new Open Market Sale Agreement with Jefferies LLC, as sales agent, pursuant to which we may offer and sell, from time to time, through

Jefferies LLC, shares of our common stock, having an aggregate offering price of up to $ 100,000,000 .

We are not obligated to sell any

shares under the agreement.

As of December 31, 2024, no shares have been issued under this agreement.

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Notes to Consolidated Financial Statements

Stock-based compensation - options

NOTE 8 - OPTIONS AND WARRANTS

In December 2014, the Board of Directors adopted

and the shareholders approved Relmada’s 2014 Stock Option and Equity Incentive Plan, as amended (the “2014 Plan”),

which allows for the granting of 5,152,942 common stock awards, stock appreciation rights, and incentive and nonqualified stock options

to purchase shares of the Company’s common stock to designated employees, non-employee directors, and consultants and advisors.

and the Company’s shareholders approved Relmada’s 2014 Stock Option and Equity Incentive Plan, as amended (the “2014

Plan”), which allows for the granting of 5,152,942 common stock awards, stock appreciation rights, and incentive and nonqualified

stock options to purchase shares of the Company’s common stock to designated employees, non-employee directors, and consultants

and advisors.

In May 2021, the Company’s Board of Directors

adopted and shareholders approved the Company’s 2021 Equity Incentive Plan (the “2021 Plan”), which allowed for the

granting of 1,500,000 options or other stock awards.

adopted and shareholders approved Relmada’s 2021 Equity Incentive Plan (the “2021 Plan”) which allows for the granting

of 1,500,000 options or other stock awards.

In May 2022, the Company’s Board of Directors

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of up to 13,052,942 options or other stock awards.

Stock options are exercisable generally for a period of 10 years from

the date of grant and generally vest either over four years or upon achievement of certain specified corporate or other milestones.

of December 31, 2023, there were no shares available to be granted under either the 2014 or 2021 Plan.

The shareholders will vote at their

annual meeting in 2024 on a management proposal to increase the shares available to be issued under the 2021 Plan.

There can be no assurance

such amendment will be approved.

As of December 31, 2023, options for 4,363,250 shares of common stock had been issued subject

to approval by the shareholders of this amendment.

If the amendment is not approved, such options will be forfeited.

Stock options are exercisable generally for a

period of 10 years from the date of grant and generally vest over four years .

As of December 31, 2024, there were 789,925 shares

available to be granted under either the 2014 and 2021 Plan.

The Company uses the simplified method for share-based

compensation to estimate the expected term for employee option awards for share-based compensation in its option-pricing model.

From November 13, 2023 through December 15, 2023,

From January 1, 2024 through December 31, 2024,

the Company awarded a total of 487,434 options to consultants and employees with an exercise price ranging from $ 3.05 to $ 3.44 and

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The options granted include time-based vesting grants.

The options have an aggregate

fair value of approximately $ 10,703,070 calculated using the Black Scholes option-pricing model.

Variables used in the Black-Scholes

option-pricing model include:

(1) discount rate of 3.93 – 4.68 % (2) expected life of 6.25 years, (3) expected

volatility of 113 - 114 %, and (4) zero expected dividends.

The options have an

aggregate fair value of approximately $ 1,300,000 calculated using the Black Scholes option-pricing model.

Variables used in the

Black-Scholes option-pricing model include:

(1) discount rate of 4.10 – 4.51 % (2) expected life of 5.92 - 6.25 years,

(3) expected volatility of 113.5 - 114.1 %, and (4) zero expected dividends.

From November 13, 2023 through December 15, 2023,

the Company awarded a total of 5,010,000 options to consultants and employees with an exercise price ranging from $ 2.48 to

$ 2.82 and a 10 -year term vesting over a 4 -year period.

The options granted include time-based vesting grants.

have an aggregate fair value of approximately $ 10,703,070 calculated using the Black Scholes option-pricing model.

Variables used

in the Black-Scholes option-pricing model include:

(1) discount rate of 3.93 – 4.68 % (2) expected life of 6.25 years,

(3) expected volatility of 113 - 114 %, and (4) zero expected dividends.

From August 1, 2023 through September 18, 2023, 10,000 options

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life of 6.25 years, (3) expected volatility of 115 - 116 %, and (4) zero expected dividends.

From December 16, 2022 through December 21, 2022, the Company awarded

a total of 2,800,000 options to consultants and employees with an exercise price ranging from $ 3.20 to $ 3.37 and a 10 -year term vesting

over a 4 -year period.

The options granted include time-based vesting grants.

The options have an aggregate fair value of $ 8,169,325 calculated

using the Black Scholes option-pricing model.

Variables used in the Black-Scholes option-pricing model include:

(1) discount rate of 3.60

– 3.78 % (2) expected life of 6.25 years, (3) expected volatility of 115 %, and (4) zero expected dividends.

On December 16, 2022, the Company awarded a total of 199,432 options

to employees with an exercise price of $ 3.37 and a 10 -year term vesting immediately.

The options have an aggregate fair value

of $ 561,902 calculated using the Black Scholes option-pricing model.

Variables used in the Black-Scholes option-pricing model include:

discount rate of 3.61 % (2) expected life of 5 years, (3) expected volatility of 120 %, and (4) zero expected

From July 1, 2022 through September 29, 2022, 260,000 options

were issued to various consultants with an exercise price ranging from $ 18.30 to $ 36.19 and a 10 -year term, vesting over

a 4 year period.

The options granted include time-based vesting grants.

The options have an aggregate fair value of approximately

$ 5.0 million calculated using the Black-Scholes option-pricing model.

Variables used in the Black-Scholes option-pricing model include:

(1) discount rate of 2.9 – 3.94 % (2) expected life of 6.25 years, (3) expected volatility of 93 - 94 %,

and (4) zero expected dividends.

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

From April 25, 2022 through May 5, 2022, 260,000 options

were issued to various consultants with an exercise price ranging from $ 22.40 to $ 25.52 and a 10 -year term, vesting over

a 4 -year period.

The options granted include time-based vesting grants.

The options have an aggregate fair value of approximately

$ 4.6 million, calculated using the Black-Scholes option-pricing model.

Variables used in the Black-Scholes option-pricing model

(1) discount rate of 2.85 – 3.04 % (2) expected life of 6.25 years, (3) expected volatility of 95 %,

and (4) zero expected dividends.

On March 28, 2022, the Company awarded a total

of 15,000 options to an employee with an exercise price of $ 25.76 and a 10 -year term vesting over a 4 -year period.

The options granted include time-based vesting grants.

The options have an aggregate fair value of $ 307,845 calculated using the

Black Scholes option-pricing model.

Variables used in the Black-Scholes option-pricing model include:

(1) discount rate of 2.55 %

(2) expected life of 6.25 years, (3) expected volatility of 98 %, and (4) zero expected dividends.

From January 5, 2022 through March 14, 2022, 110,000 options

were issued to various consultants with an exercise price ranging from $ 18.00 to $ 21.46 and a 10 -year term, vesting over

a 4 -year period.

The options granted include time-based vesting grants.

The options have an aggregate fair value of approximately

$ 1.6 million, calculated using the Black-Scholes option-pricing model.

Variables used in the Black-Scholes option-pricing model

(1) discount rate of 1.53 – 2.00 % (2) expected life of 6.25 years, (3) expected volatility of 98 %,

and (4) zero expected dividends.

On January 1, 2022, 50,000 options

were issued to a consultant with an exercise price of $ 22.53 and a 10 -year term, vesting over a 1 -year period.

granted include performance vesting based on the Company’s achievement of performance metrics.

The options have an aggregate fair

value of $ 847,583 , calculated using the Black-Scholes option-pricing model.

Variables used in the Black-Scholes option-pricing model

(1) discount rate of 1.53 % (2) expected life of 5.5 years, (3) expected volatility of 96 %, and (4) zero expected

A summary of the changes in options outstanding

for the years ended December 31, 2024 and 2023 is as follows:

Aggregate Intrinsic

Shares Weighted

Share Weighted

(Years) Aggregate Intrinsic

Outstanding and expected to vest at December 31, 2022 12,122,606 $ 18.19 8.5 $ 417,998

( 1,868,750 )

Granted 5,700,000 2.61 9.9 -

Forfeited ( 406,414 ) -

Outstanding and expected to vest at December 31, 2023 17,416,192 $ 12.99 8.3 $ 11,183,370

Granted 487,434 3.10

Forfeited and cancelled ( 5,565,610 ) -

Exercised ( 74,999 ) -

Outstanding and expected to vest at December 31, 2024 12,263,017 $ 16.61 6.01 $ -

Options exercisable at December 31, 2024 9,480,618 $ 19.02 5.44 $ -

On September 5, 2023, Dr.

Eric Schmidt, a member

of the Board of Directors (the “Board”), notified the Company that he would resign from the Board, effective immediately.

On September 22, 2023, the Board voted and approved that all of Dr.

Schmidt’s unvested options would vest immediately and be exercisable

through the original term of the respective grants.

In addition, the Board approved the extension of the exercise period for the options

which were vested on September 5, 2023 from 90 days to the original term of the respective options.

As a result of the modifications,

the Company recorded approximately $ 1.2 million of stock-based compensation during the year ended December 31, 2023.

At December 31, 2023, the Company has unrecognized stock-based compensation

expense of approximately $ 62,386,500 related to unvested stock options over the weighted average remaining service period of 2.5 years.

The weighted average fair value of options granted during the years ended December 31, 2023 and 2022 was approximately $ 2.61 and $ 7.40

per share, respectively, on the date of grant using the Black-Scholes option pricing model with the following assumptions:

At December 31, 2024, the Company has unrecognized

stock-based compensation expense of approximately $ 16,289,000 related to unvested stock options over the weighted average remaining service

period of 1.40 years.

The weighted average fair value of options granted during the years ended December 31, 2024 and 2023 was approximately

$ 3.10 and $ 2.61 per share, respectively, on the date of grant using the Black-Scholes option pricing model with the following assumptions:

Risk free interest rate

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Dividend yield

113.5 - 114.1 %

Expected term (in years)

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Outstanding at December 31, 2022

( 1,633,352 )

Outstanding at December 31, 2023

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Warrants exercisable at December 31, 2024

There were no warrants issued during the year ended December 31, 2023.

On September 20, 2022, the Company entered into

an agreement with an investor to exchange 1,452,016 shares of outstanding common stock for 1,452,016 prefunded warrants.

The 1,452,016 shares of common stock were returned.

These warrants have an exercise price of $ 0.001 and a 9.99 % beneficial

ownership limitation.

On October 19, 2022 a cashless exercise of the 1,452,016 prefunded warrants was transacted with 1,451,795 shares

of common shares issued and the remaining 221 warrants being cancelled.

At December 31, 2023, the Company had approximately $ 3,200,000 of unrecognized

stock-based compensation expense related to outstanding warrants.

At December 31, 2023, the aggregate intrinsic value of warrants vested

and outstanding was approximately $ 19,000 .

There were no warrants issued

during the year ended December 31, 2024.

At December 31, 2024, the Company had approximately

$ 167,300 of unrecognized stock-based compensation expense related to outstanding warrants.

At December 31, 2024, the aggregate intrinsic

value of warrants vested and outstanding was $ 0 .

Stock-based compensation by class of expense

The following summarizes the components of stock-based

compensation expense which includes common stock, stock options, warrants and restricted stock in the consolidated statements of operations

(rounded to nearest $00):

Research and development

General and administrative

compensation expense which includes stock options and warrants in the consolidated statements of operations (rounded to nearest $00):

and development

and administrative

Relmada Therapeutics, Inc.

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approximately $ 3,953,000 that will begin to expire in 2042.

The Company’s ability to use its NOL carryforwards may be limited

if it experiences an “ownership change” as defined in Section 382 (“Section 382”) of the Internal Revenue Code

of 1986, as amended.

An ownership change generally occurs if certain stockholders increase their aggregate percentage ownership of a

corporation’s stock by more than 50 percentage points over their lowest percentage ownership at any time during the testing period,

which is generally the three-year period preceding any potential ownership change.

Sections 382 and 383 of the Internal Revenue

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tax credits, to an annual limitation in the event of certain ownership changes, as defined.

The Company has undergone and ownership change

The Company has undergone an ownership change

and has determined that various “changes in ownership” as defined by IRS Section 382 did occur.

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of the Company’s NOL carryforwards are limited.

Approximately, $ 41,562,000 of NOLs and $ 7,346,000 of R&D Credits are expected to

expire unused.

Approximately, $ 53,028,000 of NOLs and $ 7,321,000 of R&D Credits are expected

to expire unused.

The deferred tax assets associated with the attributes that will expire without utilization have been written-off.

are $ 1,109,000 of NOLs available for use after the October 13, 2022 change in 2023.

In subsequent years, the NOLs available from the

October 13, 2022 change under section 382 are $ 740,000 , annually.

There are approximately $ 68,900,000 of NOLs available for in 2024.

In subsequent years, the NOLs available from the October 13, 2022

change under section 382 are $ 740,000 , annually.

A reconciliation of the statutory tax rate to

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NOL and R&D adjustment due to 382

NUBIL – 382 adjustment

Permanent true-ups

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Effective income tax rate

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

The Company does not have any uncertain tax positions

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If and when applicable, the Company will recognize interest and penalties as part of income tax expense.

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

NOTE 10 - COMMITMENTS AND CONTINGENCIES

License Agreements

On August 20, 2007, the Company entered into a License Development

and Commercialization Agreement with Wonpung Mulsan Co, a shareholder of the Company.

Wonpung has exclusive territorial rights in countries

it selects in Asia to market up to two drugs the Company is currently developing and a right of first refusal (ROFR) for up to an additional

five drugs that the Company may develop in the future as defined in more detail in the license agreement.

If the parties cannot agree

to terms of a license agreement, then the Company shall be able to engage in discussions with other potential licensors.

As of March 19,

2024, no discussions are active between the Company and Wonpung.

The Company received an upfront license fee of

$ 1,500,000 and will earn royalties of up to 12 % of net sales for up to two licensed products it is currently developing.

The licensing

terms for the ROFR products are subject to future negotiations and binding arbitration.

The terms of each licensing agreement will expire

on the earlier of any time from 15 years to 20 years after licensing or on the date of commercial availability of a generic product to

such licensed product in the licensed territory.

Third Party Licensor

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Inturrisi / Manfredi

In January 2018, we entered into an Intellectual

Property Assignment Agreement (the Assignment Agreement) and License Agreement (the “License Agreement” and together with

In January 2018, the Company entered into

an Intellectual Property Assignment Agreement (the Assignment Agreement) and License Agreement (the License Agreement and together with

the Assignment Agreement, the Agreements) with Dr.

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every three months.

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

Arbormentis, LLC

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neural plasticity.

Paolo Manfredi, Relmada’s Acting Chief Scientific Officer and co-inventor of REL-1017, and Dr.

Pappagallo, Relmada’ s Safety/Adjudication Officer, are among the scientists affiliated with Arbormentis, LLC.

Leases and Subleases

On August 1, 2021, the Company relocated its corporate

headquarters to 2222 Ponce de Leon, Floor 3, Coral Gables, FL 33134, pursuant to a lease agreement with monthly rent of approximately

On August 1, 2021, the Company relocated its corporate headquarters to 2222 Ponce de Leon, Floor 3, Coral Gables, FL 33134, pursuant to a lease agreement with monthly rent of approximately $ 11,000 .

The lease period was for five months .

The lease agreement expired on December 31, 2021 and was renewed for the calendar year

2022, 2023 and 2024 with monthly rent of approximately $ 9,000 , $ 7,000 and $ 7,000 , respectively.

Beginning on January 1, 2023, we also leased office

space at 880 Third Avenue, 12 th Floor, New York, NY 10022 with monthly rent of approximately $ 14,500 that was terminated on

November 30, 2023.

The lease agreement expired on December 31, 2021 and was renewed for each subsequent year with monthly rent for the years end December 31, 2024 and 2023 of approximately $ 7,000 and $ 7,000 , respectively.

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

Beginning on January 1, 2023, we also leased

office space at 880 Third Avenue, 12 th Floor, New York, NY 10022 with monthly rent of approximately $ 14,500 that was terminated

on November 30, 2023 .

Beginning on December 1, 2023, we leased office

space at 12 E 49 th Street, New York, NY 10022 for with monthly rent of approximately $ 12,000 that expires on July 31, 2024.

space at 12 E 49 th Street, New York, NY 10022 for with monthly rent of approximately $ 12,000 that lease was terminated on

May 31, 2024 .

on May 29, 2024, we leased office space at 12 E 49 th Street, New York, NY 10022 with monthly rent of approximately $ 10,500 ;

that lease expires on May 30, 2025 .

In accordance with ASC 842, Leases , the

Company recognizes rent expense evenly over the 12 months.

Company has elected the practical expedient and recognizes rent expense evenly over the 12 months.

The Company incurred rent expense of approximately

$ 236,900 and $ 283,600 for the years ended December 31, 2024 and 2023, respectively.

On June 8, 2017, the Company entered into an Amended and Restated License

Agreement with Actinium.

Pursuant to the terms of the agreement, Actinium licensed the furniture, fixtures, equipment and tenant improvements

located in the office (FFE) for a license fee of $ 7,529 per month until December 8, 2022.

Actinium had at any time during the term of

this agreement the right to purchase the FFE for $ 496,914 , less any previously paid license fees.

On July 7, 2022, Actinium exercised

its right to purchase the FFE for $ 52,698 .

The license of FFE qualifies as a sales-type lease.

At inception, the Company derecognized

the underlying assets of $ 493,452 , recognized discounted lease payments receivable of $ 397,049 using the discount rate of 8.38 % and recognized

loss on sales-type lease of fixed assets of $ 96,403 .

As of December 31, 2023 and 2022, there was no unearned interest income.

From time to time, the Company may become involved

in lawsuits and other legal proceedings that arise in the course of business.

Litigation is subject to inherent uncertainties,

and it is not possible to predict the outcome of litigation with total confidence.

Except as disclosed below, the Company is currently

not aware of any legal proceedings or potential claims against it whose outcome would be likely, individually or in the aggregate, to

have a material adverse effect on the Company’s business, financial condition, operating results, or cash flows.

NOTE 8 - OTHER POSTRETIREMENT

Litigation is subject to inherent uncertainties, and it

is not possible to predict the outcome of litigation with total confidence.

The Company is currently not aware of any legal proceedings

or potential claims against it whose outcome would be likely, individually or in the aggregate, to have a material adverse effect on

the Company’s business, financial condition, operating results, or cash flows.

11 - OTHER POSTRETIREMENT BENEFIT PLAN

Relmada participates in a multiemployer 401(k)

5 unchanged sentences

and $ 140,982 for the years ended December 31, 2024 and 2023, respectively.

NOTE 12 – SEGMENT REPORTING

The Company determined its reporting units in

accordance with ASC 280, Segment Reporting .

Reportable operating segments are determined based on the management approach, as

defined by ASC 280, is based on the way that the chief operating decision-maker (CODM) organizes segments within the Company for making

operating decisions, assessing performance, and allocating resources.

Reportable segments are based on products and services, geography,

legal structure, management structure, or any other manner in which management disaggregates the Company.

Management determined the Company’s operations

constitute a single reportable segment in accordance with ASC 280:

clinical stage drug development.

The Company derives all of its losses

from the development of clinical stage drugs expenses.

The Company’s CODM is its chief executive officer and chief financial officer.

The CODM assesses performance and makes operating decisions about allocating resources based on the research and development operating

expenses on the Consolidated Statements of Operations.

The CODM does not review assets in evaluating the results of the clinical stage

development, and therefore, such information is not presented.

The following table provides the operating expenses

of our clinical stage drug development segment (rounded to the nearest $00):

Clinical Study Expense

Other Research Expense

Manufacturing and Drug Storage Expense

Pre-clinical Expense

Compensation Expense

Stock-based Compensation Expense

Total Research and Development Expense

NOTE 13 - SUBSEQUENT EVENTS

The Company’s management reviewed all material

events through the date the financial statements were issued for subsequent event disclosure consideration.

From January 1, 2024 through March 19, 2024, 50,000 options were issued

to an advisor with an exercise price of $ 3.44 and a 10 -year term, vesting over a 4 -year period.

These options awarded are subject to shareholder

On January 31, 2024 Executive officers purchased

171,645 shares of common stock at a weighted average purchase price of $ 3.86 .

Subsequent to December 31, 2023, 74,999 outstanding

options were exercised for total cash proceeds of $ 246,747 .

On January 2, 2025, 300,000 Cash-Settled Stock

Appreciation Rights were granted to a consultant with an exercise price of $ 0.45 .

On February 3, 2025, the Company entered into

an Asset Purchase Agreement (the Purchase Agreement) with Asarina Pharma AB (Asarina), a Swedish corporation, pursuant to which the Company

has agreed, subject to the terms and conditions set forth therein, to purchase from Asarina all right, title, and interest in Sepranolone,

a phase 2b ready neurosteroid being developed for the potential treatment of Prader-Willi Syndrome, Tourette Syndrome, essential tremor

and other diseases related to excessive GABAergic activity.

The total purchase price for Sepranolone is € 3,000,000 .

The Company paid Asarina

$ 2,756,000 on February 5, 2025, which includes a credit of $ 250,000 for a previous payment made by the Company to Asarina pursuant to

an exclusivity agreement dated October 25, 2024.

On March 24, 2025, the Company entered into an

Exclusive License Agreement with Trigone Pharma, Ltd.

(Trigone), an Israeli company.

The license agreement is for Trigone’s NDV-01

product, which is a novel, sustained-release, intravesical gemcitabine/docetaxel, ready-for-use product candidate for the treatment of

Under the terms of the agreement, the Company made a $ 3,500,000 upfront payment on March 25, 2025, and issued 3,017,420 shares

of common stock, which represent 10 % of the Company’s outstanding shares, for exclusive worldwide rights to NDV-01, excluding Israel,

India and South Africa.

In addition, the Company will pay up to $ 200 million

in development, regulatory and sales milestones pending successful commercialization.

The Company will also pay a royalty of 3 % on any

Following the completion of the ongoing Phase 2 study, the Company will assume responsibility for NDV-01’s development,

manufacturing and commercialization.

On March 24, 2025, the Company awarded a total

of 200,000 options to consultants with an exercise price of $ 0.30 and a 10 -year term vesting over a four-year period.

Certain of the agreements filed as exhibits to

this Report contain representations and warranties by the parties to the agreements that have been made solely for the benefit of the

parties to the agreement.

this Annual Report contain representations and warranties by the parties to the agreements that have been made solely for the benefit

of the parties to the agreement.

These representations and warranties:

9 unchanged sentences

Investors should not rely on them as statements of fact.

Share Exchange Agreement, dated May 20, 2014, by and among Camp Nine, Inc., Relmada Therapeutics, Inc., and the stockholders of Relmada Therapeutics, Inc.

Exchange Agreement, dated May 20, 2014, by and among Camp Nine, Inc., Relmada Therapeutics, Inc., and the stockholders of Relmada

Therapeutics, Inc.

(incorporated by reference to Exhibit 2.1 of Relmada’s Form 8-K filed with the SEC on May 27, 2014).

(i) Articles of Incorporation of Camp Nine, Inc.

(incorporated by reference to Exhibit 3.1 of Relmada’s Registration Statement on Form S-1 filed with the SEC on November 13, 2012).

(ii) Certificate of Designation dated May 13, 2014 (incorporated by reference to Exhibit 4.1 to Relmada’s Report on Form 8-K filed with the SEC on May 19, 2014).

(iii) Nevada Certificate of Amendment to Articles of Incorporation of Camp Nine, Inc., effective May 30, 2014 (incorporated by reference to Exhibit 3.1 of Relmada’s Form 8-K filed with the SEC on June 2, 2014).

(iv) Nevada Certificate of Amendment to Articles of Incorporation of Camp Nine, Inc., effective July 8, 2014 (incorporated by reference to Exhibit 3.1 of Relmada’s Form 8-K filed with the SEC on July 14, 2014).

(v) Certificate of Change of Relmada Therapeutics, Inc.

dated September 26, 2019 (incorporated by reference to Exhibit 3.1 of Relmada’s Form 8-K filed with the SEC on September 27, 2019).

(vi) Certificate of Amendment to Articles of Incorporation dated September 22, 2022 (incorporated by reference to Exhibit 3.1 of Relmada’s Form 8-K filed with the SEC on September 22, 2022).

Second Amended and Restated Bylaws of Relmada Therapeutics, Inc.

(incorporated by reference to Exhibit 3.2 of Relmada’s Form 8-K filed with the SEC on November 25, 2015).

Form of Warrants to Purchase Common Stock issued in 2012 and 2013 in connection with Relmada Therapeutics, Inc.

Series A Preferred Stock (incorporated by reference to Exhibit 4.1 of Relmada’s Form 8-K filed with the SEC on May 27, 2014).

Form of Warrants to Purchase Common Stock issued in 2012 and 2013 in connection with Relmada Therapeutics, Inc.

8% Senior Subordinated Promissory Notes (incorporated by reference to Exhibit 4.2 of Relmada’s Form 8-K filed with the SEC on May 27, 2014).

Form of B Warrant dated May __, 2014 issued to investors by Relmada Therapeutics, Inc.

Articles of Incorporation of Camp Nine, Inc.

(incorporated by reference to Exhibit 3.1 of Relmada’s Registration Statement

on Form S-1 filed with the SEC on November 13, 2012).

Certificate of Designation dated May 13, 2014 (incorporated by reference to Exhibit 4.1 to Relmada’s Report on Form 8-K filed

with the SEC on May 19, 2014).

Nevada Certificate of Amendment to Articles of Incorporation of Camp Nine, Inc., effective May 30, 2014 (incorporated by reference

to Exhibit 3.1 of Relmada’s Form 8-K filed with the SEC on June 2, 2014).

Nevada Certificate of Amendment to Articles of Incorporation of Camp Nine, Inc., effective July 8, 2014 (incorporated by reference

to Exhibit 3.1 of Relmada’s Form 8-K filed with the SEC on July 14, 2014).

Certificate of Change of Relmada Therapeutics, Inc.

dated September 26, 2019 (incorporated by reference to Exhibit 3.1 of Relmada’s

Form 8-K filed with the SEC on September 27, 2019).

Certificate of Amendment to Articles of Incorporation dated September 22, 2022 (incorporated by reference to Exhibit 3.1 of Relmada’s

Form 8-K filed with the SEC on September 22, 2022).

Amended and Restated Bylaws of Relmada Therapeutics, Inc.

(incorporated by reference to Exhibit 3.2 of Relmada’s Form 8-K filed

with the SEC on November 25, 2015).

of Warrants to Purchase Common Stock issued in 2012 and 2013 in connection with Relmada Therapeutics, Inc.

Series A Preferred Stock

(incorporated by reference to Exhibit 4.1 of Relmada’s Form 8-K filed with the SEC on May 27, 2014).

Form of B Warrant dated June 10, 2014 issued to investors by Camp Nine, Inc.

(incorporated by reference to Exhibit 4.2 of Relmada’s Form 8-K filed with the SEC on June 16, 2014).

Form of Convertible Promissory Note (incorporated by reference to Exhibit 4.1 of Relmada’s Form 10-Q filed with the SEC on February 12, 2018).

Form of Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.2 of Relmada’s Form 10-Q filed with the SEC on February 12, 2018).

Form of 2018 Warrant (incorporated by reference to Exhibit 4.1 of Relmada’s Form 10-Q filed with the SEC on November 13, 2018).

Form of 2019 Warrant (incorporated by reference to Exhibit 4.1 of Relmada’s Form 10-Q filed with the SEC on May 15, 2019).

Form of Exchanged Warrant [(incorporated by reference to Exhibit 4.1 of Relmada’s Form 8-K filed with the SEC on September 22, 2022).]

Description of Securities (incorporated by reference to the description of the Company’s common stock, par value $0.001 per share, under the heading “Description of Securities We May Offer—Authorized Capital Stock;

Issued and Outstanding Capital Stock,” “—Common Stock,” “—Forum for Adjudication of Disputes, “—Anti-takeover Effects of Our Articles of Incorporation and By-laws, and “—Anti-takeover Effects of Nevada Law” in the Company’s Registration Statement on Form S-3 (File No.

of Warrants to Purchase Common Stock issued in 2012 and 2013 in connection with Relmada Therapeutics, Inc.

8% Senior Subordinated

Promissory Notes (incorporated by reference to Exhibit 4.2 of Relmada’s Form 8-K filed with the SEC on May 27, 2014).

of B Warrant dated May __, 2014 issued to investors by Relmada Therapeutics, Inc.

(incorporated by reference to Exhibit 4.4 of Relmada’s

Form 8-K filed with the SEC on May 27, 2014).

of B Warrant dated June 10, 2014 issued to investors by Camp Nine, Inc.

(incorporated by reference to Exhibit 4.2 of Relmada’s

Form 8-K filed with the SEC on June 16, 2014).

of Convertible Promissory Note (incorporated by reference to Exhibit 4.1 of Relmada’s Form 10-Q filed with the SEC on February

of Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.2 of Relmada’s Form 10-Q filed with the SEC on

February 12, 2018).

of 2018 Warrant (incorporated by reference to Exhibit 4.1 of Relmada’s Form 10-Q filed with the SEC on November 13, 2018).

of 2019 Warrant (incorporated by reference to Exhibit 4.1 of Relmada’s Form 10-Q filed with the SEC on May 15, 2019).

of Exchanged Warrant [(incorporated by reference to Exhibit 4.1 of Relmada’s Form 8-K filed with the SEC on September 22, 2022).]

of Securities (incorporated by reference to the description of the Company’s common stock, par value $0.001 per share, under

the heading “Description of Securities We May Offer—Authorized Capital Stock;

Issued and Outstanding Capital Stock,”

“—Common Stock,” “—Forum for Adjudication of Disputes, “—Anti-takeover Effects of Our Articles

of Incorporation and By-laws, and “—Anti-takeover Effects of Nevada Law” in the Company’s Registration Statement

on Form S-3 (File No.

333-245054), filed with the Securities and Exchange Commission on August 12, 2020)

Agreement and Plan of Merger dated as of December 31, 2013 between Relmada Therapeutics, Inc.

and Plan of Merger dated as of December 31, 2013 between Relmada Therapeutics, Inc.

and Medeor, Inc.

(incorporated by reference to Exhibit 10.1 of Relmada’s Form 8-K filed with the SEC on May 27, 2014).

2014 Stock Option and Equity Incentive Plan (incorporated by reference to Exhibit 10.14 of Relmada’s Form S-1/A filed with the SEC on December 9, 2014)

Director Agreement, dated July 14, 2015, by and between Charles J.

(incorporated by reference to

Exhibit 10.1 of Relmada’s Form 8-K filed with the SEC on May 27, 2014).

Stock Option and Equity Incentive Plan (incorporated by reference to Exhibit 10.14 of Relmada’s Form S-1/A filed with the SEC

on December 9, 2014)

Agreement, dated July 14, 2015, by and between Charles J.

Casamento and Relmada Therapeutics, Inc.

(incorporated by reference to Exhibit 10.1 of Relmada’s Form 8-K filed with the SEC on July 16, 2015)

Director Indemnity Agreement, dated July 14, 2015, by and between Charles J.

(incorporated by reference to

Exhibit 10.1 of Relmada’s Form 8-K filed with the SEC on July 16, 2015)

Indemnity Agreement, dated July 14, 2015, by and between Charles J.

Casamento and Relmada Therapeutics, Inc.

(incorporated by reference to Exhibit 10.2 of Relmada’s Form 8-K filed with the SEC on July 16, 2015)

Amended 2014 Stock Option and Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of Relmada’s Form 8-K filed with the SEC on August 7, 2015).

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.2 of Relmada’s Form 8-K filed with the SEC on August 7, 2015).

License Agreement, dated January 16, 2018, between Relmada Therapeutics, Inc.

(incorporated by reference

to Exhibit 10.2 of Relmada’s Form 8-K filed with the SEC on July 16, 2015)

2014 Stock Option and Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of Relmada’s Form 8-K filed with the

SEC on August 7, 2015).

of Indemnification Agreement (incorporated by reference to Exhibit 10.2 of Relmada’s Form 8-K filed with the SEC on August

Agreement, dated January 16, 2018, between Relmada Therapeutics, Inc.

Inturrisi and Dr.

Paolo Manfredi (incorporated by reference to Exhibit 10.1 of Relmada’s Form 8-K filed with the SEC on January 19, 2018).

Intellectual Property Assignment Agreement, dated January 16, 2018, between Relmada Therapeutics, Inc.

Paolo Manfredi (incorporated

by reference to Exhibit 10.1 of Relmada’s Form 8-K filed with the SEC on January 19, 2018).

Property Assignment Agreement, dated January 16, 2018, between Relmada Therapeutics, Inc.

Inturrisi and Dr.

Paolo Manfredi (incorporated by reference to Exhibit 10.2 of Relmada’s Form 8-K filed with the SEC on January 19, 2018).

Form of Note and Warrant Purchase Agreement (incorporated by reference to Exhibit 10.1 of Relmada’s Form 10-Q filed with the SEC on February 12, 2018).

Third Amendment to the 2014 Stock Option and Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.3 of Relmada’s Form 10-Q filed with the SEC on May 14, 2018).

Form of Unit Purchase Agreement among Relmada Therapeutics, Inc.

and certain accredited investors (incorporated by reference to Exhibit 10.1 of Relmada’s Form 10-Q filed with the SEC on November 13, 2018).

Amendment No.

Manfredi (incorporated by reference to Exhibit 10.2 of Relmada’s Form 8-K filed with the SEC on January 19, 2018).

of Note and Warrant Purchase Agreement (incorporated by reference to Exhibit 10.1 of Relmada’s Form 10-Q filed with the SEC

on February 12, 2018).

Amendment to the 2014 Stock Option and Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.3 of Relmada’s

Form 10-Q filed with the SEC on May 14, 2018).

of Unit Purchase Agreement among Relmada Therapeutics, Inc.

and certain accredited investors (incorporated by reference to Exhibit

10.1 of Relmada’s Form 10-Q filed with the SEC on November 13, 2018).

4 to the Relmada Therapeutics, Inc.

2014 Stock Option and Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 of Relmada’s Form 10-Q filed with the SEC on May 15, 2019).

Form of Share Purchase Agreement, dated September 23, 2019 and September 26, 2019, among Relmada Therapeutics, Inc.

and certain accredited investors named therein (incorporated by reference to Exhibit 10.4 of Relmada’s Form 10-Q filed with the SEC on November 13, 2019).

Form of Registration Rights Agreement, dated September 23, 2019 and September 26, 2019, among Relmada Therapeutics, Inc.

and certain accredited investors named therein (incorporated by reference to Exhibit 10.5 of Relmada’s Form 10-Q filed with the SEC on November 13, 2019).

Amended and Restated Unit Purchase Agreement dated November 27, 2019, between Relmada Therapeutics, Inc., and certain accredited investors (incorporated by reference to Exhibit 10.1 of Relmada’s Form 8-K filed with the SEC on December 3, 2019).

Amendment No.

1 To License Agreement dated December 2, 2019, to the License Agreement dated January 16, 2018 between Relmada Therapeutics, Inc., and Dr.

Inturrisi and Dr.

Paolo Manfredi (incorporated by reference to Exhibit 10.2 of Relmada’s Form 8-K filed with the SEC on December 3, 2019).

Director Agreement, effective December 19, 2019, by and between Eric Schmidt and Relmada Therapeutics, Inc.

(incorporated by reference to Exhibit 10.1 of Relmada’s Form 8-K filed with the SEC on December 26, 2019).

Indemnity Agreement, effective December 19, 2019, by and between Eric Schmidt and Relmada Therapeutics, Inc.

(incorporated by reference to Exhibit 10.2 of Relmada’s Form 8-K filed with the SEC on December 26, 2019).

Director Agreement, effective December 19, 2019, by and between John Glasspool and Relmada Therapeutics, Inc.

(incorporated by reference to Exhibit 10.3 of Relmada’s Form 8-K filed with the SEC on December 26, 2019).

Indemnity Agreement, effective December 19, 2019, by and between John Glasspool and Relmada Therapeutics, Inc.

2014 Stock Option and Equity Incentive Plan, as amended (incorporated by reference to

Exhibit 10.1 of Relmada’s Form 10-Q filed with the SEC on May 15, 2019).

of Share Purchase Agreement, dated September 23, 2019 and September 26, 2019, among Relmada Therapeutics, Inc.

and certain accredited

investors named therein (incorporated by reference to Exhibit 10.4 of Relmada’s Form 10-Q filed with the SEC on November 13,

of Registration Rights Agreement, dated September 23, 2019 and September 26, 2019, among Relmada Therapeutics, Inc.

and certain accredited

investors named therein (incorporated by reference to Exhibit 10.5 of Relmada’s Form 10-Q filed with the SEC on November 13,

and Restated Unit Purchase Agreement dated November 27, 2019, between Relmada Therapeutics, Inc., and certain accredited investors

(incorporated by reference to Exhibit 10.1 of Relmada’s Form 8-K filed with the SEC on December 3, 2019).

Employment Agreement, dated January 9, 2020, by and between Maged Shenouda and Relmada Therapeutics, Inc.

(incorporated by reference to Exhibit 10.1 of Relmada’s Form 8-K filed with the SEC on January 10, 2020).

Employment Agreement, dated January 9, 2020, by and between Charles Ence and Relmada Therapeutics, Inc.

(incorporated by reference to Exhibit 10.2 of Relmada’s Form 8-K filed with the SEC on January 10, 2020).

Amended and Restated Employment Agreement, dated January 9, 2020, by and between Sergio Traversa and Relmada Therapeutics, Inc.

(incorporated by reference to Exhibit 10.3 of Relmada’s Form 8-K filed with the SEC on January 10, 2020).

Amendment No.

5 to Stock Option and Equity incentive Plan (incorporated by reference to Exhibit 10.1 of Relmada’s Form 8-K filed with the SEC on March 9, 2020).

Open Market Sale Agreement SM dated as of May 15, 2020 by and between Relmada Therapeutics, Inc.

1 To License Agreement dated December 2, 2019, to the License Agreement dated January 16, 2018 between Relmada Therapeutics,

Inc., and Dr.

Inturrisi and Dr.

Paolo Manfredi (incorporated by reference to Exhibit 10.2 of Relmada’s Form 8-K

filed with the SEC on December 3, 2019).

Agreement, effective December 19, 2019, by and between Eric Schmidt and Relmada Therapeutics, Inc.

(incorporated by reference to

Exhibit 10.1 of Relmada’s Form 8-K filed with the SEC on December 26, 2019).

Agreement, effective December 19, 2019, by and between Eric Schmidt and Relmada Therapeutics, Inc.

(incorporated by reference to

Exhibit 10.2 of Relmada’s Form 8-K filed with the SEC on December 26, 2019).

Agreement, effective December 19, 2019, by and between John Glasspool and Relmada Therapeutics, Inc.

(incorporated by reference to

Exhibit 10.3 of Relmada’s Form 8-K filed with the SEC on December 26, 2019).

Agreement, effective December 19, 2019, by and between John Glasspool and Relmada Therapeutics, Inc.

(incorporated by reference to

Exhibit 10.4 of Relmada’s Form 8-K filed with the SEC on December 26, 2019).

Agreement, dated January 9, 2020, by and between Maged Shenouda and Relmada Therapeutics, Inc.

(incorporated by reference to Exhibit

10.1 of Relmada’s Form 8-K filed with the SEC on January 10, 2020).

Agreement, dated January 9, 2020, by and between Charles Ence and Relmada Therapeutics, Inc.

(incorporated by reference to Exhibit

10.2 of Relmada’s Form 8-K filed with the SEC on January 10, 2020).

and Restated Employment Agreement, dated January 9, 2020, by and between Sergio Traversa and Relmada Therapeutics, Inc.

(incorporated

by reference to Exhibit 10.3 of Relmada’s Form 8-K filed with the SEC on January 10, 2020).

5 to Stock Option and Equity incentive Plan (incorporated by reference to Exhibit 10.1 of Relmada’s Form 8-K filed with

the SEC on March 9, 2020).

Market Sale Agreement SM dated as of May 15, 2020 by and between Relmada Therapeutics, Inc.

and Jefferies LLC.

(incorporated by reference to Exhibit 10.7 of Relmada’s Form 10-Q filed with the SEC on May 15, 2020).

Relmada Therapeutics, Inc., 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.61 of Relmada’s Form 10-K filed with the SEC on March 24, 2021).

License Agreement dated as of July 16, 2021, between Arbormentis, LLC and Relmada Therapeutics, Inc.

(incorporated by reference to Exhibit 10.2 of Relmada’s Form 10-Q filed with the SEC on August 10, 2021).

Exchange Agreement between Relmada Therapeutics, Inc., and Venrock Healthcare Capital Partners EG, L.P., Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., and VHCP Co-Investment Holdings III, LLC, dated September 21, 2022 (incorporated by reference to Exhibit 10.1 of Relmada’s Form 8-K filed with the SEC on September 22, 2022).

Amendment No.

2 dated December 27, 2022, to the License Agreement originally dated January 16, 2018, as heretofore amended, between Relmada Therapeutics, Inc., and Dr.

(incorporated

by reference to Exhibit 10.7 of Relmada’s Form 10-Q filed with the SEC on May 15, 2020).

Therapeutics, Inc., 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.61 of Relmada’s Form 10-K filed with

the SEC on March 24, 2021).

Agreement dated as of July 16, 2021, between Arbormentis, LLC and Relmada Therapeutics, Inc.

(incorporated by reference to Exhibit

10.2 of Relmada’s Form 10-Q filed with the SEC on August 10, 2021).

Agreement between Relmada Therapeutics, Inc., and Venrock Healthcare Capital Partners EG, L.P., Venrock Healthcare Capital Partners

II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., and VHCP Co-Investment Holdings III,

LLC, dated September 21, 2022 (incorporated by reference to Exhibit 10.1 of Relmada’s Form 8-K filed with the SEC on September

2 dated December 27, 2022, to the License Agreement originally dated January 16, 2018, as heretofore amended, between Relmada

Therapeutics, Inc., and Dr.

Inturrisi and Dr.

Paolo Manfredi (incorporated by reference to Exhibit 10.1 of Relmada’s Form 8-K filed with the SEC on December 28, 2022).

Advisory Agreement dated as of January 1, 2023, between Relmada Therapeutics, Inc., and Paul Kelly (incorporated by reference to Exhibit 10.1 of Relmada’s Form 8-K filed with the SEC on January 5, 2023).

Director Agreement between Relmada Therapeutics, Inc., and Fabiana Fedeli (incorporated by reference to Exhibit 99.1 of Relmada’s Form 8-K filed with the SEC on January 17, 2023).

Indemnity Agreement between Relmada Therapeutics, Inc., and Fabiana Fedeli (incorporated by reference to Exhibit 99.2 of Relmada’s Form 8-K filed with the SEC on January 17, 2023).

List of Subsidiaries (incorporated by reference to Exhibit 21.1 of Relmada’s Form 10-K filed with the SEC on September 9, 2014).

Consent of Marcum LLP

Certification of Principal Executive Officer, pursuant to 18 U.S.C.

Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial and Accounting Officer, pursuant to 18 U.S.C.

Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Executive Officer, pursuant to 18 U.S.C.

Paolo Manfredi (incorporated by reference to Exhibit 10.1 of Relmada’s

Form 8-K filed with the SEC on December 28, 2022).

Agreement dated as of January 1, 2023, between Relmada Therapeutics, Inc., and Paul Kelly (incorporated by reference to Exhibit 10.1

of Relmada’s Form 8-K filed with the SEC on January 5, 2023).

Agreement between Relmada Therapeutics, Inc., and Fabiana Fedeli (incorporated by reference to Exhibit 99.1 of Relmada’s Form

8-K filed with the SEC on January 17, 2023).

Agreement between Relmada Therapeutics, Inc., and Fabiana Fedeli (incorporated by reference to Exhibit 99.2 of Relmada’s Form

8-K filed with the SEC on January 17, 2023).

Agreement, dated January 1, 2025, between Relmada Therapeutics, Inc.

and Paul Kelly (incorporated by reference to Exhibit 10.1 of

Relmada’s Form 8-K filed with the SEC on January 6, 2025).

and Restated Employment Agreement, dated January 1, 2025, by and between Sergio Traversa and Relmada Therapeutics, Inc.

(incorporated

by reference to Exhibit 10.2 of Relmada’s Form 8-K filed with the SEC on January 6, 2025).

and Restated Employment Agreement, dated January 1, 2025, by and between Maged Shenouda and Relmada

Therapeutics, Inc.

(incorporated by reference to Exhibit 10.3 of Relmada’s Form 8-K filed with the SEC on January 6,

and Restated Employment Agreement, dated January 1, 2025, by and between Charles Ence and Relmada Therapeutics, Inc.

(incorporated

by reference to Exhibit 10.4 of Relmada’s Form 8-K filed with the SEC on January 6, 2025).

Compensation Agreement, effective as of August 27, 2024, between Relmada Therapeutics, Inc.

and Sergio Traversa (incorporated by

reference to Exhibit 10.5 of Relmada’s Form 8-K filed with the SEC on January 6, 2025).

Compensation Agreement, effective as of August 27, 2024, between Relmada Therapeutics, Inc.

and Maged Shenouda (incorporated by reference

to Exhibit 10.6 of Relmada’s Form 8-K filed with the SEC on January 6, 2025).

Compensation Agreement, effective as of August 27, 2024, between Relmada Therapeutics, Inc.

and Charles Ence (incorporated by reference

to Exhibit 10.7 of Relmada’s Form 8-K filed with the SEC on January 6, 2025).

Compensation Agreement, effective as of August 27, 2024, between Relmada Therapeutics, Inc.

and Paul Kelly (incorporated by reference

to Exhibit 10.8 of Relmada’s Form 8-K filed with the SEC on January 6, 2025).

Purchase Agreement between Relmada Therapeutics, Inc.

and Asarina Pharma AB, dated February 3, 2025 (incorporated by reference to

Exhibit 10.1 of Relmada’s Form 8-K filed with the SEC on February 6, 2025)

Insider Trading Policy, effective November 10, 2020.

of Subsidiaries (incorporated by reference to Exhibit 21.1 of Relmada’s Form 10-K filed with the SEC on September 9, 2014).

of Marcum LLP

Certification

of Principal Executive Officer, pursuant to 18 U.S.C.

Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of

Certification of Principal Financial and Accounting Officer, pursuant to 18 U.S.C.

Certification

of Principal Financial and Accounting Officer, pursuant to 18 U.S.C.

Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley

Certification

of Principal Executive Officer, pursuant to 18 U.S.C.

Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of

Certification

of Principal Financial and Accounting Officer, pursuant to 18 U.S.C.

Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley

Clawback Policy, effective November 21, 2023.

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Calculation Linkbase

Inline XBRL Taxonomy Extension Definition Linkbase

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Inline XBRL Taxonomy Extension Presentation Linkbase

Cover Page Interactive Data File (formatted as Inline

XBRL and contained in Exhibit 101).

† Furnished herewith

FORM 10-K SUMMARY

Pursuant to the requirements of the Securities

35 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures