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Item 9A. Controls and Procedures

2021-03-24 compared with 2019-09-24 · 1164 added, 1839 removed, 248 unchanged (92% of the section changed)

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the

participation of our management, including our Chief Executive Officer and Chief Financial Officer, we carried out an

evaluation of the effectiveness 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 Act.

Based on that evaluation, our Chief Executive Officer and

Chief Financial Officer has concluded that, at June 30, 2019, such disclosure controls and procedures were effective.

Disclosure controls and procedures

are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed

or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that

information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated

to management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar

functions, as appropriate, to allow timely decisions regarding required disclosure.

Limitations on the Effectiveness of Controls

Our disclosure controls and procedures

are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met.

of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues,

if any, within a company have been detected.

Our Chief Executive Officer and Chief Financial Officer has concluded, based on his

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.

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 reporting.

Management’s Report on Internal Control

Over Financial Reporting

As required by the SEC rules and regulations

for the implementation of Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining

adequate internal control over financial reporting.

Our internal control over financial reporting is designed to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external

reporting purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal

control over financial reporting may not prevent or detect errors or misstatements in our consolidated financial statements.

projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because

of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed

the effectiveness of our internal control over financial reporting at June 30, 2019.

In making these assessments, management used

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

our assessments and those criteria, management determined that we did maintain effective internal control over financial reporting

at June 30, 2019.

of Disclosure Controls and Procedures

the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer,

we carried out an evaluation of the effectiveness 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 Act.

Based on that evaluation, our Chief Executive Officer and Chief

Financial Officer has concluded that, at December 31, 2020, such disclosure controls and procedures were effective.

controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed

in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods

specified by the SEC.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure

that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated

to management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as

appropriate, to allow timely decisions regarding required disclosure.

on the Effectiveness of Controls

disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure

control system are met.

Because of inherent limitations in all control systems, no evaluation of controls can provide absolute

assurance that all control issues, if any, within a company have been detected.

Our Chief Executive Officer and Chief Financial

Officer has concluded, based on his 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.

in Internal Control Over Financial Reporting

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 reporting.

Management’s

Report on Internal Control Over Financial Reporting

required by the SEC rules and regulations for the implementation of Section 404 of the Sarbanes-Oxley Act, our management

is responsible for establishing and maintaining adequate internal control over financial reporting.

Our internal control over

financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation

of our consolidated financial statements for external reporting purposes in accordance with GAAP.

Our internal control over financial

reporting includes those policies and procedures that:

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions

of the assets of our company,

reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements

in accordance with accounting principles generally accepted in the United States of America, and that our receipts and expenditures

are being made only in accordance with authorizations of our management and directors, and

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets

that could have a material effect on the consolidated financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our

consolidated financial statements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk

that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures

may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting at December 31, 2020.

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, 2020.

OTHER INFORMATION

DIRECTORS, EXECUTIVE OFFICERS,

AND CORPORATE GOVERNANCE

The following sets forth information about our directors and executive officers as of September 18, 2019:

Sergio Traversa, PharmD.

Chief Executive Officer, and Director

Chief Financial Officer

Ottavio Vitolo

Senior Vice President, Head of R&D and Chief Medical Officer

Chairman of the Board and Director

Maged Shenouda, R.Ph, MBA

Sergio Traversa, PharmD, MBA has

been our Chief Executive Officer and director since April 2012.

Traversa was our Interim Chief Financial Officer from February

2017 to July 2019.

Previously, from January 2010 to April 2012 he was the CEO of Medeor Inc., a spinoff pharmaceutical company

from Cornell University.

From January 2008 to January 2010 Dr.

Traversa was a partner at Ardana Capital.

Traversa has over

thirty years of experience in the healthcare sector in the United States and Europe, ranging from management positions in the pharmaceutical

industry to investing and strategic advisory roles.

He has held financial analyst, portfolio management and strategic advisory

positions at large U.S.

investment firms specializing in healthcare, including Mehta & Isaly and Mehta Partners, ING Barings,

Merlin BioMed and Rx Capital.

In Europe, he held the position of Area Manager for Southern Europe of Therakos Inc., a cancer and

immunology division of Johnson & Johnson.

Prior to Therakos, Dr.

Traversa was at Eli Lilly, where he served as Marketing Manager

of the Hospital Business Unit.

He was also a member of the CNS (Central Nervous System) team at Eli Lilly, where he participated

in the launch of Prozac and the early development of Zyprexa and Cymbalta.

Traversa started his career as a sales representative

at Farmitalia Carlo Erba, the largest pharmaceutical company in Italy, now part of Pfizer.

Traversa served as a board member

and previously as interim CEO and CFO of Actinium Pharmaceuticals.

Traversa holds a Laurea degree in Pharmacy from the University

of Turin (Italy) and an MBA in Finance and International Business from the New York University Leonard Stern School of Business.

As Chief Executive Officer of the Company, Dr.

Traversa is the most senior executive of the Company and as such provides our Board

of Directors with the greatest insight into the Company’s business and the challenges and material risks it faces.

has approximately 30 years of healthcare industry experience and is especially qualified to understand the risks and leadership

challenges facing a growing pharmaceutical company from a senior management and financial expertise perspective led us to conclude

Traversa should serve as Chief Executive Officer and Director of the Company.

Charles Ence was appointed

as our Chief Financial Officer on July 29, 2019.

From August 2003 until June 2019, Mr.

Ence was Chief Financial Officer/Corporate

Controller of New Age Beverages Corp/Xing Beverages, LLC located in Denver, Colorado.

He managed all the financial affairs of New

Age and their other portfolio companies helping lead the firm into becoming one of the top 100 non-alcoholic beverage companies

He helped guide the expansion of the business to ultimately penetration of 46 states domestically and 10 countries internationally,

with consistent growth and profitability throughout his tenure.

Prior to New Age, Mr.

Ence was a senior executive, Planning Manager

and Director of Finance for Quantum Corp.

Following Quantum he served as a Director of Finance and Investor Relations at On Command

Ence began his career at PepsiCo.

During his 12 years at PepsiCo, Mr.

Ence served as a financial analyst, planning supervisor,

planning and analysis manager and ultimately controller.

He received his Bachelor of Arts in Business

Administration and Accounting from Southern Utah University in 1984, and obtained a Masters in Business Administration in Finance

from Arizona State University School of Business in 1985.

Vitolo, M.D., M.M.Sc.

has been our Senior Vice President, Head of R&D and Chief Medical Officer since April 2018.

is a neuropsychiatrist and

clinical researcher with 20 years of pre-clinical and clinical research experience both in academia and industry.

His expertise

includes psychiatric and neurological disorders, such as depression, schizophrenia, Alzheimer’s disease, Parkinson’s

disease, and rare diseases, such as Duchenne’s muscular dystrophy, Huntington’s disease, Friedreich’s ataxia

and phenylketonuria.

Prior to joining Relmada, from January

2017 to March 2018, Dr.

Vitolo was Vice President of Clinical Development at Homology Medicines, Inc., a gene therapy and gene

editing company, where he led the clinical development for the company lead gene therapy program and built the clinical strategy

for the company portfolio.

From May 2013 to January 2017, he held positions of increasing responsibility at Pfizer Inc., overseeing

studies and programs ranging from small molecules to biologics to gene therapy, first in the Neuroscience Research Unit and later

in the Rare Disease Research Unit, where he served as Senior Medical Director and Head of Neuromuscular Clinical Research.

to Pfizer, from July 2012 to April 2013, he was an Associate Medical Director in Discovery Research at Shire Human Genetic Therapies

Since 2011, Dr.

Vitolo has held a position as an Assistant Psychiatrist at Massachusetts General Hospital and has been an

Instructor in Psychiatry at Harvard Medical School since 2009.

Vitolo received a master of medical sciences in clinical investigation (M.M.Sc.) from Harvard Medical School, and a

medical degree (M.D.), summa cum laude , in medicine and surgery from the University of Rome - La Sapienza.

in psychiatry at Barnes Jewish Hospital and Washington University in St.

Louis Medical School and in behavioral neurology and neuropsychiatry

at Brigham and Women’s Hospital and Harvard Medical School.

Board of Directors

Casamento, MBA has been

our Chairman of the Board since June 2017 and a director since July 2015.

Casamento is also Chairman of our Audit Committee

and a member of Compensation Committee and Corporate Governance and Nominating Committee.

Since 2007 Mr.

Casamento is Executive

Director and Principal of The Sage Group, a health care advisory group specializing in business development strategies and transactions.

Prior to The Sage Group he was President and CEO of Osteologix from October 2004 until April 2007.

Originally a private VC funded

company in Copenhagen, Denmark which had discovered a new drug for the treatment of Osteoporosis, Mr.

Casamento commenced operations

and initiated clinical trials in the US, completed a financing with Rodman & Renshaw and Roth Capital Partners and took the

company public through a merger with a public shell company.

The product was eventually acquired by Servier a major French pharmaceutical

Osteologix was Mr.

Casamento’s fifth startup company, all of which were successfully taken public, during his tenure,

either through IPOs or through reverse mergers.

He was Senior Vice President & General

Manager for Pharmaceuticals and Biochemicals at Genzyme.

He joined Genzyme in 1985 while it was an early stage venture backed company

and was there during the time Genzyme was taken public.

In 2011 Genzyme was acquired by Sanofi for an estimated $20 Billion.

1989 he co-founded and later took public, Interneuron Pharmaceuticals (Indevus) which eventually reached a $1.6 billion market

valuation after a weight loss product that was developed during his tenure was approved by FDA.

Indevus was acquired in 2009 by

Endo for nearly $1 Billion.

Casamento joined RiboGene as Chairman, President and CEO.

He took the Company public and

completed several major corporate collaborations and R&D collaboration agreements as well as a merger with a public corporation

in 1998 to form Questcor Pharmaceuticals, where he was Chairman, CEO and President until August 2004.

He acquired Acthar, a product

for West Syndrome and MS, for a $100,000 cash payment plus a 1% royalty.

Questcor was acquired by Mallinckrodt in 2014 at a valuation

of $6 Billion and Acthar has revenue at a run rate of $1 Billion for 2014.

Prior to joining Genzyme in 1985 Mr.

has held a number of marketing, sales, finance and business development positions with Novartis, Hoffmann-LaRoche, Johnson &

Johnson and American Hospital Supply Corporation where he was Vice President of Business Development and Strategic Planning for

the Critical Care Division from January 1983 until May 1985.

During his career he has completed well over 100 major business development/M&A

deals which had the effect of enhancing and expediting the growth and development of his businesses.

He took four biotechnology

companies public and secured pubic and VC financing for five biotechnology companies.

Casamento currently serves as an Independent

Director for AzurRx Biopharma.

During his career he has served on the boards of twelve public companies and two private companies.

Casamento also served as Chairman of the Audit Committee of Astex Pharmaceuticals and is a SOX defined financial expert.

is a member of the Fordham University Science Council and has been a guest lecturer at Fordham University.

He was previously Vice

Chairman of the Catholic Medical Mission Board, a large not for profit organization providing health care services to third world

A graduate of Fordham University in New York City and Iona College in New Rochelle, New York.

Casamento has a degree

in Pharmacy and an MBA.

Maged Shenouda, R.Ph, MBA , Maged

Shenouda, R.Ph, MBA, has been our director since November 2015.

Shenouda is also a member of the Audit Committee and Compensation

Committee, and is Chairman of the Corporate Governance and Nominating Committee.

Shenouda has over 25 years of biotechnology

and equity research experience.

Shenouda is currently the Chief Financial Officer of AzurRx Biopharma where he also serves

as a serves as a Director.

Prior to this Mr.

Shenouda was the Head of Business Development and Licensing at Retrophin, Inc.

January 2014 to November 2014.

Prior to that, he spent the bulk of his career as an equity analyst.

He has held senior level positions

at UBS, JP Morgan and Stifel Nicolaus, covering a broad range of small and large capitalization biotechnology companies.

started his sell-side equity research career at Citigroup and Bear Stearns where his coverage universe focused on U.S and European

pharmaceutical companies.

Before entering Wall Street, he was a management consultant with PricewaterhouseCoopers Pharmaceutical

Consulting practice and also spent time in pharmaceutical sales, having worked as a hospital representative and managed care specialist

for Abbott Laboratories Pharmaceutical Products Division.

He earned a B.S.

in Pharmacy from St.

John’s University and is

a registered pharmacist in New Jersey and California.

He also received an M.B.A from Rutgers Graduate School of Management.

Shenouda brings over 25 years of biotechnology and equity research experience to our Board of Directors, having served in various

executive-level positions over the course of his career, and that Mr.

Shenouda has developed significant management and leadership

skills relating to the pharmaceutical industry, led us to conclude that Mr.

Shenouda should serve as a director.

Paul Kelly has been a director

of the Company since November 2015.

Kelly is also Chairman of the Compensation Committee, and a member of the Audit Committee

and Corporate Governance and Nominating Committee.

Kelly has been actively involved as an analyst, consultant and investor

in the biotechnology sector for the past twenty years.

He began as an equity analyst at Mabon Securities in 1993, and served in

the same capacity at UBS Securities, Volpe, Brown, Whalen, ING Securities and Merrill Lynch.

Kelly was named to the inaugural

Fortune magazine All Star Analyst team in 2000.

Subsequently, since 2007 Mr.

Kelly has engaged in consulting for both private and

public biotechnology companies and for hedge funds.

He currently manages his own investments and continues his industry consulting

Kelly has advised Spring Bank Pharmaceuticals, Inc.

and VisionGate, Inc.

Kelly holds an A.B.

in Biochemistry

from Brown University, from which he was graduated magna cum laude, Sigma Xi and Phi Beta Kappa.

He attended the University of

Rochester School of Medicine and received an MBA in Finance from the William E.

Simon School at the University of Rochester.

Kelly brings over 25 years of biotechnology experience to our Board of Directors, having served in various executive-level

positions over the course of his career, and that he has developed significant management and leadership skills relating to the

pharmaceutical industry, led us to conclude that Mr.

Kelly should serve as a director.

CORPORATE GOVERNANCE

Board of Directors

The Board of Directors oversees our business

affairs and monitors the performance of management.

In accordance with our corporate governance principles, the Board of Directors

does not involve itself in day-to-day operations of the Company.

The directors keep themselves informed through discussions with

the Chief Executive Officer, other key executives and by reading the reports and other materials that we send them and by participating

in Board of Directors and committee meetings.

Term of Office

Directors are appointed until the director

resigns or by reason of death or other cause is unable to serve in the capacity of a director.

Our officers are appointed by our

Board and hold office until removed by our Board.

All officers and directors listed above

will remain in office until their successors have been duly elected and qualified.

Our bylaws provide that our Board appoints officers

and each executive officer serves at the discretion of our Board.

The term of each director is set forth

below or until their successors are duly elected.

The table below shows the term of each director under our amended Articles of

Incorporation:

Term (from 2018 Annual Meeting)

Maged Shenouda

Sergio Traversa

Directors elected at each annual meeting

commencing in 2015 shall be elected for a 3-year term.

Director Independence

We use the definition of “independence”

of the NYSE American to make this determination.

We are not listed on the NYSE American, so although we use its definition of “independence”,

its “independence”

rules are inapplicable to us.

NYSE American corporate governance rule Sec.

803(A)(2) provides that

an “independent director”

means a person other than an executive officer or employee of the company.

No director qualifies

as independent unless the issuer’s board of directors affirmatively determines that the director does not have a relationship

that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

The following

is a non-exclusive list of persons who shall not be considered independent under NYSE American rules:

a director who is, or during the past three years was, employed by the company, other than prior employment as an interim executive officer (provided the interim employment did not last longer than one year);

a director who accepted or has an immediate family member who accepted any compensation from the company in excess of $120,000 during any period of twelve consecutive months within the three years preceding the determination of independence, other than the following:

(i) compensation for board or board committee service,

(ii) compensation paid to an immediate family member who is an employee (other than an executive officer) of the company,

(iii) compensation received for former service as an interim executive officer (provided the interim employment did not last longer than one year), or

(iv) benefits under a tax-qualified retirement plan, or non-discretionary compensation

a director who is an immediate family member of an individual who is, or at any time during the past three years was, employed by the company as an executive officer;

a director who is, or has an immediate family member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the company made, or from which the company received, payments (other than those arising solely from investments in the company’s securities or payments under non-discretionary charitable contribution matching programs) that exceed 5% of the organization’s gross revenues for that year, or $200,000, whichever is more, in any of the most recent three fiscal years;

a director who is, or has an immediate family member who is, employed as an executive officer of another entity where at any time during the most recent three fiscal years any of the issuer’s executive officers serve on the compensation committee of such other entity;

a director who is, or has an immediate family member who is, a current partner of the company’s outside auditor, or was a partner or employee of the company’s outside auditor who worked on the company’s audit at any time during any of the past three years.

Our Common Stock is not currently quoted

or listed on any national exchange or interdealer quotation system with a requirement that a majority of our board of directors

be independent and, therefore, the Company is not subject to any director independence requirements.

Under the above-mentioned

NYSE American director independence rules Charles J.

Casamento, Maged Shenouda, and Paul Kelly are independent directors of the

Board Leadership Structure

Our Board of Directors has a policy that

calls for the leadership role of the Board of Directors and Company management, namely the Chairman of the Board of Directors and

the Chief Executive Officer, to be separate as it believes that the most effective leadership structure for us at this time is

not to have these roles combined.

Sergio Traversa, PharmD, MBA serves as our Chief Executive Officer and Charles J.

R.Ph, MBA is our Chairman of the Board.

We believe this structure of having a separate Chief Executive Officer and Chairman of

the Board provides proper oversight of the Company and its operations.

Board Risk Oversight

Risk management is primarily the responsibility

of the Company’s management;

however, the Board of Directors has responsibility for overseeing management’s identification

and management of those risks.

The Board of Directors considers risks in making significant business decisions and as part of the

Company’s overall business strategy.

The Board of Directors and its committees, as appropriate, discuss and receive periodic

updates from senior management regarding significant risks, if any, to the Company in connection with the annual review of the

Company’s business plan and its review of budgets, strategy and major transactions.

Board of Directors Meetings and Attendance

During the fiscal year ended June 30, 2019,

the Board of Directors held 11 meetings.

All directors attended the board meetings.

Code of Ethics and Business Conduct

We adopted a Code of Ethics and Business

Conduct that applies to all of our directors, officers and employees, including our principal executive officer and principal financial

and accounting officer.

A copy of the Code of Ethics and Business Conduct is available on the Company’s website, under About

Relmada using the tab Governance/Compliance at www.relmada.com .

We will post on our website any amendment to our Code

of Ethics and Business Conduct or waivers of our Code of Ethics and Business Conduct for directors and executive officers.

Communications with Directors

The Board of Directors has procedures for

stockholders to send communications to individual directors or the non-employee directors as a group.

Written correspondence should

be addressed to the director or directors in care of Charles J.

Casamento, Chairman of the Board of Relmada Therapeutics, Inc.,

880 Third Avenue, 12 th Floor, New York, New York 10022.

Correspondence received that is addressed to the non-employee

directors will be reviewed by our Chairman of the Board or his designee, who will regularly forward to the non-employee directors

a summary of all such correspondence and copies of all correspondence that, in the opinion of our Chairman of the Board, deals

with the functions of the Board of Directors or committees thereof or that the Chairman of the Board otherwise determines requires

their attention.

Directors may at any time review a log of all correspondence received by Relmada Therapeutics, Inc.

that is addressed

to the non-employee members of the Board of Directors and request copies of any such correspondence.

You may also contact individual

directors by calling our principal executive offices at (646) 876-3459.

Committees of the Board of Directors

On July 14, 2015, the Company’s board

of directors formed an Audit Committee and Compensation Committee.

Actions taken by these committees are reported to the full board.

On March 28, 2017, the Company’s board of directors formed a Corporate Governance and Nominating Committee.

Actions taken

by these committees are reported to the full board.

The membership of these committees is set forth below.

Audit Committee

Corporate Governance and

Nominating Committee

Compensation Committee

Maged Shenouda*

Maged Shenouda

Charles Casamento

Maged Shenouda

Indicates committee chair

Audit Committee

Our audit committee, which currently consists

of three directors, provides assistance to our board in fulfilling its legal and fiduciary obligations with respect to matters

involving the accounting, financial reporting, internal control and compliance functions of the company.

The committee met four

times in 2019 and has a charter which is reviewed annually.

Our audit committee employs an independent registered public accounting

firm to audit the financial statements of the company and perform other assigned duties.

Further, our audit committee provides

general oversight with respect to the accounting principles employed in financial reporting and the adequacy of our internal controls.

In discharging its responsibilities, our audit committee may rely on the reports, findings and representations of the company’s

auditors, legal counsel, and responsible officers.

Our board has determined that all members of the audit committee are financially

literate within the meaning of SEC rules and under the current listing standards of the NYSE MKT.

is the chairman of the audit committee.

Corporate Governance and Nominating

Our board of directors

has a Corporate Governance and Nominating Committee composed of Maged Shenouda, Charles J.

Casamento and Paul Kelly.

serves as the chairman of the committee.

The committee is charged with the responsibility of reviewing our corporate governance

policies and with proposing potential director nominees to the board of directors for consideration.

The committee met one time

in 2019 and has a charter which is reviewed annually.

All members of the Nominating and Corporate Governance Committee are independent

directors as defined by the rules of the NASDAQ Stock Market.

The Nominating and Corporate Governance Committee will assess all

director nominees using the same criteria.

During 2019, we did not pay any fees to any third parties to assist in the identification

During 2019, we did not receive any director nominee suggestions from stockholders.

Compensation Committee

Our compensation committee, which currently

consists of three directors, establishes executive compensation policies consistent with the company’s objectives and stockholder

The committee met one time in 2018 and has a charter which is reviewed annually.

Our compensation committee also reviews

the performance of our executive officers and establishes, adjusts and awards compensation, including incentive-based compensation,

as more fully discussed below.

In addition, our compensation committee generally is responsible for:

establishing and periodically reviewing our compensation philosophy and the adequacy of compensation plans and programs for our directors, executive officers and other employees;

overseeing our compensation plans, including the establishment of performance goals under the company’s incentive compensation arrangements and the review of performance against those goals in determining incentive award payouts;

overseeing our executive employment contracts, special retirement benefits, severance, change in control arrangements and/or similar plans;

acting as administrator of any company stock option plans;

overseeing the outside consultant, if any, engaged by the compensation committee.

Our compensation committee periodically

reviews the compensation paid to our non-employee directors and the principles upon which their compensation is determined.

compensation committee also periodically reports to the board on how our non-employee director compensation practices compare with

those of other similarly situated public corporations and, if the compensation committee deems it appropriate, recommends changes

to our director compensation practices to our board for approval.

Outside consulting firms retained by our

compensation committee and management also will, if requested, provide assistance to the compensation committee in making its compensation-related

Family Relationships

There are no family relationships among any of our officers

or directors.

Involvement in Certain Legal Proceedings

None of our current directors or executive officers has, during

the past ten years:

been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Except as set forth in our discussion below

in “Certain Relationships and Related Transactions,”

none of our directors or executive officers has been involved

in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed

pursuant to the rules and regulations of the SEC.

Shareholder Communications

Currently, we do not have a policy with

regard to the consideration of any director candidates recommended by security holders.

To date, no security holders have made

any such recommendations.

Whistle Blowing Policy

We have adopted a Company Whistle Blowing

Policy, for which a copy will be provided to any person requesting same without charge.

To request a copy of our Whistle Blowing

Policy please make written request to our CEO, at Relmada Therapeutics, Inc.

880 Third Avenue, 12 th Floor, New York,

New York 10022.

We believe our Whistle Blowing Policy is reasonably designed to provide an environment where our employees and

consultants may raise concerns about any and all dishonest, fraudulent or unacceptable behavior, which, if disclosed, could reasonably

be expected to raise concerns regarding the integrity, ethics or bona fides of the Company.

Compliance with Section 16(a) of the

Based solely upon a review of copies of

such forms filed on Forms 3, 4, and 5, and amendments thereto furnished to us, except as noted below, we believe that as of the

date of this Report, our executive officers, directors and greater than 10 percent beneficial owners have complied on a timely

basis with all Section 16(a) filing requirements.

EXECUTIVE COMPENSATION

On March 19, 2021, our Board of Directors

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

pursuant to which awards covering up to 1,500,000 shares of our common stock will be available for issuance.

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.

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 1,500,000 shares of common stock (subject to adjustment in certain circumstances as provided in the Plan).

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 10.61 to this Report and is incorporated by reference

The 2021 Plan will be submitted for the approval of our stockholders

at our 2020 Annual Meeting of Stockholders.

If the proposal is not approved by the stockholders, the 2021 Plan will not be effective.

The information required for the Items

contained in Part III are incorporated herein by reference from our definitive proxy statement for our 2021 Annual Meeting

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

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

EXECUTIVE COMPENSATION

The following table provides information regarding the compensation

earned during the years ended June 30, 2019 and 2018 for our Executive Officers:

Name/Position

Option Awards

All other compensation

Sergio Traversa (1)

June 30, 2019

Chief Executive Officer and Director

June 30, 2018

Ottavio Vitolo, MD (2)

June 30, 2019

Senior Vice President, Head of R&D and Chief Medical Officer

June 30, 2018

Hired as CEO on April 18, 2012.

Traversa was awarded discretionary performance bonuses of $46,000

in 2018 and $25,000 in 2019.

Hired as Senior Vice President, Head of R&D and Chief Medical Officer on April 2, 2018.

Vitolo was awarded a bonus of $20,000 in 2018.

This column shows the grant date fair value of awards computed in accordance with stock-based compensation accounting rules under Accounting Standards Codification Topic 718.

This column shows all other compensation, including severance, relocation expense reimbursement, reimbursement for taxes paid by employees for restricted stock vesting, and payment for vacation days remaining upon termination.

Employment Agreements

Compensatory Plan with Sergio Traversa

(Principal Executive Officer)

Effective August 5, 2015, the Company

and Sergio Traversa entered into an amended and restated agreement (the Employment Agreement), to employ Mr.

Traversa (Employee)

as the Company’s Chief Executive Officer.

The term of the agreement is three years provided that Mr.

Traversa’s employment

with the Company will be on an “at will”

basis, meaning that either Mr.

Traversa or the Company may terminate his

employment at any time for any reason or no reason, without further obligation or liability, except as provided in the Employment

Traversa’s current base annual salary is $367,500.

Traversa shall be entitled to participate in an executive bonus program, which shall be established by the board pursuant to which the board shall award bonuses to Mr.

Traversa, based upon the achievement of written individual and corporate objectives such as the board shall determine.

Upon the attainment of such performance objectives, in addition to base salary, Mr.

Traversa shall be entitled to a cash bonus in an amount to be determined by the board with a target of forty percent (40%) of the base salary.

During the term of the agreement, Mr.

Traversa may also be awarded grants under the Company’s 2014 Stock Option and Equity Incentive Plan, as amended, subject to board approval.

Termination for death or disability or cause .

In the event that employment is terminated because of death or disability, the Company’s only obligation to Mr.

Traversa shall be to pay earned, but unpaid, base salary (as of the date of termination) and provide to Mr.

Traversa, if eligible, with the option to elect health coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA);

provided that upon termination of employment due to death, Mr.

Traversa’s estate also shall be entitled to receive a single lump sum payment equal to three (3) months of base salary, payable within 30 days of your death.

Upon termination of employment for cause (as defined in the Employment Agreement) Mr.

Traversa shall be paid any accrued and unpaid base salary and benefits through the date of termination and shall have no further rights to any compensation or any other benefits under the agreement or otherwise.

Termination of Employment Other Than for Cause or Resignation for Good Reason (Not in Connection with a Change in Control) .

If the Company terminates employment other than for cause or if he resigns for Good Reason (as defined in the Employment Agreement), Mr.

Traversa shall be entitled to (i) a single lump sum payment equal to 24 months of compensation (at the rate in effect as of the date of termination), (ii) continued health benefits for the 24-month period beginning on the date of termination, and (iii) all outstanding equity awards granted under the Company’s equity compensation plans shall become immediately vested and exercisable (as applicable) as of the date of such termination and the performance goals with respect to such outstanding performance awards, if any, will deemed satisfied at “target”.

Change in Control .

If the Company terminates employment other than for cause or if Mr.

Traversa resigns for Good Reason (as defined in the Employment Agreement), in any case during the 12-month period beginning on the date of a Change in Control (as defined in the 2014 Equity Incentive Plan, as amended), Mr.

Traversa shall be entitled to (i) a single lump sum payment equal to thirty (30) months of your compensation (at the rate in effect as of the date of termination), (ii) continued health benefits for the 24-month period beginning on the date of termination, (iii) all outstanding equity awards granted to Mr.

Traversa under the Company’s equity compensation plans shall become immediately vested and exercisable (as applicable) as of the date of such termination and the performance goals with respect to such outstanding performance awards, if any, will deemed satisfied at “target”.

Non-Solicitation

Traversa agreed that during the term of employment with the Company, and for a period of 24 months following the cessation of employment with the Company for any reason or no reason, Mr.

Traversa shall not directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt any of the foregoing, either for himself or any other person or entity.

For a period of 24 months following cessation of employment with the Company for any reason or no reason, Mr.

Traversa shall not attempt to negatively influence any of the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct his or its purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company.

Indemnification

Traversa entered into an Indemnification Agreement with the Company on the effective date whereby the Company agreed to indemnify Mr.

Traversa in certain situations.

Compensatory Plan with Charles Ence

(Principal Financial and Accounting Officer)

On July 29, 2019, the Company and Mr.

entered into a consulting agreement (the “Consulting Agreement”).

Pursuant to the Consulting Agreement, Mr.

the Company agreed to the following:

Ence’s term as Chief Financial Officer commenced on July 29, 2019 and continues until January 31, 2020 (the “Initial Term”), and shall automatically renew for successive three-month periods (each, an “Additional Term”

and, collectively with the Initial Term, the “Term”).

The Company may terminate Mr.

Ence at any time, upon thirty (30) days’

written notice.

Ence may resign by giving the Company no less than 30 days’

written notice of such termination prior to the end of such Initial Term or Additional Term with such termination being effective at the end of the Initial Term or Additional Term, as the case may be.

Consulting Fee

Ence will be paid a monthly base consulting fee of $20,000.

He is entitled to a cash bonus of $60,000, that is contingent on the Company’s common stock being approved for listing on the Nasdaq Stock Market LLC.

Such bonus is payable on January 31, 2020, so long as Mr.

Ence is a consultant of the Company at such time.

If the Company terminates Mr.

Ence before January 31, 2020, without cause, the $60,000 cash bonus will also be paid.

Option Grant.

The board granted to Mr.

Ence an option to purchase 100,000 shares of common stock (the “Options”) of the Company under the Company’s current Stock Option and Equity Incentive Plan at an exercise price equal to the closing price of the Company’s common stock on July 29, 2019.

The options have a term of 10 years starting from the first day of his consulting relationship with the Company.

Vesting Schedule

The above referenced options shall vest on January 31, 2020, so long as Mr.

Ence is a consultant of the Company at such time and the Company’s common stock is approved for listing on the Nasdaq Stock Market LLC.

If the Company terminates Mr.

Ence before January 31, 2020, without cause, the Options shall vest immediately.

Non-Solicitation

The agreement also contains a non-solicitation provision that, among other things, provides that during the term of the consulting relationship and for a period of 24 months following the cessation of the consulting relationship, Mr.

Ence shall not directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt any of the foregoing, either for himself or any other person or entity.

Indemnification/Confidentiality.

The Company also entered in a standard indemnification agreement (the “Indemnification Agreement”) with Mr.

Ence where the Company agreed to indemnify him in certain situations for his role as Chief Financial Officer.

Ence also entered in a standard Confidential Information and Invention Assignment Agreement (the “Confidentiality Agreement”) with the Company where Mr.

Ence agreed to certain confidentiality and assignment of invention provisions.

Compensatory Plan with Ottavio Vitolo

(Chief Medical Officer)

Effective April 2, 2018, the Company and

Ottavio Vitolo entered into an agreement (the Employment Agreement), to employ Dr.

Vitolo (Employee) as the Company’s

Senior Vice President Head of R&D and Chief Medical Officer.

Vitolo’s employment with the Company will be on an

“at will”

basis, meaning that either Dr.

Vitolo or the Company may terminate his employment at any time for any reason

or no reason, without further obligation or liability, except as provided in the Employment Agreement.

Vitolo’s current base annual salary is $330,000.

Vitolo shall be entitled to participate in an executive bonus program, which shall be established by the board pursuant to which the board shall award bonuses to Dr.

Vitolo, based upon the achievement of written individual and corporate objectives such as the board shall determine.

Upon the attainment of such performance objectives, in addition to base salary, Dr.

Vitolo shall be entitled to a cash bonus in an amount to be determined by the board with a target of forty percent (40%) of the base salary.

During the term of the agreement, Dr.

Vitolo may also be awarded grants under the Company’s 2014 Stock Option and Equity Incentive Plan, as amended, subject to board approval.

In the event of termination other than for cause, Dr.

Vitolo will be entitled to severance equal to six months of base salary and health benefits.

Non-Solicitation

Vitolo agreed that during the term of employment with the Company, and for a period of 24 months following the cessation of employment with the Company for any reason or no reason, Dr.

Vitolo shall not directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt any of the foregoing, either for himself or any other person or entity.

For a period of 24 months following cessation of employment with the Company for any reason or no reason, Dr.

Vitolo shall not attempt to negatively influence any of the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct his or its purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company.

Indemnification

Vitolo entered into a standard Indemnification Agreement with the Company on the effective date whereby the Company agreed to indemnify Dr.

Vitolo in certain situations.

Director Compensation

Non-management Directors of the Company

receive a quarterly cash retainer of $10,000 per calendar quarter for their service on the Board of Directors.

They also receive

reimbursement for out-of-pocket expenses and certain directors have received stock option grants for shares of Company Common Stock

as described below.

Our Chairman of the Board receives additional compensation of $50,000 per year for his role as chairman.

Board committee members will receive the

following annual compensation for committee participation:

BOD Committee

Corporate Governance and Nominating

The following table sets forth the compensation of our directors

for the years ended June 30, 2019 and 2018:

Fees Earned or Paid in Cash

All Other Compensation

Casamento (1)

Maged Shenouda (2)

Maged Shenouda

Paul Kelly (2)

column shows the grant date fair value of awards computed in accordance with stock-based compensation accounting rules Accounting

Standards Codification Topic 718.

On July 14, 2015, Relmada Therapeutics, Inc.’s (the Company) board of directors appointed Charles J.

Casamento as a director of the Company.

November 12, 2015, the Company’s board of directors appointed Maged Shenouda as a Class I director of the Company and Paul

Kelly as a Class III director.

The following distinguished individuals

serve as scientific and business advisors.

Maurizio Fava is Director,

Division of Clinical Research of the Massachusetts General Hospital (MGH) Research Institute, Executive Vice Chair of the MGH

Department of Psychiatry and Executive Director of the MGH Clinical Trials Network and Institute, and Associate Dean for Clinical

and Translational Research and the Slater Family Professor of Psychiatry at Harvard Medical School.

Fava is a world leader in the field

of depression.

He has authored or co-authored more than 800 original articles published in medical journals with international

circulation, edited eight books, and published more than 50 chapters and over 500 abstracts.

The citation impact of Dr.

work is extremely high, as his articles have been cited more than 55,000 times in the literature, with an h index of over 115.

Fava obtained his medical degree from

the University of Padova School of Medicine and completed residency training in endocrinology at the same university.

He then moved

to the United States and completed residency training in psychiatry at the MGH.

He founded and was Director of the hospital’s

Depression Clinical and Research Program from 1990 until 2014.

In 2007, he also founded and is now the Executive Director of the

MGH Psychiatry Clinical Trials Network and Institute, the first academic contract research organization specialized in the planning

and coordination of multi-center clinical trials in psychiatry.

Fava’s direction, the Depression

Clinical and Research Program became one of the most highly regarded depression programs in the country, a model for academic programs

that link, in a bi-directional fashion, clinical and research work.

Fava has been successful in obtaining

funding as principal or co-principal investigator from both the National Institutes of Health and other sources for a total of

more than $95,000,000.

Fava’s prominence in the field is reflected in his role as the co-principal investigator of STAR*D,

the largest research study ever conducted in the area of depression, and of the RAPID Network, the NIMH-funded series of studies

of novel, rapidly-acting antidepressant therapies.

Fava has received several awards during

his career and is on the editorial board of five international medical journals.

Since 1990, Dr.

Fava has also mentored more than

50 trainees who have gone on to become lead investigators in the area of psychiatry.

He has developed with Dr.

David Schoenfeld

a novel design (with over five patents) to address the problem of excessive placebo response in drug trials and to markedly reduce

sample size requirements for these trials.

Fava received the A.

Clifford Barger Excellence in Mentoring Award from

Harvard Medical School, and in 2013 the John T.

Potts, Jr., MD Faculty Mentoring Award from Massachusetts General Hospital.

Fava is a well-known national and international

lecturer, having given more than 300 presentations at national and international meetings.

Inturrisi, PhD , is professor

of pharmacology, Weill Medical College of Cornell University;

professor, Programs in Pharmacology and Neuroscience, Weill Graduate

School of Medical Sciences of Cornell University;

and visiting investigator, Pain and Palliative Care Service, Memorial Sloan-Kettering

Cancer Center.

Inturrisi’s current research activities

are directed toward determining the comparative effectiveness of interventions used for chronic pain management.

This research

prospectively and retrospectively examines the long-term outcomes of treatments for chronic cancer and noncancer pain received

by patients at the four New York City hospital-based outpatient pain clinics.

The effectiveness information obtained determines

which patients benefit from the currently available interventions used for the management of chronic pain and the cost-effectiveness

of these treatments.

This approach is expected to improve pain management worldwide.

Inturrisi continues to have an interest

the role of glutamate receptors in injury-induced pain opioid tolerance, dependence, and addictive behaviors.

These studies are

intended to discover new treatments for pain and drug addiction.

Inturrisi, who was APS president between

2008 and 2010, has received the John J.

Bonica Lectureship Award (Eastern Pain Association, 1994), Excellence in Mentoring Award

(Weill Cornell Medical College Postdoctoral Association, 2007), Graduate Dean’s Award for Excellence in Teaching and Mentoring

of Graduate Students (Weill Cornell Graduate School of Medical Sciences, 2008), and many other awards and honors.

He has been an

editorial board member for The Journal of Pain and Symptom Management since 1990.

Paolo Manfredi is specialized in neurology and psychiatry.

He has completed fellowships at MD Anderson Cancer Center and Massachusetts General Hospital, where he obtained the Golden Needle

Manfredi worked at Mount Sinai Medical Center and was appointed Assistant Professor in Neurology and Psychiatry, Anesthesia

and Geriatric Medicine at Mount Sinai School of Medicine.

He then worked for over ten years at Memorial Sloan Kettering Cancer

Center and was assistant Professor of Neurology and Psychiatry at Cornell University.

He is the author of over fifty peer-reviewed

publications and is an expert on the medical applications of methadone and its isomers.

Manfredi is co-inventor of pharmaceutical

patents disclosing new chemical entities acting as NMDA receptor modulators for the treatment of psychiatric and neurological

Thase joined the

faculty of the Perelman School of Medicine at the University of Pennsylvania in 2007 as Professor of Psychiatry after more than

27 years at the University of Pittsburgh Medical Center and the Western Psychiatric Institute and Clinic.

Thase’s research focuses on the assessment

and treatment of mood disorders, including studies of the differential therapeutics of both depression and bipolar affective disorder.

A 1979 graduate of the Ohio State University

College of Medicine, Dr.

Thase is a Distinguished Fellow of the American Psychiatric Association, a Founding Fellow of the Academy

of Cognitive Therapy, a member of the Board of Directors of the American Society of Clinical Psychopharmacology, and Vice Chairman

of the Scientific Advisory Board of the National Depression and Bipolar Support Alliance.

Thase has been elected to the membership

of the American College of Psychiatrists and the American College of Neuropsychopharmacology.

Thase has authored or co-authored

more than 500 scientific articles and book chapters, as well as 15 books.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

AND MANAGEMENT

The following table shows

the pro forma beneficial ownership of our common stock as of September 11, 2019.

The table shows the common stock holdings of

(i) each person known to us to be the beneficial owner of at least five percent (5%) of our common stock;

(ii) each director;

(iii) each executive officer;

and (iv) all directors and executive officers as a group.

Beneficial ownership is determined in accordance

with the rules of the SEC, and generally includes voting power and/or investment power with respect to the securities held.

of common stock subject to options and warrants currently exercisable or exercisable within 60 days as of September 11, 2019, are

deemed outstanding and beneficially owned by the person holding such options or warrants for purposes of computing the number of

shares and percentage beneficially owned by such person, but are not deemed outstanding for purposes of computing the percentage

beneficially owned by any other person.

Except as indicated in the footnotes to this table, the persons or entities named have

sole voting and investment power with respect to all shares of our common stock shown as beneficially owned by them.

The percentages in the table below are

based on 38,978,555 outstanding shares of common stock.

Unless otherwise indicated, the principal mailing address of each of the

persons below is c/o Relmada Therapeutics, Inc., 880 Third Avenue, 12 th Floor, New York, New York 10022.

The Company’s

executive office is also located at 880 Third Avenue, 12 th Floor, New York, New York 10022.

5% Stockholders

Number of Common Shares Beneficially Owned

Percentage Ownership

John Kemmerer (1)

Kemmerer Resources Corp., 323 Main Street, Chatham, NJ 07928

Bruce Conway (2)

5403 Drane Drive, Dallas, TX 75209

Chris Laffey (3)

124 Hardscrabble Road, Bernardsville, NJ 07924

Paul Kelly (4)

Sergio Traversa, PharmD, MBA (5)

Director and Chief Executive Officer

Charles Ence (6)

Chief Financial Officer

Casamento (7)

Chairman of the Board

Maged Shenouda (8)

Ottavio Vitolo (9)

SVP, Chief Medical Officer

All Directors and Executive Officers

(1) Includes 1,918,935 common stock;

Includes 99,999 warrants

that have an exercise price of $2.25;

Includes 725,002 warrants that have an exercise price of $1.50.

(2) Includes 1,368,634 common stock;

Includes 150,000 warrants

that have an exercise price of $2.25;

Includes 662,500 warrants that have an exercise price of $1.50.

(3) Includes 298,302 common stock;

Includes 1,095,200 warrants

that have an exercise price of $1.65;

Includes 24,000 warrants that have an exercise price of $0.75;

Includes 726,185 warrants

that have an exercise price of $0.99;

Includes 133,333 warrants that have an exercise price of $1.50.

(4) Includes 488,483 common stock;

Includes 50,000 warrants

that have an exercise price of $2.25;

Includes 197,500 warrants that have an exercise price of $1.50.

25,765 vested

options with an exercise price of $3.45, and 225,000 vested options with an exercise price of $0.81, and 93,750 vested options

with an exercise price of $1.15, and 37,500 vested options with an exercise price of $2.20.

Excludes 225,000 unvested options

with an exercise price of $0.81, and 406,250 unvested options with an exercise price of $1.15, and 562,500 unvested options with

an exercise price of $2.20

(5) Includes 118,542 common stock;

268,742 vested

options with an exercise price of $4.00, and 45,000 vested options with an exercise price of $13.50, and 425,000 vested options

with an exercise price of $0.81, and 168,750 vested options with an exercise price of $1.15, and 106,250 vested options with an

exercise price of $2.20.

Excludes 425,000 unvested options with an exercise price of $0.81, and 731,250 unvested options with

an exercise price of $1.15, and 1,593,750 unvested options with an exercise price of $2.20

Ence has 100,000 unvested options with an exercise price of $2.20.

(7) Includes 4,200 common stock;

25,765 vested

options with an exercise price of [$8.45], and 212,500 vested options with an exercise price of $0.81, and 84,375 vested options

with an exercise price of $1.15, and 31,250 vested options with an exercise price of $2.20.

Excludes 212,500 unvested options

with an exercise price of $0.81, and 365,625 unvested options with an exercise price of $1.15, and 468,750 unvested options with

an exercise price of $2.20

(8) Includes 5,000 common stock;

25,765 vested

options with an exercise price of $3.45, and 212,500 vested options with an exercise price of $0.81, and 84375 vested options

with an exercise price of $1.15, and 31250 vested options with an exercise price of $2.20.

Excludes 212,500 unvested options with

an exercise price of $0.81, and 365625 unvested options with an exercise price of $1.15, and 468,750 unvested options with an

exercise price of $2.20

(9) Includes common stock;

112,250 vested options

with an exercise price of $0.88, and 150,000 vested options with an exercise price of $0.80, and 75,000 vested options with an

exercise price of $1.15, and 9,375 vested options with an exercise price of $2.20.

Excludes 187,500 unvested options with an exercise

price of $0.88, and 325,000 unvested options with an exercise price of $1.15, and 140,625 unvested options with an exercise price

Equity Compensation Plan Information

The Company has established the 2014 Stock and Equity Incentive

Option Plan, as amended (the Plan), which allows for the granting of 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 August 2015, the board approved an amendment to the Plan (the 2015 Plan Amendment).

Among other things, the 2015 Plan Amendment updated the definition of “change of control”

and provided for accelerated

vesting of all awards granted under the plan in the event of a change of control of the Company.

In December 2017, the board approved

an amendment to the Plan (the 2017 Plan Amendment) that increased the number of shares of Common Stock authorized for issuance

under the Plan to 6,611,768.

In December 2018, the board approved an amendment to the Plan (the 2018 Plan Amendment) that

increased the number of shares of Common Stock authorized for issuance under the Plan to 10,111,768.

At June 30, 2019, no stock

appreciation rights have been issued.

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

and generally vest over four years.

As of June 30, 2019, 4,668,153 shares were available for future grants under the Plan.

Outstanding Equity Awards at Fiscal Year-End Table

OUTSTANDING EQUITY AWARDS AT JUNE 30,

The following table sets forth all unexercised options and unvested

restricted stock that have been awarded to our named executives by the Company and were outstanding as of June 30, 2019.

Option Awards

Unexercised Options (#) (Exercisable)

Number of Securities Underlying Unexercised

Options (#) (Unexercisable)

Equity Incentive Plan Awards:

of Securities Underlying Unexercised Unearned Options

Option Exercise Price($)

Option Expiration Date

Number of Shares or Units of Stock That

Have Not Vested

Market Value of Shares or Units of Stock

That Have Not Vested ( ) ($)

Equity Incentive Plan Awards:

of Unearned Shares, Units or Other Rights That Have Not Vested

Equity Incentive Plan Awards:

or Payout Value of Unearned Shares, Units or

Other Rights That Have Not Vested

Sergio Traversa

Ottavio Vitolo

Indemnification of Directors and Officers

We are a Nevada corporation and generally

governed by the Nevada Private Corporations Code, Title 78 of the Nevada Revised Statutes, or NRS.

Section 78.138 of the NRS provides

that, unless the corporation’s Articles of Incorporation provide otherwise, a director or officer will not be individually

liable unless it is proven that (i) the director’s or officer’s acts or omissions constituted a breach of his or her

fiduciary duties, and (ii) such breach involved intentional misconduct, fraud, or a knowing violation of the law.

of Incorporation provide that no director or officer shall be personally liable to the corporation or any of its stockholders for

damages for any breach of fiduciary duty as a director or officer except for liability of a director or officer for (i) acts or

omissions involving intentional misconduct, fraud, or a knowing violation of law or (ii) payment of dividends in violation of Section

78-300 of the NRS.

Section 78.7502 of the NRS permits a company

to indemnify its directors and officers against expenses, judgments, fines, and amounts paid in settlement actually and reasonably

incurred in connection with a threatened, pending, or completed action, suit, or proceeding, if the officer or director (i) is

not liable pursuant to NRS 78.138, or (ii) acted in good faith and in a manner the officer or director reasonably believed to be

in or not opposed to the best interests of the corporation and, if a criminal action or proceeding, had no reasonable cause to

believe the conduct of the officer or director was unlawful.

Section 78.7502 of the NRS also precludes indemnification by the corporation

if the officer or director has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals, to be liable

to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court determines

that in view of all the circumstances, the person is fairly and reasonably entitled to indemnity for such expenses and requires

a corporation to indemnify its officers and directors if they have been successful on the merits or otherwise in defense of any

claim, issue, or matter resulting from their service as a director or officer.

Section 78.751 of the NRS permits a Nevada

company to indemnify its officers and directors against expenses incurred by them in defending a civil or criminal action, suit,

or proceeding as they are incurred and in advance of final disposition thereof, upon determination by the stockholders, the disinterested

board members, or by independent legal counsel.

Section 78.751 of NRS requires a corporation to advance expenses as incurred upon

receipt of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court

of competent jurisdiction that such officer or director is not entitled to be indemnified by the company if so provided in the

corporation’s articles of incorporation, bylaws, or other agreement.

Section 78.751 of the NRS further permits the company

to grant its directors’

and officers’

additional rights of indemnification under its articles of incorporation, bylaws,

or other agreement.

Section 78.752 of the NRS provides that

a Nevada company may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was

a director, officer, employee, or agent of the company, or is or was serving at the request of the company as a director, officer,

employee, or agent of another company, partnership, joint venture, trust, or other enterprise, for any liability asserted against

him and liability and expenses incurred by him in his capacity as a director, officer, employee, or agent, or arising out of his

status as such, whether or not the company has the authority to indemnify him against such liability and expenses.

The Bylaws implement the indemnification

and insurance provisions permitted by Chapter 78 of the NRS.

At the present time, except as provided

in “Legal Proceedings”

above, there is no pending litigation or proceeding involving a director, officer, employee,

or other agent of ours in which indemnification would be required or permitted.

Except as described in “Legal Proceedings”

above, we are not aware of any threatened litigation or proceeding that may result in a claim for such indemnification.

Equity Compensation Plan Information

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,

AND DIRECTOR INDEPENDENCE

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

PRINCIPAL ACCOUNTING FEES AND SERVICES

The aggregate fees billed to us by our principal independent

public accountant for services rendered for the years ended June 30, 2019 and 2018, are set forth in the table below:

For the Year Ended

Audit fees (1)

Audit-related fees (2)

All other fees (4)

Audit fees consist of fees incurred for professional services rendered for the audit of consolidated financial statements, for reviews of our interim consolidated financial statements included in our quarterly reports on Forms 10-Q and for services that are normally provided in connection with statutory or regulatory filings or engagements.

Includes professional services performed for filing of the Company’s registration statement on Form S-1 and for the Company’s equity offerings.

Audit-related fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review of our consolidated financial statements, but are not reported under “Audit fees.”

Tax fees consist of fees billed for professional services relating to tax compliance, tax planning, and tax advice.

All other fees consist of fees billed for all other services.

Audit Committee’s Pre-Approval

In July 2015, the Company’s Board

of Directors formed an Audit Committee and Compensation Committee.

Actions taken by these committees are reported to the full board.

Our board of directors selected Marcum LLP, as our independent registered public accounting firm for purposes of auditing our financial

statements for the years ended June 30, 2019 and 2018, respectively.

In accordance with board of director’s practice,

Marcum LLP’s services were pre-approved to perform these audit services for us prior to its engagement.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Financial Statement Schedules

Our consolidated financial statements are

listed on the Index to Financial Statements on this annual report on Form 10-K beginning on page F-1.

All financial statement schedules are omitted

because they are not applicable or the required information is shown in the financial statements or notes thereto.

RELMADA THERAPEUTICS, INC.

Audited Financial Statements

As of June 30, 2019 and 2018

and for the years then ended

RELMADA THERAPEUTICS, INC.

(INDEX TO FINANCIAL STATEMENTS)

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of June 30, 2019 and 2018

Consolidated Statements of Operations for the Years Ended June 30, 2019 and 2018

Consolidated Statements of Stockholders’

Equity (Deficit) for the Years Ended June 30, 2019 and 2018

Consolidated Statements of Cash Flows for the Years Ended June 30, 2019 and 2018

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

To the Stockholders and Board of Directors of

Statement Schedules

consolidated financial statements are listed on the Index to Financial Statements on this annual report on Form 10-K beginning

financial statement schedules are omitted because they are not applicable or the required information is shown in the financial

statements or notes thereto.

THERAPEUTICS, INC.

TO FINANCIAL STATEMENTS)

of Independent Registered Public Accounting Firm

Balance Sheets as of December 31, 2020 and 2019 and June 30, 2019

Statements of Operations for the Years Ended December 31, 2020, and 2019 (unaudited), Six Months Ended December 31, 2019 and

for the Year Ended June 30, 2019

Statements of Stockholders’

Equity (Deficit) for the Year Ended December 31, 2020, Six Months Ended December 31, 2019

and for the Year Ended June 30, 2019

Statements of Stockholders’

Equity (Deficit) for the Year Ended December 31, 2019 (unaudited)

Statements of Cash Flows for the Years Ended December 31, 2020 and 2019 (unaudited), the Six Months Ended December 31, 2019

and for the Year Ended June 30, 2019

to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Relmada Therapeutics, Inc.

2 unchanged sentences

balance sheets of Relmada Therapeutics, Inc.

(the “Company”) as of June 30, 2019 and 2018, the related consolidated

statements of operations, stockholders’

equity (deficit) and cash flows for each of the two years in the period ended June

30, 2019 and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial

statements present fairly, in all material respects, the financial position of the Company as of June 30, 2019 and 2018, and the

results of its operations and its cash flows for the years ended June 30, 2019 and 2018, in conformity with accounting principles

generally accepted in the United States of America.

(the “Company”) as of December 31, 2020, December 31, 2019 and June 30, 2019,

, the related consolidated statements of operations, stockholders’

equity and cash flows for the year ended December 31, 2020, the

six months ended December 31, 2019 and the year ended June 30, 2019, and the related notes (collectively referred to as the “financial

statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company

as of December 31, 2020, December 31, 2019, and June 30, 2019, and the results of its operations and its cash flows for year ended December

31, 2020, the six months ended December 31, 2019 and the year ended June 30, 2019, in conformity with accounting principles generally

accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required

to be independent with respect to the Company in accordance with the U.S.

These financial statements are the responsibility

of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audits.

are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are

required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we

engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain

an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness

of the Company’s internal control over financial reporting.

We conducted our audits in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements

are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform,

an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal

control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control

over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures

to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures

in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made

by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a

reasonable basis for our opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is a

matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit

committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially

challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the

financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion

on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation and accounting for stock-based compensation

Description of the Matter

As described in Notes 8 and 11 to the financial statements,

the Company awarded a total of 1,000,000 options to employees and 250,000 warrants to nonemployees during 2020.

The Company also entered

into Separation and Severance Agreements with two employees during the year ended December 31, 2020 and agreed to accelerate the vesting

period of their options.

The Company recognized an aggregate stock-based compensation of $20.8 million during the year ended December

31, 2020, which includes the above instruments.

Auditing management’s valuation and accounting

for stock-based compensation required subjective judgement to analyze the terms within the stock-based agreements to determine that we

concurred with management’s valuation and calculations.

How We Addressed the Matter in Our Audit

Our audit procedures included, amongst others:

We tested the option and warrant agreements to determine

whether management appropriately evaluated such agreements on the date of grant.

We reviewed the vesting terms of the option and warrant

agreements to determine the stock-based compensation is recorded in the proper period.

We reviewed the terms of the Separation and Severance Agreements to determine

that any modifications related to the options thereto were appropriately recorded.

We tested the underlying expenses and other information

that served as the basis for valuation and tested inputs and terms used in the valuation to determine completeness and accuracy.

We evaluated the reasonableness of the valuation

method and assumptions used by management to calculate the values on the date of grant by developing an independent estimate of the volatility

by utilizing third party historical data of closing prices.

/s/ Marcum llp

1 unchanged sentence

Houston, Texas

September 24, 2019

Relmada Therapeutics, Inc.

Consolidated Balance Sheets

March 24, 2021

Therapeutics, Inc.

Balance Sheets

Current assets:

Cash and cash equivalents

Short-term investments

Other receivable

4 unchanged sentences

Lease payments receivable –

$ 118,186,204

$ 117,136,140

Liabilities and Stockholders’

Equity (Deficit)

Current liabilities:

2 unchanged sentences

Notes payable

Derivative liabilities

Total current liabilities

Promissory notes payable, net of discount of $0 and $4,548,543

Total liabilities

Commitments and contingencies

Stockholders’

Equity (Deficit) :

Preferred stock, $0.001 par value, 200,000,000 shares authorized, none issued and outstanding

5 unchanged sentences

(119,858,909 )

(111,662,367 )

Total stockholders’

equity (deficit)

Total liabilities and stockholders’

equity (deficit)

The accompanying notes are an integral part

of these consolidated financial statements.

Relmada Therapeutics, Inc.

Consolidated Statements of Operations

For the Years Ended June 30, 2019 and

$ 118,186,204

$ 117,136,140

accompanying notes are an integral part of these consolidated financial statements.

Therapeutics, Inc.

Statements of Operations

Operating expenses:

4 unchanged sentences

(60,838,673 )

(15,109,311 )

(12,727,920 )

Other income (expenses):

Change in fair value of derivative liabilities

Interest expense, net

Interest income (expense), net

Realized loss on short-term investments

Unrealized gain on short-term investments

Loss on extinguishment of debt

Total other income (expenses)

Total other income (expenses), net

$ (59,456,394 )

$ (15,005,199 )

$ (8,196,542 )

$ (17,318,060 )

Net loss per common share –

2 unchanged sentences

basic and diluted

The accompanying notes are an integral

part of these consolidated financial statements.

Relmada Therapeutics, Inc.

Consolidated Statements of Stockholders’

accompanying notes are an integral part of these consolidated financial statements.

Therapeutics, Inc.

Statements of Stockholders’

Equity (Deficit)

For the Years Ended June 30, 2019 and

Additional Paid-in

Balance - June 30, 2017

$ (85,383,455 )

Issuance of restricted common stock

Issuance of common stock for cashless exercises of warrants from consultants and Series A Preferred Stock warrant holder

Stock-based compensation expense

Issuance of warrants to promissory notes payable placement agent

Issuance of warrants to holders of promissory notes payable

Balance - June 30, 2018

Balance at June 30, 2018

$ (94,344,307 )

1 unchanged sentence

Cumulative effect of Write-off of Derivative Liabilities under ASU 2017-11

Adjusted Balance as at June 30, 2018

$ (94,344,307 )

Adjusted Balance at June 30, 2018

(94,344,307 )

6 unchanged sentences

(17,318,060 )

Balance - June 30, 2019

Balance –

June 30, 2019

(111,662,367 )

Stock-based compensation expense

Equity units issued for cash, net

Warrants exercised

Cashless exercise of warrants

Cashless exercise of options

Balance –

December 31, 2019

(119,858,909 )

The accompanying notes are an integral part

of these consolidated financial statements.

Relmada Therapeutics, Inc.

Consolidated Statements of Cash Flows

For the Years Ended June 30, 2019 and 2018

Stock-based compensation expense

Equity offering, net

Warrants exercised

Cashless exercise of warrants

Options exercised

Cashless exercise of options

(59,456,394 )

Balance –

December 31, 2020

$ 284,881,716

$ (179,315,303 )

$ 105,582,746

accompanying notes are an integral part of these consolidated financial statements.

Therapeutics, Inc.

Statements of Cash Flows

Cash flows from operating activities

1 unchanged sentence

$ (15,005,199 )

$ (8,196,542 )

$ (17,318,060 )

Adjustments to reconcile net loss to net cash used in operating activities:

1 unchanged sentence

Stock-based compensation

Realized loss on short-term investments

Unrealized gain on short-term investments

Amortization of deferred financing costs

10 unchanged sentences

(27,808,801 )

(12,092,784 )

(10,497,854 )

Cash flows from investing activities

Purchase of fixed assets

Purchase of investments

(182,051,630 )

(84,849,198 )

Sale of investments

Net cash used in investing activities

(34,447,648 )

(80,164,823 )

Cash flows from financing activities

Proceeds from promissory notes and warrants, net of fees

Proceeds from sale of equity units, net of fees

Payment on notes payable

Proceeds from issuance of common stock, net of fees

Proceeds from warrants exercised for common stock

Proceeds from options exercised for common stock

Principal payment of notes payable

Net cash provided by financing activities

Net Increase in cash and cash equivalents

Cash and cash equivalents at beginning of the year

Cash and cash equivalents at end of the year

Relmada Therapeutics, Inc.

Consolidated Statements of Cash Flows

For the Years Ended June 30, 2019 and

June 30, 2018

Net increase/(decrease) in cash and cash equivalents

(33,783,122 )

Cash and cash equivalents at beginning of the period

Cash and cash equivalents at end of the period

Therapeutics, Inc.

Statements of Cash Flows (continued)

Supplemental disclosure of cash flows information:

2 unchanged sentences

Notes payable issued in connection with director and officer insurance policies

Derivative liabilities associated with issuance of promissory notes

Issuance of warrants to promissory notes payable placement agent

Issuance of warrants to holders of promissory notes payable

Cashless exercise of warrants for common stock

Issuance of restricted stock for service

Cashless exercise of options for common stock

Write off for derivative liability due to adoption of ASU 2017-11

Conversion of promissory notes and accrued interest to common stock

The accompanying notes are an integral part

of these consolidated financial statements.

accompanying notes are an integral part of these consolidated financial statements.

Therapeutics, Inc.

to Consolidated Financial Statements

Relmada Therapeutics Inc.

Notes to Consolidated Financial Statements

NOTE 1 - BUSINESS

Relmada is a clinical-stage, publicly traded

biotechnology company focused on the development of d-methadone (dextromethadone, REL-1017), an N-methyl-D-aspartate (NMDA) receptor

d-methadone is a new chemical entity that potentially addresses areas of high unmet medical need in the treatment of

central nervous system (CNS) diseases and other disorders.

Our lead product candidate, d-methadone, is

a New Chemical Entity (NCE) being developed as a rapidly acting, oral agent for the treatment of depression and other potential

We have completed Phase 1 single and multiple ascending dose studies.

A Phase 2 study in major depressive disorder

is ongoing, with first patient dosed in June 2018 and last patient dosed in July 2019.

We expect to have top line results in the

second half of 2019.

In addition to the normal risks associated

with a new business venture, there can be no assurance that the Company’s research and development will be successfully completed

or that any product will be approved or commercially viable.

The Company is subject to risks common to companies in the biotechnology

industry including, but not limited to, dependence on collaborative arrangements, development by the Company or its competitors

of new technological innovations, dependence on key personnel, protection of proprietary technology, and compliance with the Food

and Drug Administration (FDA) and other governmental regulations and approval requirements.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial

statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States

of America (U.S.

The consolidated financial statements include the Company’s accounts and those of the

Company’s wholly-owned subsidiary.

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

(Relmada, 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.

October 7, 2019, our application to list our common stock on the NASDAQ Capital Market was approved.

On October 10, 2019, our

common stock began trading on Nasdaq under our existing symbol, “RLMD.”

On December 19, 2019, the Board of Directors

of the Company approved a change to its end of fiscal year from June 30 to December 31.

The change in fiscal year was effective

for the Company’s 2020 fiscal year.

addition to the normal risks associated with a new business venture, there can be no assurance that the Company’s research

and development will be successfully completed or that any product will be approved or commercially viable.

The Company is subject

to risks common to companies in the biotechnology industry including, but not limited to, dependence on collaborative arrangements,

development by the Company or its competitors of new technological innovations, dependence on key personnel, protection of proprietary

technology, and compliance with the Food and Drug Administration (FDA) and other governmental regulations and approval requirements.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation and Principles of Consolidation

accompanying consolidated financial statements and related notes have been prepared in accordance with accounting principles generally

accepted in the United States of America (U.S.

The consolidated financial statements include the Company’s accounts

and those of the Company’s wholly-owned subsidiary.

All significant intercompany accounts and transactions have been eliminated

in consolidation.

September 26, 2019, the Company’s Board of Directors approved a 1-to-4 reverse split of the Common Stock, which was effective

on the NASDAQ Capital Market on September 30, 2019.

As a result of the reverse stock split, every 4 shares of issued and outstanding

common stock were converted into 1 share of issued and outstanding common stock, with all fractional shares rounded up to the

nearest whole share, and the Company’s authorized share of common stock were reduced from 200,000,000 to 50,000,000 shares.

All share and per share amounts have been retroactively restated to reflect this reverse stock split.

in Fiscal Year

Company changed its fiscal year end to December 31 from June 30.

The information for the year ended December 31, 2019 is

presented for comparative purposes only and is unaudited.

As shown in the accompanying financial

statements, the Company incurred negative operating cash flows of $10,497,854 for the year ended June 30, 2019 and has an accumulated

deficit of $111,662,367 from inception through June 30, 2019.

During the year ended June 30, 2019, the Company incurred non-recurring

expenses of approximately $1,600,000 related to the settlement with Najib Babul (see Note 12) and related legal fees.

statements, the Company incurred negative operating cash flows of $27,808,801 for the year ended December 31, 2020 and has an accumulated

deficit of $179,315,303 from inception through December 31, 2020.

Relmada has funded its past operations

through equity raises and most recently in the year ended June 30, 2019 Relmada raised net proceeds from the sale of common stock

and warrants of $17,760,635.

Further, the Company was able to reduce its debt obligations by converting $8,030,365 of promissory

notes and accrued interest into common stock.

In Note 2 of the notes to the Company’s

audited consolidated financial statements as of and for the year ended June 30, 2018, and subsequently in each of the Company’s

quarterly unaudited condensed consolidated financial statements, management stated that the Company had incurred significant losses,

negative operating cash flows and as of those dates needed to raise additional funds to meet its obligations and sustain its operations.

As a result, the Company concluded that there was substantial doubt as to the Company’s ability to continue as a going concern.

Management believes that due to the following

it has obtained sufficient funding to alleviate the probability of substantial doubt about the Company’s ability to continue

as a going concern for the next twelve months from the issuance of these consolidated financial statements.

Of the above mentioned

financings of $17,760,635, the Company raised approximately $10,900,000 in the fourth quarter through private placements of common

stock and warrants, and subsequent to June 30, 2019, the Company raised approximately an additional $975,000 through private placements

of common stock and exercises of outstanding investor warrants, which resulted in the Company having approximately $7,735,000 in

cash and cash equivalents at September 23, 2019.

Based on its budgeted cash flow requirements, the Company believes these funds

are sufficient to fund its ongoing operations for at least one year after the issuance of these consolidated financial statements.

The Company expects that the cash burn rate for the 12 months ended September 30, 2020, will be between $5-6 million, which includes

approximately $2 million of discretionary research and development (“R&D”) spending, as the data analysis on the

Phase 2a clinical trial is completed and the planning and preparation for the next clinical trial is conducted.

Regardless of the

results of any ongoing clinical trial, we have control over our expenditures and have the ability to adjust spending accordingly

based on the budgeted cash flow requirements developed and the excess cash on hand.

The results of the Company’s ongoing clinical trial, when

known, will impact the size and scope of any subsequent trials, and 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 trials will not be incurred until such additional financing is raised.

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 the next twelve months from

the issuance of these consolidated financial statements.

Use of Estimates

The preparation of financial statements

in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and

liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts

of revenues and expenses for the reporting period.

Actual results could differ from those estimates.

The significant estimates

are the valuation of derivative liabilities, stock-based compensation expenses and recorded amounts related to income taxes.

Cash and Cash Equivalents

through equity raises and most recently in the year ended December 31, 2020, Relmada raised net proceeds from the sale of common

stock of $19,791,644, $8,056,416 through the exercise of warrants and $735,514 through the exercise of options.

Management believes that due to the recent

equity raises completed and exercises of outstanding warrants and the current cash position on its balance sheet, it has obtained

sufficient funding to continue ongoing operations for at least 12 months from the issuance of this annual report.

Since December

31, 2020 and to date, the Company has received approximately $1,909,200 in warrant and option exercises, which resulted in the

Company having approximately $105.3 million in cash, cash equivalents, and short term investments at March 15, 2021.

its budgeted cash flow requirements, the Company believes these funds are sufficient to fund its ongoing operations for at least

12 months after the issuance of these consolidated financial statements.

Regardless of the results of any ongoing clinical trial,

the Company has control over its expenditures and has the ability to adjust spending accordingly based on the budgeted cash flow

requirements developed and the excess cash on hand.

Management believes that their existing

cash and cash equivalents will enable them to fund operating expenses and capital expenditure requirements for at least the next

12 months from the issuance of these consolidated financial statements.

Beyond that point management will evaluate the size and

scope of any subsequent 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 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.

Therapeutics, Inc.

to Consolidated Financial Statements

preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect

the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial

statements and the reported amounts of revenues and expenses for the reporting period.

Actual results could differ from those

The significant estimates are stock-based compensation expenses, the valuation of derivative liabilities and recorded

amounts related to income taxes.

and Cash Equivalents

The Company considers cash deposits and

2 unchanged sentences

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

The Company’s cash deposits of $9,216,600 at June 30,

The Company’s cash deposits of $2,495,397 at December

31, 2020 at these institutions exceed federally insured limits.

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.

Fixed assets are stated at cost less accumulated

depreciation.

Company’s investments consist entirely of mutual funds.

The securities are measured at fair value based on the net asset

value (“NAV”).

The Company has adopted FASB ASU 2016-01, Financial Instruments, for the year ended December 31, 2020

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.

investments at December 31, 2020 consisted of mutual funds with a fair value of $114,595,525.

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.

assets are stated at cost less accumulated depreciation.

Fixed assets are comprised of computers and software.

Depreciation is calculated using the straight-line method over

the estimated useful life of the assets.

Computers and software have an estimated useful life of three years.

Furniture and fixtures

have an estimated useful life of approximately seven years.

All derivatives are recorded at fair value

on the balance sheet.

The Company has determined fair values using market based pricing models incorporating readily available

prices and or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable

(supported by little or no market activity) that requires judgment and estimates.

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

Fair Value of Financial Instruments

The Company’s financial instruments

primarily include cash, derivative liabilities and accounts payable.

Due to the short-term nature of cash, other receivable and

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

Derivatives are recorded at

fair value at each period end.

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.

The accounting guidance

establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

Fair value is defined as the price that

would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants.

value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for

identical assets or liabilities and the lowest priority to unobservable inputs.

Depreciation is

calculated using the straight-line method over the estimated useful life of the assets.

Computers and software have an estimated

useful life of three years.

Furniture and fixtures have an estimated useful life of approximately seven years.

Company recognizes their leases with a term of greater than a year on the balance sheet by recording right-of-use assets and lease

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 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.

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.

to Consolidated Financial Statements

Value of Financial Instruments

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

Derivatives are recorded at fair value at each period end.

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 in active markets for identical assets or liabilities and the lowest priority

to unobservable inputs.

The fair value hierarchy is as follows:

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

Fair Value on a Recurring Basis

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.

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.

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).

Company’s short-term investment instruments of $114,595,525 at December 31, 2020 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 an unrealized gain of $139,267, included

in other income for the period ended December 31, 2020.

Value on a Recurring Basis

As required by Accounting Standard Codification

(ASC) Topic No.

820 - 10 Fair Value Measurement , financial assets and liabilities are classified based on

the lowest level of input that is significant to the fair value measurement.

The Company’s assessment of the significance

of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets

and liabilities and their placement within the fair value hierarchy levels.

The estimated fair value of the derivative instruments

resulting from equity offerings in May 2014 and June 2014 have a down-round protection provision that was calculated with the Black

Scholes option pricing model.

Sensitivity analysis for the Black-Scholes has many inputs and is subject to judgement which includes

Volatility is based upon the Company’s historical volatility and the expected term is based upon the expiration

date of the warrants.

The estimated fair value of the derivative instruments from the convertible promissory notes issued during

the year ended June 30, 2018, which have a redemption feature was estimated using the Monte Carlo pricing model.

The assumptions

used in the valuation model at June 30, 2018 consider the probability of redemption, the length of time to maturity and the value

of the redemption feature.

The Company’s financial liabilities accounted for at fair value were all converted to equity during

the year and as of June 30, 2019 there were no financial liabilities accounted for at fair value, See Note 7.

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

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 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.

At June 30, 2019 and 2018, 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

820 - 10 Fair Value Measurement , financial assets and liabilities are classified based on the lowest level

of input that is significant to the fair value measurement.

The Company’s assessment of the significance of a particular

input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities

and their placement within the fair value hierarchy levels.

Therapeutics, Inc.

to Consolidated Financial Statements

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.

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.

At December 31, 2020 and 2019 and June 30, 2019, 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.

The Company files a U.S.

6 unchanged sentences

There were no liabilities recorded for uncertain tax positions at

June 30, 2019 and 2018.

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

are from June 30, 2016 through June 30, 2019.

Research and Development

Research and development costs primarily

consist of research contracts for the advancement of product development, salaries and benefits, stock-based compensation, and

December 31, 2020 and 2019, and June 30, 2019.

The open tax years, subject to potential examination by the applicable taxing authority,

for the Company are from June 30, 2018 forward.

and Development

and development costs primarily consist of research contracts for the advancement of product development, salaries and benefits,

stock-based compensation, and consultants.

The Company expenses all research and development costs in the period incurred.

The Company makes an estimate of

costs in relation to clinical study contracts.

The Company analyzes the progress of studies, including the progress of clinical

studies and phases, invoices received and contracted costs when evaluating the adequacy of the amount expensed and the related

prepaid asset and accrued liability.

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

Stock-Based Compensation

The Company measures the cost of employee

services received in exchange for an award of equity instruments based on the grant-date fair value of the award.

recognized over the period during which an employee is required to provide service in exchange for the award - the requisite service

The grant-date fair value of employee share options is estimated using the Black-Scholes option pricing model adjusted

for the unique characteristics of those instruments.

Compensation expense for warrants granted to non-employees is determined by

the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured,

and is recognized over the service period.

The expense is subsequently adjusted to fair value at the end of each reporting period

until such warrants vest, and the fair value of such instruments, as adjusted, is expensed over the related vesting period.

to fair value at each reporting date may result in income or expense, depending upon the estimate of fair value and the amount

of expense recorded prior to the adjustment.

The Company reviews its agreements and the future performance obligation with respect

to the unvested warrants for its vendors or consultants.

When appropriate, the Company will expense the unvested warrants at the

time when management deems the service obligation for future services has ceased.

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, restricted stock awards, 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 loss position.

The potentially dilutive securities that would be anti-dilutive due to the Company’s net loss are

not included in the calculation of diluted net loss per share attributable to common stockholders.

The anti-dilutive securities

are as follows (in common stock equivalent shares):

Company makes an estimate of costs in relation to clinical study contracts.

The Company analyzes the progress of studies, including

the progress of clinical studies and phases, invoices received and contracted costs when evaluating the adequacy of the amount

expensed and the related prepaid asset and accrued liability.

Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date

fair value of the award.

That cost is recognized over the period during which an employee is required to provide service in exchange

for the award - the requisite service period.

The grant-date fair value of employee share options is estimated using the Black-Scholes

option pricing model adjusted for the unique characteristics of those instruments.

Loss per Common Share

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

Dilutive common stock equivalents are comprised of Class A convertible preferred stock, Series A preferred stock, restricted

stock awards, 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.

Therapeutics, Inc.

to Consolidated Financial Statements

potentially dilutive securities that would be anti-dilutive due to the Company’s net loss are not included in the calculation

of diluted net loss per share attributable to common stockholders.

The anti-dilutive securities are as follows (in common stock

equivalent shares):

Common stock warrants

Common stock options

Recent Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU)

2016-02, “Leases”

(Topic 842), whereby lessees will be required to recognize for all leases at the commencement date

a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis;

and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified

asset for the lease term.

A modified retrospective transition approach is required, applying the new standard to all leases existing

at the date of initial application.

An entity may choose to use either (1) its effective date or (2) the beginning of the earliest

comparative period presented in the financial statements as its date of initial application.

If an entity chooses the second option,

the transition requirements for existing leases also apply to leases entered into between the date of initial application and the

effective date.

The entity must also recast its comparative period financial statement and provide the disclosures required by

the new standard for the comparative periods.

The Company adopted the new standard on July 1, 2019 and used the effective date

as our date of initial application.

Consequently, financial information will not be updated and the disclosures required under

the new standard will not be provided for dates and periods before July 1, 2019.

We are currently evaluating the impact that the

guidance will have on our consolidated financial statements.

In July 2017, the FASB issued ASU No.

Earnings Per Share (Topic 260);

Distinguishing Liabilities from Equity (Topic 480);

Derivatives and Hedging (Topic

(Part I) Accounting for Certain Financial Instruments with Down Round Features.

These amendments simplify the accounting

for certain financial instruments with down round features.

The amendments require companies to disregard the down round feature

when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or equity classification.

The Company elected to early adopt ASU 2017-11 effective October 1, 2018.

As a result, the Company reversed $59,397 of derivative

liabilities recorded on the Company’s books, as of July 1, 2018, into equity to reflect the results of this adoption as of

the beginning of the fiscal year as required by this standard.

In June 2018, the FASB issued ASU 2018-07, Compensation-Stock

Compensation (Topic 718):

Improvements to Non-employee Share-Based Payment Accounting , which simplifies the accounting for

share-based payments made to non-employees so the accounting for such payments is substantially the same as those made to employees.

Under this ASU, share based awards to non-employees will be measured at fair value on the grant date of the awards, entities will

need to assess the probability of satisfying performance conditions if any are present, and awards will continue to be classified

according to ASC 718 upon vesting which eliminates the need to reassess classification upon vesting, consistent with awards granted

to employees.

The Company elected to early adopt ASU 2018-07 effective July 1, 2018.

The adoption of this standard had no impact

on the Company’s consolidated financial statements.

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

Subsequent Events

The Company’s management reviewed

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

NOTE 3 - PREPAID EXPENSES

Prepaid expenses consisted of the following (rounded to nearest

Accounting Pronouncements

December 2019, the FASB issued ASU 2019-12, “

Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes ,”

which is intended to simplify various aspects related to accounting for income taxes.

ASU 2019-12 removes certain exceptions to

the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application.

This guidance

is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption

We do not expect the adoption of ASU 2019-12 to have a material impact on our consolidated financial statements.

In August 2018, FASB issued ASU 2018-13, Fair

Value Measurement –

Disclosure Framework (Topic 820).

The updated guidance improves the disclosure requirements

on fair value measurements, primarily associated with Level 3 fair value measurements and is effective for fiscal years, and interim

periods within those fiscal years, beginning after December 15, 2019.

Early adoption is permitted upon issuance of the standard

disclosures modified or removed with a delay of adoption of the additional disclosures until their effective date.

adopted this standard effective January 1, 2020 and the standard did not have a significant impact on the Company’s financial

In November 2018, FASB issued ASU 2018-18

Collaborative Arrangements (Topic 808):

Clarifying the Interaction between Topic 808 and Topic 606 , which,

among other things, provides guidance on how to assess whether certain collaborative arrangement transactions should be accounted

for under Topic 606.

The amendments in the ASU are effective for fiscal years, and interim periods within those fiscal years, beginning

after December 15, 2019, with early adoption permitted.

The Company adopted this standard on January 1, 2020 and the standard did

not have a significant impact on the Company’s financial statements.

3 - PREPAID EXPENSES

expenses consisted of the following (rounded to nearest $00):

Research and Development

NOTE 4 - FIXED ASSETS

Fixed assets consisted of the following (rounded to nearest

Therapeutics, Inc.

to Consolidated Financial Statements

4 - FIXED ASSETS

assets consisted of the following (rounded to nearest $00):

Computer and software

1 unchanged sentence

Fixed assets, net

In June 2015, the Company entered into

an Agreement of Lease (the Lease) for office space located at 275 Madison Avenue, 7th Floor, New York, New York 10016, its

former corporate headquarter, with a third party.

On March 10, 2016 and effective as of January 1, 2016, the Company entered into

an Office Space License Agreement (the License) with Actinium Pharmaceuticals, Inc.

(Actinium), with whom the Company shared

two common board members until June 6, 2017, for the office space.

The term of the License was three years from the effective date,

with an automatic renewal provision.

The cost of the License was approximately $16,600 per month for Actinium, subject to customary

escalations and adjustments.

The Company recorded the license fees as other income in the consolidated statements of operations.

On June 8, 2017, the Company entered into

an Amended and Restated License Agreement with Actinium.

Pursuant to the terms of the agreement, Actinium will continue to license

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 shall have at any time during the term of this agreement the right to purchase the FFE for $496,914,

less any previously paid license fees.

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

On June 8, 2017 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 June 30, 2019 and June 30, 2018, the balance of unearned

interest income was approximately $43,000 and 68,800 respectively.

The future minimum lease payments to be

received under the lease for each of the fiscal years as of June 30 are as follows:

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

NOTE 5 - ACCRUED EXPENSES

Accrued expenses consisted of the following (rounded to nearest

5 - ACCRUED EXPENSES

expenses consisted of the following (rounded to nearest $00):

Research and development

Professional fees

Interest on promissory notes

Accrued bonus

Accrued vacation

Legal Settlement

NOTE 6 - NOTES PAYABLE

In June 2019, the Company entered into

a note for approximately $364,200 in conjunction with a renewal of its director and officer insurance policy.

The interest rate

was 3.09% per annum.

The note matures on April 9, 2020.

In June 2018, the Company entered into a note for approximately $285,200 in conjunction with a renewal

of its director and officer insurance policy.

Therapeutics, Inc.

to Consolidated Financial Statements

6 - NOTES PAYABLE

June 2019, the Company entered into a note for approximately $364,200 in conjunction with a renewal of its director and officer

insurance policy.

The interest rate was 3.09% per annum.

The note matured on April 9, 2019 and was

At June 30, 2019 and 2018, the note payable

outstanding balances were approximately $364,200 and $285,200, respectively.

NOTE 7 - DERIVATIVE LIABILITIES

The note matured on April 9, 2020.

June 2018, the Company entered into a note for approximately $285,200 in conjunction with a renewal of its director and officer

insurance policy.

The interest rate was 2.35% per annum.

The note matured on April 9, 2019 and was repaid.

December 31, 2020 and 2019 and June 30, 2019, the note payable outstanding balances were approximately $0, $110,200, and $364,200,

respectively.

7 - DERIVATIVE LIABILITIES

ASC Topic No.

815 - Derivatives and

Hedging provides guidance on determining what types of instruments or embedded features in an instrument issued by a reporting

entity can be considered indexed to its own stock for the purpose of evaluating the first criteria of the scope exception in the

pronouncement on accounting for derivatives.

These requirements can affect the accounting for warrants and convertible preferred

instruments issued by the Company.

At June 30, 2018, the Company had warrants resulting from equity offerings in May 2014 and June 2014 that

do not have fixed settlement provisions because their conversion and exercise prices may be lowered if the Company issues securities

at lower prices in the future.

The Company concluded that the instruments are not indexed to the Company’s stock.

These 2,574,570

warrants expired in the year ended June 30, 2019.

Until September 30, 2018, the Company followed

ASC Topic No 815 and treated the warrants as derivative liabilities.

In determining the fair value of the derivative liabilities,

the Company used the Black-Scholes option pricing model at June 30, 2018.

As noted in Note 2, the Company elected to

early adopt ASU 2017-11 and reversed the July 1, 2018 derivative liability in the amount of $59,397 into equity effective October

The following is a summary of the assumptions

used in the valuation model at June 30, 2018:

Market value of common stock on measurement date

Exercise price

7.50 and $11.25

Risk free interest rate (1)

Expected life in years

Expected volatility (2)

Expected dividend yields (3)

The risk-free interest rate was determined by management using the applicable Treasury Bill as of the measurement date.

The historical trading volatility was determined by calculating the volatility of the Company’s common stock.

The Company does not expect to pay a dividend in the foreseeable future.

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

Until October 18, 2018, the Company had

promissory notes with a redemption feature that was not clearly and closely related to the host instrument and therefore was considered

an embedded derivative which was bifurcated and recorded as a derivative liability.

In determining the fair value of the derivative

liabilities, the Company used the Monte-Carlo pricing model.

The assumptions used in the valuation model considers the probability

of redemption, the length of time to maturity and value of the redemption feature.

On October 12 and 18, 2018, the Company conducted closings on its private placement of securities.

As a result of these closings, the outstanding promissory notes converted into common stock.

The redemption feature associated

with the promissory notes was valued on October 18, 2018 using the Black-Scholes model.

The change in value of the derivative between

July 1, 2018 and the October 18, 2018 was recorded as income.

and Hedging”

provides guidance on determining what types of instruments or embedded features in an instrument issued

by a reporting entity can be considered indexed to its own stock for the purpose of evaluating the first criteria of the scope

exception in the pronouncement on accounting for derivatives.

These requirements can affect the accounting for warrants and convertible

preferred instruments issued by the Company.

October 18, 2018, the Company had promissory notes with a redemption feature that was not clearly and closely related to the host

instrument and therefore was considered an embedded derivative which was bifurcated and recorded as a derivative liability.

determining the fair value of the derivative liabilities, the Company used the Monte-Carlo pricing model.

The assumptions used

in the valuation model considers the probability of redemption, the length of time to maturity and value of the redemption feature.

October 12 and 18, 2018, the Company conducted closings on its private placement of securities.

As a result of these closings,

the outstanding promissory notes converted into common stock.

The redemption feature associated with the promissory notes was

valued on October 18, 2018 using the Black-Scholes model.

The change in value of the derivative between July 1, 2018 and the October

18, 2018 was recorded as income.

The notes were converted to common stock on October 18, 2018.

The Company had no financial liabilities

accounted for at fair value on a recurring basis as of June 30, 2019.

The following table sets forth, by level

within the fair value hierarchy, the Company’s financial liabilities that were accounted for at fair value on a recurring

basis as of June 30, 2018:

Derivative liability –

warrant instruments

Derivative liabilities –

embedded redemption feature of promissory notes

The following table sets forth a reconciliation

of changes in the fair value of financial liabilities classified as level 3 in the fair value hierarchy for the year ended June

30, 2019 and 2018:

Company had no financial liabilities accounted for at fair value on a recurring basis as of December 31, 2020 and 2019 and June

following table sets forth a reconciliation of changes in the fair value of financial liabilities classified as level 3 in the

fair value hierarchy:

Six months ended

Beginning balance

4 unchanged sentences

Ending balance

NOTE 8 - PROMISSORY NOTES PAYABLE

During the year ended June 30, 2018 the

Company issued two year Convertible Promissory Notes, (the Notes) and warrants, for aggregate gross proceeds of $7,205,000, $6,534,400

net of direct debt issuance costs.

The Notes had a stated interest rate of 7% per annum.

In accordance with the terms of the Notes, as a result of financings in October 2018, the Convertible

Promissory Notes were automatically converted into 10,731,669 shares of its common stock, with a fair value of $11,804,833.

a result, on October 18, 2018, the Company incurred a loss on extinguishment of debt, a non-cash item, of $3,774,468.

This consisted

of liabilities in the amount of $8,030,365, which related to the promissory notes payable with a balance of $3,317,625 (net of

the unamortized discount on the notes of $3,887,375), the accumulated interest amounting to $522,869 and the associated derivative

liability related to the redemption feature of $4,189,871.

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

Company had no financial liabilities classified as level 3 during the year ended December 31, 2020 and the six months ended December

Therapeutics, Inc.

to Consolidated Financial Statements

NOTE 8 - STOCKHOLDERS’

During the years ended June 30, 2019 and

2018, the Company issued 99,964 and 17,746 shares of common stock for cashless exercise of 100,014 and 17,770 warrants, respectively.

During the year ended June 30, 2019, the Company closed on private placements of securities pursuant to

Unit Purchase Agreements and Subscription Agreements, each dated as shown below.

The price per unit (comprising one common stock

and a 5 year warrant to purchase 0.65 or 0.50 of a share of common stock) was $0.90, $1.40 or $1.50.

The Company issued an aggregate

of 15,900,443 shares of common stock to investors in these closings, for net proceeds of $17,839,656.

Approximately $79,000 of

legal costs were incurred that were not allocated to the individual closings.

Date of closing

Common Stock Issued

Warrants issued

Warrant exercise price

Warrant coverage

October 12, 2018

During the year ended December 31, 2020 and the six months ended

December 31, 2019 and year ended June 30, 2019, the Company issued 42,475, 42,644, and 24,991 shares of common stock for cashless

exercise of 60,513, 88,751, and 25,004 warrants, respectively.

During the year ended December 31, 2020 and the six months ended

December 31, 2019 and year ended June 30, 2019, the Company issued 1,159,989, 656,943, and nil shares of common stock for the exercise

of warrants for proceeds of $8,056,416, $4,447,038 and $nil, respectively.

During the year ended December 31, 2020,

the Company issued 90,204 shares of common stock for cashless exercise of 98,370 options.

During the year ended December 31, 2020,

the Company issued 155,558 shares of common stock for the exercise of options for proceeds of $735,514.

the six months ended December 31, 2019, the Company issued 61,484 shares of common stock for cashless exercise of 67,578 options.

May 15, 2020, the Company entered into an Open Market Sale Agreement with Jefferies LLC, as sales agent (“Jefferies”),

pursuant to which the Company may offer and 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 is not obligated to sell any shares under the agreement.

During the year ended December 31, 2020 the Company issued shares of common stock for net cash proceeds of $19,791,644 under the

the six months ended December 31, 2019, the Company closed on a private placement of 3,833,334 shares of common stock.

per share was $30.00 to the public (with a price to the underwriters of $28.00 per share).

The net proceeds from the closing was

$108,621,733.

Approximately, $478,000 of legal and professional fees were incurred in relation to the closing.

The Company also

closed on a private placement of 117,965 shares for $7.00 per share and net proceeds of $825,749 during the 3 rd calendar

quarter of 2019.

the year ended June 30, 2019, the Company closed on private placements of securities pursuant to Unit Purchase Agreements and

Subscription Agreements, each dated as shown below.

The price per unit (comprising one common stock and a 5 year warrant to purchase

2.60 or 2.00 of a share of common stock) was $3.60, $5.60 or $6.00.

The Company issued an aggregate of 3,975,115 shares of common

stock to investors in these closings, for net proceeds of $17,839,656.

Approximately $79,000 of legal costs were incurred that

were not allocated to the individual closings.

exercise price

October 18, 2018

5 unchanged sentences

June 20, 2019

June 28, 2019

Approximately $177,000 of the June 28 financing was in Other Receivable at June 30, 2019 and was received

in July, 2019.

October 12, 2018 and October 18, 2018 financings represented an Equity Financing as defined in the Convertible Promissory Note

As a result of the October 12, 2018 and October 18, 2018 financings ,

the Company’s outstanding 7% Convertible Promissory Notes and accumulated interest converted into 10,731,669 shares of common

the years ended June 30, 2019 and 2018, the Company issued 0 and 3,750 shares of common stock for issuances of restricted common

stocks, respectively.

Agent Warrants

During the year ended June 30, 2019, the Company issued an aggregate of 1,429,584 warrants to the placement

agent in connection with the closings.

The agent warrants have an exercise price between $0.99 and $2.25, are non-cancellable,

vest upon issuance and expire on the fifth anniversary of the warrant date of issuance.

Warrants have a five year term and an aggregate

fair value of approximately $1,809,535 calculated using the Black-Scholes option-pricing model.

Variables used in the Black-Scholes

option-pricing model include:

(1) discount rates between 1.74-3.09% (2) expected life of 5 years, (3) expected volatility between

100.7-103.4%, and (4) zero expected dividends.

compensation - options

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.

Prior to the adoption of ASU 2018-07 on October 1, 2018, the Company used the contractual

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

December 20, 2018, the Company granted various employees options to purchase a total of 2,700,000 shares of common stock.

The options have a ten-year term and have an exercise price of $1.15 and vest over 4 years.

The options have an

aggregate fair value of $2,500,000 calculated using the Black-Scholes option-pricing model.

Variables used in the

Black-Scholes option-pricing model include:

(1) discount rate of 2.69% (2) expected life of 6.25 years, (3) expected

volatility of 102.3%, and (4) zero expected dividends.

April 1, 2019, the Company granted various employees options to purchase a total of 150,000 shares of common stock.

have a ten-year term and have an exercise price of $1.76 and vest over 4 years.

The options have an aggregate fair value of $214,000

calculated using the Black-Scholes option-pricing model.

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

discount rate of 2.37% (2) expected life of 6.25 years, (3) expected volatility of 101.5%, and (4) zero expected dividends.

Therapeutics, Inc.

to Consolidated Financial Statements

During the year ended June 30, 2018, the

Company granted various employees options to purchase a total of 2,650,000 shares of common stock.

The options have a ten-year

term and have an exercise price ranging from $0.80 to $0.88 per share.

2,450,000 options vest at a rate of 6.25% each quarter over

200,000 options vest on the accomplishment of a clinical trial event.

Approximately $177,000 of the June 28 financing

was in Other Receivable at June 30, 2019 and was received in July, 2019.

The October 12, 2018 and October 18, 2018 financings represented

an Equity Financing as defined in the Convertible Promissory Note agreement.

As a result of the October 12, 2018 and October 18,

2018 financings, the Company’s outstanding 7% Convertible Promissory Notes and accumulated interest converted into 2,682,917

shares of common stock.

During the year ended December 31, 2020, the

six months ended December 31, 2019, and years ended June 30, 2019, there were no common stock shares issued for issuances of restricted

common stocks, respectively.

Placement Agent Warrants

During the year ended June 30, 2019, the Company

recorded approximately $133,000 of compensation expense based on the probably of the clinical trial event occurring.

The fair value

of the options on the grant date ranges from $0.65 to $0.71 per share using the Black-Scholes Option pricing model.

summary of the changes in options outstanding for the years ended June 30, 2019 and 2018 is as follows:

issued an aggregate of 357,396 warrants to the placement agent in connection with the closings.

The agent warrants have an exercise

price between $3.96 and $9.00, are non-cancellable, vest upon issuance and expire on the fifth anniversary of the warrant date

Warrants have a five year term and an aggregate fair value of approximately $1,809,535 calculated using the Black-Scholes

option-pricing model.

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

(1) discount rates between 1.74-3.09% (2)

expected life of 5 years, (3) expected volatility between 100.7-103.4%, and (4) zero expected dividends.

Stock-based compensation - options

In December 2014, the Board of Directors

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

which allows for the granting of 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.

The Plan allowed for the granting of 5,152,942 options or stock awards.

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, 2020, 1,247,205 shares were available for future

grants under the 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

During the year ended December 31, 2020,

the Company awarded a total of 1,000,000 options to employees with exercise prices ranging from $28.00- $45.61 and a 10-year term

vesting over 4-year period.

The options have an aggregate fair value of $32.4 million calculated using the Black-Scholes option-pricing

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

(1) discount rate of 0.36%-0.83% (2) expected life of

6.25 years, (3) expected volatility of 101%-108%, and (4) zero expected dividends.

During the year ended December 31, 2020,

the Company recognized additional compensation expense of approximately $1,500,000 related to acceleration of vesting and a nominal

amount related to the modification of certain options in connection with the separation and settlement agreement with Dr.

Vitolo (see note 11).

During the year ended December 31, 2020,

the Company recognized compensation expense of approximately $484,000 related to the extended period of time to allow for some

options to vest under the separation and settlement agreement with Dr.

Thomas Wessel.

This was considered a Type III modification

and as a result the total expense of $1.8 million previously recognized was reversed as the options would not have vested prior

to the modification (see note 11).

On December 19, 2019, the Company granted employees

options to purchase a total of 1,295,000 shares of common stock.

The options have a ten-year term and have an exercise price of

$43.47 and vest over 4 years.

The options have an aggregate fair value of $46,904,043 calculated using the Black-Scholes option-pricing

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

(1) discount rate of 1.79% (2) expected life of 6.25 years,

(3) expected volatility of 108.2%, and (4) zero expected dividends.

On December 19, 2019, the Company granted a

consultant options to purchase a total of 10,000 shares of common stock.

The options have a ten-year term and have an exercise

price of $43.47 and vest immediately.

The options have an aggregate fair value of $338,992 calculated using the Black-Scholes option-pricing

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

(1) discount rate of 1.73% (2) expected life of 5 years,

(3) expected volatility of 107.4%, and (4) zero expected dividends.

On April 1, 2019, the Company granted various

employees options to purchase a total of 37,500 shares of common stock.

The options have a ten-year term and have an exercise price

of $7.04 and vest over 4 years.

The options have an aggregate fair value of $214,000 calculated using the Black-Scholes option-pricing

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

(1) discount rate of 2.37% (2) expected life of 6.25 years,

(3) expected volatility of 101.5%, and (4) zero expected dividends.

On December 20, 2018, the Company granted various employees options

to purchase a total of 675,000 shares of common stock.

The options have a ten-year term and have an exercise price of $4.60 and

vest over 4 years.

The options have an aggregate fair value of $2,500,000 calculated using the Black-Scholes option-pricing model.

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

(1) discount rate of 2.69% (2) expected life of 6.25 years, (3)

expected volatility of 102.3%, and (4) zero expected dividends.

Therapeutics, Inc.

to Consolidated Financial Statements

summary of the changes in options outstanding for the periods ended December 31, 2020 and 2019, and June 30, 2019 is as follows:

Number of Shares

4 unchanged sentences

Outstanding and expected to vest at June 30, 2019

Options exercisable at June 30, 2019

At June 30, 2019, the Company has unrecognized

stock-based compensation expense of approximately $3,380,000 related to unvested stock options over the weighted average remaining

service period of 3.15 years.

The weighted average fair value of options granted during the years ended June 30, 2019 and 2018

was approximately $0.96 and $0.66 per share, respectively, on the date of grant using the Black-Scholes option pricing model with

the following assumptions:

Outstanding and expected to vest at December 31, 2019

Outstanding and expected to vest at December 31, 2020

Options exercisable at December 31, 2020

At December 31, 2020, the Company has unrecognized stock-based

compensation expense of approximately $53,502,000 related to unvested stock options over the weighted average remaining service

period of 3.04 years.

The weighted average fair value of options granted during the years ended December 31, 2020 and 2019, the

six months ended December 31, 2019 and the year ended June 30, 2019 was approximately $32.45, $24.00 (unaudited), $24.31 and $3.84

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

Six Months ended

Risk free interest rate

3 unchanged sentences

to Consolidated Financial Statements

compensation –

restricted common stock

summary of the changes in outstanding restricted stocks during the years ended June 30, 2019 and 2018 is as follows:

Number of Shares

Weighted Average Fair Value Per Share

Outstanding and expected to issue at June 30, 2017

Outstanding and vested at June 30, 2018

Outstanding and vested at June 30, 2019

of June 30, 2019 and 2018, all restricted stock shares are issued.

summary of the changes in outstanding warrants during the years ended June 30, 2019 and 2018 is as follows:

A summary of the changes in outstanding warrants during the

year ended December 31, 2020 and six months ended December 31.

2019, and year ended June 30, 2019 is as follows:

Number of Shares

Weighted Average Exercise Price Per Share

Outstanding and vested at June 30, 2017

Outstanding and vested at June 30, 2018

Outstanding at June 30, 2018

Forfeited/Expired

Outstanding and vested at June 30, 2019

Included in the warrants outstanding at

June 30, 2018 are 2,574,570 warrants with an exercise price that is subject to downward adjustment on the sale of equity at prices

below their original exercise price.

These 2,574,570 warrants expired in the year ended June 30, 2019.

December 20, 2018, the Company granted 100,000 warrants to a contractor with exercise price of $1.15, a 10-year term and immediate

The warrants have an aggregated fair value of $93,762 that was calculated using the Black-Scholes option-pricing model.

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

(1) discount rate of 2.69% (2) expected life of 6.25 years,

(3) expected volatility of 102.3%, and (4) zero expected dividends.

January 1, 2019, the Company granted 120,000 warrants to a contractor with exercise price of $1.15, a 10-year term and quarterly

vesting over four years vesting.

The warrants have an aggregated fair value of $112,183 that was calculated using the Black-Scholes

option-pricing model.

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

(1) discount rate of 2.49% (2) expected

life of 6.25 years, (3) expected volatility of 102.0%, and (4) zero expected dividends.

Outstanding at June 30, 2019

Forfeited/Expired

Outstanding at December 31, 2019

Forfeited/Expired

Outstanding at December 31, 2020

Warrants exercisable at December 31, 2020

in the warrants outstanding at June 30, 2018 are 643,643 warrants that expired in the year ended June 30, 2019.

These warrants

had an exercise price that was subject to downward adjustment on the sale of equity at prices below their original exercise price.

On December 16, 2020, the Company granted

20,000 warrants to a consultant with an exercise price of $34.87, a 5-year term and vesting over 4 years.

The warrants have an

aggregated fair value of $479 thousand using the Black-Scholes option-pricing model.

Variables used in the Black-Scholes option-pricing

model include:

(1) discount rate of 0.37% (2) expected life of 3.75 years, (3) expected volatility of 105%, and (4) zero expected

On December 16, 2020, the Company granted

108,000 warrants to consultants with an exercise price of $34.87, a 5-year term and vesting based on future events.

have an aggregated fair value of $2.86 million that was calculated using the Black-Scholes option-pricing model.

Variables used

in the Black-Scholes option-pricing model include:

(1) discount rate of 0.37% (2) expected life of 5 years, (3) expected volatility

of 105%, and (4) zero expected dividends

On April 27, 2020, the Company granted

2,000 warrants to a consultant with an exercise price of $37.67, a 5-year term and immediate vesting.

The warrants have an aggregated

fair value of $48 thousand that was calculated using the Black-Scholes option-pricing model.

Variables used in the Black-Scholes

option-pricing model include:

(1) discount rate of 0.27% (2) expected life of 2.5 years, (3) expected volatility of 116%, and (4)

zero expected dividends.

On April 1, 2020, the Company granted 120,000

warrants to consultants with an exercise price of $31.59, a 5-year term and immediate vesting.

The warrants have an aggregated

fair value of $2.5 million that was calculated using the Black-Scholes option-pricing model.

Variables used in the Black-Scholes

option-pricing model include:

(1) discount rate of 0.26% (2) expected life of 2.5 years, (3) expected volatility of 118%, and (4)

zero expected dividends.

On October 8, 2019, the Company granted

15,000 warrants to a contractor with an exercise price of $10.85, non-cancellable term and immediate vesting.

The warrants have

an aggregated fair value of $121,252 that was calculated using the Black-Scholes option-pricing model.

Variables used in the Black-Scholes

option-pricing model include:

(1) discount rate of 1.36% (2) expected life of 5 years, (3) expected volatility of 100%, and (4)

zero expected dividends.

Therapeutics, Inc.

to Consolidated Financial Statements

March 9, 2019, the Company granted 71,429 warrants to a consultant with exercise price of $1.75, a 5-year term and immediate vesting.

On August 1, 2019, the Company granted

6,250 warrants to a contractor with an exercise price of $8.80, a 10-year term and immediate vesting.

The warrants have an aggregated

fair value of $41,386 that was calculated using the Black-Scholes option-pricing model.

Variables used in the Black-Scholes option-pricing

model include:

(1) discount rate of 1.68% (2) expected life of 5 years, (3) expected volatility of 101.1%, and (4) zero expected

On March 9, 2019, the Company granted 17,857

warrants to a consultant with an exercise price of $7.00, a 5-year term and immediate vesting.

The warrants have an aggregated

fair value of $95,131 that was calculated using the Black-Scholes option-pricing model.

Variables used in the Black-Scholes option-pricing

model include:

(1) discount rate of 2.42% (2) expected life of 5 years, (3) expected volatility of 102.0%, and (4) zero expected

On January 1, 2019, the Company granted

30,000 warrants to a contractor with an exercise price of $4.60, a 10-year term and quarterly vesting over four years vesting.

The warrants have an aggregated fair value of $112,183 that was calculated using the Black-Scholes option-pricing model.

2 unchanged sentences

volatility of 102.0%, and (4) zero expected dividends.

During the year ended June 30, 2019, the Company

issued an aggregate of 9,043,439 warrants to investors in connection with private placements, with a fair value of approximately

On December 20, 2018, the Company granted

25,000 warrants to a contractor with an exercise price of $4.60, a 10-year term and immediate vesting.

The warrants have an aggregated

fair value of $93,762 that was calculated using the Black-Scholes option-pricing model.

Variables used in the Black-Scholes option-pricing

model include:

(1) discount rate of 2.69% (2) expected life of 6.25 years, (3) expected volatility of 102.3%, and (4) zero expected

During the year ended June 30, 2019, the

Company issued an aggregate of 2,260,860 warrants to investors in connection with private placements, with a fair value of approximately

The exercise price ranges from $6.00 to $9.00, vested upon issuance, are non-cancellable and expire on the fifth anniversary

3 unchanged sentences

life of 5 years, (3) expected volatility of 100.7-103.4%, and (4) zero expected dividends.

the year ended June 30, 2018, the Company issued an aggregate of 338,600 warrants to consultants for services rendered.

price was determined on trading price of the Company’s common stock at warrant issuance date and range from $0.75 to $1.65

The warrants are non-cancellable, vest upon issuance or over the service period and expire on the tenth or the seventh

anniversary of the date of issuance.

addition, the Company issued an aggregate of 4,803,330 and 804,000 warrants to the holders of promissory notes payable and placement

agent, respectively, during the year ended June 30, 2018.

These warrants have exercise price from $1.50 to $1.65.

are non-cancellable, vest upon issuance or over the service period and expire the seventh anniversary of the date of issuance

At June 30, 2019 and 2018, the Company

has $155,000 and $81,000 unrecognized stock based compensation expense related to outstanding warrants.

At June 30, 2019 and 2018,

the aggregate intrinsic value of warrants vested and outstanding was approximately $4,796,081 and $215,000, respectively.

the years ended June 30, 2019 and June 30, 2018, the Company recorded approximately $0 and $50,000 of expenses from issuances

At December 31, 2020, the Company had $3.4

million of unrecognized stock-based compensation expense related to outstanding warrants.

At December 31, 2020, the aggregate intrinsic

value of warrants vested and outstanding was $61.2 million.

compensation by class of expense

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 for the years ended June 30, 2019 and 2018 (rounded to nearest

$00) respectively:

Year ended June 30,

restricted stock in the consolidated statements of operations (rounded to nearest $00):

Six Months ended

Research and development

General and administrative

NOTE 10 - RELATED PARTY TRANSACTIONS

Advisory Firm

The Company had an Advisory and Consulting

Agreement (the “Consulting Agreement”) with Sandesh Seth, the Company’s Chairman of the Board.

substantial experience in, among other matters, business development, corporate planning, corporate finance, strategic planning,

investor relations and public relations, and an expansive network of connections spanning the biopharmaceutical industry, accounting,

legal and corporate communications professions.

Seth will provide advisory and consulting services to assist the Company with

strategic advisory services, assist in prioritizing product development programs per strategic objectives, assist in recruiting

of key personnel and directors, corporate planning, business development activities, corporate finance advice, and assist in investor

and public relations services.

The Company agreed to pay Mr.

Seth $12,500 per month for his services on an ongoing basis.

Seth resigned from the Company to focus his attention on matters external to Relmada.

The Company agreed to continue

its advisory and consulting arrangement with Mr.

Seth through December 31, 2017.

Consulting Agreement

On June 12, 2017, the Company and Maged

Shenouda, a director of the Company, entered into a Consulting Agreement.

Pursuant to the terms of the agreement, Mr.

assisted the Company with matters requested by the Company.

Shenouda was paid a consulting fee of $10,000 per month.

The agreement

was terminated effective December 31, 2017.

There were no related party transactions

during the year ended June 30, 2019.

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

NOTE 9 - INCOME TAXES

provision or benefit for federal or state income taxes has been recorded because the Company has incurred net losses for all periods

presented and has recorded a valuation allowance against its deferred tax assets.

Therapeutics, Inc.

to Consolidated Financial Statements

No provision or benefit for federal or

1 unchanged sentence

allowance against its deferred tax assets.

The components of the Company’s deferred

tax assets are as follows at:

components of the Company’s deferred tax assets are as follows at:

Deferred tax assets:

Federal net operating loss

State net operating loss

Research and development tax credits

Capitalized R&D

Nonqualified Stock Options

valuation allowance

1 unchanged sentence

(25,951,000 )

(23,289,000 )

On March 27, 2020, the Coronavirus

Aid Relief and Economic Security (“CARES”) Act was signed into law.

The Act contains several new or changed

income tax provisions, including but not limited to the following:

increased limitation threshold for determining deductible interest

expense, class life changes to qualified improvements (in general, from 39 years to 15 years) and the ability to carry back net

operating losses (“NOLs”) incurred from tax years 2018 through 2020 up to the five preceding tax years.

of these provisions are either not applicable or have no material effect on the Company.

The Company has maintained a full valuation

allowance against its deferred tax assets at June 30, 2019 and 2018.

A valuation allowance is required to be recorded when it

is more likely than not that some portion or all of the net deferred tax assets will not be realized.

Since the Company cannot

be assured of realizing the net deferred tax asset, a full valuation allowance has been provided.

The valuation allowance increased/(decreased)

for the years ended June 30, 2019 and 2018, by approximately $4,375,000 and $(235,000), respectively.

The deferred tax asset for

net operating losses at June 30 2018 was adjusted with a corresponding offset to the 2018 valuation allowance.

At June 30, 2019 the Company had Federal,

New York State and New York City net operating loss (NOL) carryforwards of approximately $64,546,000, $60,892,000 and $60,509,000,

allowance against its deferred tax assets at December 31, 2020 and 2019, and June 30, 2019.

A valuation allowance is required to

be recorded when it is more likely than not that some portion or all of the net deferred tax assets will not be realized.

the Company cannot be assured of realizing the net deferred tax asset, a full valuation allowance has been provided.

The valuation

allowance increased/(decreased) for the year ended December 31, 2020, the six months December 31, 2019 and the year ended June

30, 2019, by approximately $24,469,000, $2,662,000, and $4,357,000, respectively.

Deferred tax asset for net operating loss carryforwards

at December 31, 2020 was adjusted with the corresponding offset to valuation allowance.

At December 31, 2020, the Company had federal, New York State

and New York City net operating loss (NOL) carryforwards of approximately $72,507,000, $68,854,000 and $68,470,000 respectively,

which begin expiring in 2027, 2032 and 2032 respectively.

Approximately $27,037,000 federal NOL can be carried forward indefinitely

but is limited to 80% of future taxable income.

but it is limited to 80% of future taxable income.

The Company also has federal research and development tax credit carryforwards

of approximately $3,407,000 that will begin to expire in 2028.

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

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.

The Company has not completed

an analysis to determine whether any such limitations have been triggered as of June 30, 2019.

A reconciliation of the statutory tax rate

to the effective tax rate is as follows:

Year Ended June 30,

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.

The Company has not completed an analysis

to determine whether any such limitations have been triggered as of December 31, 2020.

reconciliation of the statutory tax rate to the effective tax rate is as follows:

December 31, 2020

December 31, 2019

Six Months Ended

Statutory federal income tax rate

1 unchanged sentence

Non-deductible expenses

Impact of Tax Cuts and Jobs Act

Change in valuation allowance

Effective income tax rate

The Company does not have any uncertain

tax positions at June 30, 2019 and 2018 that would affect its effective tax rate.

The Company does not anticipate a significant

change in the amount of unrecognized tax benefits over the next twelve months.

Because the Company is in a loss carryforward position,

the Company is generally subject to US federal and state income tax examinations by tax authorities for all years for which a loss

carryforward is available.

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

On December 22, 2017, the Tax Cuts and

Jobs Act (The Act) was enacted into law.

The Act provides for significant changes to the U.S.

Internal Revenue Code of 1986 that

impact corporate taxation requirements, such as the reduction of the federal tax rate for corporations from 34% to 21%.

of the Tax Act, deferred tax assets decreased by approximately $6,197,000, with an offsetting decrease to the valuation allowance.

Shortly after the Tax Act was enacted, the SEC staff issued Staff Accounting Bulletin No.

118, “Income Tax Accounting Implications

of the Tax Cuts and Jobs Act”

(“SAB 118”), which provided guidance on accounting for the tax effects on the Tax

SAB 118 provided a one-year measurement period from the enacted date to complete accounting under ASC 740.

In accordance with

the expiration of the SAB 118 measurement period, we completed our accounting for tax effects of the Tax Act during fiscal 2019,

with no adjustments recorded to the provisional amounts.

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

Company does not have any uncertain tax positions at December 31, 2020, December 31, 2019 and June 30, 2019 that would affect

its effective tax rate.

The Company does not anticipate a significant change in the amount of unrecognized tax benefits over the

next twelve months.

Because the Company is in a loss carryforward position, the Company is generally subject to US federal and

state income tax examinations by tax authorities for all years for which a loss carryforward is available.

If and when applicable,

the Company will recognize interest and penalties as part of income tax expense.

Therapeutics, Inc.

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.

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

The Company’s current focus is on developing and marketing its products in the United States and not Asia.

Third Party Licensor

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.

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

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.

Party Licensor

Based upon a prior acquisition, the Company

assumed an obligation to pay a third party:

(A) royalty payments up to 2% on net sales of licensed products that are not sold by

sublicensee and (B) on each and every sublicense earned royalty payment received by licensee from its sublicensee on sales of license

product by sublicensee, the higher of (i) 20% of the royalties received by licensee;

assumed an obligation to pay a third party (Dr.

Inturrisi and Dr.

Paolo Manfredi - see below):

(A) royalty payments

up to 2% on net sales of licensed products that are not sold by sublicensee and (B) on each and every sublicense earned royalty

payment received by licensee from its sublicensee on sales of license product by sublicensee, the higher of (i) 20% of the royalties

received by licensee;

or (ii) up to 2% of net sales of sublicensee.

The Company will also make milestone payments of up to $4 or $2 million, for the first commercial sale of product in the field

that has a single active pharmaceutical ingredient, and for the first commercial sale of product in the field of product that has

more than one active pharmaceutical ingredient, respectively.

As of June 30, 2019, the Company has not generated any revenue related

to this license agreement.

Inturrisi / Manfredi

In January 2018, we entered

into an Intellectual Property Assignment Agreement (the Assignment Agreement) and License Agreement (the “License Agreement”

The Company will also make milestone payments of up to $4 or

$2 million, for the first commercial sale of product in the field that has a single active pharmaceutical ingredient, and for the

first commercial sale of product in the field of product that has more than one active pharmaceutical ingredient, respectively.

As of December 31, 2020, the Company has not generated any revenue related to this license agreement.

In January 2018, we 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.

3 unchanged sentences

Pursuant to the Agreements, Relmada assigned its existing rights, including patents and patent applications, to

d-methadone in the context of psychiatric use (the Existing Invention) to Licensor.

esmethadone in the context of psychiatric use (the Existing Invention) to Licensor.

Licensor then granted Relmada under the License

Agreement a perpetual, worldwide, and exclusive license to commercialize the Existing Invention and certain further inventions

regarding d-methadone in the context of other indications such as those contemplated above.

consideration of the rights granted to Relmada under the License Agreement, Relmada paid the Licensor an upfront, non-refundable

license fee of $180,000.

Additionally, Relmada will pay Licensor $45,000 every three months until the earliest to occur of the

following events:

(i) the first commercial sale of a licensed product anywhere in the world, (ii) the expiration or invalidation

of the last to expire or be invalidated of the patent rights anywhere in the world, or (iii) the termination of the License Agreement.

Relmada will also pay Licensor tiered royalties with a maximum rate of 2%, decreasing to 1.75%, and 1.5% in certain circumstances,

on net sales of licensed products covered under the License Agreement.

Relmada will also pay Licensor tiered payments up to a maximum

of 20%, and decreasing to 17.5%, and 15% in certain circumstances, of all consideration received by Relmada for sublicenses granted

under the License Agreement.

The Company incurred rent expense of approximately

$114,800, and $95,500 for the years ended June 30, 2019 and 2018, respectively.

As of June 30, 2017, the Company changed

regarding esmethadone in the context of other indications such as those contemplated above.

In consideration of the rights granted

to Relmada under the License Agreement, Relmada paid the Licensor an upfront, non-refundable license fee of $180,000.

Additionally,

Relmada will pay Licensor $45,000 every three months until the earliest to occur of the following events:

(i) the first commercial

sale of a licensed product anywhere in the world, (ii) the expiration or invalidation of the last to expire or be invalidated of

the patent rights anywhere in the world, or (iii) the termination of the License Agreement.

Relmada will also pay Licensor tiered

royalties with a maximum rate of 2%, decreasing to 1.75%, and 1.5% in certain circumstances, on net sales of licensed products

covered under the License Agreement.

Relmada will also pay Licensor tiered payments up to a maximum of 20%, and decreasing to 17.5%,

and 15% in certain circumstances, of all consideration received by Relmada for sublicenses granted under the License Agreement.

As of January 1, 2019, the Company changed

its corporate headquarters to 880 Third Avenue, 12th Floor, New York, New York 10022 pursuant to a lease agreement with an initial

monthly rent of $7,500.

The lease contract periods were for 6 month periods.

The lease expired on January 1, 2019, at a monthly

rent of $9,454.

As of January 1, 2019, the Company changed its corporate headquarters to 880 Third Avenue, 12 th

Floor, New York, New York 10022 pursuant to a lease agreement with an initial monthly rent of $7,500.

The lease period is for one

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

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.

Lawsuit Brought by Former Officer

In 2014, Relmada dismissed with prejudice

its lawsuit against Najib Babul, which had sought to compel Dr.

Babul, Relmada’s former President, to account for questionable

expenditures of Relmada funds made while Babul controlled the Company.

Relmada’s decision to end its claims was informed

by the fact that Babul came forward with plausible explanations for some of the expenditures, and the fact that, because Babul

was a former officer and director of Relmada being sued for his conduct in office, the Company was required to advance his expenses

of the litigation;

hence, Relmada was paying all the lawyers and consultants on both sides of the dispute.

Relmada also agreed

to reinstate certain stock purchase warrants in Babul’s name, which had been cancelled during the pendency of the litigation,

and offered Babul the right to exchange his shares in Relmada Therapeutics, Inc.

(a Delaware corporation and subsidiary of the

Company) for shares in the Company.

Babul has brought a second lawsuit against

Ruling on Relmada’s Motion to Dismiss, the United States District Court for the Eastern District of Pennsylvania

dismissed Babul’s claims for breach of contract and intentional infliction of emotional distress, and left intact his claims

for defamation, and wrongful use of civil process.

On February 6, 2019, the Company entered

into a settlement agreement in which Babul relinquished his 303,392 shares in Relmada, signed a consulting contract and Relmada

committed to a $500,000 initial payment and four subsequent payments of $250,000 on March 31, 2019, June 30, 2019, September 30,

2019 and December 31, 2019.

For accounting purposes, no fair value was attributed to the consulting agreement.

The Company recorded a loss on settlement of $1,105,590 included in the general and administrative expenses for the year ended

June 30, 2019.

The loss represents the total cash payments of $1,500,000 less the fair value of the shares relinquished of $394,410.

NOTE 13 - SUBSEQUENT EVENTS

In September 2019, 300,000 warrants with

exercise price of $1.50 were exercised, for net proceeds of $450,000.

On September 23, 2019, the Company closed on private placements

of equity securities pursuant to Share Purchase Agreements and Subscription Agreements, dated September 23, 2019.

The price per

share was $1.75.

The Company issued an aggregate of 300,431 shares of common stock in this closing, for net proceeds of $525,750.

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.

The lease period was for one year.

The lease agreement expired on December 31, 2019 and was renewed for

calendar years 2020 and 2021.

As the Company’s leases consist of one lease for their corporate headquarters, which is for

a period of 12 months or less.

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

The Company incurred rent expense of approximately

$165,900, 93,900, $47,100, and $114,800 for the year ended December 31, 2020 and December 31, 2019 (unaudited), the six months

ended December 31, 2019 and year ended June 30, 2019, respectively.

In June 2015, the Company entered into

an Agreement of Lease (the Lease) for office space located at 275 Madison Avenue, 7th Floor, New York, New York 10016, its former

corporate headquarter, with a third party.

On March 10, 2016 and effective as of January 1, 2016, the Company entered into an Office

Space License Agreement (the License) with Actinium Pharmaceuticals, Inc.

(Actinium), with whom the Company shared two common board

members until June 6, 2017, for the office space.

The term of the License was three years from the effective date, with an automatic

renewal provision.

The cost of the License was approximately $16,600 per month for Actinium, subject to customary escalations and

The Company recorded the license fees as other income in the consolidated statements of operations.

On June 8, 2017, the Company entered into

an Amended and Restated License Agreement with Actinium.

Pursuant to the terms of the agreement, Actinium will continue to license

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 shall have at any time during the term of this agreement the right to purchase the FFE for $496,914,

less any previously paid license fees.

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

On June 8, 2017 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, 2020 and 2019, and June 30, 2019, the balance

of unearned interest income was approximately $14,900, $32,100 and 43,000, respectively.

Therapeutics, Inc.

to Consolidated Financial Statements

The future minimum lease payments to be

received under the lease for each year as of December 31, 2020 are as follows:

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.

Brought by Former Officer

2014, Relmada dismissed with prejudice its lawsuit against Najib Babul, which had sought to compel Dr.

Babul, Relmada’s

former President, to account for questionable expenditures of Relmada funds made while Babul controlled the Company.

Relmada’s

decision to end its claims was informed by the fact that Babul came forward with plausible explanations for some of the expenditures,

and the fact that, because Babul was a former officer and director of Relmada being sued for his conduct in office, the Company

was required to advance his expenses of the litigation;

hence, Relmada was paying all the lawyers and consultants on both sides

of the dispute.

Relmada also agreed to reinstate certain stock purchase warrants in Babul’s name, which had been cancelled

during the pendency of the litigation, and offered Babul the right to exchange his shares in Relmada Therapeutics, Inc.

corporation and subsidiary of the Company) for shares in the Company.

has brought a second lawsuit against Relmada.

Ruling on Relmada’s Motion to Dismiss, the United States District Court for

the Eastern District of Pennsylvania dismissed Babul’s claims for breach of contract and intentional infliction of emotional

distress, and left intact his claims for defamation, and wrongful use of civil process.

February 6, 2019, the Company entered into a settlement agreement in which Babul relinquished his 303,392 shares in Relmada, signed

a consulting contract and Relmada committed to a $500,000 initial payment and four subsequent payments of $250,000 on March 31,

2019, June 30, 2019, September 30, 2019 and December 31, 2019.

accounting purposes, no fair value was attributed to the consulting agreement.

The Company recorded a loss on settlement of $1,105,590

included in the general and administrative expenses for the year ended June 30, 2019.

The loss represents the total cash payments

of $1,500,000 less the fair value of the shares relinquished of $394,410.

Lawsuit Brought by Current Employee

On July 15, 2020, an employee of the Company filed a Complaint alleging

unequal pay based on gender and other employment-based claims.

The Company intends to defend the lawsuit vigorously, it is currently in

discovery and the ultimate outcome is not known.

NOTE 11 - RELATED PARTY TRANSACTIONS

Effective March 6, 2020, Dr.

Vitolo entered

into a Separation and Severance Agreement with the Company.

Pursuant to the terms of the agreement, the Company agreed to pay Dr.

Vitolo severance of $200,000 in accordance with his employment contract.

In addition, Dr.

Vitolo’s options granted under

the Company’s 2014 Stock Option and Equity Incentive Plan continued to vest until September 6, 2020.

Vitolo shall have

until March 6, 2021 to exercise his vested options and he shall be allowed to use a cashless exercise provision to exercise his

vested options.

The agreement also contains customary confidentiality, release, and non-disparagement provisions, and the Company

agreed to pay accrued and unpaid salary, vacation time and attorney’s fees totaling approximately $45,000.

Effective December 31, 2020, Dr.

entered into a Separation and Severance Agreement with the Company.

Pursuant to the terms of the agreement, the Company agreed

Wessel severance of $237,500 in accordance with his employment contract.

In addition, Dr.

Wessel’s options granted

under the Company’s 2014 Stock Option and Equity Incentive Plan continued to vest until June 30, 2021.

Wessel shall have

until December 31, 2021 to exercise his vested options and he shall be allowed to use a cashless exercise provision to exercise

his vested options.

The agreement also contains customary confidentiality, release, and non-disparagement provisions, and the Company

agreed to pay accrued vacation time totaling approximately $28,940.

NOTE 12 - OTHER POSTRETIREMENT

Relmada participates

in a multiemployer 401(k) plan that permits eligible employees to contribute funds on a pretax basis subject to maximum allowed

under federal tax provisions.

The Company matches 100% of the first 3% of employee contributions, plus 50% of employee contributions

that exceed 3% but do not exceed 5%.

The employees

choose an amount from various investment options for both their contributions and the Company’s matching contribution.

Company’s contribution expense was $90,692, $20,081, $10,261, and $18,853 for the year ended December 31, 2020 and December

31, 2019 (unaudited), the six months ended December 31, 2019 and year ended June 30, 2019, respectively.

13 - SUBSEQUENT EVENTS

From January 1 st through March

15, 2021, 271,366 warrants with an average exercise price of $5.31 were exercised, for net proceeds of $1,441,382.

From January 1 st through March

15, 2021, 141,625 options with an average exercise price of $3.30 were exercised, for net proceeds of $467,772.

On January 7, 2021, the Company awarded

a total of 1,490,000 options to employees and board of directors at an exercise price of $33.43 and a 10-year term vesting over

a four-year period.

The grants to the employees are 50% based on a four year vesting term and the other 50% are based on milestones

On January 7, 2021, the Company awarded

Manfredi and Pappagallo, Acting CSO and Acting CMO, respectively, 200,000 warrants each, with an exercise price of $33.43

per share and a duration of 10 years from 1/7/2021.

Half of each award shall vest 6.25% per quarter starting 4/7/21.

half of each award shall vest 25% on 1/7/22, then 6.25% per quarter, and shall be subject to the same forfeiture for contingencies

as the management options.

On February 3, 2021, the Company awarded

a total of 25,000 options to a new employee with an exercise price of $34.47 and a 10-year term vesting over a four-year period.

The Company’s lease agreement at

880 Third Avenue expired on December 31, 2020 and has been renewed for calendar year 2021.

Included in this lease is additional

office space on the 10 th floor along with the existing space on the 5 th floor for an average monthly cost

of approximately $8,730.

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.

These representations and warranties:

may have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements, which disclosures are not necessarily reflected in the agreements;

may apply standards of materiality that differ from those of a reasonable investor;

were made only as of specified dates contained in the agreements and are subject to subsequent developments and changed circumstances.

Accordingly, these representations and

warranties may not describe the actual state of affairs as of the date that these representations and warranties were made or at

any other time.

have been qualified by disclosures that were made to the other parties in connection

with the negotiation of the agreements, which disclosures are not necessarily reflected

in the agreements;

apply standards of materiality that differ from those of a reasonable investor;

made only as of specified dates contained in the agreements and are subject to subsequent

developments and changed circumstances.

these representations and warranties may not describe the actual state of affairs as of the date that these representations and

warranties were made or at any other time.

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.

(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).

(i) Amended and Restated Certificate of Incorporation of Relmada Therapeutics, Inc.

(incorporated by reference to Exhibit 3.2(i) of Relmada’s Form 8-K filed with the SEC on May 27, 2014).

(ii) Amendment effective April 19, 2013 to Certificate of Incorporation of Relmada Therapeutics, Inc.

(incorporated by reference to Exhibit 3.2(ii) of Relmada’s Form 8-K filed with the SEC on May 27, 2014).

(iii) Certificate of Amendment to Articles of Incorporation of Relmada Therapeutics, Inc.

(incorporated by reference to Exhibit 3.1 of Relmada’s Form 10-Q filed with the SEC on February 13, 2015).

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

dated August 4, 2015 (incorporated by reference to Exhibit 3.1 of Relmada’s Form 8-K filed with the SEC on August 10, 2015).

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.

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

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).

Agreement and Plan of Merger dated as of December 31, 2013 between 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).

Amended and Restated Certificate of Incorporation of Relmada Therapeutics, Inc.

(incorporated by reference to Exhibit 3.2(i)

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

Amendment effective April 19, 2013 to Certificate of Incorporation of Relmada Therapeutics, Inc.

(incorporated by reference

to Exhibit 3.2(ii) of Relmada’s Form 8-K filed with the SEC on May 27, 2014).

Certificate of Amendment to Articles of Incorporation of Relmada Therapeutics, Inc.

(incorporated by reference to Exhibit

3.1 of Relmada’s Form 10-Q filed with the SEC on February 13, 2015).

Certificate of Change of Relmada Therapeutics, Inc.

dated August 4, 2015 (incorporated by reference to Exhibit 3.1 of Relmada’s

Form 8-K filed with the SEC on August 10, 2015).

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).

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).

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 12, 2018).

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,

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

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.

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

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).

Non-Disclosure, Assignment of Inventions, Non-Solicitation and Non-Compete Agreement dated as of April 18, 2012 between Sergio Traversa and Relmada Therapeutics, Inc.

(incorporated by reference

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

Non-Disclosure,

Assignment of Inventions, Non-Solicitation and Non-Compete Agreement dated as of April 18, 2012 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 May

Form of Unit Purchase Agreement dated May __, 2014 by and among Relmada Therapeutics, Inc.

and the Purchasers party thereto (incorporated by reference to Exhibit 10.7 of Relmada’s Form 8-K filed with the SEC on May 27, 2014).

Form of 2014 Unit Investor Rights Agreement dated __________, 2014 by and among Relmada Therapeutics, Inc.

and the Investors party thereto (incorporated by reference to Exhibit 10.8 of Relmada’s Form 8-K filed with the SEC on May 27, 2014).

Form of Subscription Agreement dated as of May 12, 2014 and May 15, 2014 by and among Relmada Therapeutics, Inc.

and the Purchasers party thereto (incorporated by reference to Exhibit 10.9 of Camp Nine’s Form 8-K filed with the SEC on May 27, 2014).

Indemnification Agreement dated July 10, 2012 between Relmada Therapeutics, Inc.

and Sergio Traversa (incorporated by reference to Exhibit 10.10 of Relmada’s Form 8-K filed with the SEC on May 27, 2014).

Indemnification

Agreement dated July 10, 2012 between Relmada Therapeutics, Inc.

and Sergio Traversa (incorporated by reference to Exhibit

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

Relmada Therapeutics, Inc.

Stock Option and Equity Incentive Plan (incorporated by reference to Exhibit 10.11 of Relmada’s Form 8-K filed with the SEC on May 27, 2014).

Unit Purchase Agreement, dated June 10, 2014, by and among Camp Nine, Inc.

and signatories thereto (incorporated by reference to Exhibit 10.1 of Relmada’s Form 8-K filed with the SEC on June 16, 2014).

Subscription Agreement, dated June 10, 2014, by and among Camp Nine, Inc.

and signatories thereto (incorporated by reference to Exhibit 10.2 of Relmada’s Form 8-K filed with the SEC on June 16, 2014).

Form of Investor Rights Agreement, dated June 10, 2014, by and among Camp Nine, Inc.

and signatories thereto (incorporated by reference to Exhibit 10.3 of Relmada’s Form 8-K filed with the SEC on June 16, 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)

Agreement of Lease, dated June 9, 2015, by and between Relmada Therapeutics, Inc.

and GP 275 Owner, LLC (incorporated by reference to Exhibit 99.1 of Relmada’s Form 8-K filed with the SEC on June 15, 2015)

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

Stock Option and Equity Incentive Plan (incorporated by reference to Exhibit 10.11 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).

Amended and Restated Employment Agreement, dated August 5, 2015, by and between Relmada Therapeutics, Inc.

and Sergio Traversa (incorporated by reference to Exhibit 10.4 of Relmada’s Form 8-K filed with the SEC on August 7, 2015).

Advisory and Consulting Agreement, dated August 4, 2015, by and between Relmada Therapeutics, Inc.

and Sandesh Seth (incorporated by reference to Exhibit 10.6 of Relmada’s Form 8-K filed with the SEC on August 7, 2015).

Agreement dated, September 6, 2016, by and between Shreeram Agharkar and Relmada Therapeutics, Inc.

(incorporated by reference to Exhibit 10.25 of Relmada’s Form 10-K filed with the SEC on September 9, 2016).

Consulting Agreement, dated February 15, 2017, between Relmada Therapeutics, Inc.

and MDB Consulting LLC.

(incorporated by reference to Exhibit 10.20 of Relmada’s Form 10-K filed with the SEC on September 28, 2017).

Assignment and Consent Agreement, dated June 6, 2017, among 275 Madison Avenue RPW 1 LLC, 275 Madison Avenue RPW 2, LLC, Actinium Pharmaceuticals, 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 7, 2015).

and Restated Employment Agreement, dated August 5, 2015, by and between Relmada Therapeutics, Inc.

and Sergio Traversa (incorporated

by reference to Exhibit 10.4 of Relmada’s Form 8-K filed with the SEC on August 7, 2015).

and Consent Agreement, dated June 6, 2017, among 275 Madison Avenue RPW 1 LLC, 275 Madison Avenue RPW 2, LLC, Actinium Pharmaceuticals,

and Relmada Therapeutics, Inc.

(incorporated by reference to Exhibit 10.21 of Relmada’s Form 10-K filed with the SEC on September 28, 2017).

Lease Agreement, dated May 2, 2017, between Relmada Therapeutics, Inc.

(incorporated by reference to Exhibit 10.21 of Relmada’s Form 10-K filed with the

SEC on September 28, 2017).

Agreement, dated May 2, 2017, between Relmada Therapeutics, Inc.

and Regus Management Group, LLC.

(incorporated by reference to Exhibit 10.22 of Relmada’s Form 10-K filed with the SEC on September 28, 2017).

Amended and Restated License Agreement, dated June 8, 2017, between Actinium Pharmaceuticals, Inc.

(incorporated by reference

to Exhibit 10.22 of Relmada’s Form 10-K filed with the SEC on September 28, 2017).

and Restated License Agreement, dated June 8, 2017, between Actinium Pharmaceuticals, Inc.

and Relmada Therapeutics, Inc.

(incorporated by reference to Exhibit 10.23 of Relmada’s Form 10-K filed with the SEC on September 28, 2017).

Agreement, dated June 6, 2017, between Relmada Therapeutics, Inc.

and Sandesh Seth.

(incorporated by reference to Exhibit 10.24 of Relmada’s Form 10-K filed with the SEC on September 28, 2017).

Consulting Agreement, dated June 12, 2017, between Relmada Therapeutics, Inc.

and Maged Shenouda.

(incorporated by reference to Exhibit 10.20 of Relmada’s Form 10-K filed with the SEC on September 28, 2017).

Consulting Agreement Termination Agreement, dated November 13, 2017, between Relmada Therapeutics, Inc.

and Maged Shenouda (incorporated by reference to Exhibit 10.1 of Relmada’s Form 10-Q filed with the SEC on November 14, 2017).

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

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).

Offer Letter, Dated March 28, 2018, between Relmada Therapeutics, Inc.

and Ottavio Vitolo (incorporated by reference to Exhibit 10.1 of Relmada’s Form 10-Q filed with the SEC on May 14, 2018).

Indemnification Agreement, dated April 2, 2018, between Relmada Therapeutics, Inc.

and Ottavio Vitolo (incorporated by reference to Exhibit 10.2 of Relmada’s Form 10-Q filed with the SEC on May 14, 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).

Form of Subscription Agreement among Relmada Therapeutics, Inc.

and certain accredited investors (incorporated by reference to Exhibit 10.2 of Relmada’s Form 10-Q filed with the SEC on November 13, 2018).

Form of Registration Rights Agreement among Relmada Therapeutics, Inc.

and certain accredited investors (incorporated by reference to Exhibit 10.3 of Relmada’s Form 10-Q filed with the SEC on November 13, 2018).

Lease Agreement, effective January 1, 2019, between Relmada Therapeutics, Inc.

and 880 Third Avenue Tenant LLC (incorporated by reference to Exhibit 10.1 of Relmada’s Form 10-Q filed with the SEC on February 13, 2019).

Settlement Agreement, dated February 6, 2019, among Najib Babul, Laidlaw & Company (UK) Ltd., Sandesh Seth, and Sergio Traversa (incorporated by reference to Exhibit 10.2 of Relmada’s Form 10-Q filed with the SEC on February 13, 2019).

Consulting Agreement, effective March 25, 2019, between Relmada Therapeutics, Inc.

and Najib Babul (incorporated by reference to Exhibit 10.3 of Relmada’s Form 10-Q filed with the SEC on February 13, 2019).

Amendment No.

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).

Letter, Dated March 28, 2018, between Relmada Therapeutics, Inc.

and Ottavio Vitolo (incorporated by reference to Exhibit

10.1 of Relmada’s Form 10-Q filed with the SEC on May 14, 2018).

Indemnification

Agreement, dated April 2, 2018, between Relmada Therapeutics, Inc.

and Ottavio Vitolo (incorporated by reference to Exhibit

10.2 of Relmada’s Form 10-Q filed with the SEC on May 14, 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).

Agreement, effective January 1, 2019, between Relmada Therapeutics, Inc.

and 880 Third Avenue Tenant LLC (incorporated by

reference to Exhibit 10.1 of Relmada’s Form 10-Q filed with the SEC on February 13, 2019).

Agreement, dated February 6, 2019, among Najib Babul, Laidlaw & Company (UK) Ltd., Sandesh Seth, and Sergio Traversa (incorporated

by reference to Exhibit 10.2 of Relmada’s Form 10-Q filed with the SEC on February 13, 2019).

Agreement, effective March 25, 2019, between Relmada Therapeutics, Inc.

and Najib Babul (incorporated by reference to Exhibit

10.3 of Relmada’s Form 10-Q filed with the SEC on February 13, 2019).

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 Unit Purchase Agreement (incorporated by reference to Exhibit 10.2 of Relmada’s Form 10-Q filed with the SEC on May 15, 2019).

Form of Subscription Agreement (incorporated by reference to Exhibit 10.3 of Relmada’s Form 10-Q filed with the SEC on May 15, 2019).

Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.4 of Relmada’s Form 10-Q filed with the SEC on May 15, 2019).

Consulting Agreement, dated July 29, 2019, by and between Charles S.

Ence and Relmada Therapeutics, Inc.

(incorporated by reference to Exhibit 10.1 of Relmada’s Form 8-K filed with the SEC on July 29, 2019).

Indemnification Agreement, dated July 29, 2019, by and between Charles S.

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).

Agreement, dated July 29, 2019, by and between Charles S.

Ence and Relmada Therapeutics, Inc.

(incorporated by reference to Exhibit 10.2 of Relmada’s Form 8-K filed with the SEC on July 29, 2019).

Confidential Information and Invention Assignment Agreement, dated July 29, 2019, by and between Charles S.

(incorporated by reference

to Exhibit 10.1 of Relmada’s Form 8-K filed with the SEC on July 29, 2019).

Indemnification

Agreement, dated July 29, 2019, by and between Charles S.

Ence and Relmada Therapeutics, Inc.

(incorporated by reference to

Exhibit 10.2 of Relmada’s Form 8-K filed with the SEC on July 29, 2019).

Information and Invention Assignment Agreement, dated July 29, 2019, by and between Charles S.

Ence and Relmada Therapeutics,

(incorporated by reference to Exhibit 10.3 of Relmada’s Form 8-K filed with the SEC on July 29, 2019).

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

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

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).

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

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).

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).

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).

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).

Agreement, dated March 7, 2020, by and between Thomas Wessel and Relmada Therapeutics, Inc.

(incorporated by reference to

Exhibit 10.1 of Relmada’s Form 8-K filed with the SEC on March 12, 2020).

Severance and Separation Agreement, dated April 1, 2020, by and between Ottavio Vitolo and Relmada Therapeutics, Inc.

(incorporated by reference to Exhibit 10.6 of Relmada’s Form 10-Q filed with the SEC on May 15, 2020).

Open 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

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

Consent of Marcum LLP

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

8 unchanged sentences

XBRL Taxonomy Schema

XBRL Taxonomy Calculation Linkbase

XBRL Taxonomy Definition Linkbase

XBRL Taxonomy Label Linkbase

XBRL Taxonomy Presentation Linkbase

Filed herewith

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant.

September 24, 2019

XBRL Taxonomy Calculation

XBRL Taxonomy Definition

XBRL Taxonomy Label

XBRL Taxonomy Presentation

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf

of the Registrant.

March 24, 2021

RELMADA THERAPEUTICS, INC.

/s/ Sergio Traversa

Sergio Traversa

Chief Executive Officer

(Duly Authorized Officer and

Principal Executive Officer)

/s/ Charles Ence

Chief Financial Officer

(Duly Authorized Officer and

(Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities

and on the dates indicated.

/s/ Sergio Traversa

Chief Executive Officer,

September 24, 2019

Sergio Traversa

/s/ Charles Ence

Executive Officer

Authorized Officer and

Executive Officer)

Maged Shenouda

Financial Officer

Authorized Officer and

Financial and Accounting Officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf

of the Registrant and in the capacities and on the dates indicated.

Sergio Traversa

Chief Executive

Sergio Traversa

Maged Shenouda

Chief Financial Officer

September 24, 2019

/s/ Charles J.

Chairman of the Board

September 24, 2019

/s/ Paul Kelly

September 24, 2019

/s/ Maged Shenouda

September 24, 2019

March 24, 2021

Maged Shenouda

Chairman of the Board

March 24, 2021

John Glasspool

March 24, 2021

John Glasspool

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