RELMADA THERAPEUTICS, INC. 10-K

ITEM 9A . 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 December 31, 2020, 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 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. 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. 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. Changes in Internal Control Over Financial Reporting 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. 36 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 that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company, (2) 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 (3) 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. 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. ITEM 9B. OTHER INFORMATION 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. Subject to adjustment in certain circumstances in accordance with the terms of the 2021 Plan, we will reserve for issuance under the 2021 Plan no more than 1,500,000 shares of common stock (subject to adjustment in certain circumstances as provided in the Plan). Shares of Common Stock available for distribution under the 2021 Plan may consist, in whole or in part, of authorized and unissued shares, treasury shares or shares reacquired by the Company in any manner. Shares of Common Stock subject to an award that expires or is canceled, forfeited, or terminated without issuance of the full number of shares of Common Stock to which the award related, as well as any shares of common stock subject to an award that are (a) tendered in payment of an option, (b) delivered or withheld by the company to satisfy any tax withholding obligation, or (c) covered by a stock-settled stock appreciation right or other awards that were not issued upon the settlement of the award, shall be added back to the shares of common stock available for issuance of awards or delivery under the 2021 Plan. Available Awards. Awards that may be granted under the 2021 plan include: (a) incentive stock options, (b) non-qualified stock options, (c) stock appreciation rights, (d) restricted awards, (e) performance share awards, (f) cash awards, and (g) other equity-based awards. Recipients of Grants. Incentive stock options may be granted only to employees. Awards other than incentive stock options may be granted to employees, consultants and directors and those individuals whom the Committee or the Board determines are reasonably expected to become employees, consultants and directors following the grant date. Our principal executive officer, principal financial officer and other named executive officers are eligible to participate in and receive awards under the 2021 Plan. Term. 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 herein. 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. 37 PART III 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, 2020. ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE ITEM 11. EXECUTIVE COMPENSATION ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 38 PART IV ITEM 15. 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. 39 RELMADA THERAPEUTICS, INC. (INDEX TO FINANCIAL STATEMENTS) Page Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets as of December 31, 2020 and 2019 and June 30, 2019 F-3 Consolidated 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 F-4 Consolidated 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 F-5 Consolidated Statements of Stockholders’ Equity (Deficit) for the Year Ended December 31, 2019 (unaudited) Consolidated 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 F-6 Notes to Consolidated Financial Statements F-8 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Relmada Therapeutics, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Relmada Therapeutics, Inc. (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 management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We 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 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. 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 Marcum llp We have served as the Company’s auditor since 2014. Houston, Texas March 24, 2021 F- 2 Relmada Therapeutics, Inc. Consolidated Balance Sheets As of As of As of December 31, December 31, June 30, 2020 2019 2019 Assets Current assets: Cash and cash equivalents $ 2,495,397 $ 36,278,519 $ 9,216,554 Short-term investments 114,595,525 80,164,823 - Other receivable - - 176,980 Lease payments receivable – short term 79,457 73,091 70,102 Prepaid expenses 903,190 423,863 520,745 Total current assets 118,073,569 116,940,296 9,984,381 Fixed assets, net of accumulated depreciation 1,258 5,010 7,210 Other assets 25,000 25,000 25,000 Lease payments receivable – long term 86,377 165,834 203,142 Total assets $ 118,186,204 $ 117,136,140 $ 10,219,733 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 8,346,475 $ 522,663 $ 924,359 Accrued expenses 4,256,983 824,936 1,317,855 Notes payable - 110,247 364,204 Total current liabilities 12,603,458 1,457,846 2,606,418 Total liabilities 12,603,458 1,457,846 2,606,418 Stockholders’ Equity: Preferred stock, $0.001 par value, 200,000,000 shares authorized, none issued and outstanding - - - Class A convertible preferred stock, $0.001 par value, 3,500,000 shares authorized, none issued and outstanding - - - Common stock, $0.001 par value, 50,000,000 shares authorized, 16,332,939, 14,457,013 and 9,744,643 shares issued and outstanding, respectively 16,333 14,457 9,744 Additional paid-in capital 284,881,716 235,522,746 119,265,938 Accumulated deficit (179,315,303 ) (119,858,909 ) (111,662,367 ) Total stockholders’ equity 105,582,746 115,678,294 7,613,315 Total liabilities and stockholders’ equity $ 118,186,204 $ 117,136,140 $ 10,219,733 The accompanying notes are an integral part of these consolidated financial statements. F- 3 Relmada Therapeutics, Inc. Consolidated Statements of Operations (Unaudited) Year Year Six months Year Ended ended ended ended December 31, December 31, December 31, June 30, 2020 2019 2019 2019 Operating expenses: Research and development $ 35,972,731 $ 7,859,453 $ 3,513,606 $ 7,024,747 General and administrative 24,865,942 7,249,858 4,757,999 5,703,173 Total operating expenses 60,838,673 15,109,311 8,271,605 12,727,920 Loss from operations (60,838,673 ) (15,109,311 ) (8,271,605 ) (12,727,920 ) Other income (expenses): Change in fair value of derivative liabilities - - - (54,634 ) Interest income (expense), net 1,399,225 104,112 75,063 (761,038 ) Realized loss on short-term investments (156,213 ) - - - Unrealized gain on short-term investments 139,267 - - - Loss on extinguishment of debt - - - (3,774,468 ) Total other income (expenses), net 1,382,279 104,112 75,063 (4,590,140 ) Net loss $ (59,456,394 ) $ (15,005,199 ) $ (8,196,542 ) $ (17,318,060 ) Net loss per common share – basic and diluted $ (3.81 ) $ (1.62 ) $ (0.77 ) $ (2.74 ) Weighted average number of common shares outstanding – basic and diluted 15,594,228 9,241,219 10,577,866 6,311,769 The accompanying notes are an integral part of these consolidated financial statements. F- 4 Relmada Therapeutics, Inc. Consolidated Statements of Stockholders’ Equity (Deficit) Common Stock Additional Paid-in Accumulated Shares Par Value Capital Deficit Total Balance at June 30, 2018 3,137,468 $ 3,137 $ 88,828,094 $ (94,344,307 ) $ (5,513,076 ) Cumulative effect of Write-off of Derivative Liabilities under ASU 2017-11 - - 59,397 - 59,397 Adjusted Balance at June 30, 2018 3,137,468 3,137 88,887,491 (94,344,307 ) (5,453,679 ) Stock-based compensation expense - - 1,213,996 - 1,213,996 Conversion of notes and accrued interest 2,682,917 2,683 11,802,150 - 11,804,833 Equity units issued for cash, net 3,975,115 3,975 17,756,660 - 17,760,635 Shares relinquished by former officer (75,848 ) (76 ) (394,334 ) - (394,410 ) Issuance of common stock for cashless exercises of warrants from consultants and Series A Preferred Stock warrant holder 24,991 25 (25 ) - - Net loss - - - (17,318,060 ) (17,318,060 ) Balance – June 30, 2019 9,744,643 9,744 119,265,938 (111,662,367 ) 7,613,315 Stock-based compensation expense - - 2,367,001 - 2,367,001 Equity units issued for cash, net 3,951,299 3,951 109,443,531 - 109,447,482 Warrants exercised 656,943 657 4,446,381 - 4,447,038 Cashless exercise of warrants 42,644 43 (43 ) - - Cashless exercise of options 61,484 62 (62 ) - - Net loss - - - (8,196,542 ) (8,196,542 ) Balance – December 31, 2019 14,457,013 14,457 235,522,746 (119,858,909 ) 115,678,294 Stock-based compensation expense - - 20,777,272 - 20,777,272 Equity offering, net 427,700 428 19,791,216 - 19,791,644 Warrants exercised 1,159,989 1,160 8,055,256 - 8,056,416 Cashless exercise of warrants 42,475 42 (42 ) - - Options exercised 155,558 156 735,358 - 735,514 Cashless exercise of options 90,204 90 (90 ) - - Net loss - - - (59,456,394 ) (59,456,394 ) Balance – December 31, 2020 16,332,939 $ 16,333 $ 284,881,716 $ (179,315,303 ) $ 105,582,746 The accompanying notes are an integral part of these consolidated financial statements. F- 5 Relmada Therapeutics, Inc. Consolidated Statements of Cash Flows (Unaudited) Year Year Six months Year ended ended ended ended December 31, December 31, December 31, June 30, 2020 2019 2019 2019 Cash flows from operating activities Net loss $ (59,456,394 ) $ (15,005,199 ) $ (8,196,542 ) $ (17,318,060 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation expense 3,752 4,363 2,200 4,870 Stock-based compensation 20,777,272 3,165,153 2,367,001 1,213,996 Realized loss on short-term investments 156,213 - - - Unrealized gain on short-term investments (139,267 ) - - - Amortization of deferred financing costs - - - 661,168 Change in fair value of derivative liabilities - - - 54,634 Fair value of shares relinquished - (394,410 ) - (394,410 ) Loss on promissory note extinguishment - - - 3,774,468 Changes in operating assets and liabilities: Prepaid expenses and other assets (479,327 ) 471,912 96,882 270,167 Other receivable - - 176,980 (169,363 ) Lease payment receivable 73,091 67,235 34,319 64,486 Accounts payable 7,823,812 163,773 (401,696 ) 158,920 Accrued expenses 3,432,047 (565,611 ) (492,919 ) 1,181,270 Net cash used in operating activities (27,808,801 ) (12,092,784 ) (6,413,775 ) (10,497,854 ) Cash flows from investing activities Purchase of investments (182,051,630 ) (84,849,198 ) (84,849,198 ) - Sale of investments 147,603,982 4,684,375 4,684,375 - Net cash used in investing activities (34,447,648 ) (80,164,823 ) (80,164,823 ) - Cash flows from financing activities Proceeds from issuance of common stock, net of fees 19,791,644 122,031,032 109,447,482 17,760,635 Proceeds from warrants exercised for common stock 8,056,416 4,447,038 4,447,038 - Proceeds from options exercised for common stock 735,514 - - - Principal payment of notes payable (110,247 ) (368,695 ) (253,957 ) (285,170 ) Net cash provided by financing activities 28,473,327 126,109,375 113,640,563 17,475,465 Net increase/(decrease) in cash and cash equivalents (33,783,122 ) 33,851,768 27,061,965 6,977,611 Cash and cash equivalents at beginning of the period 36,278,519 2,426,751 9,216,554 2,238,943 Cash and cash equivalents at end of the period $ 2,495,397 $ 36,278,519 $ 36,278,519 $ 9,216,554 F- 6 Relmada Therapeutics, Inc. Consolidated Statements of Cash Flows (continued) (Unaudited) Year Year Six months Year ended ended ended ended December 31, December 31, December 31, June 30, 2020 2019 2019 2019 Supplemental disclosure of cash flows information: Cash paid during the period for: Income taxes $ - $ - $ - $ - Interest $ 2,415 $ 9,034 $ 4,610 $ 5,933 Non-cash investing and financing transactions: Notes payable issued in connection with director and officer insurance policies $ - $ 364,204 $ - $ 364,204 Cashless exercise of warrants for common stock $ 42 $ 68 $ 43 $ 25 Cashless exercise of options for common stock $ 90 $ 62 $ 62 $ - Write off for derivative liability due to adoption of ASU 2017-11 $ - $ - $ - $ 59,397 Conversion of promissory notes and accrued interest to common stock $ - $ - $ - $ 8,030,365 The accompanying notes are an integral part of these consolidated financial statements. F- 7 Relmada Therapeutics, Inc. Notes to Consolidated Financial Statements NOTE 1 - BUSINESS Relmada Therapeutics Inc. (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. On 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. 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. GAAP). 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. On 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. Change in Fiscal Year The 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. Liquidity As shown in the accompanying financial 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 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. Based on 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. F- 8 Relmada Therapeutics, Inc. Notes to 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 stock-based compensation expenses, the valuation of derivative liabilities and recorded amounts related to income taxes. Cash and Cash Equivalents The Company considers cash deposits and all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company’s cash deposits are held at two high-credit-quality financial institutions. The Company’s cash deposits of $2,495,397 at December 31, 2020 at these institutions exceed federally insured limits. Short-term Investments The 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. Short-term investments at December 31, 2020 consisted of mutual funds with a fair value of $114,595,525. Patents 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 Fixed 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. Leases The Company recognizes their leases with a term of greater than a year on the balance sheet by recording right-of-use assets and lease liabilities. Leases can be classified as either operating leases or finance leases. Operating leases will result in straight-line lease expense, while finance leases will result in front-loaded expense. The Company’s lease consists of an operating leases for office space. The Company does not recognize a lease liability or right-of-use asset on the balance sheet for short-term leases. Instead, the Company recognizes short-term lease payments as an expense on a straight-line basis over the lease term. A short-term lease is defined as a lease that, at the commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. F- 9 Relmada Therapeutics, Inc. Notes to Consolidated Financial Statements Fair Value of Financial Instruments The Company’s financial instruments primarily include cash, short term investments derivative liabilities and accounts payable. Due to the short-term nature of cash and accounts payable the carrying amounts of these assets and liabilities approximate their fair value. Derivatives are recorded at fair value at each period 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. 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 activity). The 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. Fair 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. F- 10 Relmada Therapeutics, Inc. Notes to Consolidated Financial Statements Income Taxes The Company accounts for income taxes using the asset and liability method. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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 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. Federal income tax return and various state returns. Uncertain tax positions taken on our tax returns will be accounted for as liabilities for unrecognized tax benefits. The Company will recognize interest and penalties, if any, related to unrecognized tax benefits in general and administrative expenses in the statements of operations. There were no liabilities recorded for uncertain tax positions at December 31, 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. 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 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. 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. 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. 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 losses in each period. F- 11 Relmada Therapeutics, Inc. Notes to Consolidated Financial Statements 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): Year ended December 31, (Unaudited) Year ended December 31, Six Months ended December 31, Year ended June 30, 2020 2019 2019 2019 Common stock warrants 2,670,633 3,646,872 3,646,872 4,429,982 Common stock options 3,905,737 3,615,602 3,615,602 1,473,314 Total 6,576,370 7,262,474 7,262,474 5,903,296 Recent Accounting Pronouncements In 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 permitted. 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. The Company adopted this standard effective January 1, 2020 and the standard did not have a significant impact on the Company’s financial statements. 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. NOTE 3 - PREPAID EXPENSES Prepaid expenses consisted of the following (rounded to nearest $00): December 31, 2020 December 31, 2019 June 30, 2019 Insurance $ 527,600 $ 223,600 $ 451,500 Research and Development 291,800 139,200 - Legal 11,000 11,000 7,500 Other 72,800 50,100 61,800 Total $ 903,200 $ 423,900 $ 520,800 F- 12 Relmada Therapeutics, Inc. Notes to Consolidated Financial Statements NOTE 4 - FIXED ASSETS Fixed assets consisted of the following (rounded to nearest $00): Useful lives December 31, 2020 December 31, 2019 June 30, 2019 Computer and software 3 years $ 16,700 $ 16,700 $ 16,700 Less: accumulated depreciation (15,400 ) (11,700 ) (9,500 ) Fixed assets, net $ 1,300 $ 5,000 $ 7,200 NOTE 5 - ACCRUED EXPENSES Accrued expenses consisted of the following (rounded to nearest $00): December 31, 2020 December 31, 2019 June 30, 2019 Research and development $ 2,183,800 $ 134,500 $ 563,400 Professional fees 150,900 172,900 98,400 Accrued bonus 1,444,900 50,000 - Accrued vacation 351,200 124,600 96,700 Legal Settlement - 250,000 500,000 Other 126,200 92,900 59,400 Total $ 4,257,000 $ 824,900 $ 1,317,900 F- 13 Relmada Therapeutics, Inc. Notes to Consolidated Financial Statements 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 matured 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. The interest rate was 2.35% per annum. The note matured on April 9, 2019 and was repaid. At December 31, 2020 and 2019 and June 30, 2019, the note payable outstanding balances were approximately $0, $110,200, and $364,200, respectively. NOTE 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. 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. 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 December 31, 2020 and 2019 and June 30, 2019. 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: Year ended Six months ended Year ended (Unaudited) December 31, December 31, December 31, June 30, 2020 2019 2019 2019 Beginning balance $ - $ - $ - $ 4,194,634 Adoption of ASU 2017-11 – warrants - - - (59,397 ) Fair value of derivative liabilities for redemption feature of promissory notes payable - - - - Change in fair value of derivative liabilities - - - 54,634 Extinguishment of derivative liabilities on conversion of promissory notes. - - - (4,189,871 ) Ending balance $ - $ - $ - $ - The Company had no financial liabilities classified as level 3 during the year ended December 31, 2020 and the six months ended December 31, 2019. F- 14 Relmada Therapeutics, Inc. Notes to Consolidated Financial Statements NOTE 8 - STOCKHOLDERS’ EQUITY Common Stock 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. During the six months ended December 31, 2019, the Company issued 61,484 shares of common stock for cashless exercise of 67,578 options. On May 15, 2020, the Company entered into an Open Market Sale Agreement with Jefferies LLC, as sales agent (“Jefferies”), pursuant to which the Company 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 agreement. During the six months ended December 31, 2019, the Company closed on a private placement of 3,833,334 shares of common stock. The price 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. 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 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. Date of closing Common Stock Issued Warrants issued Unit Price Net proceeds Warrant exercise price Warrant coverage October 12, 2018 501,027 325,668 $ 3.60 $ 1,630,991 $ 6.00 .65 October 18, 2018 410,084 266,555 $ 3.60 $ 1,287,007 $ 6.00 .65 November 2, 2018 374,864 243,662 $ 3.60 $ 1,215,242 $ 6.00 .65 December 5, 2018 334,694 217,550 $ 3.60 $ 1,083,307 $ 6.00 .65 February 12, 2019 201,389 130,903 $ 3.60 $ 725,000 $ 6.00 .65 March 27, 2019 178,572 89,286 $ 5.60 $ 1,000,000 $ 9.00 .50 May 14, 2019 569,083 284,541 $ 6.00 $ 3,168,865 $ 9.00 .50 June 14, 2019 612,914 306,456 $ 6.00 $ 3,274,331 $ 9.00 .50 June 20, 2019 720,799 360,399 $ 6.00 $ 4,059,050 $ 9.00 .50 June 28, 2019 71,689 35,845 $ 6.00 $ 395,863 $ 9.00 .50 Total 3,975,115 2,260,865 $ 17,839,656 F- 15 Relmada Therapeutics, Inc. Notes to Consolidated Financial Statements 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 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 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. 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 model. 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 model. 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. Ottavio 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 model. 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 model. 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 model. 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. F- 16 Relmada Therapeutics, Inc. Notes to Consolidated Financial Statements A 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 Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding and expected to vest at June 30, 2018 767,220 $ 5.80 8.8 $ 511,000 Granted 712,500 4.73 9.5 - Forfeited (6,406 ) - - - Outstanding and expected to vest at June 30, 2019 1,473,314 $ 5.18 8.6 $ 4,668,153 Granted 2,205,000 29.32 9.8 - Exercised (62,712 ) - - $ - Outstanding and expected to vest at December 31, 2019 3,615,602 $ 19.96 9.2 $ 74,837,043 Granted 1,000,000 39.50 9.3 - Exercised (253,927 ) - - - Forfeited (455,938 ) - - - Outstanding and expected to vest at December 31, 2020 3,905,737 $ 24.32 8.4 $ 48,952,339 Options exercisable at December 31, 2020 1,241,359 $ 16.73 7.7 $ 22,960,117 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: (Unaudited) Years Ended Years Ended Six Months ended Year ended December 31, December 31, December 31, June 30, 2020 2019 2019 2019 Risk free interest rate 0.36 to 0.83 % 1.73 to 2.37 % 1.73 to 1.79 % 2.37 to 2.69 % Dividend yield 0 % 0 % 0 % 0 % Volatility 101-108 % 101.5-108 % 107.4-108.2 % 101.5-102.3 % Expected term (in years) 6.25 5 to 6.25 5 to 6.25 6.25 F- 17 Relmada Therapeutics, Inc. Notes to Consolidated Financial Statements Warrants 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 at June 30, 2018 2,453,757 $ 15.845 Issued 2,691,123 $ 7.10 Exercised (25,004 ) $ 0.004 Forfeited/Expired (689,894 ) $ 18.94 Outstanding at June 30, 2019 4,429,982 $ 7.12 Issued 21,250 $ 10.25 Exercised (740,694 ) $ 7.80 Forfeited/Expired (63,666 ) $ 13.89 Outstanding at December 31, 2019 3,646,872 $ 6.83 Issued 250,000 $ 33.32 Exercised (1,211,199 ) $ 7.27 Forfeited/Expired (15,040 ) $ 16.80 Outstanding at December 31, 2020 2,670,633 $ 9.11 Warrants exercisable at December 31, 2020 2,646,257 $ 9.16 Included 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 dividends 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. The warrants 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. F- 18 Relmada Therapeutics, Inc. Notes to Consolidated Financial Statements 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 dividends. 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 dividends. 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. 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. 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 dividends. 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 $11,420,300. The exercise price ranges from $6.00 to $9.00, vested upon issuance, are non-cancellable and expire on the fifth anniversary from issuance. Variables used in the Black-Scholes option-pricing model include: (1) discount rates of 1.74-3.09% (2) expected life of 5 years, (3) expected volatility of 100.7-103.4%, and (4) zero expected dividends. 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. Stock-based compensation by class of expense The following summarizes the components of stock-based compensation expense which includes common stock, stock options, warrants and restricted stock in the consolidated statements of operations (rounded to nearest $00): (Unaudited) Year Ended Year Ended Six Months ended Year ended December 31, December 31, December 31, June 30, 2020 2019 2019 2019 Research and development $ 4,038,500 $ 360,900 $ 174,500 $ 215,900 General and administrative 16,738,800 2,804,300 2,192,500 998,100 Total $ 20,777,300 $ 3,165,200 $ 2,367,000 $ 1,214,000 NOTE 9 - INCOME TAXES No 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. F- 19 Relmada Therapeutics, Inc. Notes to Consolidated Financial Statements No 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. The components of the Company’s deferred tax assets are as follows at: December 31, 2020 December 31, 2019 June 30, 2019 Deferred tax assets: Federal net operating loss $ 15,227,000 $ 13,022,000 $ 13,555,000 State net operating loss 9,361,000 7,912,000 8,252,000 Research and development tax credits 3,407,000 1,499,000 1,230,000 Capitalized R&D 14,387,000 3,168,000 - Nonqualified Stock Options 7,352,000 172,000 - Accruals 645,000 133,000 206,000 Other 41,000 45,000 46,000 Less: valuation allowance (50,420,000 ) (25,951,000 ) (23,289,000 ) Total $ - $ - $ - 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. Most 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 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. 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 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 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 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 December 31, 2020. A reconciliation of the statutory tax rate to the effective tax rate is as follows: Year Ended December 31, 2020 (Unaudited) Year Ended December 31, 2019 Six Months Ended December 31, 2019 Year Ended June 30, 2019 Statutory federal income tax rate 21.00 % 21.00 % 21 % 21 % State (net of federal benefit) 15.50 % 16.21 % 11.96 % 9.5 % Non-deductible expenses 0.42 % (4.24 )% (5.75 )% (6.3 )% R&D Credit 3.21 % 3.02 % - % - % Other 1.01 % 1.08 % 5.27 % 1 % Change in valuation allowance (41.15 )% (37.07 )% (32.48 )% (25.2 )% Effective income tax rate 0 % 0 % 0 % 0 % The 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. F- 20 Relmada Therapeutics, Inc. Notes to Consolidated Financial Statements NOTE 10 - COMMITMENTS AND CONTINGENCIES License Agreements Wonpung 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 territory. Third Party Licensor Based upon a prior acquisition, the Company assumed an obligation to pay a third party (Dr. Charles E. 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 December 31, 2020, 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” and together with the Assignment Agreement, the Agreements) with Dr. Charles E. Inturrisi and Dr. Paolo Manfredi (collectively, the Licensor). Pursuant to the Agreements, Relmada assigned its existing rights, including patents and patent applications, to 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 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. Leases and Subleases 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 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 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 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. F- 21 Relmada Therapeutics, Inc. Notes 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: 2021 $ 90,348 2022 90,348 Total $ 180,696 Legal 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 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. 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. 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. Dr. 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. Wessel entered into a Separation and Severance Agreement with the Company. Pursuant to the terms of the agreement, the Company agreed to pay Dr. 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. Dr. 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. F- 22 NOTE 12 - OTHER POSTRETIREMENT BENEFIT PLAN 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. The 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. NOTE 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 achieved. On January 7, 2021, the Company awarded Drs. 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. The other 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. F- 23 Exhibits 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. 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; and ● 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. Investors should not rely on them as statements of fact. Exhibit Number Description 2.1 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). 3.1 (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). 3.2 (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). (v) Certificate of Change of Relmada Therapeutics, Inc. dated September 26, 2019 (incorporated by reference to Exhibit 3.1 of Relmada’s Form 8-K filed with the SEC on September 27, 2019). 3.3 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). 4.1 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). 4.2 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). 4.3 Form 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). 4.4 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). 40 Exhibit Number Description 4.5 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). 4.6 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). 4.7 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). 4.8 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). 4.9 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) 10.1 Agreement 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). 10.2 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 27, 2014). 10.6 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). 10.7 2012 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). 10.11 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) 10.13 Director 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) 10.14 Director 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) 10.15 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). 10.16 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). 10.17 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). 41 Exhibit Number Description 10.21 Assignment and Consent Agreement, dated June 6, 2017, among 275 Madison Avenue RPW 1 LLC, 275 Madison Avenue RPW 2, LLC, Actinium Pharmaceuticals, Inc. 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). 10.22 Lease 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). 10.23 Amended 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). 10.27 License Agreement, dated January 16, 2018, between Relmada Therapeutics, Inc. Dr. Charles E. 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). 10.28 Intellectual Property Assignment Agreement, dated January 16, 2018, between Relmada Therapeutics, Inc. Dr. Charles E. 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). 10.29 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). 10.30 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). 10.31 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). 10.32 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). 10.33 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). 42 Exhibit Number Description 10.36 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). 10.37 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). 10.38 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). 10.39 Amendment No. 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). 10.43 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). 10.44 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). 10.45 Confidential Information and Invention Assignment Agreement, dated July 29, 2019, by and between Charles S. Ence and Relmada Therapeutics, Inc. (incorporated by reference to Exhibit 10.3 of Relmada’s Form 8-K filed with the SEC on July 29, 2019). 10.46 Form of Share Purchase Agreement, dated September 23, 2019 and September 26, 2019, among Relmada Therapeutics, Inc. and certain accredited investors named therein (incorporated by reference to Exhibit 10.4 of Relmada’s Form 10-Q filed with the SEC on November 13, 2019). 10.47 Form of Registration Rights Agreement, dated September 23, 2019 and September 26, 2019, among Relmada Therapeutics, Inc. and certain accredited investors named therein (incorporated by reference to Exhibit 10.5 of Relmada’s Form 10-Q filed with the SEC on November 13, 2019). 10.48 Amended and Restated Unit Purchase Agreement dated November 27, 2019, between Relmada Therapeutics, Inc., and certain accredited investors (incorporated by reference to Exhibit 10.1 of Relmada’s Form 8-K filed with the SEC on December 3, 2019). 10.49 Amendment No.1 To License Agreement dated December 2, 2019, to the License Agreement dated January 16, 2018 between Relmada Therapeutics, Inc., and Dr. Charles E. 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). 10.50 Director Agreement, effective December 19, 2019, by and between Eric Schmidt and Relmada Therapeutics, Inc. (incorporated by reference to Exhibit 10.1 of Relmada’s Form 8-K filed with the SEC on December 26, 2019). 43 Exhibit Number Description 10.51 Indemnity Agreement, effective December 19, 2019, by and between Eric Schmidt and Relmada Therapeutics, Inc. (incorporated by reference to Exhibit 10.2 of Relmada’s Form 8-K filed with the SEC on December 26, 2019). 10.52 Director Agreement, effective December 19, 2019, by and between John Glasspool and Relmada Therapeutics, Inc. (incorporated by reference to Exhibit 10.3 of Relmada’s Form 8-K filed with the SEC on December 26, 2019). 10.53 Indemnity 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). 10.54 Employment Agreement, dated January 9, 2020, by and between Maged Shenouda and Relmada Therapeutics, Inc. (incorporated by reference to Exhibit 10.1 of Relmada’s Form 8-K filed with the SEC on January 10, 2020). 10.55 Employment Agreement, dated January 9, 2020, by and between Charles Ence and Relmada Therapeutics, Inc. (incorporated by reference to Exhibit 10.2 of Relmada’s Form 8-K filed with the SEC on January 10, 2020). 10.56 Amended and Restated Employment Agreement, dated January 9, 2020, by and between Sergio Traversa and Relmada Therapeutics, Inc. (incorporated by reference to Exhibit 10.3 of Relmada’s Form 8-K filed with the SEC on January 10, 2020). 10.57 Amendment No. 5 to Stock Option and Equity incentive Plan (incorporated by reference to Exhibit 10.1 of Relmada’s Form 8-K filed with the SEC on March 9, 2020). 10.58 Employment 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). 10.59 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). 10.60 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). 10.61* Relmada Therapeutics, Inc., 2021 Equity Incentive Plan 21.1 List of Subsidiaries (incorporated by reference to Exhibit 21.1 of Relmada’s Form 10-K filed with the SEC on September 9, 2014). 23.1 Consent of Marcum LLP 31.1* Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial and Accounting Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2* Certification of Principal Financial and Accounting Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS * XBRL Instance Document 101.SCH * XBRL Taxonomy Schema 101.CAL * XBRL Taxonomy Calculation Linkbase 101.DEF * XBRL Taxonomy Definition Linkbase 101.LAB* XBRL Taxonomy Label Linkbase 101.PRE * XBRL Taxonomy Presentation Linkbase * Filed herewith 44 SIGNATURES 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. Dated: March 24, 2021 RELMADA THERAPEUTICS, INC. By: /s/ Sergio Traversa Sergio Traversa Chief Executive Officer (Duly Authorized Officer and Principal Executive Officer) By: /s/ Maged Shenouda Maged Shenouda 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. Signature Title Date /s/ Sergio Traversa Chief Executive Officer, March 24, 2021 Sergio Traversa and Director /s/ Maged Shenouda Chief Financial Officer March 24, 2021 Maged Shenouda /s/ Charles J. Casamento Chairman of the Board March 24, 2021 Charles J. Casamento /s/ Paul Kelly Director March 24, 2021 Paul Kelly /s/ Eric Schmidt Director March 24, 2021 Eric Schmidt /s/ John Glasspool Director March 24, 2021 John Glasspool 45