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Item 2. Management’s Discussion and Analysis

2022-05-05 compared with 2021-11-12 · 357 added, 368 removed, 58 unchanged (93% of the section changed)

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

FORWARD-LOOKING

STATEMENT NOTICE

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

the sections entitled “Description of Business,” “Risk Factors,” and “Management’s Discussion and

Analysis of Financial Condition and Results of Operations.” All statements other than statements of historical fact contained in

this Quarterly Report, including statements regarding future events, our future financial performance, business strategy and plans and

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

We have attempted to identify forward-looking statements

by terminology including “anticipates,” “believes,” “can,” “continue,” “could,”

“estimates,” “expects,” “intends,” “may,” “plans,” “potential,”

“predicts,” “should,” or “will” or the negative of these terms or other comparable terminology.

we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy.

These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks outlined

under “Risk Factors” or elsewhere in this Quarterly Report, which may cause our or our industry’s actual results, levels

of activity, performance or achievements expressed or implied by these forward-looking statements.

Moreover, we operate in a very competitive

and rapidly changing environment.

New risks emerge from time to time and it is not possible for us to predict all risk factors, nor can

we address the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause our actual

results to differ materially from those contained in any forward-looking statements.

All forward-looking statements included in this

document are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking

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

on Form-10-Q.

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

“Risk Factors” and elsewhere in this Quarterly Report could negatively affect our business, operating results, financial

condition and stock price.

Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking

statements after the date of this Quarterly Report on Form-10-Q to conform our statements to actual results or changed expectations.

Therapeutics, Inc.

(Relmada or the Company, we or us) (a Nevada corporation), is a clinical-stage biotechnology company focused on the

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

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.

MANAGEMENT’S DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

FORWARD-LOOKING STATEMENT NOTICE

This Quarterly Report on Form 10-Q (this Report) contains

forward looking statements that involve risks and uncertainties, principally in the sections entitled “Description of Business,”

“Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

All statements other than statements of historical fact contained in this Quarterly Report, including statements regarding future events,

our future financial performance, business strategy and plans and objectives of management for future operations, are forward-looking

We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,”

“can,” “continue,” “could,” “estimates,” “expects,” “intends,”

“may,” “plans,” “potential,” “predicts,” “should,” or “will” or

the negative of these terms or other comparable terminology.

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

a reasonable basis for doing so, we cannot guarantee their accuracy.

These statements are only predictions and involve known and unknown

risks, uncertainties and other factors, including the risks outlined under “Risk Factors” or elsewhere in this Quarterly Report,

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

forward-looking statements.

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

New risks emerge from time to

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

to which any factor, or combination of factors, may cause our actual results to differ materially from those contained in any forward-looking

All forward-looking statements included in this document are based on information available to us on the date hereof, and

we assume no obligation to update any such forward-looking statements.

You should not place undue reliance on any forward-looking

statement, each of which applies only as of the date of this Quarterly Report on Form-10-Q.

Before you invest in our securities, you should

be aware that the occurrence of the events described in the section entitled “Risk Factors” and elsewhere in this Quarterly

Report could negatively affect our business, operating results, financial condition and stock price.

Except as required by law, we undertake

no obligation to update or revise publicly any of the forward-looking statements after the date of this Quarterly Report on Form-10-Q

to conform our statements to actual results or changed expectations.

Business Overview

Relmada Therapeutics, Inc.

(Relmada or the Company,

we or us) (a Nevada corporation), is a clinical-stage biotechnology company focused on the development of esmethadone (d-methadone, dextromethadone,

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

Esmethadone is a new chemical entity (NCE) that potentially addresses areas

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

Our lead product candidate, esmethadone, is being

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disorder (MDD), who experienced an inadequate response to 1 to 3 treatments with an antidepressant medication.

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

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

Other demographic characteristics

were balanced across all arms.

In the REL-1017-202 study, 62 subjects, with an

average age of 49.2 years, with an average Hamilton Depression Rating Scale score of 25.3 and an average Montgomery-Asberg Depression

Rating Scale (MADRS) score of 34.0 (severe depression), were randomized.

Other demographic characteristics were balanced across all arms.

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

placebo, REL-1017 25

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

Subjects in the REL-1017 treatment arms received one loading

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

Subjects were treated inpatient for 7 days and discharged home at

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

Efficacy was measured on Days 2, 4 and 7 in the dosing period and on

Day 14, one week after treatment discontinuation.

61 subjects received all treatment doses and were included in the per-protocol population

(PPP) treatment analysis;

57 subjects completed all visits.

placebo, REL-1017 25 mg or REL-1017 50 mg, in addition

to stable background antidepressant therapy.

Subjects in the REL-1017 treatment arms received one loading dose of either 75 mg (25 mg

arm) or 100 mg (50 mg arm) of REL-1017.

Subjects were treated inpatient for 7 days and discharged home at Day 9.

They returned for follow-up

visits at Day 14 and Day 21.

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

61 subjects received all treatment doses and were included in the per-protocol population (PPP) treatment analysis;

57 subjects completed

All 62 randomized subjects were part of the intention-to-treat (ITT) analysis.

No differences were observed between the ITT and PPP analyses and results.

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

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

the Montgomery-Asberg Depression Rating Scale (MADRS);

Global Impression – Severity (CGI-S) scale;

the Clinical Global Impression – Improvement (CGI-I) scale;

and the Symptoms

of Depression Questionnaire (SDQ).

Improvements on the MADRS endpoint appeared on

Day 4 in both REL-1017 dose groups and continued through Day 7 and Day 14, seven days after treatment discontinuation, with P values<

No differences were observed between the ITT

and PPP analyses and results.

Key findings:

We observed that subjects in both the REL-1017

25 mg and 50 mg treatment groups experienced statistically significant improvement on all efficacy measures tested as compared to subjects

in the placebo group, including:

the Clinical Global Impression – Severity (CGI-S) scale;

the Clinical Global Impression

– Improvement (CGI-I) scale;

and the Symptoms of Depression Questionnaire (SDQ).

Improvements on the MADRS endpoint appeared on Day

4 in both REL-1017 dose groups and continued through Day 7 and Day 14, seven days after treatment discontinuation, with P values< 0.03

and large effect sizes (a measure of quantifying the difference between two groups), ranging from 0.7 to 1.0.

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from the CGI-S and CGI-I scales.

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

25mg vs Placebo

50mg vs Placebo

= Least Squares;

Analysis of Change from Baseline to Day

7 and to Day 14 ITT Population

REL-1017 25mg vs Placebo

REL-1017 50mg vs Placebo

LS = Least Squares;

d = Cohen’s effect size

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

Subjects experienced only mild

and moderate adverse events (AEs), and no serious adverse events, without significant differences between placebo and treatment groups.

The AEs observed in the Phase 2a clinical study were of the same nature as those observed in the Phase 1 clinical studies of d-Methadone,

and there was no evidence of either treatment induced psychotomimetic and dissociative AEs or withdrawal signs and symptoms upon treatment

discontinuation.

On December 20, 2020, Relmada announced that the

first patient had been enrolled in the first Phase 3 clinical trial (RELIANCE I) for the Company’s lead product candidate, REL-1017,

as an adjunctive treatment for MDD.

The study also confirmed the tolerability profile

of REL-1017, which was observed in the Phase 1 studies.

Subjects experienced only mild and moderate adverse events (AEs), and no serious

adverse events, without significant differences between placebo and treatment groups.

The AEs observed in the Phase 2a clinical study

were of the same nature as those observed in the Phase 1 clinical studies of d-Methadone, and there was no evidence of either treatment

induced psychotomimetic and dissociative AEs or withdrawal signs and symptoms upon treatment discontinuation.

Phase 3 Program

On December 20, 2020, Relmada announced that the first

patient had been enrolled in the first Phase 3 clinical trial (RELIANCE I) for the Company’s lead product candidate, REL-1017, as

an adjunctive treatment for MDD.

Following discussions with the Food and Drug Administration

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

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

clinical trials.

Each trial will be conducted in 55 clinical sites in the United States and will include planned enrollment of 364 MDD

patients with inadequate response to standard antidepressants in their current depression episode.

Patients will add either a 25

mg oral dose of REL-1017 once per day or placebo to their ongoing antidepressant treatment.

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

Each trial is being conducted in 55 clinical sites in the United States and will include planned enrollment of 364 MDD patients with inadequate response to standard antidepressants in their current depression episode.

Patients will add either a 25 mg oral dose of REL-1017 once per day or placebo to their ongoing antidepressant treatment.

The primary endpoint to be evaluated will be the change from baseline on the MADRS score at day-28 for REL-1017 compared to placebo.

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The change from baseline and the 7-day MADRS score will serve as a key secondary endpoint and will provide information on the time to treatment effect.

April 1, 2021, Relmada announced the initiation of RELIANCE II, the second of two sister pivotal Phase 3 clinical trials (RELIANCE I

and RELIANCE II) for the Company’s lead product candidate, REL-1017, as an adjunctive treatment for MDD.

Patients who complete

RELIANCE I and RELIANCE II are eligible to rollover into the long-term, open-label study, which also includes subjects who had not previously

participated in a REL-1017 clinical trial.

On October 4, 2021, Relmada announced RELIANCE

III, the ongoing monotherapy trial for the Company’s lead product candidate, REL-1017, aims to randomize 364 patients and it is

expected to be completed in second quarter of 2022.

On April 1, 2021, Relmada announced the initiation of RELIANCE II, the

second of two sister pivotal Phase 3 clinical trials (RELIANCE I and RELIANCE II) for the Company’s lead product candidate, REL-1017,

as an adjunctive treatment for MDD.

Patients who complete RELIANCE I and RELIANCE II are eligible to rollover into the long-term, open-label

study, which also includes subjects who had not previously participated in a REL-1017 clinical trial.

On October 4, 2021, Relmada announced RELIANCE III,

the ongoing monotherapy trial for the Company’s lead product candidate, REL-1017, which aims to randomize 364 patients and it is

expected to be completed in mid-2022.

In addition, in order to support potential regulatory

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time, Relmada will not be required to conduct a two-year carcinogenicity study of REL-1017, as sufficient clinical data have been generated

The FDA also confirmed that Relmada does not need to conduct a TQT cardiac study in humans to support cardiac safety in potential

regulatory submissions for REL-1017, as the data provided so far and the data generated by the Phase 3 program will be adequate to evaluate

the cardiac safety profile of REL-1017.

License Agreement

In July 2021, we executed a License Agreement

with Arbomentis, LLC which gives us the development and commercial rights to a novel psilocybin and derivate program.

Under the terms

of the agreement, we paid Arbormentis, LLC an up-front 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 us but is perpetual and not terminable by the licensor absent

material breach of its terms by us.

We 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.

Importantly, neuroplasticity plays a key role in the activity of REL-1017, Relmada’ s lead

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

Marco Pappagallo, our Acting Chief

Medical Officer, are among the scientists affiliated with Arbormentis, LLC.

Abuse Potential (HAP) Study top-line results:

July 27, 2021, we announced top-line results that showed that all three doses of REL-1017 (25 mg, 75 mg and 150 mg, the therapeutic,

supratherapeutic and maximum tolerated doses, respectively) tested in recreational opioid users, demonstrated a highly statistically

significant difference vs.

the active control drug, oxycodone 40 mg.

The study’s primary endpoint was a measure of “likability”

with the subjects rating the maximum effect (or Emax) for Drug Liking “at the moment”, using a 1=100 bipolar rating scale (known

as a visual analog scale or VAS), with 100 as the highest likability, 50 as neutral (placebo-like), and 0 the highest dislike.

all tested doses of REL-1017, including the maximum tolerated dose, showed a highly statistically significant difference in abuse potential

versus oxycodone with p-values less than 0.001.

are detailed in the table below.

The FDA also confirmed that Relmada does not need to conduct a thorough QT analysis (TQT) cardiac study in humans to support

cardiac safety in potential regulatory submissions for REL-1017, as the data provided so far and the data generated by the Phase 3 program

will be adequate to evaluate the cardiac safety profile of REL-1017.

Human Abuse Potential (HAP) Study top-line results - Oxycodone:

On July 27, 2021, we announced top-line results that

showed that all three doses of REL-1017 (25 mg, 75 mg and 150 mg, the therapeutic, supratherapeutic and maximum tolerated doses, respectively)

tested in recreational opioid users, demonstrated a highly statistically significant difference vs.

the active control drug, oxycodone

The study’s primary endpoint was a measure of “likability” with the subjects rating the maximum effect (or Emax)

for Drug Liking “at the moment”, using a 1=100 bipolar rating scale (known as a visual analog scale or VAS), with 100 as the

highest likability, 50 as neutral (placebo-like), and 0 the highest dislike.

In summary, all tested doses of REL-1017, including the maximum

tolerated dose, showed a highly statistically significant difference in abuse potential versus oxycodone with p-values less than 0.001.

Results are detailed in the table below:

Mean Emax for Drug Liking

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oxycodone 40 mg

P-value for REL-1017 vs.

These statistically significant data clearly demonstrate

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literature, support the lack of opioid effects of REL-1017.

Upcoming Anticipated Milestones

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

Human Abuse Potential (HAP) Study top-line

results - Ketamine:

On February 23, 2022, we announced top-line results

that showed that all three doses of REL-1017 (25 mg, 75 mg, and 150 mg, the therapeutic, supratherapeutic and maximum tolerated doses,

respectively) tested in recreational drug users, demonstrated a substantial (30+ points) and statistically significant difference vs.

the active control drug, intravenous ketamine 0.5 mg/kg over 40 minutes, and were statistically equivalent to placebo.

The study’s primary

endpoint was a measure of “likability” with the subjects rating the maximum effect (or Emax) for Drug Liking “at this moment”,

using a 1-100 bipolar rating scale (known as a visual analog scale or VAS), with 100 as the highest likability, 50 as neutral (placebo-like),

and 0 the highest dislike.

Consistent results are seen for the secondary endpoints.

Results of the primary endpoint are summarized in

the table below:

Mean Emax for Drug Liking

P-value for Difference vs.

ketamine 0.5mg/Kg over 40 minutes

P-value for REL-1017 vs.

These statistically significant data clearly demonstrate

a very meaningful difference between REL-1017 and ketamine at all three tested doses.

The REL-1017 results were also statistically equivalent

Key Upcoming Anticipated Milestones

We expect multiple key milestones over the next 12-18

These include:

of IV ketamine human abuse potential study in the first quarter of 2022.

Results of RELIANCE III monotherapy MDD rial in the second quarter

Results of RELIANCE III monotherapy MDD rial in mid-2022.

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

Results of RELIANCE – OLS (Long-term, Open-label) study in MDD in the second half of 2022.

Development Program

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

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

least one major depressive episode in the past year.

According to data from nationally representative surveys supported by NIMH, only

about half of Americans diagnosed with major depression in a given year receive treatment.

Of those receiving treatment with as many

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

to the Sequenced Treatment Alternatives to Relieve Depression (STAR*D) trial published in the American Journal of Psychiatry.

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

an in-clinic nasal spray treatment can demonstrate rapid antidepressant effects, while the other currently approved products can take

two to four weeks to show activity.

The urgent need for improved, faster acting antidepressant treatments is underscored by the fact

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

Overview and Mechanism of Action

Esmethadone’s

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

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

Working through the same brain mechanisms as ketamine and esketamine but potentially lacking their adverse side effects, esmethadone

is being developed as a rapidly acting, oral agent for the treatment of depression and potentially other CNS conditions.

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

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

A racemic compound,

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

For racemic drugs, often only

one of a drug’s enantiomers is responsible for the desired physiologic effects, while the other enantiomer is less active or inactive.

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

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

In contrast, racemic methadone is associated with common opioid

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

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

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

while maintaining affinity for the NMDA receptor.

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

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

Based on these premises, esmethadone

could show benefits in several different CNS indications.

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

Our Development Program

Esmethadone (d-Methadone, dextromethadone, REL-1017)

as a treatment for MDD

In 2014, the National Institute of Mental Health (NIMH)

estimated that 15.7 million adults aged 18 or older in the United States had at least one major depressive episode in the past year.

to data from nationally representative surveys supported by NIMH, only about half of Americans diagnosed with major depression in a given

year receive treatment.

Of those receiving treatment with as many as four different standard antidepressants, 33% of drug-treated depression

patients do not achieve adequate therapeutic benefits according to the Sequenced Treatment Alternatives to Relieve Depression (STAR*D)

trial published in the American Journal of Psychiatry.

In addition to the high failure rate, only one

of the marketed products for depression, esketamine (marketed by Johnson and Johnson as Spravato), an in-clinic nasal spray treatment

can demonstrate rapid antidepressant effects, while the other currently approved products can take two to eight weeks to show activity.

The urgent need for improved, faster acting antidepressant treatments is underscored by the fact that severe depression can be life-threatening,

due to heightened risk of suicide.

Esmethadone Overview and Mechanism of Action

Esmethadone’s mechanism of action, as a low

affinity, non-competitive NMDA channel blocker or antagonist, is fundamentally differentiated from most currently FDA-approved antidepressants,

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

Working through the same brain mechanisms

as ketamine and esketamine but potentially lacking their adverse side effects, esmethadone is being developed as a rapidly acting, oral

agent for the treatment of depression and potentially other CNS conditions.

In chemistry an enantiomer, also known as an optical

isomer, is one of two stereoisomers that are mirror images of each other that are non-superimposable (not identical), much as one’s

left and right hands are the same except for being reversed along one axis.

A racemic compound, or racemate, is one that has equal amounts

of left- and right-handed enantiomers of a chiral molecule.

For racemic drugs, often only one of a drug’s enantiomers is responsible

for the desired physiologic effects, while the other enantiomer is less active or inactive.

As a single isomer of racemic methadone, esmethadone

has been shown to possess NMDA antagonist properties with virtually no traditional opioid or ketamine-like adverse events at the expected

therapeutic doses.

In contrast, racemic methadone is associated with common opioid side effects that include anxiety, nervousness, restlessness,

sleep problems (insomnia), nausea, vomiting, constipation, diarrhea, drowsiness, and others.

It has been shown that the left (levo) isomer,

l-methadone, is largely responsible for methadone’s opioid activity, while the right (dextro) isomer, esmethadone, at the currently

therapeutic doses used in development is virtually inactive as an opioid while maintaining affinity for the NMDA receptor.

NMDA receptors are present in many parts of the CNS

and play important roles in regulating neuronal activity and promoting synaptic plasticity in brain areas important for cognitive functions

such as executive function, learning and memory.

Based on these premises, esmethadone could show benefits in several different CNS indications.

Esmethadone (d-methadone, dextromethadone, REL-1017)

in other indications

In addition to developing esmethadone as an adjunctive

treatment of MDD, we are evaluating the utility of esmethadone as a front line monotherapy treatment for MDD.

Additionally,

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

Corporate History and Background

Additionally, other indications that Relmada may explore

in the future, include, restless leg syndrome and other glutamatergic system activation related diseases.

Our Corporate History and Background

We are a clinical-stage, publicly traded biotechnology

company developing NCEs that potentially address areas of high unmet medical need in the treatment of depression and other CNS diseases.

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

We have no commercial products nor do we

have a sales or marketing infrastructure.

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

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

company developing NCEs and novel versions of drug products that potentially address areas of high unmet medical need in the treatment

of depression and other CNS diseases.

Currently, none of our product candidates have been

approved for sale in the United States or elsewhere.

We have no commercial products nor do we have a sales or marketing infrastructure.

In order to market and sell our products we must conduct clinical trials on patients and obtain regulatory approvals from appropriate

regulatory agencies, like the FDA in the United States, and similar organizations elsewhere in the world.

We have not generated revenues and do not anticipate

generating revenues for the foreseeable future.

We had net loss of $91,373,316 for the nine months ended September 30, 2021.

We had net loss of $39,745,783 for the three months ended March 31, 2022.

2022, we have an accumulated deficit of $344,812,895.

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

and commercialize product candidates with significant market potential that can fulfill unmet medical needs in the treatment of CNS diseases.

We have assembled a management team along with both scientific and business advisors, including recognized experts in the fields of depression,

with significant industry and regulatory experience to lead and execute the development and commercialization of esmethadone.

Business Strategy

Our strategy is to leverage our considerable

industry experience, understanding of CNS markets and development expertise to identify, develop and commercialize product

candidates with significant market potential that can fulfill unmet medical needs in the treatment of CNS diseases.

assembled a management team along with both scientific, including recognized experts in the fields of depression, and business

advisors with significant industry and regulatory experience to lead and execute the development and commercialization of

We plan to further develop esmethadone as our

priority program.

As the drug esmethadone is an NCE, the regulatory pathway required to support an NDA submission involves a full clinical

development program.

We plan to continue to generate intellectual property (IP) that will further protect our products from competition.

We will also continue to prioritize our product development activities after taking into account the resources we have available, market

dynamics and potential for adding value.

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

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

For example, the World Health Organization (WHO)

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

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

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

Antidepressants are the largest

and most popular market segment.

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

Pfizer, GlaxoSmithKline, Allergan, Sage Therapeutics and Johnson & Johnson.

Some of the notable drugs produced by these companies

are Cymbalta® (Eli Lilly), Effexor® (Pfizer), Pristiq® (Pfizer), Zulresso® (Sage) and Spravato® (Johnson & Johnson).

Property Portfolio and Market Exclusivity

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

We have also secured an Orphan Drug Designation from the FDA for d-methadone for “the treatment of postherpetic neuralgia”,

which, upon NDA approval, carries 7-year FDA Orphan Drug marketing exclusivity.

In the European Union, some of our products may be eligible

up to 10 years of market exclusivity, which includes 8 years data exclusivity and 2 years market exclusivity.

In addition to any granted

patents, REL-1017 will be eligible for market exclusivity to run concurrently with the term of the patent for 5 years in the U.S.

Waxman Act) plus additional 6 months of pediatric exclusivity and up to 10 years of in the E.U.

We believe an extensive intellectual

property estate of US and foreign patents and applications, once approved, will protect our technology and products.

believe that the key elements for our market success include:

Compelling lead product opportunity, REL-1017 currently in Phase 3 trials for the adjunctive treatment of MDD.

Robust and statistically significant, efficacy seen with esmethadone

in a randomized Phase 2 trial, with the primary endpoint at 7 days, and onset of action seen at 4 days, with the effect carrying through

to 14 days (7 days post-treatment).

As the drug esmethadone is an NCE, the regulatory pathway required to support a new drug application (NDA) submission

involves a full clinical development program.

We plan to continue to generate intellectual property (IP) that will further protect our

products from competition.

We will also continue to prioritize our product development activities after taking into account the resources

we have available, market dynamics and potential for adding value.

Market Opportunity

We believe that the market for addressing areas of

high unmet medical need in the treatment of CNS diseases will continue to be large for the foreseeable future and that it will represent

a sizable revenue opportunity for us.

For example, the World Health Organization (WHO) has estimated that CNS diseases affect nearly 2

billion people globally, making up approximately 40% of total disease burden (based on disability adjusted life years), compared with

13% for cancer and 12% for cardiovascular disease.

The depression treatment market is segmented on the

basis of antidepressants drugs, devices, and therapies.

Antidepressants are the largest and most popular market segment.

The antidepressants

segment consists of large pharmaceutical and generic companies, such as Eli Lilly, Pfizer, GlaxoSmithKline, Allergan, Sage Therapeutics

and Johnson & Johnson.

Some of the notable drugs produced by these companies are Cymbalta® (Eli Lilly), Effexor® (Pfizer),

Pristiq® (Pfizer), Zulresso® (Sage) and Spravato® (Johnson & Johnson).

Intellectual Property Portfolio and Market Exclusivity

We have over 50 issued patents and pending patent

applications related to REL-1017 for multiple uses, including psychological and neurological conditions.

We have also secured an Orphan

Drug Designation from the FDA for d-methadone for “the treatment of postherpetic neuralgia”, which, upon NDA approval, carries

7-year FDA Orphan Drug marketing exclusivity.

In the European Union, some of our actual and prospective products may be eligible up to

10 years of market exclusivity, which includes 8 years data exclusivity and 2 years market exclusivity.

In addition to any granted patents,

REL-1017 will be eligible for market exclusivity to run concurrently with the term of the patent for 5 years in the U.S.

(Hatch Waxman

Act) plus additional 6 months of pediatric exclusivity and up to 10 years of exclusivity in the European Union.

We believe an extensive

intellectual property estate of US and foreign patents and applications, once approved, will protect our technology and products.

Key Strengths

We believe that the key elements for our market success include:

Compelling lead product opportunity, REL-1017 currently in Phase 3 trials for the adjunctive and monotherapy treatment of MDD.

Robust and highly statistically significant, efficacy seen with esmethadone in a randomized Phase 2 trial, the primary endpoint at 7 days, with onset of action seen at 4 days, and the effect carrying through to 14 days (7 days post-treatment).

Completed Phase 1 safety studies of esmethadone and strong clinical activity signal in depression established in three independent animal models in preclinical studies.

Potential in additional multiple indications in underserved markets

with large patient population, such as MDD monotheraphy, other affective disorders, and cognitive disorders.

Scientific support of leading experts including clinicians and scientists

who are affiliated with a number of highly regarded medical institutions such as Harvard, Cornell, Yale, and University of Pennsylvania.

Substantial IP portfolio and market protection with approved and filed

patent applications provide coverage beyond 2033.

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

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

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

of Operations

the Three Months Ended September 30, 2021 versus September 30, 2020

September 30,

Potential in additional multiple indications in underserved markets with large patient population in other affective disorders and cognitive disorders.

Scientific support of leading experts:

Our scientific advisors include clinicians and scientists who are affiliated with a number of highly regarded medical institutions such as Harvard, Cornell, Yale, and University of Pennsylvania.

Substantial IP portfolio and market protection:

approved and filed patent applications provide coverage beyond 2033.

A vailable Information

Reports we file with the Securities and Exchange Commission

(SEC) pursuant to the Exchange Act of 1934, as amended (the Exchange Act), including annual and quarterly reports, and other reports we

file, can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street NE, Washington, D.C.

Results of Operations

For the Three Months Ended March 31, 2022 versus March 31, 2021

Operating Expenses

1 unchanged sentence

General and administrative

and Development Expense

Research and development expense for the three

months ended September 30, 2021 was approximately $33,994,000 compared to $11,237,200 for the three months ended September 30, 2020, an

increase of approximately $22,756,800.

The increase was primarily driven by:

● Upfront payment to Arbormentis, LLC for $12,741,600 consisting of a

cash and warrants;

● Increase in study costs of $8,385,800 associated with the execution

of our four Phase 3 trials;

in manufacturing and drug storage costs of $237,700;

Research and Development Expense

Research and development expense for the three months

ended March 31, 2022 was approximately $25,012,900 compared to $14,022,200 for the three months ended March 31, 2021, an increase of approximately

The change was primarily driven by:

Increase in study costs of $7,783,500 associated with the execution of our four Phase 3 trials;

Decrease in manufacturing and drug storage costs of $612,500;

Decrease in compensation expense of $453,600 due to lower employee-related costs;

1 unchanged sentence

Increase in other research expenses of $3,560,600 primarily associated with the addition of consultants contracted to assist in the execution of our Phase 3 trials.

and Administrative Expense

General and administrative expense for the three

months ended September 30, 2021 was approximately $8,659,700 compared to $5,946,400 for the three months ended September 30, 2020, an

increase of approximately $2,713,300.

The increase was primarily due to:

in compensation expense of $86,800 due to lower employee-related costs;

in stock-based compensation expense of $2,688,700 primarily related to options granted to

Increase in other general and administrative expenses of $111,400 primarily due to an increase in consulting services.

Income (Expense)

Interest / investment income was approximately

$297,600 and $363,300 for the three months ended September 30, 2021 and 2020, respectively.

General and Administrative Expense

General and administrative expense for the three months

ended March 31, 2022 was approximately $13,284,600 compared to $8,383,000 for the three months ended March 31, 2021, an increase of approximately

The change was primarily due to:

Decrease in compensation expense of $115,600 due to lower employee-related costs;

Increase in stock-based compensation expense of $5,366,800 primarily related to options granted to employees;

Decrease in other general and administrative expenses of $349,600 primarily due to a decrease in consulting services.

Other Income (Expense)

Interest / investment (expense) income was approximately

$(1,448,400) and $190,000 for the three months ended March 31, 2022 and 2021, respectively.

Realized loss on short-term investments was

approximately $336,900 and $86,200 for the three months ended September 30, 2021 and 2020, respectively.

Unrealized gain on short-term

investments was approximately $86,700 and $3,900 for the three months ended September 30, 2021 and 2020, respectively.

Company did not provide for income taxes for the three months ended September 30, 2021 and 2020, since there was a loss and a full valuation

allowance against all deferred tax assets.

approximately $15,000 and $52,800 for the three months ended March 31, 2022 and 2021, respectively.

Unrealized loss on short-term investments

was approximately $1,763,300 and $177,200 for the three months ended March 31, 2022 and 2021, respectively.

The Company did not provide for income taxes for

the three months ended March 31, 2022 and 2021, since there was a loss and a full valuation allowance against all deferred tax assets.

The net loss for the Company for the three months

ended September 30, 2021 and 2020 was approximately $42,606,200 and $16,902,500 respectively.

The Company had loss per share, basic and

diluted of $2.44 and $1.05 for the three months ended September 30, 2021 and 2020, respectively.

the Nine Months Ended September 30, 2021 versus September 30, 2020

September 30,

Operating Expenses

Research and development

General and administrative

Research and Development Expense

Research and development expense for the nine months

ended September 30, 2021 was approximately $65,347,700 compared to $21,068,900 for the nine months ended September 30, 2020, an increase

of approximately $44,278,800.

The increase was primarily driven by:

Upfront payment to Arbormentis, LLC for $12,741,600 consisting of a

cash and warrants;

Increase in study costs of $26,449,100 associated with the execution

of our four Phase 3 trials;

Increase in manufacturing and drug storage costs of $904,600;

in compensation expense of $418,600 due to lower employee-related costs;

● Decrease in stock-based compensation expense of $535,200;

Increase in other research expenses of $5,137,300 primarily associated with the addition of consultants contracted to assist in the execution of our Phase 3 trials.

and Administrative Expe nse

General and administrative expense for the nine

months ended September 30, 2021 was approximately $26,173,000 compared to $18,846,300 for the nine months ended September 30, 2020, an

increase of approximately $7,326,700.

The increase was primarily due to:

in compensation expense of $430,000 related to the hiring of two additional employees;

in stock-based compensation expense of $5,082,300 primarily related to options granted to

employees, as well as the hiring of two additional employees;

Increase in other general and administrative expenses of $1,814,400 primarily due to an increase in consulting services.

Income (Expense)

Interest / investment income was approximately

$1,040,400 and $1,175,000 for the nine months ended September 30, 2021 and 2020, respectively.

Realized loss on short-term investments

was approximately $513,300 and $245,000 for the nine months ended September 30, 2021 and 2020, respectively.

Unrealized (loss)/gain on

short-term investments was approximately $(379,700) and $291,000 for the nine months ended September 30, 2021 and 2020, respectively.

Company did not provide for income taxes for the nine months ended September 30, 2021 and 2020, since there was a loss and a full valuation

allowance against all deferred tax assets.

The net loss for the Company for the nine months

ended September 30, 2021 and 2020 was approximately $91,373,300 and $38,694,300 respectively.

The Company had loss per share, basic and

diluted of $5.36 and $2.52 for the nine months ended September 30, 2021 and 2020, respectively.

ended March 31, 2022 and 2021 was approximately $39,745,800 and $22,215,200, respectively.

The Company had loss per share, basic and diluted

of $1.40 and $1.34 for the three months ended March 31, 2022 and 2021, respectively.

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

Management believes that it has sufficient funding

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

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

Nine Months Ended

September 30,

Nine Months Ended

September 30,

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 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 ATM equity offering, $64,800 through the exercise of options and $300,006 through the exercise of warrants.

Subsequent to quarter end, in April 2022, we entered

into a new Open Market Sale Agreement with Jefferies, as sales agent, pursuant to which we may offer and sell, from time to time,

through Jefferies, shares of our common stock, having an aggregate offering price of up to $100,000,000.

We are not obligated to sell

any shares under the agreement.

On April 8, 2022, we raised net proceeds of $13,284,548 from the sale of common stock through this ATM

Management believes that the Company’s existing

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

issuance of these unaudited condensed consolidated 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 unaudited condensed consolidated financial

The following table sets forth selected cash flow information for the

periods indicated below:

Three Months Ended

Cash used in operating activities

5 unchanged sentences

Net increase (decrease) in cash and cash equivalents

(28,733,791 )

For the nine months ended September 30, 2021, cash used in operating activities

was $54,213,231 primarily due to the net loss of $91,373,316, prepaid expense of $1,812,288, offset by non-cash stock compensation charges

of $32,375,229, realized and unrealized losses on investments of $893,027, an increase in accounts payable of $4,362,071, and an increase

in accrued expenses of $1,281,821.

For the nine months ended September 30, 2020, cash used in operating activities

was $20,880,039 primarily due to the net loss of $38,694,264, an unrealized gain of $290,973, an increase in prepaid expense of $1,825,336,

offset by non-cash stock compensation charges of $17,586,533, a realized loss of $244,972, an increase in accounts payable of $205,970,

and an increase in accrued expenses of $1,835,888.

For the nine months ended September 30, 2021,

cash provided by investing activities was $37,064,696 related to the net purchase of short-term investments.

For the nine months ended September 30, 2020,

cash used in investing activities was $35,382,926 related to the net purchase of short-term investments.

Net cash provided by financing activities for the nine months ended

September 30, 2021 was $26,102,432 due to sales of common stock of $23,416,036, proceeds from warrants exercised for common stock of $2,116,969,

For the three months ended March 31, 2022, cash

used in operating activities was $19,429,743 primarily due to the net loss of $39,745,783, a decrease in accounts payable of $522,353,

and an increase in accrued expenses of $870,905, offset by non-cash stock compensation charges of $11,930,681, unrealized losses of $1,763,287,

realized losses of $15,022, a decrease in prepaid expenses of $6,237,575, and a decrease in short-term lease payment receivable of $20,923.

For the three months ended March 31, 2021, cash

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

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

expenses of $379,601.

For the three months ended March 31, 2022, cash

used by investing activities was $10,027,668 related to the purchase of $25,915,957 and the sale of $15,888,289 short-term investments.

For the three months ended March 31, 2021, cash

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

Net cash provided by financing activities for the three months ended

March 31, 2022 was $29,948,348 due to sales of common stock of $29,583,542, proceeds from warrants exercised for common stock of $300,006,

and proceeds from options exercised for common stock of $64,800.

cash provided by financing activities for the nine months ended September 30, 2020 was $27,529,174 due to sales of common stock of $19,816,597,

proceeds from warrants exercised for common stock of $7,186,306, and proceeds from options exercised for common stock of $636,518, partially

offset by payments of notes payable of $110,247.

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

Because of their liquidity, these assets are not directly affected

by inflation.

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

costs of such items will not materially affect our operations.

However, the rate of inflation affects our expenses, such as those for

employee compensation and contract services, which could increase our level of expenses and the rate at which we use our resources.

Sheet Arrangements

part of our ongoing business, we do not participate in transactions that generate relationships with unconsolidated entities or financial

partnerships, such as entities often referred to as structured finance or special purpose entities (SPEs), which would have been established

for the purpose of facilitating off-balance sheet arrangements or other contractually limited purposes.

As of September 30, 2021 and

December 31, 2020, we were not involved in any SPE transactions.

and Contingencies

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

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

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

Additional risks and uncertainties not currently known to us or that we

currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Accounting Policies and Estimates

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

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

the effect of matters that are inherently uncertain.

unaudited consolidated financial statements are presented in accordance with U.S.

Net cash provided by financing activities for

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

options exercised for common stock of $1,460,506.

Effects of Inflation

Our assets are primarily monetary, consisting

of cash and cash equivalents.

Because of their liquidity, these assets are not directly affected by inflation.

Because we intend to retain

and continue to use our equipment, we believe that the incremental inflation related to replacement costs of such items will not materially

affect our operations.

However, the rate of inflation affects our expenses, such as those for employee compensation and contract services,

which could increase our level of expenses and the rate at which we use our resources.

Commitments and Contingencies

Please refer to Note 9 in our Annual Report on

Form 10-K for the year ended December 31, 2021 under the heading Commitments and Contingencies.

To our knowledge there have been no material

changes to the risk factors that were previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December

Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially

adversely affect our business, financial condition and/or operating results.

Critical Accounting Policies and Estimates

A critical accounting policy is one that is both

important to the portrayal of a company’s financial condition and results of operations and requires management’s most difficult,

subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

Our unaudited condensed consolidated financial

statements are presented in accordance with U.S.

GAAP, and all applicable U.S.

GAAP accounting standards

effective as of September 30, 2021 have been taken into consideration in preparing the unaudited consolidated financial statements.

preparation of unaudited consolidated financial statements requires estimates and assumptions that affect the reported amounts of assets,

liabilities, expenses and related disclosures.

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

could differ from those estimates.

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

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

Valuation of research and development expenses, and

Valuation of stock-based compensation expenses

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

Historical information is modified as appropriate based on current

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

of assets and liabilities.

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

Actual results could differ

from our estimates.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

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

GAAP accounting standards effective as of March 31, 2022

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

The preparation of unaudited condensed

consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, 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.

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable

under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that

are not readily apparent from other sources.

On a continual basis, management reviews its estimates utilizing currently available information,

changes in facts and circumstances, historical experience, and reasonable assumptions.

After such reviews, and if deemed appropriate,

managements estimates are adjusted accordingly.

Actual results could differ from those estimates and assumptions under different and/or

future circumstances.

Management considers an accounting estimate to be critical if:

it requires assumptions to be made that were uncertain at the time the estimate was made;

changes in the estimate, or the use of different estimating methods that could have been selected, could have a material impact on results of operations or financial condition.

We evaluate our estimates and assumptions on an

ongoing basis and none of the Company’s estimates and assumptions used within the unaudited condensed consolidated financial statements

involve a high level of estimation uncertainty.

For additional discussion regarding the application of the significant accounting policies,

see Note 2 to the Company’s unaudited condensed consolidated financial statements included in this report.

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK.

There have been no material changes to our exposures

to market risks as disclosed under the heading “Quantitative and Qualitative Disclosures About Market Risks” in the annual

MD&A contained in our Form 10-K for the year ended December 31, 2021.

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 2. Management’s Discussion and Analysis