What changed in this filing

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Item 9A. Controls and Procedures

2022-03-25 compared with 2021-03-24 · 871 added, 1087 removed, 325 unchanged (86% of the section changed)

CONTROLS AND PROCEDURES

of Disclosure Controls and Procedures

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

we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined

in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on that evaluation, our Chief Executive Officer and Chief

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

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

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

specified by the SEC.

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

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

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

appropriate, to allow timely decisions regarding required disclosure.

on the Effectiveness of Controls

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

control system are met.

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

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

Our Chief Executive Officer and Chief Financial

Officer has concluded, based on his evaluation as of the end of the period covered by this Report that our disclosure controls

and procedures were effective to provide reasonable assurance that the objectives of our disclosure control system were met.

in Internal Control Over Financial Reporting

were no changes in the Company’s internal controls over financial reporting that occurred during the fourth quarter of the

fiscal year covered by this Annual Report on Form 10-K that have materially affected, or are reasonably likely to materially affect,

the Company’s internal control over financial reporting.

Management’s

Report on Internal Control Over Financial Reporting

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

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

Our internal control over

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

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

Our internal control over financial

reporting includes those policies and procedures that:

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

of the assets of our company,

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

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

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

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

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

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

consolidated financial statements.

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

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

may deteriorate.

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

In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway

Commission COSO (2013 framework).

Based on our assessments and those criteria, management determined that we did maintain effective

internal control over financial reporting at December 31, 2020.

OTHER INFORMATION

On March 19, 2021, our Board of Directors

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

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

The purpose of the 2021 Plan is to (a)

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

to the Company’s long range success;

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

with those of the stockholders of the Company;

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

value of the Company for the benefit of its stockholders.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management,

including our Chief Executive Officer and Chief Financial Officer, we carried out an evaluation of the effectiveness of the design and

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

that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, at December 31, 2021, such disclosure controls

and procedures were effective.

Disclosure controls and procedures are controls

and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the

Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC.

Disclosure controls and procedures

include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed

or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial

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

This Annual Report on Form 10-K does not include

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

Our internal control

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

Limitations on the Effectiveness of Controls

Our disclosure controls and procedures are designed

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

Because of inherent limitations

in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have

been detected.

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

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

of our disclosure control system were met.

Changes in Internal Control Over Financial

There were no changes in the Company’s internal

controls over financial reporting that occurred during the fourth quarter of the fiscal year covered by this Annual Report on Form 10-K

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

Management’s Report on Internal Control

Over Financial Reporting

As required by the SEC rules and regulations for

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

internal control over financial reporting.

Our internal control over financial reporting is designed to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in

accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures that:

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

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

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

Because of its inherent limitations, internal

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

Also, projections

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

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

Management assessed the effectiveness of

our internal control over financial reporting at December 31, 2021.

In making these assessments, management used the criteria set forth

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

Based on our assessments and those criteria,

management determined that we did maintain effective internal control over financial reporting at December 31, 2021.

On March 18, 2022, our Board of Directors unanimously

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

increasing by 3,900,000 shares the number of shares of our common stock that will be available for issuance of awards under the 2021 Plan.

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

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

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

long range success;

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

of the Company;

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

its stockholders.

Administration .

The 2021 Plan will be administered

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

In case no Committee has been

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

with the terms of the 2021 Plan.

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

In case no Committee has been appointed,

the Board may appoint one or more members of the Board appointed by the Board to administer the 2021 Plan in accordance with the terms

of the 2021 Plan.

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

Shares Available for Awards .

adjustment in certain circumstances in accordance with the terms of the 2021 Plan, we will reserve for issuance under the 2021

Plan no more than 1,500,000 shares of common stock (subject to adjustment in certain circumstances as provided in the Plan).

of Common Stock available for distribution under the 2021 Plan may consist, in whole or in part, of authorized and unissued shares,

treasury shares or shares reacquired by the Company in any manner.

Shares of Common Stock subject to an award that expires or is

canceled, forfeited, or terminated without issuance of the full number of shares of Common Stock to which the award related, as

well as any shares of common stock subject to an award that are (a) tendered in payment of an option, (b) delivered or withheld

by the company to satisfy any tax withholding obligation, or (c) covered by a stock-settled stock appreciation right or other awards

that were not issued upon the settlement of the award, shall be added back to the shares of common stock available for issuance

of awards or delivery under the 2021 Plan.

adjustment in certain circumstances in accordance with the terms of the 2021 Plan, we will reserve for issuance under the 2021 Plan no

more than 5,400,000 shares of common stock (subject to adjustment in certain circumstances as provided in the Plan).

Shares of Common

Stock available for distribution under the 2021 Plan may consist, in whole or in part, of authorized and unissued shares, treasury shares

or shares reacquired by the Company in any manner.

Shares of Common Stock subject to an award that expires or is canceled, forfeited,

or terminated without issuance of the full number of shares of Common Stock to which the award related, as well as any shares of common

stock subject to an award that are (a) tendered in payment of an option, (b) delivered or withheld by the company to satisfy any tax withholding

obligation, or (c) covered by a stock-settled stock appreciation right or other awards that were not issued upon the settlement of the

award, shall be added back to the shares of common stock available for issuance of awards or delivery under the 2021 Plan.

Available Awards .

6 unchanged sentences

may be granted only to employees.

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

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

following the grant date.

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

to participate in and receive awards under the 2021 Plan.

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

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

the grant date.

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

in and receive awards under the 2021 Plan.

The 2021 Plan has a term of ten years.

This summary of the 2021 Plan is qualified

in its entirety by the full text of the 2021 Plan, which is filed as Exhibit 10.61 to this Report and is incorporated by reference

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

at our 2020 Annual Meeting of Stockholders.

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

The information required for the Items

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

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

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

This summary of the 2021 Plan is qualified in its

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

The proposed amendment to the 2021 Plan will be submitted

for the approval of our shareholders at our 2022 Annual Meeting of Stockholders.

If the proposed amendment is not approved by the shareholders,

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

Options for 3,821,118

shares of commons stock were issued subject to approval by the shareholders of this amendment.

If the amendment is not approved, such

options will be void.

DISCLOSURE REGARDING

FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

The information required for the Items contained

in Part III is incorporated herein by reference from our definitive proxy statement for our 2022 Annual Meeting of Stockholders

(the “Proxy Statement”), which will be filed with the SEC no later than 120 days after December 31, 2021.

DIRECTORS, EXECUTIVE OFFICERS,

AND CORPORATE GOVERNANCE

EXECUTIVE COMPENSATION

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND

DIRECTOR INDEPENDENCE

PRINCIPAL ACCOUNTING FEES AND SERVICES

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Statement Schedules

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

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

statements or notes thereto.

THERAPEUTICS, INC.

TO FINANCIAL STATEMENTS)

Financial Statement Schedules

Our consolidated financial statements are listed

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

All financial statement schedules are omitted

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

Our independent registered public accounting firm is Marcum LLP (PCAOB

ID # 688 ) of Houston, Texas.

RELMADA THERAPEUTICS, INC.

(INDEX TO FINANCIAL STATEMENTS)

of Independent Registered Public Accounting Firm

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

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

for the Year Ended June 30, 2019

Statements of Stockholders’

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

and for the Year Ended June 30, 2019

Statements of Stockholders’

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

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

and for the Year Ended June 30, 2019

Consolidated Balance Sheets as of December 31, 2021 and 2020

Consolidated Statements of Operations for the Years Ended December 31, 2021 and 2020

Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2021 and 2020

Consolidated Statements of Cash Flows for the Years Ended December 31, 2021 and 2020

to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Stockholders and Board of Directors of

Relmada Therapeutics, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheets of Relmada Therapeutics, Inc.

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

, the related consolidated statements of operations, stockholders’

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

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

statements”).

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

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

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

accepted in the United States of America.

Opinion on the Financial

We have audited the accompanying

consolidated balance sheets of Relmada Therapeutics, Inc.

(the “Company”) as of December 31, 2021 and 2020, the related consolidated

statements of operations, changes in stockholders’ equity and cash flows for each of the two years in the period ended December

31, 2021, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements

present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its

operations and its cash flows for each of the two years in the period ended December 31, 2021, in conformity with accounting principles

generally accepted in the United States of America.

Basis for Opinion

2 unchanged sentences

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

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

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

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

18 unchanged sentences

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

Critical Audit Matters

The critical audit matter communicated below is a

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

committee and that:

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

challenging, subjective, or complex judgments.

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

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

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

Valuation and accounting for stock-based compensation

Description of the Matter

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

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

The Company also entered

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

period of their options.

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

31, 2020, which includes the above instruments.

Auditing management’s valuation and accounting

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

concurred with management’s valuation and calculations.

How We Addressed the Matter in Our Audit

Our audit procedures included, amongst others:

We tested the option and warrant agreements to determine

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

We reviewed the vesting terms of the option and warrant

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

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

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

We tested the underlying expenses and other information

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

We evaluated the reasonableness of the valuation

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

by utilizing third party historical data of closing prices.

Critical Audit Matter

Critical audit matters are matters arising from the

current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective,

or complex judgments.

We determined that there are no critical audit matters.

/s/ Marcum llp

We have served as the Company’s auditor since 2014.

We have served as the Company’s auditor since 2014 .

Houston, Texas

March 25, 2022

Therapeutics, Inc.

Balance Sheets

Relmada Therapeutics, Inc.

Consolidated Balance Sheets

Current assets:

1 unchanged sentence

Short-term investments

Other receivable

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

$ 223,325,811

$ 118,186,204

Liabilities and Stockholders’

Commitments and Contingencies (Note 9)

Liabilities and Stockholders’ Equity

Current liabilities:

1 unchanged sentence

Accrued expenses

Notes payable

Total current liabilities

Total liabilities

Stockholders’

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

Stockholders’ Equity:

Class A convertible preferred stock, $ 0.001 par value, 3,500,000 shares authorized, none issued and outstanding

4 unchanged sentences

( 179,315,303 )

(111,662,367 )

Total stockholders’

Total liabilities and stockholders’

Total stockholders’ equity

Total liabilities and stockholders’ equity

$ 223,325,811

$ 118,186,204

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

Therapeutics, Inc.

Statements of Operations

The accompanying notes are an integral part of

these consolidated financial statements.

Relmada Therapeutics, Inc.

Consolidated Statements

of Operations

For the Years Ended December 31, 2021 and 2020

Operating expenses:

5 unchanged sentences

( 60,838,673 )

(12,727,920 )

Other income (expenses):

Change in fair value of derivative liabilities

Interest income (expense), net

Interest/investment income, net

Realized loss on short-term investments

Unrealized gain on short-term investments

Loss on extinguishment of debt

Total other income (expenses), net

$ (59,456,394 )

$ (15,005,199 )

$ (8,196,542 )

$ (17,318,060 )

Net 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 consolidated financial statements.

Therapeutics, Inc.

Statements of Stockholders’

Equity (Deficit)

Additional Paid-in

Balance at June 30, 2018

$ (94,344,307 )

Unrealized (loss) gain on short-term investments

Total other (expenses) income, net

$ ( 125,751,809 )

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

Adjusted Balance at June 30, 2018

$ ( 59,456,394 )

Stock-based compensation expense

Conversion of notes and accrued interest

Equity units issued for cash, net

Shares relinquished by former officer

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

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 consolidated financial statements.

Relmada Therapeutics, Inc.

Statements of Changes in Stockholders’ Equity

Balance – December 31, 2019

$ 235,522,746

$ ( 119,858,909 )

Balance –

June 30, 2019

$ 115,678,294

Stock-based compensation expense

Equity units issued for cash, net

Equity offering, net

Warrants exercised

Cashless exercise of warrants

Options exercised

Cashless exercise of options

Balance –

December 31, 2019

( 59,456,394 )

Balance – December 31, 2020

$ 284,881,716

$ ( 179,315,303 )

$ 105,582,746

Stock-based compensation expense

Equity offering, net

ATM offering, net

Warrants exercised

Cashless exercise of warrants

Options exercised

Cashless exercise of options

( 125,751,809 )

Balance –

December 31, 2020

Balance – December 31, 2021

$ 513,304,258

1 unchanged sentence

$ 208,264,886

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

Therapeutics, Inc.

Statements of Cash Flows

The accompanying notes are an integral part of

these consolidated financial statements.

Relmada Therapeutics, Inc.

Consolidated Statements

of Cash Flows

For the Years Ended December 31, 2021 and 2020

Cash flows from operating activities

1 unchanged sentence

$ ( 59,456,394.00 )

$ (8,196,542 )

$ (17,318,060 )

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

2 unchanged sentences

Realized loss on short-term investments

Unrealized gain on short-term investments

Amortization of deferred financing costs

Change in fair value of derivative liabilities

Fair value of shares relinquished

Loss on promissory note extinguishment

Changes in operating assets and liabilities:

Prepaid expenses and other assets

Other receivable

Unrealized loss (gain) on short-term investments

Change in operating assets and liabilities:

Lease payment receivable

Prepaid expenses and other assets

( 10,401,638 )

Accounts payable

3 unchanged sentences

( 27,808,801 )

(10,497,854 )

Cash flows from investing activities

Purchase of investments

(182,051,630 )

Purchase of short-term investments

( 222,981,675 )

( 182,051,630 )

Sale of investments

Sale of short-term investments

Net cash used in investing activities

1 unchanged sentence

( 34,447,648 )

(80,164,823 )

Cash flows from financing activities

Proceeds from issuance of common stock, net of fees

Proceeds from warrants exercised for common stock

Principal payments of notes payable

Proceeds from issuance of common stock

Proceeds from options exercised for common stock

Principal payment of notes payable

Proceeds from warrants exercised for common stock

Net cash provided by financing activities

3 unchanged sentences

Cash and cash equivalents at end of the period

Therapeutics, Inc.

Statements of Cash Flows (continued)

Supplemental disclosure of cash flows information:

Relmada Therapeutics, Inc.

Consolidated Statements of Cash Flows

For the Years Ended December

31, 2021 and 2020

Supplemental disclosure of cash flow information:

Cash paid during the period for:

Non-cash investing and financing transactions:

Notes payable issued in connection with director and officer insurance policies

Cashless exercise of warrants for common stock

Cashless exercise of options for common stock

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

Conversion of promissory notes and accrued interest to common stock

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

Therapeutics, Inc.

to Consolidated Financial Statements

The accompanying notes are an integral part of

these consolidated financial statements.

Relmada Therapeutics, Inc.

(Relmada, the

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

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

esmethadone is a New Chemical Entity

(NCE) that potentially addresses areas of high unmet medical need in the treatment of central nervous system (CNS) diseases and

other disorders.

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

On October 10, 2019, our

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

On December 19, 2019, the Board of Directors

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

The change in fiscal year was effective

for the Company’s 2020 fiscal year.

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

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

The Company is subject

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

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

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

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation and Principles of Consolidation

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

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

The consolidated financial statements include the Company’s accounts

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

All significant intercompany accounts and transactions have been eliminated

in consolidation.

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

on the NASDAQ Capital Market on September 30, 2019.

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

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

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

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

in Fiscal Year

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

The information for the year ended December 31, 2019 is

presented for comparative purposes only and is unaudited.

As shown in the accompanying financial

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

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

Relmada has funded its past operations

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

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

Management believes that due to the recent

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

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

Since December

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

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

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

12 months after the issuance of these consolidated financial statements.

Regardless of the results of any ongoing clinical trial,

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

requirements developed and the excess cash on hand.

Management believes that their existing

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

12 months from the issuance of these consolidated financial statements.

Beyond that point management will evaluate the size and

scope of any subsequent trials that will affect the timing of additional financings through public or private sales of equity or

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

Any such expenditures

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

Further, additional financing

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

flow requirements, the Company has sufficient funds to maintain operations for at least 12 months from the issuance of these consolidated

financial statements.

Therapeutics, Inc.

to Consolidated Financial Statements

preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect

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

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

Actual results could differ from those

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

amounts related to income taxes.

and Cash Equivalents

The Company considers cash deposits and

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

The Company’s

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

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

31, 2020 at these institutions exceed federally insured limits.

Company’s investments consist entirely of mutual funds.

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

value (“NAV”).

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

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

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

Changes in fair value of the securities

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

Short term investment activity is presented

in the investing activities section on the consolidated statement of cash flows.

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

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

since recoverability of such expenditures is uncertain.

assets are stated at cost less accumulated depreciation.

Notes to 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 POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements and related notes

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

The consolidated

financial statements include the Company’s accounts and those of the Company’s wholly-owned subsidiary.

All significant intercompany

accounts and transactions have been eliminated in consolidation.

As shown in the accompanying consolidated financial statements, the

Company incurred negative operating cash flows of $ 91,873,395 for the year ended December 31, 2021 and has an accumulated deficit of $ 305,067,112

from inception through December 31, 2021.

Relmada has funded its past operations through equity raises and most

recently in the year ended December 31, 2021, the Company raised net proceeds of $ 184,642,981 from the sale of common stock through an

underwritten equity and an ATM offering, $ 2,628,061 through the exercise of warrants and $ 668,431 through the exercise of options.

Management believes that the Company’s existing cash and cash

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

of these consolidated financial statements.

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

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

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

Any such expenditures related to any subsequent

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

Further, additional financing related to subsequent trials

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

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

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

Use of Estimates

The preparation of financial statements in conformity with U.S.

requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent

assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the reporting period.

Actual results could differ from those estimates.

The significant estimates are stock-based compensation expenses, and recorded amounts

related to income taxes.

Cash and Cash Equivalents

The Company considers cash deposits and all highly

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

The Company’s cash deposits are

held at two high-credit-quality financial institutions.

The Company’s cash balance of $ 44,443,439 at December 31, 2021 at these

institutions exceed federally insured limits.

Short-term Investments

The Company’s investments consist entirely

of mutual funds.

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

The Company has adopted FASB

ASU 2016-01, Financial Instruments, for the year ended December 31, 2021 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

Changes in fair value of the securities are recorded as part of other income on the consolidated statement of operations.

Short term investment activity is presented in the investing activities section on the consolidated statement of cash flows.

Short-term investments at December 31, 2021

consisted of mutual funds with a fair value of $ 167,466,167 .

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.

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

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

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

Operating leases will result in straight-line

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

The Company’s lease consists of an operating leases

for office space.

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

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

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

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

Therapeutics, Inc.

to Consolidated Financial Statements

Value of Financial Instruments

Company’s financial instruments primarily include cash, short term investments derivative liabilities and accounts payable.

Due to the short-term nature of cash and accounts payable the carrying amounts of these assets and liabilities approximate their

Derivatives are recorded at fair value at each period end.

value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly

transaction between market participants at the reporting date.

A fair value hierarchy has been established for valuation inputs

that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority

to unobservable inputs.

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 their leases with a term

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

Leases can be classified as either

operating leases or finance leases.

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

The Company’s lease consists of an operating leases for office space.

The Company does not recognize a lease liability

or right-of-use asset on the balance sheet for short-term leases.

Instead, the Company recognizes short-term lease payments as an expense

on a straight-line basis over the lease term.

A short-term lease is defined as a lease that, at the commencement date, has a lease term

of 12 months or less and does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise.

Relmada Therapeutics, Inc.

Notes to Consolidated Financial

Fair Value of Financial Instruments

The Company’s financial instruments primarily

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

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

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

Derivatives are recorded at fair value at each period

Fair value is defined as the price that would

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

the reporting date.

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).

Company’s short-term investment instruments of $114,595,525 at December 31, 2020 are classified using Level 1 inputs

within the fair value hierarchy because they are valued using NAV.

Unrealized gains and losses are recorded in the consolidated

statement of operations as unrealized gain on short-term investments.

The Company recorded an unrealized gain of $139,267, included

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

Value on a Recurring Basis

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 $ 167,466,167 at December 31, 2021 are classified using Level 1 inputs within the fair value hierarchy because they are valued

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

The Company recorded an unrealized loss of $ 611,382 and an unrealized gain of $ 139,267 , included in other income (expense) for the years

ended December 31, 2021 and 2020, respectively.

Fair Value on a Recurring Basis

As required by Accounting Standard Codification

(ASC) Topic No.

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

of input that is significant to the fair value measurement.

The Company’s assessment of the significance of a particular

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

and their placement within the fair value hierarchy levels.

Therapeutics, Inc.

to Consolidated Financial Statements

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

Accordingly, deferred tax assets and liabilities are recognized

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

liabilities and their respective tax bases.

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

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

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

is effective.

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

A valuation allowance is established

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

realize the benefit, or that future deductibility is uncertain.

At December 31, 2020 and 2019 and June 30, 2019, the Company had

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

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

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

that is significant to the fair value measurement.

The Company’s assessment of the significance of a particular input to the fair

value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within

the fair value hierarchy levels.

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

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.

At December 31, 2021

and 2020, the Company had recorded a valuation allowance to the full extent of the Company’s net deferred tax assets since the likelihood

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

The Company files a U.S.

Federal income

tax return and various state returns.

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

unrecognized tax benefits.

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

and administrative expenses in the statements of operations.

There were no liabilities recorded for uncertain tax positions at

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

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

for the Company are from June 30, 2018 forward.

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.

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

The Company analyzes the progress of studies, including

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

expensed and the related prepaid asset and accrued liability.

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

fair value of the award.

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

for the award - the requisite service period.

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

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

Loss per Common Share

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

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

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

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

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

stock awards, options and warrants to purchase common stock.

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

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

Federal income tax return

and various state returns.

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

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

expenses in the statements of operations.

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

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

Research and Development

Research and development costs primarily consist

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

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

The Company makes an estimate of costs in relation to clinical

study contracts.

The Company analyzes the progress of studies, including the progress of clinical studies and phases, invoices received

and contracted costs when evaluating the adequacy of the amount expensed and the related prepaid asset and accrued liability.

Stock-Based Compensation

The Company measures the cost of employee services

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

That cost is recognized over

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

The grant-date

fair value of employee share options is estimated using the Black-Scholes option pricing model adjusted for the unique characteristics

of those instruments.

Net Loss per Common Share

Basic net loss per common share attributable to

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

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

Diluted net loss per common share attributable

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

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

Dilutive common stock equivalents are comprised

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

For all periods presented,

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

in each period.

Therapeutics, Inc.

to Consolidated Financial Statements

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

of diluted net loss per share attributable to common stockholders.

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

equivalent shares):

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

Common stock warrants

Common stock options

Subsequent Events

The Company’s management reviewed all material

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

Accounting Pronouncements

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

Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes ,”

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

ASU 2019-12 removes certain exceptions to

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

This guidance

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

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

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

Value Measurement –

Disclosure Framework (Topic 820).

The updated guidance improves the disclosure requirements

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

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

Early adoption is permitted upon issuance of the standard

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

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

In November 2018, FASB issued ASU 2018-18

Collaborative Arrangements (Topic 808):

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

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

for under Topic 606.

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

after December 15, 2019, with early adoption permitted.

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

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

In November 2021, the FASB issued ASU 2021-10,

“ Government Assistance (Topic 832):

Disclosures by Business Entities about Government Assistance ”.

The amendments in

this ASU require annual disclosures to increase the transparency of government assistance received by a business entity including information

about the nature of the government transactions, related accounting policy, the line items on the balance sheet and income statement that

are affected, amounts applicable to each financial statement line item, and significant terms and conditions of the transactions, including

commitments and contingencies.

The amendments in this ASU are effective for annual periods beginning after December 15, 2021.

Early adoption

is permitted.

The Company does not expect this standard to have a material impact on its financial statements.

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

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

The amendments in this

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

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

as of the acquisition date.

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

Early adoption is permitted.

The Company does not expect this standard to have a material impact on the 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 consolidated financial statements and the related disclosures.

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

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.

2020, a global pandemic was declared by the World Health Organization related to the rapidly growing outbreak of a novel strain of coronavirus

The COVID-19 pandemic did not significantly impact the Company.

The Company continues to monitor the COVID-19 related concerns

and the related economic impacts.

3 - PREPAID EXPENSES

8 unchanged sentences

Fixed assets, net

For the years ended December 31, 2021 and 2020,

the Company recognized depreciation expense of $ 1,258 and $ 3,752 , respectively.

5 - ACCRUED EXPENSES

4 unchanged sentences

Accrued vacation

Legal Settlement

Therapeutics, Inc.

to Consolidated Financial Statements

6 - NOTES PAYABLE

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

insurance policy.

The interest rate was 3.09% per annum.

The note matured on April 9, 2020.

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

insurance policy.

The interest rate was 2.35% per annum.

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

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

6 - STOCKHOLDERS’ EQUITY

During the years ended December 31, 2021 and 2020,

the Company issued 0 and 42,475 shares of common stock for cashless exercise of 0 and 60,513 warrants, respectively.

During the years ended December 31, 2021 and 2020,

the Company issued 433,856 and 1,159,989 shares of common stock for the exercise of warrants for proceeds of $ 2,628,061 and $ 8,056,416 ,

respectively.

7 - DERIVATIVE LIABILITIES

ASC Topic No.

and Hedging”

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

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

exception in the pronouncement on accounting for derivatives.

These requirements can affect the accounting for warrants and convertible

preferred instruments issued by the Company.

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

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

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

The assumptions used

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

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

As a result of these closings,

the outstanding promissory notes converted into common stock.

The redemption feature associated with the promissory notes was

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

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

18, 2018 was recorded as income.

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

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

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

fair value hierarchy:

Six months ended

Beginning balance

Adoption of ASU 2017-11 –

Fair value of derivative liabilities for redemption feature of promissory notes payable

Change in fair value of derivative liabilities

Extinguishment of derivative liabilities on conversion of promissory notes.

Ending balance

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

Therapeutics, Inc.

to Consolidated Financial Statements

NOTE 8 - STOCKHOLDERS’

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

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

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

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

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

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

During the year ended December 31, 2020,

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

During the year ended December 31, 2020,

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

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

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

pursuant to which the Company may offer and sell, from time to time, through Jefferies, shares of the Company’s common stock,

having an aggregate offering price of up to $75,000,000.

During the year ended December 31, 2021 and 2020,

the Company issued 0 and 90,204 shares of common stock for cashless exercise of 0 and 98,370 options, respectively.

During the year ended December 31, 2021 and 2020,

the Company issued 174,619 and 155,558 shares of common stock for the exercise of options for proceeds of $ 668,431 and 735,514 , respectively.

On May 15, 2020, the Company entered into an Open

Market Sale Agreement with Jefferies LLC, as sales agent (“Jefferies”), pursuant to which the Company may offer and sell,

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

The Company is not obligated to sell any shares under the agreement.

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

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

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

The net proceeds from the closing was

$108,621,733.

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

The Company also

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

quarter of 2019.

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

Subscription Agreements, each dated as shown below.

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

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

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

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

Approximately $79,000 of legal costs were incurred that

were not allocated to the individual closings.

exercise price

October 18, 2018

November 2, 2018

December 5, 2018

February 12, 2019

March 27, 2019

June 14, 2019

June 20, 2019

During the years ended December 31, 2021 and 2020, the Company issued

651,674 and 427,700 shares of common stock for net cash proceeds of $ 23,416,036 and $ 19,791,644 under the agreement, respectively.

On December 8, 2021, the Company entered into

an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co.

LLC and Jefferies LLC, as representatives of

the several underwriters, in connection with an underwritten public offering (the “Offering”) of 8,823,530 shares of the Company’s

common stock, par value $ 0.001 per share (the “Common Stock”) issued and sold by the Company at a price to the public of $ 17.00

per share (with a price to the Underwriters of $ 15.98 per share).

Pursuant to the Underwriting Agreement, the Underwriters were granted

an option for a period of 30 days to purchase from the Company up to an additional 1,323,529 shares of Common Stock, at the

same price per share, which was exercised in full on December 9, 2021.

The Offering, including the issuance and sale of shares pursuant

to the Underwriters’ exercise in full of their option to purchase additional shares, closed on December 13, 2021.

Net proceeds from

the offering totaled $ 161,226,945 .

During the years ended December 31, 2021 and 2020,

there were no common stock shares issued for issuances of restricted common stock.

compensation - options

In December 2014, the Board of Directors adopted and

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

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

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

In May 2021, the Company’s Board of Directors

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

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

These combined plans allowed for the granting

of up to 6,652,942 options or other stock awards.

Stock options are exercisable generally for a period

of 10 years from the date of grant and generally vest either over four years or upon achievement of certain specified corporate or other

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

The shareholders

will vote at their annual meeting in 2022 on a management proposal to increase the shares available to be issued under the 2021 Plan by

3,900,000 shares;

there can be no assurance such amendment will be approved.

As of December 31, 2021, options for 3,821,118 shares of

common stock had been issued subject to approval by the shareholders of this amendment.

If the amendment is not approved, such options

will be void.

Therapeutics, Inc.

to Consolidated Financial Statements

Approximately $177,000 of the June 28 financing

was in Other Receivable at June 30, 2019 and was received in July, 2019.

The October 12, 2018 and October 18, 2018 financings represented

an Equity Financing as defined in the Convertible Promissory Note agreement.

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

2018 financings, the Company’s outstanding 7% Convertible Promissory Notes and accumulated interest converted into 2,682,917

shares of common stock.

During the year ended December 31, 2020, the

six months ended December 31, 2019, and years ended June 30, 2019, there were no common stock shares issued for issuances of restricted

common stocks, respectively.

Placement Agent Warrants

During the year ended June 30, 2019, the Company

issued an aggregate of 357,396 warrants to the placement agent in connection with the closings.

The agent warrants have an exercise

price between $3.96 and $9.00, are non-cancellable, vest upon issuance and expire on the fifth anniversary of the warrant date

Warrants have a five year term and an aggregate fair value of approximately $1,809,535 calculated using the Black-Scholes

option-pricing model.

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

(1) discount rates between 1.74-3.09% (2)

expected life of 5 years, (3) expected volatility between 100.7-103.4%, and (4) zero expected dividends.

Stock-based compensation - options

In December 2014, the Board of Directors

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

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

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

The Plan allowed for the granting of 5,152,942 options or stock awards.

Stock options are exercisable generally for a period of 10 years

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

As of December 31, 2020, 1,247,205 shares were available for future

grants under the Plan.

The Company uses the simplified method for

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

During the year ended December 31, 2020,

the Company awarded a total of 1,000,000 options to employees with exercise prices ranging from $28.00- $45.61 and a 10-year term

vesting over 4-year period.

The options have an aggregate fair value of $32.4 million calculated using the Black-Scholes option-pricing

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 December 22, 2021, the Company awarded a total of 65,000 options

to various consultants with an exercise price of $ 21.11 and a 10 -year term, vesting over a 1 to 4 -year period.

The options have an aggregate

fair value of approximately $ 1.1 million, calculated using the Black-Scholes option-pricing model.

Variables used in the Black-Scholes

option-pricing model include:

(1) discount rate of 1.23 – 1.31 % (2) expected life of 5.5 – 6.25 years, (3) expected volatility

of 96 – 98 %, and (4) zero expected dividends.

These awards are subject to shareholder approval of the above-described amendment

to the 2021 Plan.

On December 17, 2021, the Company awarded a total of 5,477,004 options

to the board or directors, various employees, and consultants with an exercise price of $ 19.03 and a 10 -year term, vesting over

a 1 to 4 -year period.

The options have an aggregate fair value of approximately $ 81.6 million, calculated using the Black-Scholes option-pricing

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

1 unchanged sentence

5.00 years, (3) expected volatility of 97 - 99 %, and (4) zero expected dividends.

During the year ended December 31, 2020,

the Company recognized additional compensation expense of approximately $1,500,000 related to acceleration of vesting and a nominal

amount related to the modification of certain options in connection with the separation and settlement agreement with Dr.

Vitolo (see note 11).

During the year ended December 31, 2020,

the Company recognized compensation expense of approximately $484,000 related to the extended period of time to allow for some

options to vest under the separation and settlement agreement with Dr.

Thomas Wessel.

This was considered a Type III modification

and as a result the total expense of $1.8 million previously recognized was reversed as the options would not have vested prior

to the modification (see note 11).

On December 19, 2019, the Company granted employees

options to purchase a total of 1,295,000 shares of common stock.

The options have a ten-year term and have an exercise price of

$43.47 and vest over 4 years.

The options have an aggregate fair value of $46,904,043 calculated using the Black-Scholes option-pricing

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

(1) discount rate of 1.79% (2) expected life of 6.25 years,

(3) expected volatility of 108.2%, and (4) zero expected dividends.

On December 19, 2019, the Company granted a

consultant options to purchase a total of 10,000 shares of common stock.

The options have a ten-year term and have an exercise

price of $43.47 and vest immediately.

The options have an aggregate fair value of $338,992 calculated using the Black-Scholes option-pricing

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

(1) discount rate of 1.73% (2) expected life of 5 years,

(3) expected volatility of 107.4%, and (4) zero expected dividends.

On April 1, 2019, the Company granted various

employees options to purchase a total of 37,500 shares of common stock.

The options have a ten-year term and have an exercise price

of $7.04 and vest over 4 years.

The options have an aggregate fair value of $214,000 calculated using the Black-Scholes option-pricing

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

(1) discount rate of 2.37% (2) expected life of 6.25 years,

(3) expected volatility of 101.5%, and (4) zero expected dividends.

On December 20, 2018, the Company granted various employees options

to purchase a total of 675,000 shares of common stock.

The options have a ten-year term and have an exercise price of $4.60 and

vest over 4 years.

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

3,821,118 of the awards are subject to shareholder approval

of the above-described amendment to the 2021 Plan.

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.

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.

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 December 31, 2021, six performance metrics for 520,000 options were met.

Vesting of such

options is subject to the passage of time.

At December 31, 2021, the Company incurred expense of $3,392,419 related to these options.

the year ended December 31, 2020, the Company awarded a total of 1,000,000 options to employees with exercise prices ranging from $28.00-

$45.61 and a 10-year term vesting over 4-year period.

The options have an aggregate fair value of $32.4 million calculated using the

Black-Scholes option-pricing model.

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

(1) discount rate of 2.69% (2) expected life of 6.25 years, (3)

expected volatility of 102.3%, and (4) zero expected dividends.

(1) discount rate of 0.36%-0.83%

(2) expected life of 6.25 years, (3) expected volatility of 101%-108%, and (4) zero expected dividends.

the year ended December 31, 2020, the Company recognized additional compensation expense of approximately $ 1,500,000 related to acceleration

of vesting and a nominal amount related to the modification of certain options in connection with the separation and settlement agreement

Ottavio Vitolo (see note 10).

During the year ended December 31, 2020, the Company

recognized compensation expense of approximately $ 484,000 related to the extended period of time to allow for some options to vest under

the separation and settlement agreement with Dr.

Thomas Wessel.

This was considered a Type III modification and as a result the total

expense of $ 1.8 million previously recognized was reversed as the options would not have vested prior to the modification (see note 10).

Therapeutics, Inc.

to Consolidated Financial Statements

summary of the changes in options outstanding for the periods ended December 31, 2020 and 2019, and June 30, 2019 is as follows:

summary of the changes in options outstanding for the years ended December 31, 2021 and 2020 is as follows:

Number of Shares

2 unchanged sentences

Aggregate Intrinsic

Outstanding and expected to vest at June 30, 2018

Outstanding and expected to vest at June 30, 2019

Outstanding and expected to vest at December 31, 2019

Outstanding and expected to vest at December 31, 2020

Outstanding and expected to vest at December 31, 2021

Options exercisable at December 31, 2021

At December 31, 2020, the Company has unrecognized stock-based

compensation expense of approximately $53,502,000 related to unvested stock options over the weighted average remaining service

At December 31, 2021, the Company has unrecognized

stock-based compensation expense of approximately $ 143,200,000 related to unvested stock options over the weighted average remaining service

period of 2.94 years.

The weighted average fair value of options granted during the years ended December 31, 2020 and 2019, the

six months ended December 31, 2019 and the year ended June 30, 2019 was approximately $32.45, $24.00 (unaudited), $24.31 and $3.84

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

Six Months ended

The weighted average fair value of options granted during the years ended December 31, 2021 and 2020 was approximately

$22.15 and $32.45 per share, respectively, on the date of grant using the Black-Scholes option pricing model with the following assumptions:

Risk free interest rate

0.59 to 1.31 %

0.36 to 0.83 %

Dividend yield

Expected term (in years)

Therapeutics, Inc.

to Consolidated Financial Statements

A summary of the changes in outstanding warrants during the

year ended December 31, 2020 and six months ended December 31.

2019, and year ended June 30, 2019 is as follows:

summary of the changes in outstanding warrants during the years ended December 31, 2021 and 2020 is as follows:

Number of Shares

Weighted Average Exercise Price Per Share

Outstanding at June 30, 2018

Forfeited/Expired

Outstanding at June 30, 2019

Forfeited/Expired

Outstanding at December 31, 2019

( 1,211,199 )

Forfeited/Expired

Outstanding at December 31, 2020

Outstanding at December 31, 2021

Warrants exercisable at December 31, 2021

in the warrants outstanding at June 30, 2018 are 643,643 warrants that expired in the year ended June 30, 2019.

These warrants

had an exercise price that was subject to downward adjustment on the sale of equity at prices below their original exercise price.

On December 16, 2020, the Company granted

20,000 warrants to a consultant with an exercise price of $34.87, a 5-year term and vesting over 4 years.

The warrants have an

aggregated fair value of $479 thousand using the Black-Scholes option-pricing model.

Variables used in the Black-Scholes option-pricing

model include:

(1) discount rate of 0.37% (2) expected life of 3.75 years, (3) expected volatility of 105%, and (4) zero expected

On December 16, 2020, the Company granted

108,000 warrants to consultants with an exercise price of $34.87, a 5-year term and vesting based on future events.

have an aggregated fair value of $2.86 million that was calculated using the Black-Scholes option-pricing model.

Variables used

in the Black-Scholes option-pricing model include:

(1) discount rate of 0.37% (2) expected life of 5 years, (3) expected volatility

of 105%, and (4) zero expected dividends

On April 27, 2020, the Company granted

2,000 warrants to a consultant with an exercise price of $37.67, a 5-year term and immediate vesting.

The warrants have an aggregated

fair value of $48 thousand that was calculated using the Black-Scholes option-pricing model.

Variables used in the Black-Scholes

option-pricing model include:

(1) discount rate of 0.27% (2) expected life of 2.5 years, (3) expected volatility of 116%, and (4)

zero expected dividends.

On April 1, 2020, the Company granted 120,000

warrants to consultants with an exercise price of $31.59, a 5-year term and immediate vesting.

The warrants have an aggregated

fair value of $2.5 million that was calculated using the Black-Scholes option-pricing model.

Variables used in the Black-Scholes

option-pricing model include:

(1) discount rate of 0.26% (2) expected life of 2.5 years, (3) expected volatility of 118%, and (4)

zero expected dividends.

On October 8, 2019, the Company granted

15,000 warrants to a contractor with an exercise price of $10.85, non-cancellable term and immediate vesting.

The warrants have

an aggregated fair value of $121,252 that was calculated using the Black-Scholes option-pricing model.

Variables used in the Black-Scholes

option-pricing model include:

(1) discount rate of 1.36% (2) expected life of 5 years, (3) expected volatility of 100%, and (4)

zero expected dividends.

Therapeutics, Inc.

to Consolidated Financial Statements

On August 1, 2019, the Company granted

6,250 warrants to a contractor with an exercise price of $8.80, a 10-year term and immediate vesting.

The warrants have an aggregated

fair value of $41,386 that was calculated using the Black-Scholes option-pricing model.

Variables used in the Black-Scholes option-pricing

model include:

(1) discount rate of 1.68% (2) expected life of 5 years, (3) expected volatility of 101.1%, and (4) zero expected

On March 9, 2019, the Company granted 17,857

warrants to a consultant with an exercise price of $7.00, a 5-year term and immediate vesting.

The warrants have an aggregated

fair value of $95,131 that was calculated using the Black-Scholes option-pricing model.

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 25% after year one and 6.25% quarterly

there after until 100% vested.

The warrants have an aggregate fair value of $ 891,265 calculated using the Black-Scholes option-pricing

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

(1) discount rate of 1.10 % (2) expected life of 6.25 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 2.42% (2) expected life of 5 years, (3) expected volatility of 102.0%, and (4) zero expected

On January 1, 2019, the Company granted

30,000 warrants to a contractor with an exercise price of $4.60, a 10-year term and quarterly vesting over four years vesting.

The warrants have an aggregated fair value of $112,183 that was calculated using the Black-Scholes option-pricing model.

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.

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 December 20, 2018, the Company granted

25,000 warrants to a contractor with an exercise price of $4.60, a 10-year term and immediate vesting.

The warrants have an aggregated

fair value of $93,762 that was calculated using the Black-Scholes option-pricing model.

Variables used in the Black-Scholes option-pricing

model include:

(1) discount rate of 2.69% (2) expected life of 6.25 years, (3) expected volatility of 102.3%, and (4) zero expected

During the year ended June 30, 2019, the

Company issued an aggregate of 2,260,860 warrants to investors in connection with private placements, with a fair value of approximately

The exercise price ranges from $6.00 to $9.00, vested upon issuance, are non-cancellable and expire on the fifth anniversary

from issuance.

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 rates of 1.74-3.09% (2) expected

life of 5 years, (3) expected volatility of 100.7-103.4%, and (4) zero expected dividends.

At December 31, 2020, the Company had $3.4

million of unrecognized stock-based compensation expense related to outstanding warrants.

At December 31, 2020, the aggregate intrinsic

value of warrants vested and outstanding was $61.2 million.

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

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

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 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 December 31, 2021, six performance metrics for 200,000 warrants were met.

Vesting of such options is subject

to the passage of time.

At December 31, 2021, the Company incurred expense of $ 1,304,776 related to these warrants.

December 16, 2020, the Company granted 20,000 warrants to a consultant with an exercise price of $ 34.87 , a 5 -year term and vesting over

The warrants have an aggregated fair value of $ 479 thousand using the Black-Scholes option-pricing model.

Variables used in

the Black-Scholes option-pricing model include:

(1) discount rate of 0.37 % (2) expected life of 3.75 years, (3) expected volatility of

105 %, and (4) zero expected dividends

December 16, 2020, the Company granted 108,000 warrants to consultants with an exercise price of $ 34.87 , a 5 -year term and vesting based

on future events.

The warrants have an aggregated fair value of $ 2.86 million that was calculated using the Black-Scholes option-pricing

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

(1) discount rate of 0.37 % (2) expected life of 5 years, (3)

expected volatility of 105 %, and (4) zero expected dividends

April 27, 2020, the Company granted 2,000 warrants to a consultant with an exercise price of $ 37.67 , a 5 -year term and immediate vesting.

The warrants have an aggregated fair value of $ 48 thousand that was calculated using the Black-Scholes option-pricing model.

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

(1) discount rate of 0.27 % (2) expected life of 2.5 years, (3) expected volatility

of 116 %, and (4) zero expected dividends.

April 1, 2020, the Company granted 120,000 warrants to consultants with an exercise price of $ 31.59 , a 5 -year term and immediate vesting.

The warrants have an aggregated fair value of $ 2.5 million that was calculated using the Black-Scholes option-pricing model.

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

(1) discount rate of 0.26 % (2) expected life of 2.5 years, (3) expected volatility

of 118 %, and (4) zero expected dividends.

Therapeutics, Inc.

to Consolidated Financial Statements

At December 31, 2021, the Company had $ 12.4 million

of unrecognized stock-based compensation expense related to outstanding warrants.

At December 31, 2021, the aggregate intrinsic value

of warrants vested and outstanding was $ 31.3 million.

compensation by class of expense

following summarizes the components of stock-based compensation expense which includes common stock, stock options, warrants and

restricted stock in the consolidated statements of operations (rounded to nearest $00):

Six Months ended

following summarizes the components of stock-based compensation expense which includes common stock, stock options, warrants and restricted

stock in the consolidated statements of operations (rounded to nearest $00):

Research and development

General and administrative

NOTE 9 - INCOME TAXES

8 - INCOME TAXES

provision or benefit for federal or state income taxes has been recorded because the Company has incurred net losses for all periods

presented and has recorded a valuation allowance against its deferred tax assets.

Therapeutics, Inc.

to Consolidated Financial Statements

No provision or benefit for federal or

state income taxes has been recorded because the Company has incurred net losses for all periods presented and has recorded a valuation

allowance against its deferred tax assets.

components of the Company’s deferred tax assets are as follows at:

Deferred tax assets:

4 unchanged sentences

Nonqualified Stock Options

Intangibles and Fixed Assets

valuation allowance

1 unchanged sentence

( 50,420,000 )

(23,289,000 )

On March 27, 2020, the Coronavirus

Aid Relief and Economic Security (“CARES”) Act was signed into law.

The Act contains several new or changed

income tax provisions, including but not limited to the following:

increased limitation threshold for determining deductible interest

expense, class life changes to qualified improvements (in general, from 39 years to 15 years) and the ability to carry back net

operating losses (“NOLs”) incurred from tax years 2018 through 2020 up to the five preceding tax years.

2020, the Coronavirus Aid Relief and Economic Security (“CARES”) Act was signed into law.

The Act contains several

new or changed income tax provisions, including but not limited to the following:

increased limitation threshold for determining deductible

interest expense, class life changes to qualified improvements (in general, from 39 years to 15 years) and the ability to carry back

net operating losses (“NOLs”) incurred from tax years 2018 through 2020 up to the five preceding tax years.

of these provisions are either not applicable or have no material effect on the Company.

The Company has maintained a full valuation

allowance against its deferred tax assets at December 31, 2020 and 2019, and June 30, 2019.

A valuation allowance is required to

be recorded when it is more likely than not that some portion or all of the net deferred tax assets will not be realized.

the Company cannot be assured of realizing the net deferred tax asset, a full valuation allowance has been provided.

The valuation

allowance increased/(decreased) for the year ended December 31, 2020, the six months December 31, 2019 and the year ended June

30, 2019, by approximately $24,469,000, $2,662,000, and $4,357,000, respectively.

Deferred tax asset for net operating loss carryforwards

at December 31, 2020 was adjusted with the corresponding offset to valuation allowance.

At December 31, 2020, the Company had federal, New York State

and New York City net operating loss (NOL) carryforwards of approximately $72,507,000, $68,854,000 and $68,470,000 respectively,

The Company has maintained a full valuation allowance

against its deferred tax assets at December 31, 2021 and 2020.

A valuation allowance is required to be recorded when it is more likely

than not that some portion or all of the net deferred tax assets will not be realized.

Since the Company cannot be assured of realizing

the net deferred tax asset, a full valuation allowance has been provided.

The valuation allowance increased/(decreased) for the years

ended December 31, 2021 and 2020 by approximately $ 45,775,000 and $ 24,469,000 , respectively.

Deferred tax asset for net operating loss

carryforwards at December 31, 2021 was adjusted with the corresponding offset to valuation allowance.

Therapeutics, Inc.

to Consolidated Financial Statements

At December 31, 2021, the Company had federal,

New York State and New York City net operating loss (NOL) carryforwards of approximately $92,543,000, $91,755,000 and $91,371,000 respectively,

which begin expiring in 2027, 2032 and 2032 respectively.

Approximately $27,037,000 federal NOL can be carried forward indefinitely

but it is limited to 80% of future taxable income.

The Company also has federal research and development tax credit carryforwards

of approximately $3,407,000 that will begin to expire in 2028.

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

if it experiences an "ownership change"

as defined in Section 382 ("Section 382") of the Internal Revenue Code

of 1986, as amended.

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

of a corporation's stock by more than 50 percentage points over their lowest percentage ownership at any time during the testing

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

The Company has not completed an analysis

to determine whether any such limitations have been triggered as of December 31, 2020.

Approximately $47,072,000 federal NOL can be carried forward indefinitely but

it is limited to 80% of future taxable income.

The Company also has federal research and development tax credit carryforwards of approximately

$ 5,308,000 that will begin to expire in 2028.

The Company's ability to use its NOL carryforwards may be limited if it experiences

an "ownership change" as defined in Section 382 ("Section 382") of the Internal Revenue Code of 1986, as amended.

An ownership change generally occurs if certain stockholders increase their aggregate percentage ownership of a corporation's stock by

more than 50 percentage points over their lowest percentage ownership at any time during the testing period, which is generally the three-year

period preceding any potential ownership change.

The Company has not completed an analysis to determine whether any such limitations have

been triggered as of December 31, 2021.

reconciliation of the statutory tax rate to the effective tax rate is as follows:

December 31, 2020

December 31, 2019

Six Months Ended

Statutory federal income tax rate

3 unchanged sentences

Effective income tax rate

Company does not have any uncertain tax positions at December 31, 2020, December 31, 2019 and June 30, 2019 that would affect

its effective tax rate.

The Company does not anticipate a significant change in the amount of unrecognized tax benefits over the

next twelve months.

Because the Company is in a loss carryforward position, the Company is generally subject to US federal and

state income tax examinations by tax authorities for all years for which a loss carryforward is available.

If and when applicable,

the Company will recognize interest and penalties as part of income tax expense.

Therapeutics, Inc.

to Consolidated Financial Statements

NOTE 10 - COMMITMENTS AND CONTINGENCIES

August 20, 2007, the Company entered into a License Development and Commercialization Agreement with Wonpung Mulsan Co, a shareholder

of the Company.

Wonpung has exclusive territorial rights in countries it selects in Asia to market up to two drugs the Company

is currently developing and a right of first refusal (ROFR) for up to an additional five drugs that the Company may develop in

the future as defined in more detail in the license agreement.

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

products it is currently developing.

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

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

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

Party Licensor

Based upon a prior acquisition, the Company

assumed an obligation to pay a third party (Dr.

Company does not have any uncertain tax positions at December 31, 2021 and 2020, that would affect its effective tax rate.

does not anticipate a significant change in the amount of unrecognized tax benefits over the next twelve months.

Because the Company

is in a loss carryforward position, the Company is generally subject to US federal and state income tax examinations by tax authorities

for all years for which a loss carryforward is available.

If and when applicable, the Company will recognize interest and penalties as

part of income tax expense.

9 - 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 23, 2022, 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 arbitration.

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.

Inturrisi and Dr.

Paolo Manfredi - see below):

(A) royalty payments

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

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

received by licensee;

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

The Company will also make milestone payments of up to $4 or

$2 million, for the first commercial sale of product in the field that has a single active pharmaceutical ingredient, and for the

first commercial sale of product in the field of product that has more than one active pharmaceutical ingredient, respectively.

As of December 31, 2020, the Company has not generated any revenue related to this license agreement.

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.

(A) royalty payments up to 2% on net sales of licensed

products that are not sold by sublicensee and (B) on each and every sublicense earned royalty payment received by licensee from its sublicensee

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

or (ii) up to 2% of net sales

of sublicensee.

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

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

more than one active pharmaceutical ingredient, respectively.

As of December 31, 2020, the Company has not generated any revenue related

to this license agreement.

Therapeutics, Inc.

to Consolidated Financial Statements

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

esmethadone in the context of psychiatric use (the Existing Invention) to Licensor.

Licensor then granted Relmada under the License

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

regarding esmethadone in the context of other indications such as those contemplated above.

In consideration of the rights granted

to Relmada under the License Agreement, Relmada paid the Licensor an upfront, non-refundable license fee of $180,000.

Additionally,

Relmada will pay Licensor $45,000 every three months until the earliest to occur of the following events:

(i) the first commercial

sale of a licensed product anywhere in the world, (ii) the expiration or invalidation of the last to expire or be invalidated of

the patent rights anywhere in the world, or (iii) the termination of the License Agreement.

Relmada will also pay Licensor tiered

royalties with a maximum rate of 2%, decreasing to 1.75%, and 1.5% in certain circumstances, on net sales of licensed products

covered under the License Agreement.

Relmada will also pay Licensor tiered payments up to a maximum of 20%, and decreasing to 17.5%,

and 15% in certain circumstances, of all consideration received by Relmada for sublicenses granted under the License Agreement.

As of January 1, 2019, the Company changed

its corporate headquarters to 880 Third Avenue, 12th Floor, New York, New York 10022 pursuant to a lease agreement with an initial

monthly rent of $7,500.

The lease period was for one year.

The lease agreement expired on December 31, 2019 and was renewed for

calendar years 2020 and 2021.

As the Company’s leases consist of one lease for their corporate headquarters, which is for

a period of 12 months or less.

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

The Company incurred rent expense of approximately

$165,900, 93,900, $47,100, and $114,800 for the year ended December 31, 2020 and December 31, 2019 (unaudited), the six months

ended December 31, 2019 and year ended June 30, 2019, respectively.

In June 2015, the Company entered into

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

corporate headquarter, with a third party.

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

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

(Actinium), with whom the Company shared two common board

members until June 6, 2017, for the office space.

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

renewal provision.

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

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

On June 8, 2017, the Company entered into

an Amended and Restated License Agreement with Actinium.

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

the furniture, fixtures, equipment and tenant improvements located in the office (FFE) for a license fee of $7,529 per month until

December 8, 2022.

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

less any previously paid license fees.

Paolo Manfredi (collectively, the Licensor).

to the Agreements, Relmada assigned its existing rights, including patents and patent applications, to esmethadone in the context of psychiatric

use (the Existing Invention) to Licensor.

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

license to commercialize the Existing Invention and certain further inventions regarding esmethadone in the context of other indications

such as those contemplated above.

In consideration of the rights granted to Relmada under the License Agreement, Relmada paid the Licensor

an upfront, non-refundable license fee of $180,000.

Additionally, Relmada will pay Licensor $45,000 every three months until the earliest

to occur of the following events:

(i) the first commercial sale of a licensed product anywhere in the world, (ii) the expiration or invalidation

of the last to expire or be invalidated of the patent rights anywhere in the world, or (iii) the termination of the License Agreement.

Relmada will also pay Licensor tiered royalties with a maximum rate of 2%, decreasing to 1.75%, and 1.5% in certain circumstances, on

net sales of licensed products covered under the License Agreement.

Relmada will also pay Licensor tiered payments up to a maximum of

20%, and decreasing to 17.5%, and 15% in certain circumstances, of all consideration received by Relmada for sublicenses granted under

the License Agreement.

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

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 agreement.

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, LLC.

and Subleases

August 1, 2021, the Company relocated its corporate headquarters to 2222 Ponce de Leon Blvd., Floor 3 Coral Gables, Florida 33134 pursuant

to a lease agreement with monthly rent of approximately $ 11,000 .

The lease period was for five months .

The lease agreement expired on

December 31, 2021 and was renewed for the calendar year 2022.

As the Company’s leases consist of one lease for their corporate

headquarters, which is for a period of 12 months or less.

The Company has elected the practical expedient and recognizes rent expense

evenly over the 12 months.

The Company incurred

rent expense of approximately $ 111,800 and $ 165,900 for the years ended December 31, 2021 and 2020, 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 the office (FFE) for a license fee of $7,529 per month until December 8, 2022.

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

license fees.

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

On June 8, 2017 the Company derecognized

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

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

As of December 31, 2020 and 2019, and June 30, 2019, the balance

of unearned interest income was approximately $14,900, $32,100 and 43,000, respectively.

On June 8, 2017 the Company derecognized the underlying assets of $493,452,

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

fixed assets of $96,403.

As of December 31, 2021 and 2020, the balance of unearned interest income was approximately $ 4,000 and $ 14,900 ,

respectively.

The future minimum lease payments to be received

under the lease for each year as of December 31, 2021 are as follows:

Therapeutics, Inc.

to Consolidated Financial Statements

The future minimum lease payments to be

received under the lease for each year as of December 31, 2020 are as follows:

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

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

Except as disclosed below, the Company is currently not aware of any legal proceedings or potential claims against it whose outcome

would be likely, individually or in the aggregate, to have a material adverse effect on the Company’s business, financial

condition, operating results, or cash flows.

Brought by Former Officer

2014, Relmada dismissed with prejudice its lawsuit against Najib Babul, which had sought to compel Dr.

Babul, Relmada’s

former President, to account for questionable expenditures of Relmada funds made while Babul controlled the Company.

Relmada’s

decision to end its claims was informed by the fact that Babul came forward with plausible explanations for some of the expenditures,

and the fact that, because Babul was a former officer and director of Relmada being sued for his conduct in office, the Company

was required to advance his expenses of the litigation;

hence, Relmada was paying all the lawyers and consultants on both sides

of the dispute.

Relmada also agreed to reinstate certain stock purchase warrants in Babul’s name, which had been cancelled

during the pendency of the litigation, and offered Babul the right to exchange his shares in Relmada Therapeutics, Inc.

corporation and subsidiary of the Company) for shares in the Company.

has brought a second lawsuit against Relmada.

Ruling on Relmada’s Motion to Dismiss, the United States District Court for

the Eastern District of Pennsylvania dismissed Babul’s claims for breach of contract and intentional infliction of emotional

distress, and left intact his claims for defamation, and wrongful use of civil process.

February 6, 2019, the Company entered into a settlement agreement in which Babul relinquished his 303,392 shares in Relmada, signed

a consulting contract and Relmada committed to a $500,000 initial payment and four subsequent payments of $250,000 on March 31,

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

accounting purposes, no fair value was attributed to the consulting agreement.

The Company recorded a loss on settlement of $1,105,590

included in the general and administrative expenses for the year ended June 30, 2019.

The loss represents the total cash payments

of $1,500,000 less the fair value of the shares relinquished of $394,410.

Lawsuit Brought by Current Employee

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

Except as disclosed

below, the Company is currently not aware of any legal proceedings or potential claims against it whose outcome would be likely, individually

or in the aggregate, to have a material adverse effect on the Company’s business, financial condition, operating results, or cash

Brought by Current Employee

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

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

The Company intends to defend the lawsuit vigorously, it is currently in

discovery and the ultimate outcome is not known.

NOTE 11 - RELATED PARTY TRANSACTIONS

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

10 - RELATED PARTY TRANSACTIONS

Effective March 6, 2020, Dr.

Vitolo entered

into a Separation and Severance Agreement with the Company.

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

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

Vitolo entered into

a Separation and Severance Agreement with the Company.

Pursuant to the terms of the agreement, the Company paid Dr.

Vitolo a severance

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

In addition, Dr.

Vitolo’s options granted under

the Company’s 2014 Stock Option and Equity Incentive Plan continued to vest until September 6, 2020.

Vitolo shall have

until March 6, 2021 to exercise his vested options and he shall be allowed to use a cashless exercise provision to exercise his

vested options.

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

agreed to pay accrued and unpaid salary, vacation time and attorney’s fees totaling approximately $45,000.

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

Vitolo exercised 126,562 during 2020

and the remaining options expired on March 6, 2021 .

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

provisions, and the Company paid accrued and unpaid salary, vacation time and attorney’s fees totaling approximately $ 45,000 .

Effective December 31, 2020, Dr.

entered into a Separation and Severance Agreement with the Company.

Pursuant to the terms of the agreement, the Company agreed

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

Wessel entered

into a Separation and Severance Agreement with the Company.

Pursuant to the terms of the agreement, the Company paid Dr.

Wessel a severance

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

In addition, Dr.

Wessel’s options granted

under the Company’s 2014 Stock Option and Equity Incentive Plan continued to vest until June 30, 2021.

Wessel shall have

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

his vested options.

Wessel’s options granted under the Company’s 2014

Stock Option and Equity Incentive Plan continued to vest until June 30, 2021.

Wessel had until December 31, 2021 to exercise his vested

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

Wessel’s options expired

on December 31, 2021.

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

agreed to pay accrued vacation time totaling approximately $28,940.

NOTE 12 - OTHER POSTRETIREMENT

paid accrued vacation time totaling approximately $ 28,940 .

NOTE 11 - OTHER POSTRETIREMENT BENEFIT PLAN

Relmada participates

in a multiemployer 401(k) plan that permits eligible employees to contribute funds on a pretax basis subject to maximum allowed

under federal tax provisions.

The Company matches 100% of the first 3% of employee contributions, plus 50% of employee contributions

that exceed 3% but do not exceed 5%.

The employees

choose an amount from various investment options for both their contributions and the Company’s matching contribution.

Company’s contribution expense was $90,692, $20,081, $10,261, and $18,853 for the year ended December 31, 2020 and December

31, 2019 (unaudited), the six months ended December 31, 2019 and year ended June 30, 2019, respectively.

13 - SUBSEQUENT EVENTS

From January 1 st through March

15, 2021, 271,366 warrants with an average exercise price of $5.31 were exercised, for net proceeds of $1,441,382.

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 $ 112,910 and $ 90,692 for the years ended December 31, 2021 and 2020, respectively.

NOTE 12 - SUBSEQUENT EVENTS

From January 1 st through March 23,

15, 2021, 141,625 options with an average exercise price of $3.30 were exercised, for net proceeds of $467,772.

On January 7, 2021, the Company awarded

a total of 1,490,000 options to employees and board of directors at an exercise price of $33.43 and a 10-year term vesting over

a four-year period.

The grants to the employees are 50% based on a four year vesting term and the other 50% are based on milestones

On January 7, 2021, the Company awarded

Manfredi and Pappagallo, Acting CSO and Acting CMO, respectively, 200,000 warrants each, with an exercise price of $33.43

per share and a duration of 10 years from 1/7/2021.

Half of each award shall vest 6.25% per quarter starting 4/7/21.

half of each award shall vest 25% on 1/7/22, then 6.25% per quarter, and shall be subject to the same forfeiture for contingencies

as the management options.

On February 3, 2021, the Company awarded

a total of 25,000 options to a new employee with an exercise price of $34.47 and a 10-year term vesting over a four-year period.

The Company’s lease agreement at

880 Third Avenue expired on December 31, 2020 and has been renewed for calendar year 2021.

Included in this lease is additional

office space on the 10 th floor along with the existing space on the 5 th floor for an average monthly cost

of approximately $8,730.

of the agreements filed as exhibits to this Report contain representations and warranties by the parties to the agreements that

have been made solely for the benefit of the parties to the agreement.

2022, 20,000 options with an exercise price of $ 3.24 were exercised, for net proceeds of $ 64,800 .

On February 7, 2022, the Company issued a total

of 655,593 common shares through its ATM equity offering facility for net proceeds of $ 10,994,486 .

On March 7, 2022, the Company issued a total of

953,750 common shares through its ATM equity offering facility for net proceeds of $ 18,604,055 .

From January 1 st through March 14, 2022, 160,000 options

were issued to various consultants with an exercise price ranging from $ 18.00 to $ 22.53 .

These awards are subject to shareholder approval

of the amendment to the 2021 Plan described in Note 6 above.

The Company’s lease agreement at 2222 Ponce

de Leon Blvd expired on December 31, 2021 and has been renewed for calendar year 2022 for an average monthly cost of approximately $ 6,550 .

of the agreements filed as exhibits to this Report contain representations and warranties by the parties to the agreements that have

been made solely for the benefit of the parties to the agreement.

These representations and warranties:

have been qualified by disclosures that were made to the other parties in connection

with the negotiation of the agreements, which disclosures are not necessarily reflected

in the agreements;

have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements, which

disclosures are not necessarily reflected in the agreements;

apply standards of materiality that differ from those of a reasonable investor;

made only as of specified dates contained in the agreements and are subject to subsequent

developments and changed circumstances.

these representations and warranties may not describe the actual state of affairs as of the date that these representations and

warranties were made or at any other time.

made only as of specified dates contained in the agreements and are subject to subsequent developments and changed circumstances.

these representations and warranties may not describe the actual state of affairs as of the date that these representations and warranties

were made or at any other time.

Investors should not rely on them as statements of fact.

1 unchanged sentence

Relmada Therapeutics, Inc.

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

Articles of Incorporation of Camp Nine, Inc.

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

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

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

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

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

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

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

8-K filed with the SEC on May 19, 2014).

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

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

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

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

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

Amended and Restated Certificate of Incorporation of Relmada Therapeutics, Inc.

(incorporated by reference to Exhibit 3.2(i)

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

Amendment effective April 19, 2013 to Certificate of Incorporation of Relmada Therapeutics, Inc.

(incorporated by reference

to Exhibit 3.2(ii) of Relmada’s Form 8-K filed with the SEC on May 27, 2014).

Certificate of Amendment to Articles of Incorporation of Relmada Therapeutics, Inc.

(incorporated by reference to Exhibit

3.1 of Relmada’s Form 10-Q filed with the SEC on February 13, 2015).

Certificate of Change of Relmada Therapeutics, Inc.

dated August 4, 2015 (incorporated by reference to Exhibit 3.1 of Relmada’s

Form 8-K filed with the SEC on August 10, 2015).

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

Certificate of Change of Relmada Therapeutics, Inc.

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

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

Amended and Restated Bylaws of Relmada Therapeutics, Inc.

(incorporated by reference to Exhibit 3.2 of Relmada’s Form

8-K filed with the SEC on November 25, 2015).

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

Series A Preferred

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

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

8% Senior Subordinated

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

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

(incorporated by reference to Exhibit 4.4

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

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

(incorporated by reference to Exhibit 4.2 of Relmada’s

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

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

February 12, 2018).

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

SEC on February 12, 2018).

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

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

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

Issued and Outstanding Capital Stock,”

“—Common Stock,”

“—Forum for Adjudication of Disputes, “—Anti-takeover Effects of Our Articles of Incorporation and By-laws, and “—Anti-takeover Effects of Nevada Law”

in the Company’s Registration Statement on Form S-3 (File No.

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

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

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

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

2 unchanged sentences

(incorporated by reference

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

Non-Disclosure,

Assignment of Inventions, Non-Solicitation and Non-Compete Agreement dated as of April 18, 2012 between Sergio Traversa and

Relmada Therapeutics, Inc.

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

Indemnification

Agreement dated July 10, 2012 between Relmada Therapeutics, Inc.

and Sergio Traversa (incorporated by reference to Exhibit

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

Relmada Therapeutics, Inc.

Stock Option and Equity Incentive Plan (incorporated by reference to Exhibit 10.11 of Relmada’s

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

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

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

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

the SEC on December 9, 2014)

2 unchanged sentences

(incorporated by reference

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

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

1 unchanged sentence

(incorporated

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

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

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

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

the SEC on August 7, 2015).

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

August 7, 2015).

and Restated Employment Agreement, dated August 5, 2015, by and between Relmada Therapeutics, Inc.

and Sergio Traversa (incorporated

by reference to Exhibit 10.4 of Relmada’s Form 8-K filed with the SEC on August 7, 2015).

and Consent Agreement, dated June 6, 2017, among 275 Madison Avenue RPW 1 LLC, 275 Madison Avenue RPW 2, LLC, Actinium Pharmaceuticals,

and Relmada Therapeutics, Inc.

(incorporated by reference to Exhibit 10.21 of Relmada’s Form 10-K filed with the

SEC on September 28, 2017).

2 unchanged sentences

(incorporated by reference

to Exhibit 10.22 of Relmada’s Form 10-K filed with the SEC on September 28, 2017).

and Restated License Agreement, dated June 8, 2017, between Actinium Pharmaceuticals, Inc.

and Relmada Therapeutics, Inc.

(incorporated by reference to Exhibit 10.23 of Relmada’s Form 10-K filed with the SEC on September 28, 2017).

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

1 unchanged sentence

Paolo Manfredi (incorporated

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

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

Inturrisi and Dr.

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

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

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

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

the SEC on February 12, 2018).

Letter, Dated March 28, 2018, between Relmada Therapeutics, Inc.

and Ottavio Vitolo (incorporated by reference to Exhibit

10.1 of Relmada’s Form 10-Q filed with the SEC on May 14, 2018).

Indemnification

Agreement, dated April 2, 2018, between Relmada Therapeutics, Inc.

and Ottavio Vitolo (incorporated by reference to Exhibit

10.2 of Relmada’s Form 10-Q filed with the SEC on May 14, 2018).

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

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

1 unchanged sentence

and certain accredited investors (incorporated by reference to

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

Agreement, effective January 1, 2019, between Relmada Therapeutics, Inc.

and 880 Third Avenue Tenant LLC (incorporated by

reference to Exhibit 10.1 of Relmada’s Form 10-Q filed with the SEC on February 13, 2019).

Agreement, dated February 6, 2019, among Najib Babul, Laidlaw & Company (UK) Ltd., Sandesh Seth, and Sergio Traversa (incorporated

by reference to Exhibit 10.2 of Relmada’s Form 10-Q filed with the SEC on February 13, 2019).

Agreement, effective March 25, 2019, between Relmada Therapeutics, Inc.

and Najib Babul (incorporated by reference to Exhibit

10.3 of Relmada’s Form 10-Q filed with the SEC on February 13, 2019).

4 to the Relmada Therapeutics, Inc.

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

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

Agreement, dated July 29, 2019, by and between Charles S.

Ence and Relmada Therapeutics, Inc.

(incorporated by reference

to Exhibit 10.1 of Relmada’s Form 8-K filed with the SEC on July 29, 2019).

Indemnification

Agreement, dated July 29, 2019, by and between Charles S.

Ence and Relmada Therapeutics, Inc.

(incorporated by reference to

Exhibit 10.2 of Relmada’s Form 8-K filed with the SEC on July 29, 2019).

Information and Invention Assignment Agreement, dated July 29, 2019, by and between Charles S.

Ence and Relmada Therapeutics,

(incorporated by reference to Exhibit 10.3 of Relmada’s Form 8-K filed with the SEC on July 29, 2019).

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

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

accredited investors named therein (incorporated by reference to Exhibit 10.4 of Relmada’s Form 10-Q filed with the

SEC on November 13, 2019).

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

accredited investors named therein (incorporated by reference to Exhibit 10.5 of Relmada’s Form 10-Q filed with the

SEC on November 13, 2019).

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

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

No.1 To License Agreement dated December 2, 2019, to the License Agreement dated January 16, 2018 between Relmada

1 unchanged sentence

Inturrisi and Dr.

Paolo Manfredi (incorporated by reference to Exhibit 10.2 of Relmada’s

Form 8-K filed with the SEC on December 3, 2019).

1 unchanged sentence

(incorporated by reference

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

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

(incorporated by reference

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

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

(incorporated by reference

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

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

(incorporated by reference

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

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

(incorporated by reference

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

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

(incorporated by reference to

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

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

(incorporated

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

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

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

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

with the SEC on March 9, 2020).

Agreement, dated March 7, 2020, by and between Thomas Wessel and Relmada Therapeutics, Inc.

(incorporated by reference to

Exhibit 10.1 of Relmada’s Form 8-K filed with the SEC on March 12, 2020).

Severance and Separation Agreement, dated April 1, 2020, by and between Ottavio Vitolo and Relmada Therapeutics, Inc.

(incorporated by reference to Exhibit 10.6 of Relmada’s Form 10-Q filed with the SEC on May 15, 2020).

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

and Jefferies LLC.

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

Relmada Therapeutics, Inc., 2021 Equity Incentive Plan

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

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

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

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

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

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

Consent of Marcum LLP

7 unchanged sentences

Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

XBRL Instance Document

XBRL Taxonomy Schema

XBRL Taxonomy Calculation

XBRL Taxonomy Definition

XBRL Taxonomy Label

XBRL Taxonomy Presentation

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf

of the Registrant.

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

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

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the

March 25, 2022

RELMADA THERAPEUTICS, INC.

Sergio Traversa

THERAPEUTICS, INC.

Sergio Traversa

3 unchanged sentences

Maged Shenouda

Financial Officer

1 unchanged sentence

Financial and Accounting Officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf

of the Registrant and in the capacities and on the dates indicated.

Sergio Traversa

Chief Executive

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the

Registrant and in the capacities and on the dates indicated.

Sergio Traversa

Maged Shenouda

Chief Financial Officer

March 24, 2021

Executive Officer, and

Maged Shenouda

Chairman of the Board

March 24, 2021

John Glasspool

March 24, 2021

Financial Officer

John Glasspool

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

What changed 10-K

Item 9A. Controls and Procedures