What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-05-05 compared with 2021-11-12 · 311 added, 376 removed, 348 unchanged (66% of the section changed)

FINANCIAL STATEMENTS

Therapeutics, Inc.

Consolidated Balance Sheets

September 30,

Relmada Therapeutics, Inc.

Condensed Consolidated Balance Sheets

Current assets:

4 unchanged sentences

Total current assets

Fixed assets, net of accumulated depreciation

Lease payments receivable – long term

$ 225,807,609

$ 223,325,811

Commitments and Contingencies (See Note 7)

4 unchanged sentences

Total current liabilities

Total liabilities

Stockholders’ Equity:

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

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

7 unchanged sentences

$ 225,807,609

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

Therapeutics, Inc.

Consolidated Statements of Operations

$ 223,325,811

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

Relmada Therapeutics, Inc.

Condensed Consolidated Statements of Operations

Three months ended

Nine months ended

September 30,

Operating expenses:

5 unchanged sentences

( 22,405,203 )

( 91,520,718 )

( 39,915,222 )

Other (expenses) income:

1 unchanged sentence

Realized loss on short-term investments

Unrealized gain (loss) on short-term investments

Total other income - net

Unrealized loss on short-term investments

( 1,763,287 )

Total other (expense) income

( 1,448,360 )

3 unchanged sentences

Weighted average number of common shares outstanding – basic and diluted

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

Therapeutics, Inc.

Consolidated Statements of Stockholders’ Equity

Nine months ended September 30, 2021

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

Relmada Therapeutics, Inc.

Condensed Consolidated Statements of Changes

in Stockholders’ Equity

Three months ended March 31, 2022

Balance - December 31, 2021

3 unchanged sentences

Stock based compensation

ATM offering, net

Warrant exercised for cash

5 unchanged sentences

$ ( 344,812,895 )

Stock based compensation

Warrant exercised for cash

Options exercised for cash

ATM offering, net of offering costs

$ 210,398,132

( 26,551,944 )

Balance - June 30, 2021

$ 324,917,516

$ ( 228,082,428 )

Warrants issued for license agreement

Stock based compensation

Warrant exercised for cash

Options exercised for cash

Equity offering costs

( 42,606,191 )

Balance - September 30, 2021

$ 343,358,208

$ ( 270,688,619 )

Nine months ended September 30, 2020

Three months ended March 31, 2021

Balance - December 31, 2020

4 unchanged sentences

Warrant exercised for cash

Cashless warrant exercise

Options exercised

Options exercised for cash

( 22,215,181 )

3 unchanged sentences

$ ( 201,530,484 )

$ 113,159,533

Stock based compensation

Warrant exercised for cash

Cashless warrant exercise

Options exercised

Equity offering, net

( 11,118,441 )

Balance - June 30, 2020

$ 273,868,163

$ ( 141,650,666 )

$ 132,233,349

Stock based compensation

Warrant exercised for cash

Cashless warrant exercise

Options exercised

Cashless option exercised

Equity offering costs

( 16,902,507 )

Balance - September 30, 2020

$ 280,746,968

$ ( 158,553,173 )

$ 122,209,984

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

Therapeutics, Inc.

Consolidated Statements of Cash Flows

Nine months ended

September 30,

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

Relmada Therapeutics, Inc.

Condensed Consolidated Statements of Cash Flows

Three months ended

Cash flows from operating activities

3 unchanged sentences

Depreciation expense

Warrants issued for license agreement

Stock-based compensation

Realized loss on short-term investments

Unrealized loss/(gain) on short-term investments

Unrealized loss on short-term investments

Change in operating assets and liabilities:

1 unchanged sentence

Prepaid expenses

( 1,812,288 )

( 1,825,336 )

Accounts payable

8 unchanged sentences

Sale of short-term investments

Net cash provided by (used in) investing activities

Net cash (used in) provided by investing activities

( 10,027,668 )

Cash flows from financing activities

Principal payments of notes payable

Proceeds from issuance of common stock – net

Proceeds from issuance of common stock

Proceeds from options exercised for common stock

1 unchanged sentence

Net cash provided by financing activities

Net increase /(decrease) in cash and cash equivalents

( 28,733,791 )

Net increase in cash and cash equivalents

Cash and cash equivalents at beginning of the period

2 unchanged sentences

Cash paid during the period for:

Non-cash investing and financing activities:

Cashless exercise of warrants for common stock

Cashless exercise of options for common stock

accompanying notes are an integral part of these unaudited condensed consolidated

financial statements.

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

Relmada Therapeutics, Inc.

Notes to Unaudited Consolidated Financial Statements

Notes to Unaudited Condensed Consolidated Financial

NOTE 1 - BUSINESS

25 unchanged sentences

Interim results are not necessarily indicative of the results for the

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

financial statements of the Company for the year ended December 31, 2020 and notes thereto contained in the Company’s Annual Report

on Form 10-K.

As shown in the accompanying financial statements,

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

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

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

of $ 88,087,096 .

Relmada has funded its past operations through equity raises and most

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

exercise of warrants.

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

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

statements of the Company for the year ended December 31, 2021 and notes thereto contained in the Company’s Annual Report on Form

As shown in the accompanying unaudited condensed

consolidated financial statements, the Company incurred negative operating cash flows of $ 19,429,743 for the three months ended March

31, 2022 and has an accumulated deficit of $ 344,812,895 from inception through March 31, 2022.

Relmada has funded its past operations through

equity raises and most recently in the three months ended March 31, 2022, the Company raised net proceeds of $ 29,583,542 from the sale

of common stock through our at-the-market (ATM) equity offering, $ 64,800 through the exercise of options and $ 300,006 through the exercise

Relmada Therapeutics, Inc.

3 unchanged sentences

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

issuance of these unaudited condensed consolidated quarterly financial statements.

Beyond that point management will evaluate the size

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

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

Any such expenditures related to

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

Further, additional financing related to subsequent

issuance of these unaudited condensed 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

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

Further, additional financing related to subsequent clinical

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.

has sufficient funds to maintain operations for at least 12 months from the issuance of these unaudited condensed consolidated financial

Principles of Consolidation

15 unchanged sentences

Actual results could differ from those estimates.

The significant estimates are the valuation of research and development

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

The significant estimates are stock-based compensation expenses and

recorded amounts related to income taxes.

Relmada Therapeutics, Inc.

6 unchanged sentences

held at two high-credit-quality financial institutions.

The Company’s cash deposits at these institutions exceed federally insured

The Company’s cash and cash equivalents at these institutions exceed federally

insured limits.

The Company’s cash balance of $ 44,934,376 at March 31, 2022 at these institutions exceed the federally insured

Short-term Investments

2 unchanged sentences

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

The Company adopted Financial Accounting

Standards Board (FASB) Accounting Standard Update (ASU) 2016-01, Financial Instruments , which requires substantially all equity

investments in nonconsolidated entities to be measured at fair value with recurring changes recognized in earnings, except for those accounted

for using equity method accounting.

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

Substantially all equity investments in

nonconsolidated entities are 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 condensed consolidated statement

of operations.

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

Short term investment activity is presented in the investing activities section on the condensed consolidated statement

of cash flows.

Short-term investments at March 31, 2022 consisted

of mutual funds with a fair value of $ 175,715,526 .

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 .

The Company recognizes its leases with a term

2 unchanged sentences

operating leases or finance leases.

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

front-loaded expense.

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 lease for office space.

The Company does not recognize a lease

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

Instead, the Company recognizes short-term lease payments

as an expense on a straight-line basis over the lease term.

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

has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the lessee is reasonably certain

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.

16 unchanged sentences

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).

As required by Accounting Standard Codification

(ASC) Topic No.

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

that is significant to the fair value measurement.

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

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

the fair value hierarchy levels.

The Company’s short-term investment instruments

of $ 76,637,802 at September 30, 2021 consist of mutual funds, bank deposits and money market funds and are classified using Level 1

of $ 175,715,526 at March 31, 2022 consist of mutual funds, bank deposits and money market funds and are classified using Level 1

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

1 unchanged sentence

recorded in the condensed consolidated statement of operations under other income.

The Company recorded an unrealized gain/(loss) of

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

The Company recorded

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

The Company recorded unrealized losses of $ 1,763,287

and $ 177,163 included in other income for the three months ended March 31, 2022 and 2021, respectively.

The Company accounts for income taxes using the

10 unchanged sentences

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

As of September 30, 2021

As of March 31, 2022

and December 31, 2021, the Company had recognized a valuation allowance to the full extent of the Company’s net deferred tax assets

7 unchanged sentences

expenses in the statements of operations.

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

There were no liabilities recorded for uncertain tax positions at March 31, 2022 and December

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

8 unchanged sentences

study contracts.

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

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

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

16 unchanged sentences

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

outstanding due to the Company’s net loss position.

For the nine months ended September 30, 2021 and

outstanding due to the Company’s net losses in each period.

For the three months ended March 31, 2022 and

2021, the potentially dilutive securities that would be anti-dilutive due to the Company’s net loss are not included in the calculation

1 unchanged sentence

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

Nine months ended

September 30,

Three months ended

Stock options

1 unchanged sentence

Recent Accounting Pronouncements

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.

adopted this standard effective January 1, 2022 and the standard did not have a significant impact on our condensed consolidated financial

In October 2021, the FASB issued ASU 2021-08,

“ Business Combinations (Topic 805):

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.

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

24 unchanged sentences

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

The Company is currently in the process of evaluating the impact

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

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The Company adopted this standard effective January 1, 2022 and

the standard did not have a significant impact on our condensed consolidated financial statements.

Subsequent Events

3 unchanged sentences

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

September 30,

Research and Development

NOTE 4 - FIXED ASSETS

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

(rounded to nearest $00):

September 30,

Computer and Software

accumulated depreciation

For the nine months ended September 30, 2021 and

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

NOTE 4 - ACCRUED EXPENSES

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

September 30,

Research and development

2 unchanged sentences

Accrued vacation

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

NOTE 5 - STOCKHOLDERS’ EQUITY

During the nine months ended September 30, 2021,

During the three months ended March 31, 2022,

the Company issued 33,334 shares of common stock for cash exercises of warrants for proceeds of $ 300,006 .

During the nine months ended September 30, 2021,

During the three months ended March 31, 2022,

the Company issued 20,000 shares of common stock for the exercise of options for proceeds of $ 64,800 .

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 nine months ended September 30, 2021,

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

During the nine months ended

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

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 was not obligated to sell any shares under the agreement.

During the three months ended March 31, 2022, the Company issued

1,609,343 shares of common stock for net cash proceeds of $ 29,583,542 under the agreement.

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

NOTE 5 - STOCKHOLDERS’ EQUITY (continued)

Options and Warrants

1 unchanged sentence

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

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

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

In May 2021, the Company’s shareholders

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

These combined plans allow for the granting of

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

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 Relmada’s 2021 Equity Incentive Plan which

allows for the granting of 1,500,000 options or stock awards.

These combined plans allow for the granting of up to 6,652,942 options or

stock awards.

Stock options are exercisable generally for a

period of 10 years from the date of grant and generally vest over four years .

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

for future grants under the Plan.

As of September 30, 2021, no stock appreciation

rights have been issued.

As of March 31, 2022, no shares were available for future

grants under the 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 March 31, 2022, options for 3,609,242 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 forfeited.

As of March 31, 2022, no stock appreciation rights

have been issued.

The Company utilizes the Black-Scholes option

9 unchanged sentences

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

On January 6, 2021, the Company awarded a total

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

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

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

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

such options is subject to the passage of time.

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

On February 18, 2021, the Company awarded a total

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

The options have an

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

Variables used in the Black-Scholes option-pricing

model include:

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

At September 30, 2021, the Company has unrecognized

On January 1, 2022, 50,000

options were issued to a consultant with an exercise price of $ 22.53 and a 10 -year term, vesting over a 1 -year period.

granted include performance vesting based on the Company’s achievement of performance metrics.

The options have an aggregate fair

value of approximately $ 847,583 million, calculated using the Black-Scholes option-pricing model.

Variables used in the Black-Scholes

option-pricing model include:

(1) discount rate of 1.53 % (2) expected life of 5.5 years, (3) expected volatility of 96 %, and (4) zero

expected dividends.

These awards are subject to shareholder approval of the above-described amendment to the 2021 Plan.

January 1, 2022 through March 14, 2022, 110,000 options were issued to various consultants with an exercise price ranging from $ 18.00

to $ 21.46 and a 10 -year term, vesting over a 4 -year period.

The options granted include time-based vesting grants.

have an aggregate fair value of approximately $ 1.6 million, calculated using the Black-Scholes option-pricing model.

Variables used in

the Black-Scholes option-pricing model include:

(1) discount rate of 1.53 – 2.00 % (2) expected life of 6.25 years, (3) expected

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

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

to the 2021 Plan.

28, 2022, the Company awarded a total of 15,000 options to an employee with an exercise price of $ 25.76 and a 10 -year term vesting over

a 4 -year period.

The options granted include time-based vesting grants.

The options have an aggregate fair value of $ 307,845 calculated

using the Black Scholes option-pricing model.

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

(1) discount rate

of 2.55 % (2) expected life of 6.25 years, (3) expected volatility of 98 %, and (4) zero expected dividends.

These awards are subject to

shareholder approval of the above-described amendment to the 2021 Plan.

At March 31, 2022, the Company has unrecognized

stock-based compensation expense of approximately $ 129.7 million related to unvested stock options over the weighted average remaining

4 unchanged sentences

A summary of the changes in options during the

nine months ended September 30, 2021 is as follows:

three months ended March 31, 2022 is as follows:

Outstanding and expected to vest at December 31, 2021

Outstanding at September 30, 2021

Options exercisable at September 30, 2021

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

ended September 30, 2021 is as follows:

Outstanding at March 31, 2022

Options exercisable at March 31, 2022

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

ended March 31, 2022 is as follows:

Outstanding and vested at December 31, 2021

Outstanding at September 30, 2021

Warrants Vested at September 30, 2021

Outstanding at March 31, 2022

Warrants Vested at March 31, 2022

Relmada Therapeutics, Inc.

1 unchanged sentence

NOTE 5 - STOCKHOLDERS’ EQUITY (continued)

At September 30, 2021, the Company had approximately

At March 31, 2022, the Company had approximately

$8.6 million of unrecognized compensation expense related to outstanding warrants.

On January 6, 2021, the Company awarded a total

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

The warrants granted

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

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

Vesting of such options is subject

to the passage of time.

At September 30, 2021, the Company incurred expense of $ 872,524 related to these warrants.

On June 18, 2021, the Company awarded a total

of 10,000 warrants to a consultant with an exercise price of $ 30.90 and a 5 -year term, vesting over a 1 -year period.

The warrants granted

are time based vesting.

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

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

(1) discount rate of 0.47 % (2) expected life of 3.00 years, (3) expected

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

On June 25, 2021, the Company awarded a total

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

The warrants granted

are time based vesting.

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

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

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

volatility of 100 %, 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 July 16, 2021, the Company awarded a total

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

The warrants have an

aggregate fair value of $ 10,241,599 calculated using the Black-Scholes option-pricing model.

Variables used in the Black-Scholes option-pricing

model include:

(1) discount rate of 0.48 % (2) expected life of 3.50 years, (3) expected volatility of 101 %, and (4) zero expected dividends.

At September 30, 2021, the aggregate intrinsic

value of warrants vested and outstanding was approximately $ 40.0 million and $ 40.1 million, respectively.

At December 31, 2020, the aggregate intrinsic

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

The following table summarizes the components

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

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

September 30,

At March 31, 2022, the aggregate intrinsic value

of warrants vested and outstanding was approximately $ 39.6 million.

Stock -based compensation by class of expense

The following table summarizes the components of stock-based

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

ended March 31, 2022 and 2021 (rounded to nearest $00):

Research and development

11 unchanged sentences

to vest until September 6, 2020.

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

exercise provision to exercise his vested options.

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

The agreement also contains

customary confidentiality, release, and non-disparagement provisions, and the Company agreed to pay accrued and unpaid salary, vacation

time and attorney’s fees totaling approximately $ 45,000 .

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 options during 2020 and the remaining options expired on March

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.

Thomas Wessel,

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

Thomas Wessel, the

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

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

Wessel severance of $ 237,500 in accordance with his

employment contract.

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

In addition, Dr.

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

Plan continue to vest until June 30, 2021.

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

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

The agreement also contains customary confidentiality, release,

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

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

to vest until June 30, 2021.

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

a cashless exercise provision to exercise his vested options.

Wessel’s options expired on December 31, 2021.

The agreement

also contains customary confidentiality, release, and non-disparagement provisions, and the Company paid accrued vacation time totaling

approximately $ 28,940 .

NOTE 7 - COMMITMENTS AND CONTINGENCIES

License Agreements

On August 20, 2007, the Company entered into a

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

Wonpung has exclusive territorial

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

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

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

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

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 was developing at the time of the signing of the agreement and a

right of first refusal (ROFR) for up to an additional five drugs that the Company may develop in the future as defined in more detail

in the license agreement.

If the parties cannot agree to terms of a license agreement then the Company shall be able to engage in discussions

with other potential licensors.

As of March 31, 2022, no discussions are active between the Company and Wonpung.

The Company received an upfront license fee of $ 1,500,000

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

The licensing

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

The terms of each licensing agreement will expire

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

such licensed product in the licensed territory.

Therapeutics, Inc.

to Unaudited Condensed Consolidated Financial Statements

8 - COMMITMENTS AND CONTINGENCIES (continued)

Party Licensor

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

and will earn royalties of up to 12 % of net sales for up to two licensed products it was developing at the time of the signing of the

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

The terms of each licensing

agreement will expire on the earlier of any time from 15 years to 20 years after licensing or on the date of commercial availability of

a generic product to such licensed product in the licensed territory.

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

NOTE 7 - COMMITMENTS AND CONTINGENCIES (continued)

Third Party Licensor

Based upon a prior acquisition, the Company assumed

an obligation to pay third parties (Dr.

Inturrisi and Dr.

Paolo Manfredi –

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

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

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

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

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

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

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

As of March 31, 2022, the Company has not generated

any revenue related to this license agreement.

Inturrisi / Manfredi

In January 2018, we entered into an Intellectual

4 unchanged sentences

Pursuant to the Agreements,

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

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 d-methadone.

In consideration of the rights granted

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

Additionally, Relmada

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

(i) the first commercial sale of a licensed

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.

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 September 30, 2021, no events have occurred, and the Company

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

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 March 31, 2022, no events have occurred, and the Company continues to pay Licensor $ 45,000 every three months.

Arbormentis, LLC

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

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

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

the countries of Asia.

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

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

the neuroplastogen mechanism of action.

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

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

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

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

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

of its terms by the Company.

The new licensed

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

of compounds that may promote neural plasticity.

Paolo Manfredi, Relmada’s Acting Chief Scientific Officer and co-inventor

of REL-1017, and Dr.

Marco Pappagallo, Relmada’ s Acting Chief Medical Officer, are among the scientists affiliated with Arbormentis,

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

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

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

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

Brought by Previous Employee

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

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

Therapeutics, Inc.

to Unaudited Condensed Consolidated Financial Statements

8 - COMMITMENTS AND CONTINGENCIES (continued)

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.

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.

Pappagallo, Relmada’ s Acting Chief Medical Officer, are among the scientists affiliated with Arbormentis, LLC.

From time to time, the Company may become involved

in lawsuits and other legal proceedings that arise in the course of business.

Litigation is subject to inherent uncertainties, and it

is not possible to predict the outcome of litigation with total confidence.

The Company is currently not aware of any legal proceedings

or potential claims against it whose outcome would be likely, individually or in the aggregate, to have a material adverse effect on the

Company’s business, financial condition, operating results, or cash flows.

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

NOTE 7 - COMMITMENTS AND CONTINGENCIES (continued)

Leases and Sublease

On August 1, 2021, the Company relocated its corporate

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

The Company’s

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

In accordance with ASC

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

rent is approximately $ 11,000 .

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

$ 87,100 and $ 124,400 , respectively.

headquarters to 2222 Ponce de Leon, Floor 3, Coral Gables, FL 33134, pursuant to a lease agreement with monthly rent of approximately

The lease period was for five months .

The lease agreement expired on December 31, 2021 and was renewed for the calendar year

2022 with monthly rent of approximately $ 6,500 .

The Company’s previous lease at 880 Third Avenue, 12 th Floor, New York,

NY 10022 was terminated as of July 31, 2021.

In accordance with ASC 842, Leases , the Company has elected the practical expedient

and recognizes rent expense evenly over the 12 months.

For the three months ended March 31, 2022 and 2021, the Company recognized lease

expense of approximately $ 19,500 and $ 15,900 , respectively.

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

1 unchanged sentence

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

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

until December 8, 2022.

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

less any previously paid license fees.

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

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

paid license fees.

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

At inception, the Company derecognized the

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

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

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

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

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

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

Total obligations

9 - OTHER POST-RETIREMENT BENEFIT PLAN

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

allowed under federal tax provisions.

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

that exceed 3% but do not exceed 5%.

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

The Company’s contribution expense was approximately $ 101,100 and $ 58,500 for the nine months ended September 30, 2021 and 2020,

At inception, the Company derecognized the underlying assets of

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

lease of fixed assets of $96,403.

For the three months ended March 31, 2022 and 2021, the Company recognized lease income of approximately

$ 1,700 and $ 3,300 , respectively.

As of March 31, 2022 and 2021, the balance of unearned interest income was approximately $ 2,300 and $ 11,500 ,

respectively.

10 - SUBSEQUENT EVENTS

Subsequent to September 30, 2021, 29,276 outstanding

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

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

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

NOTE 8 - OTHER POST-RETIREMENT BENEFIT PLAN

Relmada participates in a multiemployer 401(k) plan

that permits eligible employees to contribute funds on a pretax basis subject to maximum allowed under federal tax provisions.

matches 100% of the first 3% of employee contributions, plus 50% of employee contributions that exceed 3% but do not exceed 5%.

The employees choose an amount from various investment

options for both their contributions and the Company’s matching contribution.

The Company’s contribution expense was approximately

$ 31,600 and $ 40,320 for the nine months ended March 31, 2022 and 2021, respectively.

NOTE 9 - SUBSEQUENT EVENTS

Subsequent to March 31, 2022, 73,266 outstanding warrants

were exercised for total cash proceeds of $ 447,723 .

On April 7, 2022, the Company entered into a new

Open Market Sale Agreement with Jefferies, as sales agent, 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 $ 100,000,000 .

The Company is not obligated

to sell any shares under the agreement.

On April 8, 2022, the Company issued a total of 484,900 common shares through this ATM equity

offering facility for net proceeds of $ 13,284,548 .

Subsequent to March 31, 2022, 10,000 options were

granted to a new employee with an exercise price of $ 25.52 .

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

What changed 10-Q

Item 1. Financial Statements