What changed in this filing

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Item 1. Financial Statements

2021-11-12 compared with 2021-08-10 · 431 added, 354 removed, 293 unchanged (73% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

September 30,

Current assets:

7 unchanged sentences

$ 118,186,204

Commitments and Contingencies (See Note 8)

15 unchanged sentences

$ 118,186,204

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

2 unchanged sentences

Three months ended

Six months ended

Nine months ended

September 30,

Operating expenses:

9 unchanged sentences

Interest/investment income, net

Realized (loss) gain on short-term investments

Unrealized (loss) gain on short-term investments

Total other (expenses) income

Realized loss on short-term investments

Unrealized gain (loss) on short-term investments

Total other income - net

$ ( 42,606,191 )

4 unchanged sentences

Weighted average number of common shares outstanding – basic and diluted

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

Therapeutics, Inc.

Consolidated Statements of Stockholders’ Equity

Six months ended June 30, 2021

Nine months ended September 30, 2021

Balance - December 31, 2020

9 unchanged sentences

$ 292,660,864

$ ( 201,530,484 )

Stock based compensation

7 unchanged sentences

$ ( 228,082,428 )

Six months ended June 30, 2020

Warrants issued for license agreement

Stock based compensation

Warrant exercised for cash

Options exercised for cash

Equity offering costs

( 42,606,191 )

Balance - September 30, 2021

$ 343,358,208

$ ( 270,688,619 )

Nine months ended September 30, 2020

Balance - December 31, 2019

10 unchanged sentences

$ 243,676,817

$ ( 130,532,225 )

$ 113,159,533

Stock based compensation

2 unchanged sentences

Options exercised

ATM offering, net of offering costs

Equity offering, net

( 11,118,441 )

4 unchanged sentences

$ 132,233,349

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

Stock based compensation

Warrant exercised for cash

Cashless warrant exercise

Options exercised

Cashless option exercised

Equity offering costs

( 16,902,507 )

Balance - September 30, 2020

$ 280,746,968

$ ( 158,553,173 )

$ 122,209,984

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

Therapeutics, Inc.

Consolidated Statements of Cash Flows

Six months ended

Nine months ended

September 30,

Cash flows from operating activities

3 unchanged sentences

Depreciation expense

Warrants issued for license agreement

Stock-based compensation

4 unchanged sentences

Prepaid expenses

( 1,812,288 )

( 1,825,336 )

Accounts payable

12 unchanged sentences

Principal payments of notes payable

Proceeds from issuance of common stock

Proceeds from issuance of common stock – net

Proceeds from options exercised for common stock

9 unchanged sentences

Cashless exercise of warrants for common stock

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

Therapeutics, Inc.

to Unaudited Condensed Consolidated Financial Statements

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.

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

of Presentation

The accompanying unaudited condensed consolidated financial statements

and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S.

Cashless exercise of options for common stock

accompanying notes are an integral part of these unaudited condensed consolidated

financial statements.

Relmada Therapeutics, Inc.

Notes to Unaudited Consolidated Financial Statements

NOTE 1 - BUSINESS

Relmada Therapeutics, Inc.

(Relmada or the Company)

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

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

Esmethadone is a New Chemical Entity (NCE) that potentially

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

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

Basis of Presentation

The accompanying unaudited condensed 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) for interim unaudited condensed consolidated financial information.

Accordingly, they do not include all of the information and

footnotes required by U.S.

Accordingly, they do not include all of the

information and footnotes required by U.S.

GAAP for complete consolidated financial statements.

The unaudited condensed consolidated financial statements

reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement

of the results for the interim periods presented.

Interim results are not necessarily indicative of the results for the full year.

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.

The unaudited condensed consolidated financial

statements reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for

a fair statement of the results for the interim periods presented.

Interim results are not necessarily indicative of the results for the

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

Any such expenditures related to any subsequent

trials will not be incurred until such additional financing is raised.

Further, additional financing related to subsequent trials does

not affect the Company’s conclusion that based on the cash on hand and the budgeted cash flow requirements, the Company has sufficient

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

Therapeutics, Inc.

to Unaudited Condensed Consolidated Financial Statements

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

of Consolidation

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.

the Company incurred negative operating cash flows of $ 54,213,231 for the nine months ended September 30, 2021 and has an accumulated

deficit of $ 270,688,619 from inception through September 30, 2021.

At September 30, 2021, the Company had cash and short term investments

of $ 88,087,096 .

Relmada has funded its past operations through equity raises and most

recently in 2021 raised net proceeds from the sale of common stock of $ 23,416,036 through our ATM offering and $ 2,116,969 through the

exercise of warrants.

The Company also raised an additional $ 569,427 during the nine months ended September 30, 2021 from the exercises

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

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.

Principles 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).

However, the Company is actively monitoring this

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

Use of Estimates

The preparation of financial statements in conformity

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.

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

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.

The significant estimates are the valuation of research and development

expenses, stock-based compensation expenses and deferred tax assets and the related valuation allowance.

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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 at these institutions exceed federally insured

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 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.

Costs related to filing and pursuing patent applications

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

Fixed assets are stated at cost less accumulated

depreciation.

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 .

Therapeutics, Inc.

to Unaudited Condensed Consolidated Financial Statements

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 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.

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

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 .

The Company recognizes its leases with a term

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

Leases can be classified as either

operating leases or finance leases.

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

front-loaded expense.

The Company’s lease consists of an operating lease 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

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Fair Value of Financial Instruments

The 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.

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:

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).

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 $ 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.

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.

to Unaudited Condensed Consolidated Financial Statements

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Company files a U.S.

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.

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.

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.

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

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):

Six months ended

Stock options

Common stock warrants

of $ 76,637,802 at September 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 gain/(loss) of

$ 86,745 and $( 379,699 ) included in other income for the three and nine months ended September 30, 2021, respectively.

The Company recorded

an unrealized gain of $ 3,946 and $ 290,973 included in other income for the three and nine months ended September 30, 2020, respectively.

The Company accounts for income taxes using the

asset and liability method.

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

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

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

differences are expected to be recovered or settled.

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

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

Tax benefits are recognized when it is probable that the deduction

will be sustained.

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

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

As of September 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.

The Company files a U.S.

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.

There were no liabilities recorded for uncertain tax positions at September 30, 2021 and December

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

Relmada Therapeutics, Inc.

1 unchanged sentence

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

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, 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 loss per common share attributable to common

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

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

Diluted loss per common share attributable to common stockholders

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

for the period determined using the treasury-stock method.

Dilutive common stock equivalents are comprised of options and warrants to

purchase common stock.

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

outstanding due to the Company’s net loss position.

For the nine months ended September 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

Nine months ended

September 30,

Stock options

Common stock warrants

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 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 condensed consolidated financial statements.

In May 2021, the FASB issued ASU No.

16 unchanged sentences

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

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Subsequent Events

3 unchanged sentences

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

September 30,

Research and Development

2 unchanged sentences

(rounded to nearest $00):

September 30,

Computer and Software

accumulated depreciation

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

For the nine months ended September 30, 2021 and

2020, the Company recognized depreciation expense of approximately $ 1,258 and $ 2,929 , respectively.

1 unchanged sentence

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

September 30,

Research and development

5 unchanged sentences

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 .

During the nine months ended September 30, 2021,

the Company issued 356,385 shares of common stock for cash exercises of warrants for proceeds of $ 2,116,969 .

During the nine months ended September 30, 2021,

the Company issued 160,556 shares of common stock for the exercise of options for proceeds of $ 569,427 .

On May 15, 2020, the Company entered into an

3 unchanged sentences

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.

During the nine months ended September 30, 2021,

the Company issued 651,674 shares of common stock for net cash proceeds of $ 23,416,036 under the agreement.

During the nine months ended

September 30, 2020, the Company issued shares of common stock for net cash proceeds of $ 19,816,597 .

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.

In December 2014, the Board of Directors adopted

and the Company’s 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.

In May 2021, the Company’s shareholders

approved Relmada’s Board of Director approved 2021 Equity Incentive Plan which allows for the granting of 1,500,000 options or stock

These combined plans allow for the granting of

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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.

As of September 30, 2021, 1,609,011 shares were available

for future grants under the Plan.

As of September 30, 2021, no stock appreciation

rights have been issued.

The Company utilizes the Black-Scholes option

8 unchanged sentences

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.

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

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

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

On January 6, 2021, the Company awarded a total

of 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.

The 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.

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

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.

As of September 30, 2021, five performance metrics for 468,000 options were met.

such options is subject to the passage of time.

At September 30, 2021, the Company incurred expense of $ 2,268,562 related to these options.

On February 18, 2021, the Company awarded a total

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

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.

At September 30, 2021, the Company has unrecognized

stock-based compensation expense of approximately $ 67.6 million related to unvested stock options over the weighted average remaining

service period of 2.76 years.

Relmada Therapeutics, Inc.

2 unchanged sentences

A summary of the changes in options during the

six months ended June 30, 2021 is as follows:

nine months ended September 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 at September 30, 2021

Options exercisable at September 30, 2021

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

ended September 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

Outstanding at September 30, 2021

Warrants Vested at September 30, 2021

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

NOTE 6 - STOCKHOLDERS’ EQUITY (continued)

At September 30, 2021, the Company had approximately

$ 12.5 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.

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

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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.

As of September 30, 2021, five performance metrics for 180,000 warrants were met.

Vesting of such options is subject

to the passage of time.

At September 30, 2021, the Company incurred expense of $ 872,524 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.

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

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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.

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.

The warrants granted

are time based vesting.

The warrants have an aggregate fair value of $ 212,219 calculated using the Black-Scholes option-pricing model.

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

(1) discount rate of 0.43 % (2) expected life of 3.00 years, (3) expected

volatility of 99 %, and (4) zero expected dividends.

On July 16, 2021, the Company awarded a total

of 500,000 warrants to Arbormentis, LLC with an exercise price of $ 31.17 and a 7 -year term, vesting immediately.

The warrants have an

aggregate fair value of $ 10,241,599 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 3.50 years, (3) expected volatility of 101 %, and (4) zero expected dividends.

At September 30, 2021, the aggregate intrinsic

value of warrants vested and outstanding was approximately $ 40.0 million and $ 40.1 million, 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):

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

The following table summarizes the components

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

the nine months ended September 30, 2021 and 2020 (rounded to nearest $00):

September 30,

Research and development

General and administrative

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

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.

Ottavio Vitolo, the

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

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

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

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.

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 .

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.

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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.

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 November 12, 2021, no discussions are active between the Company and Wonpung.

The Company received an upfront license fee of

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such licensed product in the licensed territory.

Third Party Licensor

Based upon a prior acquisition, the Company assumed

an obligation to pay third parties (Dr.

Therapeutics, Inc.

to Unaudited Condensed Consolidated Financial Statements

8 - COMMITMENTS AND CONTINGENCIES (continued)

Party Licensor

upon a prior acquisition, the Company assumed an obligation to pay third parties (Dr.

Inturrisi and Dr.

Paolo Manfredi – see below):

(A) royalty payments up to 2%

on net sales of licensed products that are not sold by sublicensee and (B) on each and every sublicense earned royalty payment received

by licensee from its sublicensee on sales of license product by sublicensee, the higher of (i) 20% of the royalties received by licensee;

Paolo Manfredi –

(A) royalty payments up to 2% on net sales of licensed products that are not sold by sublicensee and (B) on each and every

sublicense earned royalty payment received by licensee from its sublicensee on sales of license product by sublicensee, the higher of

(i) 20% of the royalties received by licensee;

or (ii) up to 2% of net sales of sublicensee.

The Company will also make milestone payments of up to $4 or $2 million, for the first commercial

sale of product in the field that has a single active pharmaceutical ingredient, and for the first commercial sale of product in the field

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

As of June 30, 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

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 September 30, 2021, the Company has not generated any revenue related to this license agreement.

In January 2018, we entered into an Intellectual

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received by Relmada for sublicenses granted under the License Agreement.

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

As of September 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 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

Arbormentis, LLC

On July 16, 2021, the Company entered into a License

Agreement with Arbormentis, LLC, a privately held Delaware limited liability company, by which

the Company acquired development and commercial rights to a novel psilocybin and derivate program from Arbormentis, LLC, worldwide excluding

the countries of Asia.

The Company will collaborate with Arbormentis, LLC on the development of new therapies targeting neurological

and psychiatric disorders, leveraging its understanding of neuroplasticity, and focusing on this emerging new class of drugs targeting

the neuroplastogen mechanism of action.

Under the terms of the License Agreement, the Company paid Arbormentis, LLC an upfront fee of

$12.7 million, consisting of a mix of cash and warrants to purchase the Company’s common stock, in addition to potential milestone

payments totaling up to approximately $160 million related to pre-specified development and commercialization milestones .

Arbormentis, LLC is also eligible to receive a low single digit royalty on net sales of any commercialized therapy resulting from this

The license agreement is terminable by the Company but is perpetual and not terminable by the licensor absent material breach

of its terms by the Company.

The new licensed

program stems from an international collaboration among U.S., European and Swiss scientists that has focused on the discovery and development

of compounds that may promote neural plasticity.

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,

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 cash flows.

Brought by Previous Employee

July 15, 2020, an employee of the Company filed a Complaint alleging unequal pay based on gender and other employment-based claims.

April 9, 2021, the Company settled this Complaint for an amount immaterial to the consolidated financial statements.

Therapeutics, Inc.

to Unaudited Condensed Consolidated Financial Statements

8 - COMMITMENTS AND CONTINGENCIES (continued)

On August 1, 2021, the Company relocated its corporate

headquarters to 2222 Ponce de Leon, Floor 3, Coral Gables, FL 33134, pursuant to a lease agreement for a period of 4 months.

The Company’s

previous lease at 880 Third Avenue, 12 th Floor, New York, NY 10022 was terminated as of July 31, 2021.

In accordance with ASC

842, Leases , the Company has elected the practical expedient and recognizes rent expense evenly over the 5 months.

rent is approximately $ 11,000 .

For the nine months ended September 30, 2021 and 2020, the Company recognized lease expense of approximately

$ 87,100 and $ 124,400 , 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.

and Restated License Agreement with Actinium Pharmaceuticals, Inc.

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 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.

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:

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 nine months ended September 30, 2021 and 2020, the Company recognized lease

income of approximately $ 8,800 and $ 13,500 , respectively.

As of September 30, 2021, the balance of unearned interest income was approximately

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

Total obligations

NOTE 9 - OTHER POST-RETIREMENT 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.

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.

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%.

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 $ 101,100 and $ 58,500 for the nine months ended September 30, 2021 and 2020,

respectively.

10 - SUBSEQUENT EVENTS

Subsequent to September 30, 2021, 29,276 outstanding

warrants were exercised for total cash proceeds of approximately $ 178,170 .

On October 1, 2021, the Company awarded a total of

42,000 warrants to a consultant with an exercise price of $ 26.74 and a 10 -year term, vesting over a 4 -year period.

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