What changed in this filing

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Item 1. Financial Statements

2022-08-11 compared with 2022-05-05 · 289 added, 254 removed, 405 unchanged (57% of the section changed)

7 unchanged sentences

Prepaid expenses

Other current assets

Total current assets

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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

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Three months ended

Six months ended

Operating expenses:

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( 26,461,880 )

( 83,809,495 )

( 48,867,083 )

Other (expenses) income:

Gain on settlement of fees

Interest/investment income, net

Realized loss on short-term investments

Realized (loss) gain on short-term investments

Unrealized loss on short-term investments

( 1,186,337 )

Total other (expense) income

( 2,949,624 )

Total other (expenses) income

$ ( 39,934,968 )

$ ( 26,551,944 )

$ ( 79,680,751 )

$ ( 48,767,125 )

Loss per common share – basic and diluted

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Relmada Therapeutics, Inc.

Condensed Consolidated Statements of Changes

in Stockholders’ Equity

Three months ended March 31, 2022

Condensed Consolidated Statements of Stockholders’

Three and Six months ended June 30, 2022

Balance - December 31, 2021

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( 344,812,895 )

Stock based compensation

Warrant exercised for cash

Options exercised for cash

ATM offering, net of offering costs

( 39,934,968 )

Three months ended March 31, 2021

Balance – June 30, 2022

$ 581,569,169

$ ( 384,747,863 )

$ 196,851,331

Three and Six months ended June 30, 2021

Balance - December 31, 2020

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( 201,530,484 )

Stock based compensation

Warrant exercised for cash

Options exercised for cash

ATM offering, net of offering costs

( 26,551,944 )

Balance - June 30, 2021

$ 324,917,516

$ ( 228,082,428 )

The accompanying notes are an integral part of

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Condensed Consolidated Statements of Cash Flows

Three months ended

Six months ended

Cash flows from operating activities

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Stock-based compensation

Realized loss on short-term investments

Gain on settlement of fees

Realized loss (gain) on short-term investments

Unrealized loss on short-term investments

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Lease payment receivable

Prepaid expenses

Other current assets

Prepaid expenses and other assets

Accounts payable

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Cash flows from financing activities

Proceeds from issuance of common stock

Proceeds from issuance of common stock, net

Proceeds from options exercised for common stock

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Net cash provided by financing activities

Net increase in cash and cash equivalents

Net (decrease)/increase in cash and cash equivalents

( 7,182,573 )

Cash and cash equivalents at beginning of the period

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including, but not limited to, dependence on collaborative arrangements, development by the Company or its competitors of new technological

innovations, dependence on key personnel, protection of proprietary technology, and compliance with the Food and Drug Administration (FDA)

and other governmental regulations and approval requirements.

innovations, dependence on key personnel, protection of proprietary technology, and compliance with the Food and Drug Administration

(FDA) and other governmental regulations and approval requirements.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING

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GAAP for complete consolidated financial statements.

The unaudited condensed consolidated financial

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

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

Interim results are not necessarily indicative of the results for the

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.

Notes to Unaudited Condensed Consolidated Financial

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Management believes that the Company’s existing

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

issuance of these unaudited condensed consolidated 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 unaudited condensed consolidated

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

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

Interim results are not necessarily indicative of the results

for the full year.

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 10-K.

As shown in the accompanying unaudited condensed consolidated financial

statements, the Company incurred negative operating cash flows of $ 41,055,884 for the six months ended June 30, 2022 and has an accumulated

deficit of $ 384,747,863 from inception through June 30, 2022.

Relmada has funded its past operations through equity raises and most

recently in the six months ended June 30, 2022, the Company raised net proceeds of $ 42,728,599 from the sale of common stock through our

at-the-market (ATM) equity offering, $ 417,544 through the exercise of options and $ 895,356 through the exercise of warrants.

On April 8, 2022, we raised net proceeds of $ 13,145,057

from the sale of common stock through our ATM equity offering.

On April 6, 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.

Management believes that the Company’s

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

from the issuance of these unaudited condensed consolidated quarterly financial statements.

Beyond that point management will evaluate

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

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

Any such expenditures

related to any subsequent 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 statements.

Principles of Consolidation

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held at two high-credit-quality financial institutions.

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

The Company’s cash balance of $ 37,260,866 at June 30, 2022 at these institutions

exceed the federally insured limits.

Short-term Investments

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

Substantially all equity investments in

nonconsolidated entities are measured at fair value with recurring changes recognized in earnings, except for those accounted for using

Substantially all equity investments are

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 condensed consolidated statement

of operations.

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

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

statement of operations.

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

statement of cash flows.

Short-term investments at June 30, 2022 consisted

of mutual funds with a fair value of $ 174,694,211 .

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operating leases or finance leases.

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

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

front-loaded expense.

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

The Company does not recognize a lease liability or

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

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

on a straight-line basis over the lease term.

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

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

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

Other Current Assets

The Company recognizes other current assets as a transaction that will

be converted into cash within a year on the balance sheet.

The Company’s other current assets consist entirely of unsettled funds

from an option exercise on June 30, 2022.

Fair Value of Financial Instruments

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Fair value is defined as the price that would

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

the reporting date.

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

at the reporting date.

A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices

in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.

The fair value hierarchy is as follows:

Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

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

These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.

Level 3 Inputs - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The fair value hierarchy is as

Level 1 Inputs – Unadjusted quoted

prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 Inputs – Inputs other

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

These might include

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

that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities,

prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other

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

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.

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 judgement and may affect the valuation of the fair value of assets and liabilities and their placement

within the fair value hierarchy levels.

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The Company’s short-term investment instruments

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.

Unrealized gains and losses are

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

of $ 174,694,211 at June 30, 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.

Unrealized gains and losses are recorded

in the condensed consolidated statement of operations under other income.

The Company recorded unrealized loss of $ 1,186,337 and $ 2,949,624

included in other income for the three and six months ended June 30, 2022, respectively.

The Company recorded unrealized losses of $ 289,281

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

and $ 466,444 included in other income for the three and six months ended June 30, 2021, respectively.

The Company accounts for income taxes using the

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

Tax benefits are recognized when it is probable that the deduction

will be sustained.

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

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

As of March 31, 2022

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

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

Tax benefits are recognized when it is probable that the

deduction will be sustained.

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

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

30, 2022 and December 31, 2021, the Company had recognized a valuation allowance to the full extent of the Company’s net deferred

tax assets since the likelihood of realization of the benefit does not meet the more likely than not threshold.

The Company files a U.S.

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and various state returns.

Uncertain tax positions taken on the Company’s tax returns will be accounted for as liabilities for unrecognized

tax benefits.

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

expenses in the statements of operations.

There were no liabilities recorded for uncertain tax positions at 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

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Uncertain tax positions taken on the Company’s tax returns will be accounted for as liabilities for

unrecognized tax benefits.

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

and administrative expenses in the statements of operations.

There were no liabilities recorded for uncertain tax positions at June 30,

2022 and December 31, 2021.

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

are from June 30, 2018 forward.

Research and Development

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Stock-Based Compensation

The Company measures the cost of employee services

The Company measures the cost of employee and non-employee services

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

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

Diluted loss per common share attributable to common stockholders

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

for the period determined using the treasury-stock method.

Dilutive common stock equivalents are comprised of options and warrants to

purchase common stock.

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

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

For the three months ended March 31, 2022 and

Diluted loss per common share attributable to common

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

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

Dilutive common stock equivalents are comprised of

options and warrants to purchase common stock.

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

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

For the six months ended June 30, 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

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

Three months ended

Six months ended

Stock options

Common stock warrants

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent Accounting Pronouncements

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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 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

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

financial statements.

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

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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,

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Accrued vacation

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

NOTE 5 - STOCKHOLDERS’ EQUITY

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 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 .

During the six months ended June 30, 2022, the

Company issued 124,392 shares of common stock, for cash exercises of warrants for proceeds of $ 895,356 .

During the six months ended June 30, 2022, the

Company issued 65,812 shares of common stock for cash exercises of options for proceeds of $ 417,544 .

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

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

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

During the six months ended June 30, 2022, the Company issued 2,094,243

shares of common stock for net cash proceeds of $ 42,728,599 under the agreement.

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

NOTE 5 - STOCKHOLDERS’ EQUITY (continued)

Options and Warrants

In December 2014, the Board of Directors adopted

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

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

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

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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.

In May 2022, the Company’s Board of Directors adopted and

Shareholders approved an amendment to the 2021 Equity Incentive Plan to increase the shares of the Company’s common stock available

for issuance thereunder by 3,900,000 shares.

Stock options are exercisable generally for a

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

As of March 31, 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

As of June 30, 2022, there were 125,632 shares

available for future grants under the combined Equity Incentive Plans.

As of June 30, 2022, no stock appreciation rights

have been issued.

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

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

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.

The options granted

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

The options have an aggregate fair value

of $ 847,583 , 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

From 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.

The options 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.

On March 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

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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

From April 25, 2022 through May 5, 2022, 260,000 options

were issued to various consultants with an exercise price ranging from $ 22.40 to $ 25.52 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 approximately

$ 4.6 million, calculated using the Black-Scholes option-pricing model.

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

(1) discount rate of 2.85 – 3.04 % (2) expected life of 6.25 years, (3) expected volatility of 95 %,

and (4) zero expected dividends.

At June 30, 2022, the Company has unrecognized

stock-based compensation expense of approximately $ 122.7 million related to unvested stock options over the weighted average remaining

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A summary of the changes in options during the

three months ended March 31, 2022 is as follows:

six months ended June 30, 2022 is as follows:

Outstanding and expected to vest at December 31, 2021

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 expected to vest at June 30, 2022

Options exercisable at June 30, 2022

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

ended June 30, 2022 is as follows:

Outstanding and vested at December 31, 2021

Outstanding at March 31, 2022

Warrants Vested at March 31, 2022

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

NOTE 5 - STOCKHOLDERS’ EQUITY (continued)

At March 31, 2022, the Company had approximately

Outstanding at June 30, 2022

Vested at June 30, 2022

At June 30, 2022, the Company had approximately

$ 7.7 million of unrecognized compensation expense related to outstanding warrants.

At March 31, 2022, the aggregate intrinsic value

At June 30, 2022, the aggregate intrinsic value

of warrants vested and outstanding was approximately $ 22.9 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):

The following summarizes the components of stock-based

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

ended June 30, 2022 and 2021 (rounded to nearest $00):

Research and development

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to vest until September 6, 2020.

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

provision to exercise his vested options.

Vitolo exercised 126,562 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 .

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

exercise provision to exercise his vested options.

Vitolo exercised 126,562 options during 2020 and the remaining options

expired on March 6, 2021.

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

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

Effective December 31, 2020, Dr.

Thomas Wessel, the

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

Thomas Wessel,

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

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

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

Wessel severance of $ 237,500 in accordance with his

employment contract.

In addition, Dr.

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

to vest until June 30, 2021.

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

a cashless exercise provision to exercise his vested options.

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

Plan continue to vest until June 30, 2021.

Wessel had until December 31, 2021 to exercise his vested options and he was allowed to

use a cashless exercise provision to exercise his vested options.

Wessel’s options expired on December 31, 2021.

The agreement

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

approximately $ 28,940 .

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 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.

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 June 30, 2022, no discussions are active between the Company and Wonpung.

The Company received an upfront license fee of

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

$ 1,500,000 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 agreement.

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)

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

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

Third Party Licensor

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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 March 31, 2022, 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 June 30, 2022, the Company has not

generated any revenue related to this license agreement.

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

NOTE 7 - COMMITMENTS AND CONTINGENCIES (continued)

Inturrisi / Manfredi

21 unchanged sentences

the License Agreement.

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

As of June 30, 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.

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.

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

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

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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.

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.

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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.

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

year 2022 with monthly rent of approximately $ 9,000 .

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 six months ended June 30, 2022 and 2021, the Company recognized

lease expense of approximately $ 44,000 and $ 38,700 , respectively.

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

4 unchanged sentences

paid license fees.

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

At inception, the Company derecognized the underlying assets of

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

lease of fixed assets of $96,403.

For the three months ended March 31, 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.

On July 7, 2022, Actinium exercised their right to purchase the FFE for $52,698.

The license of FFE qualified as a

sales-type lease.

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

of $397,049 using the discount rate of 8.38% and recognized loss on sales-type lease of fixed assets of $96,403.

For the six months ended

June 30, 2022 and 2021, the Company recognized lease income of approximately $ 2,500 and $ 6,300 , respectively.

As of June 30, 2022, there

was no unearned interest income as a result of the exercised right to purchase.

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%.

Relmada participates in a multiemployer 401(k)

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

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

The employees choose an amount from various investment

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The Company’s contribution expense was approximately

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

$ 62,800 and $ 78,800 for the six months ended June 30, 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 .

On July 1, 2022, 150,000 options were granted

to a consultant with an exercise price of $ 18.30 .

Subsequent to June 30, 2022, 17,886 outstanding

options were exercised for total cash proceeds of $ 286,176 .

Subsequent to June 30, 2022, 18,038 outstanding warrants were exercised

for total cash proceeds of $ 129,478 .

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