What changed in this filing

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Item 1. Financial Statements

2021-08-10 compared with 2021-05-12 · 457 added, 766 removed, 190 unchanged (87% of the section changed)

5 unchanged sentences

Short-term investments

Lease payments receivable –

Lease payments receivable – short term

Prepaid expenses

1 unchanged sentence

Fixed assets, net of accumulated depreciation

Lease payments receivable –

Lease payments receivable – long term

$ 110,769,300

1 unchanged sentence

Commitments and Contingencies (See Note 8)

Liabilities and Stockholders’

Liabilities and Stockholders’ Equity

Current liabilities:

2 unchanged sentences

Total current liabilities

Stockholders’

Stockholders’ Equity:

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

5 unchanged sentences

( 179,315,303 )

Total stockholders’

Total liabilities and stockholders’

Total stockholders’ equity

Total liabilities and stockholders’ equity

$ 110,769,300

$ 118,186,204

The accompanying notes are an integral part of these unaudited condensed

consolidated financial statements.

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

Therapeutics, Inc.

Consolidated Statements of Operations

Three months ended March 31,

Three months ended

Six months ended

Operating expenses:

4 unchanged sentences

( 26,461,880 )

Other income (expenses):

( 12,757,202 )

( 48,867,083 )

( 22,731,640 )

Other (expenses) income:

Interest/investment income, net

Realized loss on short-term investments

Unrealized loss on short-term investments

Total other income (expenses), net

Realized (loss) gain on short-term investments

Unrealized (loss) gain on short-term investments

Total other (expenses) income

$ ( 26,551,944 )

$ ( 11,118,441 )

Net loss per common share –

basic and diluted

Weighted average number of common shares outstanding –

basic and diluted

The accompanying notes are an integral part of these unaudited condensed

consolidated financial statements.

$ ( 48,767,125 )

$ ( 21,791,757 )

Loss per common share – basic and diluted

Weighted average number of common shares outstanding – basic and diluted

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

Therapeutics, Inc.

Condensed Consolidated

Statements of Changes in Stockholders’

Three months ended March 31, 2021

Consolidated Statements of Stockholders’ Equity

Six months ended June 30, 2021

Balance - December 31, 2020

2 unchanged sentences

$ 105,582,746

Stock-based compensation expense

Warrants exercised for cash

Stock based compensation

Warrant exercised for cash

Options exercised for cash

3 unchanged sentences

( 201,530,484 )

Stock based compensation

Warrant exercised for cash

Options exercised for cash

ATM offering, net of offering costs

( 26,551,944 )

Three months ended March 31, 2020

( 26,551,944 )

Balance - June 30, 2021

$ 324,917,516

$ ( 228,082,428 )

Six months ended June 30, 2020

Balance - December 31, 2019

2 unchanged sentences

$ 115,678,294

Stock-based compensation expense

Warrants exercised for cash

Stock based compensation

Warrant exercised for cash

Cashless warrant exercise

4 unchanged sentences

( 130,532,225 )

Stock based compensation

Warrant exercised for cash

Cashless warrant exercise

Options exercised

ATM offering, net of offering costs

( 11,118,441 )

The accompanying notes are an integral part of these unaudited condensed

consolidated financial statements.

Relmada Therapeutics, Inc.

Condensed Consolidated Statements of Cash Flows

Three months ended March 31,

Balance - June 30, 2020

$ 273,868,163

$ ( 141,650,666 )

$ 132,233,349

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

Therapeutics, Inc.

Consolidated Statements of Cash Flows

Six months ended

Cash flows from operating activities

5 unchanged sentences

Realized loss on short-term investments

Unrealized loss on short-term investments

Unrealized loss (gain) on short-term investments

Change in operating assets and liabilities:

Other receivable

Lease payment receivable

4 unchanged sentences

( 33,296,890 )

( 8,378,419 )

Cash flows from investing activities

7 unchanged sentences

Principal payments of notes payable

Proceeds from issuance of common stock

Proceeds from options exercised for common stock

9 unchanged sentences

Cashless exercise of warrants for common stock

The accompanying notes are an integral part of these

unaudited condensed consolidated financial statements.

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

Therapeutics, Inc.

1 unchanged sentence

Therapeutics, Inc.

(Relmada or the Company) (a Nevada corporation), is a clinical-stage, publicly traded biotechnology company

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

Esmethadone is a New Chemical Entity (NCE) that potentially addresses areas of high unmet medical need in the treatment of central

nervous system (CNS) diseases and other disorders.

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.

(Relmada or the Company) (a Nevada corporation), is a clinical-stage, publicly traded biotechnology company focused

on the development of esmethadone (d-methadone, dextromethadone, REL-1017), an N-methyl-D-aspartate (NMDA) receptor antagonist.

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.

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

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

The Company is subject to risks

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

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

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

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

11 unchanged sentences

unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements

of the Company for the year ended December 31, 2020 and notes thereto contained in the Company’s Annual Report on Form 10-K.

As shown in the accompanying financial statements,

the Company incurred negative operating cash flows of $16,085,475 for the quarter ended March 31, 2021 and has an accumulated deficit

of $201,530,484 from inception through March 31, 2021.

At March 31, 2021, the Company had cash and short-term investments of $102,703,774.

Relmada has funded its past operations

through equity raises and most recently in the year ended December 31, 2020 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.

The Company also raised an

additional $1,928,279 during the three months ended March 31, 2021 from the exercises of options and warrants.

Management believes that their existing cash and

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

of these unaudited condensed consolidated quarterly 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

the Company incurred negative operating cash flows of $ 33,296,890 for the six months ended June 30, 2021 and has an accumulated deficit

of $ 228,082,428 from inception through June 30, 2021.

At June 30, 2021, the Company had cash and short term investments of $ 109,068,485 .

Relmada has funded its past operations through

equity raises and most recently in 2021 raised net proceeds from the sale of common stock of $ 23,458,050 through our ATM offering and

$ 1,941,955 through the exercise of warrants.

The Company also raised an additional $517,271 during the six months ended June 30, 2021

from the exercises of options.

Management believes that the Company’s existing cash and cash

equivalents will enable it to fund operating expenses and capital expenditure requirements for at least 12 months from the issuance of

these unaudited condensed consolidated quarterly 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.

2 unchanged sentences

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.

3 unchanged sentences

of Consolidation

The unaudited condensed 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.

Risks and Uncertainties

The ongoing pandemic may adversely affect our

Based on the Company’s current assessment, the Company does not expect any material impact on its long-term development

timeline and its liquidity due to the worldwide spread of the coronavirus (COVID-19) virus.

However, the Company is actively monitoring

this situation and the possible effects on its financial condition, liquidity, operations, suppliers, industry, and workforce.

unaudited condensed consolidated financial statements include the Company’s accounts and those of the Company’s wholly-owned

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

and Uncertainties

ongoing pandemic may adversely affect our business.

Based on the Company’s current assessment, the Company does not expect any

material impact on its long-term development timeline and its liquidity due to the worldwide spread of the coronavirus (COVID-19) virus.

However, the Company is actively monitoring this situation and the possible effects on its financial condition, liquidity, operations,

suppliers, industry, and workforce.

preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect

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

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

Actual results could differ from those

The significant estimates are the valuation of stock-based compensation expenses and recorded amounts related to income

GAAP requires management to make estimates and assumptions that affect the

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

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

Actual results could differ from those estimates.

The significant

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

and Cash Equivalents

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 at these institutions exceed federally insured limits.

Company’s investments consist entirely of mutual funds.

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 at these

institutions exceed federally insured limits.

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 Financial Accounting Standards Board (FASB) Accounting Standard Update (ASU) 2016-01, Financial

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

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

Changes in fair value of the securities

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

Short term investment activity is presented in the

investing activities section on the consolidated statement of cash flows.

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.

The Company has adopted Financial Accounting Standards Board (FASB) Accounting Standard Update (ASU) 2016-01, Financial Instruments

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

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

Changes in fair value of the securities are recorded

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

Short term investment activity is presented in the investing activities

section on the consolidated statement of cash flows.

related to filing and pursuing patent applications are recorded as general and administrative expense and expensed as incurred since

recoverability of such expenditures is uncertain.

assets are stated at cost less accumulated depreciation.

Fixed assets are comprised of computers and software.

Depreciation is

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

Computers and software have an estimated

useful life of three years.

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 .

Therapeutics, Inc.

1 unchanged sentence

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

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

Leases can be classified as either operating leases or finance leases.

Operating leases will result in straight-line

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

The Company’s lease consists of an operating leases

for office space.

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

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

lease is defined as a lease that, at the commencement date, has a lease term of 12 months or less and does not include an option

to purchase the underlying asset that the lessee is reasonably certain to exercise.

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.

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.

Value of Financial Instruments

Company’s financial instruments primarily include cash, short term investments, 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.

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.

Company’s financial instruments primarily include cash, short term investments, 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.

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

The fair value hierarchy is as follows:

1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability

to access at the measurement date.

2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly

or indirectly.

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

or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset

or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally

from or corroborated by market data by correlation or other means.

1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to

access at the measurement date.

2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.

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

or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as

interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market

data by correlation or other means.

3 Inputs - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable

(supported by little or no market activity).

The Company’s short-term investments of $98,899,732

at March 31, 2021 consist of mutual funds, bank deposits and money market funds and are classified using Level 1 inputs within the

fair value hierarchy because the value is based on quoted prices in active markets.

Unrealized gains and losses are recorded in the consolidated

statement of operations under other income.

The Company recorded an unrealized loss of $177,163, included in other income for the three

months ended March 31, 2021.

The Company’s short-term investment instruments

of $ 104,399,140 at June 30, 2021 consist of mutual funds, bank deposits and money market funds and are classified using Level 1 inputs

within the fair value hierarchy because the value is based on quoted prices in active markets.

Unrealized gains and losses are recorded

in the condensed consolidated statement of operations under other income.

The Company recorded an unrealized loss of $ 289,281 and $ 466,444

included in other income for the three and six months ended June 30, 2021, respectively.

The Company recorded an unrealized gain of $ 1,221,947

and $ 287,027 included in other income for the three and six months ended June 30, 2020, respectively.

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

Accordingly, deferred tax assets and liabilities are recognized

for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and

liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected

to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

on deferred tax assets and liabilities of a change in the tax rate is recognized in income or expense in the period that the change

is effective.

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

A valuation allowance is established

when it is more likely than not that all or a portion of a deferred tax asset will either expire before the Company is able to

realize the benefit, or that future deductibility is uncertain.

As of March 31, 2021 and December 31, 2020, the Company had recognized

a valuation allowance to the full extent of the Company’s net deferred tax assets since the likelihood of realization of

the benefit does not meet the more likely than not threshold.

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.

As of June 30, 2021 and December 31, 2020, the Company had recognized a valuation allowance to the full extent

of the Company’s net deferred tax assets since the likelihood of realization of the benefit does not meet the more likely than

not threshold.

Therapeutics, Inc.

3 unchanged sentences

Federal income tax return and various state returns.

Uncertain tax positions taken on the Company’s

tax returns will be accounted for as liabilities for unrecognized tax benefits.

The Company will recognize interest and penalties,

if any, related to unrecognized tax benefits in general and administrative expenses in the statements of operations.

no liabilities recorded for uncertain tax positions at March 31, 2021 and December 31, 2020.

The open tax years, subject to potential

examination by the applicable taxing authority, for the Company are from June 30, 2018 forward.

Uncertain tax positions taken on the Company’s tax returns

will be accounted for as liabilities for unrecognized tax benefits.

The Company will recognize interest and penalties, if any, related

to unrecognized tax benefits in general and administrative expenses in the statements of operations.

There were no liabilities recorded

for uncertain tax positions at June 30, 2021 and December 31, 2020.

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

taxing authority, for the Company are from June 30, 2018 forward.

and Development

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

stock-based compensation, and consultants.

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.

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

The Company analyzes the progress of studies, including

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

expensed and the related prepaid asset and accrued liability.

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

fair value of the award.

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

for the award - the requisite service period.

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

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

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.

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

of the award.

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

- the requisite service period.

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

model adjusted for the unique characteristics of those instruments.

Loss per Common Share

net loss per common share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders

by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents.

Diluted net loss per common share attributable to common stockholders is computed by dividing the net loss attributable to common

stockholders by the weighted-average number of common share equivalents outstanding for the period determined using the treasury-stock

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

stock awards, options and warrants to purchase common stock.

For all periods presented, there is no difference in the number of

shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position.

the three months ended March 31, 2021 and 2020, the potentially dilutive securities that would be anti-dilutive due to the Company’s

Basic net loss per common share attributable

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

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

Diluted net loss per common share attributable

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

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

Dilutive common stock equivalents are comprised

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

For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due

to the Company’s net loss position.

the six months ended June 30, 2021 and 2020, 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):

Three months ended

The anti-dilutive securities

are as follows (in common stock equivalent shares):

Six months ended

Stock options

Common stock warrants

Therapeutics, Inc.

to Unaudited Condensed Consolidated Financial Statements

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

The Company adopted this standard effective January 1, 2021 and the standard did not have a significant

impact on our consolidated financial statements.

Company’s management reviewed all material events through the date the financial statements were issued for subsequent event

disclosure consideration.

3 - PREPAID EXPENSES

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

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent Accounting Pronouncements

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic

Simplifying the Accounting for Income Taxes , which is intended to simplify various aspects related to accounting for income

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.

The Company adopted this standard effective January 1, 2021 and the standard did not have a significant impact

on our condensed consolidated financial statements.

In May 2021, the FASB issued ASU No.

2021-04, Earnings

Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718),

and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) .

ASU 2021-04 outlines how an entity should

account for modifications made to equity-classified written call options, including stock options and warrants to purchase the entity’s

own common stock.

The guidance in the ASU requires an entity to treat a modification of an equity-classified written call options that

does not cause the option to become liability-classified as an exchange of the original option for a new option.

This guidance applies

whether the modification is structured as an amendment to the terms and conditions of the equity-classified written call option or as

termination of the original option and issuance of a new option.

The guidance is effective prospectively for fiscal years beginning after

December 15, 2021, including interim periods within those fiscal years.

Early adoption is permitted, including in an interim period as

of the beginning of the fiscal year that includes that interim period.

The Company is currently in the process of evaluating the impact

of this new guidance on the condensed consolidated financial statements and the related disclosures.

Subsequent Events

The Company’s management reviewed all material

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

NOTE 3 - PREPAID EXPENSES

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

Research and Development

4 - FIXED ASSETS

assets, net of accumulated depreciation, consisted of the following (rounded to nearest $00):

NOTE 4 - FIXED ASSETS

Fixed assets, net of accumulated depreciation, consisted of the following

(rounded to nearest $00):

Computer and Software

accumulated depreciation

For the three months ended March 31, 2021 and

For the six months ended June 30, 2021 and 2020,

the Company recognized depreciation expense of approximately $ 1,300 and $ 2,100 , respectively.

Therapeutics, Inc.

to Unaudited Condensed Consolidated Financial Statements

5 - ACCRUED EXPENSES

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

NOTE 5 - ACCRUED EXPENSES

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

Research and development

2 unchanged sentences

Accrued vacation

6 - STOCKHOLDERS’

During the three months ended March 31, 2021,

the Company issued 273,491 shares of common stock for cash exercises of warrants for proceeds of $1,460,506.

During the three months ended March 31, 2021,

the Company issued 141,625 shares of common stock for cash exercise of options for proceeds of $467,773.

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 March 31, 2021, there were no shares available for future grants under the

2014 Plan and grants under the plan exceeded the total authorized options under the Plan by approximately 13,000.

In the event the 2021

Incentive Plan is not approved these options will be cancelled.

On March 19, 2021, the Company’s Board of Directors adopted, and

at the annual shareholder meeting on May 20, 2021, Shareholders will be asked to approve a new 2021 Equity Incentive Plan which would

allow for 1,500,000 shares to be available for future grants under the Plan.

of March 31, 2021, no stock appreciation rights have been issued.

Company utilizes the Black-Scholes option pricing model to estimate the fair value of stock options and warrants.

The risk-free

interest rate assumptions were based upon the observed interest rates appropriate for the expected term of the equity instruments.

The expected dividend yield was assumed to be zero as the Company has not paid any dividends since its inception and does not

anticipate paying dividends in the foreseeable future.

The expected volatility was based on historical volatility.

routinely reviews its calculation of volatility changes in future volatility, the Company’s life cycle, its peer group,

and other factors.

Therapeutics, Inc.

to Unaudited Condensed Consolidated Financial Statements

6 - STOCKHOLDERS’

EQUITY (continued)

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

NOTE 6 - STOCKHOLDERS’ EQUITY

During the six months ended June 30, 2021, the

Company issued 335,550 shares of common stock, for cash exercises of warrants for proceeds of $ 1,941,955 .

During the six months ended June 30, 2021, the

Company also issued 148,656 shares of common stock for cash exercises of options for proceeds of $ 517,271 .

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 six months ended June 30, 2021, the Company

issued 651,674 shares of common stock for net cash proceeds of approximately $ 23,500,000 under the agreement.

During the six months ended

June 30, 2020 the Company issued 427,700 shares of common stock for net cash proceeds of approximately $ 19,900,000 under the agreement.

Options and Warrants

In December 2014, the Board of Directors adopted and

the shareholders approved Relmada’s 2014 Stock Option and Equity Incentive Plan, as amended, which allows for the granting of common

stock awards, stock appreciation rights, and incentive and nonqualified stock options to purchase shares of the Company’s common

stock to designated employees, non-employee directors, and consultants and advisors.

In May 2021 the shareholders approved Relmada’s Board of Director

approved 2021 Equity Incentive Plan which allows for the granting of 1,500,000 options or other stock awards.

These combined plans allow for the granting of

up to 6,652,942 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 June 30, 2021, there were 1,493,986 shares available

for future grants under the combined Equity Incentive Plans.

As of June 30, 2021, no stock appreciation rights

have been issued.

The Company utilizes the Black-Scholes option

pricing model to estimate the fair value of stock options and warrants.

The risk-free interest rate assumptions were based upon the observed

interest rates appropriate for the expected term of the equity instruments.

The expected dividend yield was assumed to be zero as the

Company has not paid any dividends since its inception and does not anticipate paying dividends in the foreseeable future.

volatility was based on historical volatility.

The Company routinely reviews its calculation of volatility changes in future volatility,

the Company’s life cycle, its peer group, and other factors.

The Company uses the simplified method for share-based

2 unchanged sentences

1,490,000 options to employees and directors with an exercise price of $33.43 and a 10-year term vesting over a 4-year period.

options granted include time based vesting grants and performance vesting based on the Company’s achievement of performance

The options have an aggregate fair value of $ 39.7 million calculated using the Black-Scholes option-pricing model.

2 unchanged sentences

of 101 %, and (4) zero expected dividends.

As of March 31, 2021, performance metrics relating to the start of the Company’s second

Phase 3 trial for 104,000 options were met.

Vesting of such options is subject to the passage of time.

At March 31, 2021, the Company

incurred expense of $157,302 related to these options.

On February 18, 2021, the Company awarded a total of 25,000 options

to an employee with an exercise price of $35.15 and a 10-year term, vesting over a 4-year period.

The options have an aggregate fair value

of $701,000 calculated using the Black-Scholes option-pricing model.

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

(1) discount rate of 0.75% (2) expected life of 6.25 years, (3) expected volatility of 101%, and (4) zero expected dividends.

At March 31, 2021, the Company has unrecognized stock-based compensation

expense of approximately $85.7 million related to unvested stock options over the weighted average remaining service period of 3.23 years.

summary of the changes in options during the three months ended March 31, 2021 is as follows:

Outstanding and expected to vest at December 31, 2020

Outstanding and expected to vest at March 31, 2021

Options exercisable at March 31, 2021

Therapeutics, Inc.

to Unaudited Condensed Consolidated Financial Statements

6 - STOCKHOLDERS’

EQUITY (continued)

summary of the changes in outstanding warrants during the three months ended March 31, 2021 is as follows:

Outstanding and vested at December 31, 2020

Outstanding at March 31, 2021

Vested at March 31, 2021

At March 31, 2021, the

Company had approximately $13.6 million of unrecognized compensation expense related to outstanding warrants.

On January 6, 2021, the Company awarded a total of 400,000 warrants to

consultants with an exercise price of $33.43 and a 10-year term, vesting over 4-year period.

The warrants granted include time based vesting

grants and performance vesting based on the Company’s achievement of performance metrics.

The warrants have an aggregate

fair value of $10.6 million calculated using the Black-Scholes option-pricing model.

As of June 30, 2021, four performance metrics for 364,000 options were met.

Vesting of such

options is subject to the passage of time.

At June 30, 2021, the Company incurred expense of $ 1,154,180 related to these options.

On February 18, 2021, the Company awarded a total

of 25,000 options to an employee with an exercise price of $ 35.15 and a 10 -year term, vesting over a 4 -year period.

The options have an

aggregate fair value of $ 701,000 calculated using the Black-Scholes option-pricing model.

Variables used in the Black-Scholes option-pricing

1 unchanged sentence

(1) discount rate of 0.75 % (2) expected life of 6.25 years, (3) expected volatility of 101 %, and (4) zero expected dividends.

As of March 31, 2021, performance metrics relating to the start of the Company’s second Phase 3 trial for 40,000 warrants were met.

Vesting of such options is subject to the passage of time.

At March 31, 2021, the Company incurred expense of $60,501 related to these

At March 31, 2021 and December 31, 2020, the aggregate

intrinsic value of warrants vested and outstanding was approximately $61.1 million and $61.2 million, respectively.

The following summarizes the components of stock-based compensation

expense which includes stock options and warrants in the unaudited condensed consolidated statements of operations for the three months

ended March 31, 2021 and 2020 (rounded to nearest $00):

Three Months Ended

At June 30, 2021, the Company has unrecognized stock-based

compensation expense of approximately $ 78.4 million related to unvested stock options over the weighted average remaining service period

of 3.00 years.

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

NOTE 6 - STOCKHOLDERS’ EQUITY (continued)

A summary of the changes in options during the

six months ended June 30, 2021 is as follows:

Outstanding and expected to vest at December 31, 2020

Outstanding and expected to vest at June 30, 2021

Options exercisable at June 30, 2021

A summary of the changes in outstanding warrants during the six months

ended June 30, 2021 is as follows:

Outstanding and vested at December 31, 2020

Outstanding at June 30, 2021

Vested at June 30, 2021

At June 30, 2021, the Company had approximately $ 13.3

million of unrecognized compensation expense related to outstanding warrants.

On January 6, 2021, the Company awarded a total of

400,000 warrants to consultants with an exercise price of $ 33.43 and a 10 -year term, vesting over 4 -year period.

The warrants granted

include time based vesting grants and performance vesting based on the Company’s achievement of performance metrics.

have an aggregate fair value of $ 10.6 million calculated using the Black-Scholes option-pricing model.

Variables used in the Black-Scholes

option-pricing model include:

(1) discount rate of 0.59 % (2) expected life of 6.25 years, (3) expected volatility of 101 %, and (4) zero

expected dividends.

As of June 30, 2021, four performance metrics for 140,000 warrants were met.

Vesting of such options is subject to

the passage of time.

At June 30, 2021, the Company incurred expense of $ 443,916 related to these warrants.

On June 18, 2021, the Company awarded a total of 10,000 warrants to

a consultant with an exercise price of $ 30.90 and a 5 -year term, vesting over a 1 -year period.

The warrants granted are time based vesting.

The warrants have an aggregate fair value of $ 190,401 calculated using the Black-Scholes option-pricing model.

Variables used in the Black-Scholes

option-pricing model include:

(1) discount rate of 0.47 % (2) expected life of 3.00 years, (3) expected volatility of 100 %, and (4) zero

expected dividends.

On June 25, 2021, the Company awarded a total

of 10,000 warrants to a consultant with an exercise price of $ 34.35 and a 5 -year term, vesting over a 1 -year period.

The warrants granted

are time based vesting.

The warrants have an aggregate fair value of $ 211,653 calculated using the Black-Scholes option-pricing model.

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

(1) discount rate of 0.48 % (2) expected life of 3.00 years, (3) expected

volatility of 100 %, and (4) zero expected dividends.

At June 30, 2021, the aggregate intrinsic value

of warrants vested and outstanding was approximately $ 52.4 and $ 52.5 , respectively.

At December 31, 2020, the aggregate intrinsic

value of warrants vested and outstanding was approximately $ 61.0 and $ 61.2 million, respectively.

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

NOTE 6 - STOCKHOLDERS’ EQUITY (continued)

The following summarizes the components of stock-based

compensation expense which includes stock options and warrants in the unaudited consolidated statements of operations for the six months

ended June 30, 2021 and 2020 (rounded to nearest $00):

Research and development

General and administrative

7 - RELATED PARTY TRANSACTIONS

March 6, 2020, Dr.

Ottavio Vitolo , the Company’s Chief Medical

Officer and Head of Research and Development , 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.

NOTE 7 - RELATED PARTY TRANSACTIONS

Effective March 6, 2020, Dr.

Ottavio Vitolo, the Company’s

Chief Medical Officer and Head of Research and Development, entered into a Separation and Severance Agreement with the Company.

to the terms of the agreement, the Company agreed to pay Dr.

Vitolo severance of $ 200,000 in accordance with his employment contract.

In addition, Dr.

Vitolo’s options granted under the Company’s 2014 Stock Option

and Equity Incentive Plan continued to vest until September 6, 2020.

Vitolo had until March 6, 2021 to exercise his vested

options and he was allowed to use a cashless exercise provision to exercise his vested options.

As of March 31, 2021, the remaining vested

options have been forfeited.

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.

Vitolo’s options granted under the Company’s 2014 Stock Option and Equity Incentive Plan continued to vest

until September 6, 2020.

Vitolo had until March 6, 2021 to exercise his vested options and he was allowed to use a cashless exercise

provision to exercise his vested options.

On March 6, 2021, the remaining vested options were forfeited.

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.

Thomas Wessel, the Company’s

Executive Vice President, Head of Research and Development, entered into a Separation and Severance Agreement with the Company.

to the terms of the agreement, the Company agreed to pay Dr.

Wessel severance of $237,500 in accordance with his employment contract.

Thomas Wessel,

the Company’s Executive Vice President, Head of Research and Development, entered into a Separation and Severance Agreement with

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 continue to vest

until June 30, 2021.

Wessel shall have until December 31, 2021 to exercise his vested options and he shall be allowed to use a cashless

exercise provision to exercise his vested options.

The agreement also contains customary confidentiality, release, and non-disparagement

provisions, and the Company agreed to pay accrued vacation time totaling approximately $28,940.

Therapeutics, Inc.

to Unaudited Condensed Consolidated Financial Statements

8 - COMMITMENTS AND CONTINGENCIES

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.

parties cannot agree to terms of a license agreement then the Company shall be able to engage in discussions with other potential licensors.

As of March 2021, no discussions are active between the Company and Wonpung.

Company received an upfront license fee of $1,500,000 and will earn royalties of up to 12% of net sales for up to two licensed

products it is currently developing.

The licensing terms for the ROFR products are subject to future negotiations and binding

The terms of each licensing agreement will expire on the earlier of any time from 15 years to 20 years after licensing

or on the date of commercial availability of a generic product to such licensed product in the licensed territory.

Party Licensor

Wessel’s options granted under the Company’s 2014 Stock Option and Equity Incentive

Plan continue to vest until June 30, 2021.

Wessel shall have until December 31, 2021 to exercise his vested options and he shall be

allowed to use a cashless exercise provision to exercise his vested options.

The agreement also contains customary confidentiality, release,

and non-disparagement provisions, and the Company agreed to pay accrued vacation time totaling approximately $ 28,940 .

NOTE 8 - COMMITMENTS AND CONTINGENCIES

License Agreements

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

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

Wonpung has exclusive territorial rights in countries

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

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

If the parties

cannot agree to terms of a license agreement then the Company shall be able to engage in discussions with other potential licensors.

of August 10, 2021, no discussions are active between the Company and Wonpung.

The Company received an upfront license fee of

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

The licensing

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

The terms of each licensing agreement will expire

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

such licensed product in the licensed territory.

Third Party Licensor

Based upon a prior acquisition, the Company assumed

an obligation to pay a third party (Dr.

an obligation to pay third parties (Dr.

Inturrisi and Dr.

Paolo Manfredi –

Paolo Manfredi – see below):

(A) royalty payments up to 2%

5 unchanged sentences

of product that has more than one active pharmaceutical ingredient, respectively.

As of March 31, 2021, the Company has not generated

any revenue related to this license agreement.

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.

As of June 30, 2021, the Company has not generated any

revenue related to this license agreement.

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

NOTE 8 - COMMITMENTS AND CONTINGENCIES (continued)

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.

Inturrisi and Dr.

Paolo Manfredi

(collectively, the Licensor).

Pursuant to the Agreements, Relmada assigned its existing rights, including patents and patent applications,

to d-methadone in the context of psychiatric use (the Existing Invention) to Licensor.

Licensor then granted Relmada under the License

Agreement a perpetual, worldwide, and exclusive license to commercialize the Existing Invention and certain further inventions regarding

d-methadone in the context of other indications such as those contemplated above.

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:

Paolo Manfredi (collectively, the Licensor).

Pursuant to the Agreements,

Relmada assigned its existing rights, including patents and patent applications, to d-methadone in the context of psychiatric use (the

Existing Invention) to Licensor.

Licensor then granted Relmada under the License Agreement a perpetual, worldwide, and exclusive license

to commercialize the Existing Invention and certain further inventions regarding d-methadone.

In 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

5 unchanged sentences

received by Relmada for sublicenses granted under the License Agreement.

of March 31, 2021, no events have occurred, and the Company continues to pay Licensor $45,000 every three months.

time to time, the Company may become involved in lawsuits and other legal proceedings that arise in the course of business.

is subject to inherent uncertainties, and it is not possible to predict the outcome of litigation with total confidence.

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

Therapeutics, Inc.

to Unaudited Condensed Consolidated Financial Statements

8 - COMMITMENTS AND CONTINGENCIES (continued)

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.

Subsequent to March 31, 2021, the Company settled

this Complaint for an amount immaterial to the consolidated financial statements.

The Company’s corporate headquarters are

As of June 30, 2021, no events have occurred, and the Company

continues to pay Licensor $ 45,000 every three months.

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.

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 Previous Employee

On July 15, 2020, an employee of the Company filed a Complaint alleging

unequal pay based on gender and other employment-based claims.

On April 9, 2021, the Company settled this Complaint for an amount immaterial

to the consolidated financial statements.

Leases and Sublease

The Company’s corporate headquarters are

located at 880 Third Avenue, 12th Floor, New York, New York 10022 pursuant to a lease agreement for a period of one year.

In accordance with ASU 2016-02,

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

The monthly rent is approximately

For the three months ended March 31, 2021 and 2020, the Company recognized lease expense of approximately $15,900 and $41,600,

respectively.

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.

In accordance

with ASC 842, Leases , the Company has elected the practical expedient and recognizes rent expense evenly over the 12 months.

monthly rent is approximately $ 8,800 .

For the six months ended June 30, 2021 and 2020, the Company recognized lease expense of approximately

$ 38,700 and $ 83,000 , respectively.

On June 8, 2017, the Company entered into an Amended

and Restated License Agreement with Actinium.

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

fixtures, equipment and tenant improvements located in its office (“FFE”) for a license fee of $7,529 per month until December

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.

At inception, the Company derecognized the underlying assets of $493,452, recognized discounted lease payments receivable of $397,049

using the discount rate of 8.38% and recognized loss on sales-type lease of fixed assets of $96,403.

For the three months ended

March 31, 2021 and 2020, the Company recognized lease income of approximately $3,300 and $4,900, respectively.

As of March 31,

2021, the balance of unearned interest income was approximately $11,500.

following tables sets forth our contractual obligations for the next five years and thereafter:

At inception, the Company derecognized the underlying assets of

$493,452, recognized discounted lease payments receivable of $397,049 using the discount rate of 8.38% and recognized loss on sales-type

lease of fixed assets of $96,403.

For the six months ended June 30, 2021 and 2020, the Company recognized lease income of approximately

$ 6,300 and $ 9,400 , respectively.

As of June 30, 2021, the balance of unearned interest income was approximately $ 8,600 .

Contractual Obligations

The following tables sets forth our contractual

obligations for the next five years and thereafter:

Total obligations

NOTE 9 - OTHER POST-RETIREMENT BENEFIT PLAN

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 $40,320

and $8,058 for the three months ended March 31, 2021 and 2020, respectively.

10 - SUBSEQUENT EVENTS

Subsequent to March 31, 2021, 48,182 outstanding warrants and options were

exercised for total cash proceeds of approximately $367,800.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

FORWARD-LOOKING

STATEMENT NOTICE

Quarterly Report on Form 10-Q (this Report) contains forward looking statements that involve risks and uncertainties, principally

in the sections entitled “Description of Business,”

“Risk Factors,”

and “Management’s Discussion

and Analysis of Financial Condition and Results of Operations.”

All statements other than statements of historical fact

contained in this Quarterly Report, including statements regarding future events, our future financial performance, business strategy

and plans and objectives of management for future operations, are forward-looking statements.

We have attempted to identify forward-looking

statements by terminology including “anticipates,”

“believes,”

“can,”

“continue,”

“could,”

“estimates,”

“expects,”

“intends,”

“may,”

“plans,”

“potential,”

“predicts,”

“should,”

or “will”

or the negative of these terms or

other comparable terminology.

Although we do not make forward-looking statements unless we believe we have a reasonable basis

for doing so, we cannot guarantee their accuracy.

These statements are only predictions and involve known and unknown risks, uncertainties

and other factors, including the risks outlined under “Risk Factors”

or elsewhere in this Quarterly Report, which

may cause our or our industry’s actual results, levels of activity, performance or achievements expressed or implied by

these forward-looking statements.

Moreover, we operate in a very competitive and rapidly changing environment.

New risks emerge

from time to time and it is not possible for us to predict all risk factors, nor can we address the impact of all factors on our

business or the extent to which any factor, or combination of factors, may cause our actual results to differ materially from

those contained in any forward-looking statements.

All forward-looking statements included in this document are based on information

available to us on the date hereof, and we assume no obligation to update any such forward-looking statements.

should not place undue reliance on any forward-looking statement, each of which applies only as of the date of this Quarterly

Report on Form 10-Q.

Before you invest in our securities, you should be aware that the occurrence of the events described in the

section entitled “Risk Factors”

and elsewhere in this Quarterly Report could negatively affect our business, operating

results, financial condition and stock price.

Except as required by law, we undertake no obligation to update or revise publicly

any of the forward-looking statements after the date of this Quarterly Report on Form 10-Q to conform our statements to actual

results or changed expectations.

Therapeutics, Inc.

(Relmada or the Company, we or us) (a Nevada corporation), is a clinical-stage 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.

lead product candidate, esmethadone, is an NCE being developed as a rapidly acting, oral agent for the treatment of depression

and other potential indications.

We have previously completed Phase 1 single and multiple ascending dose studies and on October

15, 2019 we reported top-line data from study REL-1017-202.

This was a double-blind, placebo-controlled Phase 2 clinical trial

evaluating the safety, tolerability and efficacy of two oral doses of REL-1017, 25 mg once a day and 50 mg once a day, as an adjunctive

treatment in patients with major depressive disorder (MDD), who experienced an inadequate response to 1 to 3 adequate antidepressant

treatments with an antidepressant medication.

the REL-1017-202 study, 62 subjects, average age 49.2 years, with an average Hamilton Depression Rating Scale score of 25.3 and

an average Montgomery-Asberg Depression Rating Scale (MADRS) score of 34.0 (severe depression), were randomized.

Other demographic

characteristics were balanced across all arms.

After an initial screening period, subjects were randomized to one of three arms:

placebo, REL-1017 25 mg or REL-1017 50 mg, in addition to stable background antidepressant therapy.

Subjects in the REL-1017 treatment

arms received one loading dose of either 75 mg (25 mg arm) or 100 mg (50 mg arm) of REL-1017.

Subjects were treated inpatient

for 7 days and discharged home at Day 9.

They returned for follow-up visits at Day 14 and Day 21.

Efficacy was measured on Days

2, 4 and 7 in the dosing period and on Day 14, one week after treatment discontinuation.

61 subjects received all treatment doses

and were included in the per-protocol population (PPP) treatment analysis;

57 subjects completed all visits.

All 62 randomized

subjects were part of the intention-to-treat (ITT) analysis.

No differences were observed between the ITT and PPP analyses and

observed that subjects in both the REL-1017 25 mg and 50 mg treatment groups experienced statistically significant improvement

on all efficacy measures tested as compared to subjects in the placebo group, including:

the Montgomery-Asberg Depression Rating

Scale (MADRS);

the Clinical Global Impression –

Severity (CGI-S) scale;

the Clinical Global Impression –

(CGI-I) scale;

and the Symptoms of Depression Questionnaire (SDQ).

on the MADRS endpoint appeared on Day 4 in both REL-1017 dose groups and continued through Day 7 and Day 14, seven days after

treatment discontinuation, with P values< 0.03 and large effect sizes (a measure of quantifying the difference between two

groups), ranging from 0.7 to 1.0.

Similar findings emerged from the CGI-S and CGI-I scales.

Analysis of Change from Baseline to Day 7 and to Day 14 ITT Population

Means Difference

REL-1017 25mg vs Placebo

REL-1017 50mg vs Placebo

= Least Squares;

d = Cohen’s effect size

study also confirmed the favorable tolerability profile of REL-1017, which was also observed in the Phase 1 studies.

experienced mild and moderate adverse events (AEs), and no serious adverse events, without significant differences between placebo

and treatment groups.

The AEs observed in the Phase 2a clinical study were of the same nature as those observed in the Phase 1

clinical studies in d-Methadone, and there was no evidence of either treatment induced psychotomimetic and dissociative AEs or

withdrawal signs and symptoms upon treatment discontinuation.

December 20, 2020, we announced that the first patient had been enrolled in the first Phase 3 clinical trial (RELIANCE I) for the

Company’s lead product candidate, REL-1017, as an adjunctive treatment for major depressive disorder (MDD).

On April 1 st , 2021, Relmada announced the initiation of RELIANCE II, the second of two sister pivotal

Phase 3 clinical trials (RELIANCE I and RELIANCE II) for the Company’s lead product candidate, REL-1017, as an adjunctive treatment

Following discussions with the Food and Drug Administration

(FDA), Relmada’s Phase 3 program includes the following key attributes:

The Phase 3 program consists of two sister, two-arm, placebo-controlled clinical trials.

Each trial will be conducted in 55 clinical

sites in the United States and will include approximately 400 MDD patients with inadequate response to standard

antidepressants in their current depression episode.

Patients will add either a 25 mg oral dose of REL-1017 once per

day or placebo to their ongoing antidepressant treatment.

The primary endpoint to be evaluated will be the change from baseline on

the Montgomery and Asberg Depression Rating Scale (MADRS) score at day-28 for REL-1017 compared to placebo.

Success on this endpoint

with the collection of sufficient safety data could support the use of REL-1017 for chronic treatment, if approved.

The change from baseline and the 7-day MADRS score will serve as a key

secondary endpoint and will provide information on the time to treatment effect.

The Company expects

to initiate the second Phase 3 trial, RELIANCE II, in the first half of 2021.

Patients who complete RELIANCE I and RELIANCE

II will be eligible to rollover into the long-term, open-label study, which is also expected to include subjects who had not

previously participated in a REL-1017 clinical trial.

Upcoming Anticipated Milestones

expect multiple key milestones over the next 12-18 months.

These include:

Start of Phase 2

monotherapy MDD trial in the first half of 2021.

Results of oxycodone human abuse potential study in mid 2021.

Results of IV ketamine

human abuse potential study in the fourth quarter of 2021.

Results of RELIANCE

I and RELIANCE II adjunctive MDD trials in the first half of 2022.

Development Program

(d-Methadone, dextromethadone, REL-1017) as a treatment for MDD

2014, the National Institute of Mental Health (NIMH) estimated that 15.7 million adults aged 18 or older in the United States

had at least one major depressive episode in the past year.

According to data from nationally representative surveys supported

by NIMH, only about half of Americans diagnosed with major depression in a given year receive treatment.

Of those receiving treatment

with as many as four different standard antidepressants, 33% of drug-treated depression patients do not achieve adequate therapeutic

benefits according to the Sequenced Treatment Alternatives to Relieve Depression (STAR*D) trial published in the American Journal

of Psychiatry.

addition to the high failure rate, only one of the marketed products for depression, esketamine (marketed by Johnson and Johnson

as Spravato), an in-clinic nasal spray treatment can demonstrate rapid antidepressant effects, while the other currently approved

products can take two to four weeks to show activity.

The urgent need for improved, faster acting antidepressant treatments is

underscored by the fact that severe depression can be life-threatening, due to heightened risk of suicide.

Overview and Mechanism of Action

Esmethadone’s

mechanism of action, as a low affinity, non-competitive NMDA channel blocker or antagonist, is fundamentally differentiated from

most currently FDA-approved antidepressants, as well as all atypical antipsychotics used adjunctively with standard, FDA-approved

antidepressants.

Working through the same brain mechanisms as ketamine and esketamine but potentially lacking its adverse side

effects, esmethadone is being developed as a rapidly acting, oral agent for the treatment of depression and potentially other

CNS conditions.

chemistry an enantiomer, also known as an optical isomer, is one of two stereoisomers that are mirror images of each other that

are non-superimposable (not identical), much as one’s left and right hands are the same except for being reversed along

A racemic compound, or racemate, is one that has equal amounts of left- and right-handed enantiomers of a chiral molecule.

For racemic drugs, often only one of a drug’s enantiomers is responsible for the desired physiologic effects, while the

other enantiomer is less active or inactive.

a single isomer of racemic methadone, esmethadone has been shown to possess NMDA antagonist properties with virtually no traditional

opioid or ketamine-like adverse events at the expected therapeutic doses.

In contrast, racemic methadone is associated with common

opioid side effects that include anxiety, nervousness, restlessness, sleep problems (insomnia), nausea, vomiting, constipation,

diarrhea, drowsiness, and others.

It has been shown that the left (levo) isomer, l-methadone, is largely responsible for methadone’s

opioid activity, while the right (dextro) isomer, esmethadone, at the currently therapeutic doses used in development is virtually

inactive as an opioid while maintaining affinity for the NMDA receptor.

receptors are present in many parts of the CNS and play important roles in regulating neuronal activity and promoting synaptic

plasticity in brain areas important for cognitive functions such as executive function, learning and memory.

Based on these premises,

esmethadone could show benefits in several different CNS indications.

(d-methadone, dextromethadone, REL-1017) in other indications

addition to developing esmethadone as an adjunctive treatment of MDD, we are planning to evaluate the utility of esmethadone as

a front line monotherapy treatment for MDD.

Additionally,

other indications that Relmada may explore in the future, include, restless leg syndrome and other glutamatergic system activation

related diseases.

Corporate History and Background

are a clinical-stage, publicly traded biotechnology company developing NCEs and novel versions of proven drug products that potentially

address areas of high unmet medical need in the treatment of depression and other CNS diseases.

none of our product candidates have been approved for sale in the United States or elsewhere.

We have no commercial products nor

do we have a sales or marketing infrastructure.

In order to market and sell our products we must conduct clinical trials on patients

and obtain regulatory approvals from appropriate regulatory agencies, like the FDA in the United States, and similar organizations

elsewhere in the world.

We have not generated revenues and do not anticipate

generating revenues for the foreseeable future.

We had net loss of $22,215,181 for the three months ended March 31, 2021.

2021, we have an accumulated deficit of $201,530,484.

strategy is to leverage our considerable industry experience, understanding of CNS markets and development expertise to identify,

develop and commercialize product candidates with significant market potential that can fulfill unmet medical needs in the treatment

of CNS diseases.

We have assembled a management team along with both scientific and business advisors, including recognized experts

in the fields of depression, with significant industry and regulatory experience to lead and execute the development and commercialization

of esmethadone.

plan to further develop esmethadone as our priority program.

As the drug esmethadone is an NCE, the regulatory pathway required

to support and NDA submission will consist of conducting a full clinical development program.

We plan to also generate intellectual

property (IP) that will further protect our products from competition.

We will continue to prioritize our product development

activities after taking into account the resources we have available, market dynamics and potential for adding value.

believe that the market for addressing areas of high unmet medical need in the treatment of CNS diseases will continue to be large

for the foreseeable future and that it will represent a sizable revenue opportunity for us.

For example, the World Health Organization

(WHO) has estimated that CNS diseases affect nearly 2 billion people globally, making up approximately 40% of total disease burden

(based on disability adjusted life years), compared with 13% for cancer and 12% for cardiovascular disease.

depression treatment market is segmented on the basis of antidepressants drugs, devices, and therapies.

Antidepressants are the

largest and most popular market segment.

The antidepressants segment consists of large pharmaceutical and generic companies, such

as Eli Lilly, Pfizer, GlaxoSmithKline, Allergan, Sage Therapeutics and Johnson & Johnson.

Some of the notable drugs produced

by these companies are Cymbalta®

(Eli Lilly), Effexor®

(Pfizer), Pristiq®

(Pfizer), Zulresso®

(Sage) and Spravato®

(Johnson & Johnson).

Property Portfolio and Market Exclusivity

have over 50 issued patents and pending patent applications related to REL-1017 for multiple uses, including psychological and

neurological conditions.

We have also secured an Orphan Drug Designation from the FDA for d-methadone for “the treatment

of postherpetic neuralgia”, which, upon NDA approval, carry 7-year FDA Orphan Drug marketing exclusivity.

In the European

Union, some of our products may be eligible up to 10 years of market exclusivity, which includes 8 years data exclusivity and

2 years market exclusivity.

In addition to any granted patents, REL-1017 will be eligible for market exclusivity to run concurrently

with the term of the patent for 5 years in the U.S.

(Hatch Waxman Act) plus additional 6 months of pediatric exclusivity and up

to 10 years of in the E.U.

We believe an extensive intellectual property estate of US and foreign patents and applications will

protect our technology and products once our patent applications for our products are approved.

believe that the key elements for our market success include:

Compelling lead

product opportunity, esmethadone currently in Phase 3 trials for the adjunctive treatment of MDD.

Robust, and highly statistically significant, efficacy seen with esmethadone in a randomized Phase II trial, with early onset of action seen at 4 days, with a dramatic effect size also observed at 7 days, primary endpoint, and 14 days (7 days post-treatment).

Successful Phase

1 safety studies of esmethadone and strong clinical activity signal in depression established in three independent animal

Potential in additional

multiple indications in underserved markets with large patient population, such as MDD, other affective disorders, and cognitive

Scientific support

of leading experts:

Our scientific advisors include clinicians and scientists who are affiliated with a number of highly regarded

medical institutions such as Harvard, Cornell, Yale, and University of Pennsylvania.

Substantial IP portfolio

and market protection:

approved and filed patent applications provide coverage beyond 2033.

In addition, some of our drugs,

including esmethadone have also been designated as Orphan Drugs by the FDA, thereby providing seven years of market exclusivity

we file with the Securities and Exchange Commission (SEC) pursuant to the Exchange Act of 1934, as amended (the Exchange Act),

including annual and quarterly reports, and other reports we file, can be inspected and copied at the public reference facilities

maintained by the SEC at 100 F Street NE, Washington, D.C.

of Operations

the Three Months Ended March 31, 2021 versus March 31, 2020

Operating Expenses

Research and development

General and administrative

and Development Expense

Research and development expense for the three

months ended March 31, 2021 was approximately $14,022,200 compared to $4,507,800 for the three months ended March 31, 2020, an increase

of approximately $9,514,400.

The increase was primarily due to:

Increase in study costs of $7,737,900 associated with the execution of our Phase 2 and 3 studies;

Increase in manufacturing and drug storage costs of $24,700;

● Increase in pre-clinical and toxicology expenses

● Increase in compensation expense of $46,800 related

to the hiring of two additional research and development employees and their related bonuses;

A decrease in stock-based compensation expense of $1,200,800 primarily related the separation agreement with Ottavio Vitolo through which we incurred expenses of approximately $1,500,000 in 2020;

Increase in other research expenses of $2,721,200 primarily associated with the addition of consultants contracted to assist in the execution of our Phase 3 trials.

General and Administrative Expense

General and administrative expense for the three

months ended March 31, 2021 was approximately $8,383,000 compared to $5,466,700 for the three months ended March 31, 2020, an increase

of approximately $2,916,300.

The increase was primarily due to:

Increase in compensation expense of $19,600 related to the hiring of four additional employees;

Increase in stock-based compensation expense of $2,012,600 related to the hiring of four additional employees;

Increase in other general and administrative expenses of $884,100 primarily due to an increase in consulting services.

Income (Expense)

/ investment income was approximately $420,000 and $407,700 for the three months ended March 31, 2021 and 2020, respectively.

Realized loss

on short-term investments was approximately $52,800 and $171,600 for the three months ended March 31, 2021 and 2020, respectively.

loss on short-term investments was approximately $177,200 and $934,900 for the three months ended March 31, 2021 and 2020, respectively.

The net loss for the Company for the three months ended March 31, 2021

and 2020 was approximately $22,215,200 and $10,673,300, respectively.

The Company had basic and diluted loss per share of $1.34 and

$0.72 for the three months ended March 31, 2021 and 2020, respectively.

Company did not provide for income taxes for the three months ended March 31, 2021 and 2020, since there was a loss and a full

valuation allowance against all deferred tax assets.

As shown in the accompanying financial statements,

the Company incurred negative operating cash flows of $16,085,475 for the quarter ended March 31, 2021 and has an accumulated deficit

of $201,530,484 from inception through March 31, 2021.

Relmada has funded its past operations through

equity raises and most recently in 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 warrants.

The Company also raised an additional $1,928,279 during the three

months ended March 31, 2021 from the exercise of options and warrants.

Management believes that it has sufficient funding

to continue ongoing operations for the at least 12 months from the issuance of the accompanying consolidated quarterly financial statements.

Since March 31, 2021 and to date, the Company has received approximately $367,800 in warrant and option exercises, which resulted

in the Company having approximately $96,833,000 in cash, cash equivalents and short term investments at May 12, 2021.

Based on the budgeted

cash flow requirements, the Company believes these funds are sufficient to fund its ongoing operations for at least 12 months after

the filing of these condensed consolidated financial statements.

The Company expects that the burn rate for that time frame, will range

between $75 and $100 million.

following table sets forth selected cash flow information for the periods indicated below:

Three Months Ended

Cash used in operating activities

provided by (used) in investing activities

Cash provided by financing activities

Net increase/(decrease) in cash and cash equivalents

For the three months ended March 31, 2021, cash

used in operating activities was $16,085,475 primarily due to the net loss of $22,215,181, prepaid expense of $87,505, and accounts payable

of $263,679, offset by non-cash stock compensation charges of $5,851,284, unrealized loss of $177,163, realized loss of $52,789, and accrued

expenses of $379,601.

the three months ended March 31, 2020, cash used in operating activities was $3,424,763 primarily due to the net loss of $10,673,316,

offset by prepaid expense of $177,855, accounts payable of $580,153, unrealized loss of $934,919, realized loss of $171,611, accrued

expenses of $333,432, and non-cash stock compensation charges of $5,039,362.

For the three months ended March 31, 2021, cash

provided by investing activities was $15,465,841 related to the purchase of $20,663,535 and sale of $36,129,376 short-term investments.

For the three months ended March 31, 2020, cash

used in investing activities was $23,632,215 related to the purchase of $37,230,631 and the sale of $13,598,416 short-term investments.

Net cash provided by financing activities for

the three months ended March 31, 2021 was $1,928,279 due to proceeds from options exercised for common stock of $467,773 and proceeds

from warrants exercised for common stock of $1,460,506.

cash provided by financing activities for the three months ended March 31, 2020 was $3,004,946 due to proceeds from options exercised

for common stock of $73,020 and proceeds from warrants exercised for common stock of $3,042,173, partially offset by payments of notes

payable of 110,247.

assets are primarily monetary, consisting of cash and cash equivalents.

Because of their liquidity, these assets are not directly

affected by inflation.

Because we intend to retain and continue to use our equipment, we believe that the incremental inflation

related to replacement costs of such items will not materially affect our operations.

However, the rate of inflation affects our

expenses, such as those for employee compensation and contract services, which could increase our level of expenses and the rate

at which we use our resources.

Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are

reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses,

results of operations, liquidity, capital expenditures or capital resources that is material to investors.

and Contingencies

refer to Note 10 in our Annual Report on Form 10-K for the year ended December 31, 2020 under the heading Commitments and Contingencies.

To our knowledge there have been no material changes to the risk factors that were previously disclosed in the Company’s

Annual Report on Form 10-K for the year ended December 31, 2020.

Additional risks and uncertainties not currently known to

us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating

Accounting Policies and Estimates

critical accounting policy is one that is both important to the portrayal of a company’s financial condition and results

of operations and requires management’s most difficult, subjective or complex judgments, often as a result of the need to

make estimates about the effect of matters that are inherently uncertain.

Our unaudited condensed consolidated financial

statements are presented in accordance with U.S.

GAAP, and all applicable U.S.

GAAP accounting standards effective as of March 31, 2021

have been taken into consideration in preparing the unaudited condensed consolidated financial statements.

The preparation of unaudited

condensed consolidated financial statements requires estimates and assumptions that affect the reported amounts of assets, liabilities,

expenses and related disclosures.

Some of those estimates are subjective and complex, and, consequently, actual results could differ from

those estimates.

The following accounting policies and estimates have been highlighted as significant because changes to certain judgments

and assumptions inherent in these policies could affect our consolidated financial statements:

Research and development expenses, and

Stock-based compensation expenses

base our estimates, to the extent possible, on historical experience.

Historical information is modified as appropriate based

on current business factors and various assumptions that we believe are necessary to form a basis for making judgments about the

carrying value of assets and liabilities.

We evaluate our estimates on an on-going basis and make changes when necessary.

results could differ from our estimates.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

have been no material changes to our exposures to market risks as disclosed under the heading “Quantitative and Qualitative

Disclosures About Market Risks”

in the annual MD&A contained in our Form 10-K for the year ended December 31, 2020.

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.

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 approximately $ 78,800

and $ 27,800 for the six months ended June 30, 2021 and 2020, respectively.

NOTE 10 - SUBSEQUENT EVENTS

Subsequent to June 30, 2021, 4,167 outstanding warrants were exercised for total cash proceeds of approximately $ 25,000 .

On July 12, 2021, the Company awarded a total

of 10,000 warrants to a consultant with an exercise price of $ 34.77 and a 5 year term, vesting over a 1 -year period.

On July 16, 2021, the Company executed a license

agreement with Arbormentis, LLC with an upfront fee of approximately $ 15 million, consisting of a mix of cash and equity, in addition

to potential milestone payment totaling in excess of $ 150 million.

The license agreement is filed as exhibit 10.2 to this Report.

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

Marco Pappagallo, Relmada’s

Acting Chief Medical Officer, are among the scientists affiliated with Arbormentis.

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

What changed 10-Q

Item 1. Financial Statements