What changed in this filing

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Item 1. Financial Statements

2022-11-10 compared with 2022-08-11 · 320 added, 247 removed, 447 unchanged (56% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

September 30,

Current assets:

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Prepaid expenses

Other current assets

Total current assets

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Three months ended

Six months ended

Nine months ended

September 30,

Operating expenses:

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Interest/investment income, net

Realized (loss) gain on short-term investments

Unrealized loss on short-term investments

( 1,186,337 )

Realized loss on short-term investments

Unrealized (loss) gain on short-term investments

( 3,897,135 )

Total other (expenses) income

Total other (expense) income – net

$ ( 39,418,707 )

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Condensed Consolidated Statements of Stockholders’

Three and Six months ended June 30, 2022

Nine months ended September 30, 2022

Balance – December 31, 2021

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( 384,747,863 )

Stock based compensation

Warrant exercised for cash

Options exercised for cash

Share exchange – Pre-funded warrants, net of fees

( 1,452,016 )

( 39,418,707 )

Three and Six months ended June 30, 2021

( 39,418,707 )

Balance – September 30, 2022

$ 590,482,783

$ ( 424,166,570 )

$ 166,344,855

Nine months ended September 30, 2021

Balance – December 31, 2020

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( 228,082,428 )

Warrants issued for license agreement

Stock based compensation

Warrant exercised for cash

Options exercised for cash

Equity offering costs

( 42,606,191 )

Balance – September 30, 2021

$ 343,358,208

$ ( 270,688,619 )

The accompanying notes are an integral part of

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Condensed Consolidated Statements of Cash Flows

Six months ended

Nine months ended

September 30,

Cash flows from operating activities

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Depreciation expense

Warrants issued for license agreement

Stock-based compensation

Gain on settlement of fees

Realized loss (gain) on short-term investments

Realized loss on short-term investments

Unrealized loss on short-term investments

1 unchanged sentence

Lease payment receivable

Other current assets

Prepaid expenses and other assets

( 1,812,288 )

Accounts payable

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Sale of short-term investments

Net cash (used in) provided by investing activities

( 10,168,188 )

Net cash provided by investing activities

Cash flows from financing activities

Payment of fees for warrants issued for common stock

Proceeds from issuance of common stock – net

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Supplemental disclosure of cash flow information:

Cash paid during the period for:

Non-cash investing and financing activities:

Share exchange for Pre-funded warrants

The accompanying notes are an integral part of

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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 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.

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 $ 67,918,717 for the nine months ended September

30, 2022 and has an accumulated deficit of $ 424,166,570 from inception through September 30, 2022.

Relmada has funded its past operations through

equity raises, and most recently in the nine months ended September 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, $ 703,720 through the exercise of options and $ 1,228,272 through

the exercise of warrants.

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

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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.

As of September

30, 2022, no shares have been issued under this agreement.

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 and short-term investments 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.

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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Notes to Unaudited Condensed Consolidated Financial

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Cash and Cash Equivalents

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held at two high-credit-quality financial institutions.

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

exceed the federally insured limits.

The Company’s cash balance of $ 42,524,369 at September 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 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 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

insubstantially 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 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 September 30, 2022 consisted

of mutual funds with a fair value of $ 141,627,805 .

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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 expense.

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

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

The Company does not recognize a lease

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

Instead, the Company recognizes short-term lease payments

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

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

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

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.

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

– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

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

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).

As required by Accounting Standard Codification

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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

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 $ 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.

of $ 141,627,805 at September 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 losses of $ 947,512

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

and $ 3,897,135 included in other income for the three and nine months ended September 30, 2022, respectively.

The Company recorded an

unrealized gain of $ 86,745 and an unrealized loss of $ 379,699 included in other income for the three and nine months ended September 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.

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.

Tax benefits are recognized when it is probable that the deduction

will be sustained.

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

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

As of September 30, 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 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.

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

tax benefits.

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

expenses in the statements of operations.

There were no liabilities recorded for uncertain tax positions at September 30, 2022 and December

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

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR

Act”) was signed into federal law.

The IR Act provides for, among other things, a new U.S.

federal 1 % excise tax on certain repurchases

of stock by publicly traded U.S.

domestic corporations and certain U.S.

domestic subsidiaries of publicly traded foreign corporations

occurring on or after January 1, 2023.

The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which

shares are repurchased.

The amount of the excise tax is generally 1 % of the fair market value of the shares repurchased at the time of

the repurchase.

However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value

of certain new stock issuances against the fair market value of stock repurchases during the same taxable year.

In addition, certain exceptions

apply to the excise tax.

Department of the Treasury (the “Treasury”) has been given authority to provide regulations

and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Research and Development

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

The grant-date

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

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

of those instruments.

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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

of diluted net loss per share attributable to common stockholders.

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

Six months ended

basic and diluted shares outstanding due to the Company’s net loss position.

For the nine months ended September 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 of diluted net loss per share attributable to common stockholders.

The anti-dilutive securities are as follows (in common

stock equivalent shares):

Nine months ended

September 30,

2022 September 30,

Stock options 10,719,424 5,043,931

Common stock warrants 4,484,874 3,244,248

Total 15,204,298 8,288,179

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent Accounting Pronouncements

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financial statements.

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

“ Business Combinations (Topic 805):

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

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

The amendments in this ASU require that an entity (acquirer) recognize, and measure contract assets and contract liabilities acquired

in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers, as if it

had originated the contracts as of the acquisition date.

The amendments in this ASU are effective for annual and interim periods beginning

after December 15, 2022.

The amendments in this

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

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

as of the acquisition date.

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

Early adoption is permitted.

The Company does not expect this standard to have a material impact on the consolidated

financial statements.

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

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

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

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Subsequent Events

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

NOTE 3 - PREPAID EXPENSES

3 – PREPAID EXPENSES

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

September 30,

Research and Development

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

September 30,

Research and development

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Notes to Unaudited Condensed Consolidated Financial

NOTE 5 - STOCKHOLDERS’ EQUITY

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 .

5 – STOCKHOLDERS’ EQUITY

During the nine months ended September 30, 2022,

the Company issued 175,919 shares of common stock for cash exercises of warrants for proceeds of $ 1,228,272 .

During the nine months ended September 30, 2022,

the Company issued 83,698 shares of common stock for the exercise of options for proceeds of $ 703,720 .

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

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

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

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

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

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

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

During the nine months ended September 30, 2022, the Company issued

2,094,243 shares of common stock for net cash proceeds of $ 42,728,599 under the agreement.

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.

As of September 30, 2022, no shares have been issued under this agreement.

Options and Warrants

In December 2014, the Board of Directors adopted

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

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

In May 2021, the Company’s Board of Directors adopted and shareholders approved Relmada’s 2021 Equity Incentive Plan which

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

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.

In December 2014, the Company’s Board of

Directors adopted, and shareholders approved Relmada’s 2014 Stock Option and Equity Incentive Plan, as amended, which allows for

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

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

In May 2021, the

Company’s Board of Directors adopted, and shareholders approved Relmada’s 2021 Equity Incentive Plan (the “2021 Plan”)

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

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

and shareholders approved an amendment to the 2021 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 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.

The Company utilizes the Black-Scholes option

pricing model to estimate the fair value of stock options and warrants.

The risk-free interest rate assumptions were based upon the observed

interest rates appropriate for the expected term of the equity instruments.

The expected dividend yield was assumed to be zero as the

Company has not paid any dividends since its inception and does not anticipate paying dividends in the foreseeable future.

volatility was based on historical volatility.

The Company routinely reviews its calculation of volatility changes in future volatility,

the Company’s life cycle, its peer group, and other factors.

The shareholders will vote at their annual meeting in 2023

on a management proposal to increase the shares available to be issued under the 2021 Plan.

There can be no assurance such amendment will

As of September 30, 2022, options for 166,482 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 September 30, 2022, no stock appreciation

rights have been issued.

The Company utilizes the Black-Scholes option pricing model to estimate

the fair value of stock options and warrants.

The risk-free interest rate assumptions were based upon the observed interest rates appropriate

for the expected term of the equity instruments.

The expected dividend yield was assumed to be zero as the Company has not paid any dividends

since its inception and does not anticipate paying dividends in the foreseeable future.

The expected volatility was based on historical

The Company routinely reviews its calculation of volatility changes in future volatility, the Company’s life cycle,

its peer group, and other factors.

The Company uses the simplified method for share-based

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.

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:

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 $ 847,583 , calculated using the Black-Scholes option-pricing model.

Variables used in the Black-Scholes option-pricing model

(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.

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.

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.

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

– STOCKHOLDERS’ EQUITY (continued)

On March 28, 2022, the

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

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

Variables used in the Black-Scholes option-pricing model

(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

From July 1, 2022 through September 29, 2022,

260,000 options were issued to various consultants with an exercise price ranging from $ 18.30 to $ 36.19 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 $ 5.0

million calculated using the Black-Scholes option-pricing model.

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

discount rate of 2.9 – 3.94 % (2) expected life of 6.25 years, (3) expected volatility of 93 - 94 %, and

(4) zero expected dividends.

On March 30, 2021, 50,000 options

were issued to a consultant with an exercise price of $ 34.93 and a 10 -year term, vesting over a 10 -year period.

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

The options have an aggregate fair

value of $ 1.6 million, calculated using the Black-Scholes option-pricing model.

Variables used in the Black-Scholes option-pricing model

(1) discount rate of 1.73 % (2) expected life of 10 years, (3) expected volatility of 102 %, and (4) zero expected

At September 30, 2022, the Company has unrecognized

stock-based compensation expense of approximately $ 121.7 million related to unvested stock options over the weighted average remaining

service period of 2.43 years.

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

NOTE 5 - STOCKHOLDERS’ EQUITY (continued)

A summary of the changes in options during the

six months ended June 30, 2022 is as follows:

nine months ended September 30, 2022 is as follows:

Outstanding and expected to vest at December 31, 2021

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 at September 30, 2022

$ 163,311,188

Options exercisable at September 30, 2022

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

ended September 30, 2022 is as follows:

Outstanding and vested at December 31, 2021

Outstanding at June 30, 2022

Vested at June 30, 2022

At June 30, 2022, the Company had approximately

Outstanding at September 30, 2022

Warrants Vested at September 30, 2022

Relmada Therapeutics, Inc .

to Unaudited Condensed Consolidated Financial Statements

– STOCKHOLDERS’ EQUITY (continued)

On September 20, 2022, the Company entered into

an agreement with an investor to exchange 1,452,016 shares of outstanding common stock for 1,452,016 prefunded warrants.

The 1,452,016

shares of common stock were returned to treasury.

These warrants have an exercise price of $ 0.001 and a 9.99 % beneficial ownership limitation.

At September 30, 2022, the Company had approximately

$ 6.7 million of unrecognized compensation expense related to outstanding warrants.

At June 30, 2022, the aggregate intrinsic value

of warrants vested and outstanding was approximately $ 22.9 million.

At September 30, 2022, the aggregate intrinsic

value of warrants vested and outstanding was approximately $ 113.1 million and $ 113.1 million, respectively.

Stock-based compensation by class of expense

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):

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

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

September 30,

Research and development

4 unchanged sentences

Effective March 6, 2020, Dr.

Ottavio Vitolo, the

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

Ottavio Vitolo,

the Company’s Chief Medical Officer and 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.

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

Vitolo severance of $ 200,000 in accordance with his

employment contract.

In addition, Dr.

Vitolo’s options granted under the Company’s 2014 Stock Option and Equity Incentive Plan continued

to vest until September 6, 2020.

Vitolo 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 .

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

Plan continued to vest until September 6, 2020.

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

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

Vitolo 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.

7 unchanged sentences

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 had until December 31, 2021 to exercise his vested options and he shall be allowed

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

Wessel’s options expired on December 31, 2021.

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

totaling approximately $ 28,940 .

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

time totaling approximately $ 28,940 .

NOTE 7 – COMMITMENTS AND CONTINGENCIES

8 unchanged sentences

engage in discussions with other potential licensors.

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

As of September 30, 2022, no discussions are active between the Company and Wonpung.

The Company received an upfront license fee of

$ 1,500,000 and will earn royalties of up to 12 % of net sales for up to two licensed products it was developing at the time of the signing

$ 1,500,000 and will earn royalties of up to 12 % of net sales for up to two licensed products was developing at the time of the signing

of the agreement.

2 unchanged sentences

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

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

NOTE 7 – COMMITMENTS AND CONTINGENCIES (continued)

Third Party Licensor

10 unchanged sentences

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)

As of September 30, 2022, the Company

has not generated any revenue related to this license agreement.

Inturrisi / Manfredi

21 unchanged sentences

the License Agreement.

As of June 30, 2022, no events have occurred, and the Company continues to pay Licensor $ 45,000 every three months.

As of September 30, 2022, no events have occurred, and the Company continues to pay Licensor $ 45,000 every three

Arbormentis, LLC

4 unchanged sentences

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.

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

12 unchanged sentences

Notes to Unaudited Condensed Consolidated Financial

NOTE 7 - COMMITMENTS AND CONTINGENCIES (continued)

NOTE 7 – COMMITMENTS AND CONTINGENCIES

Leases and Sublease

On August 1, 2021, the Company relocated its corporate

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

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

The lease period was for five months .

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

year 2022 with monthly rent of approximately $ 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.

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 nine months ended September 30, 2022 and 2021, the Company recognized lease

expense of approximately $ 75,700 and $ 87,100 , respectively.

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

and Restated License Agreement with Actinium Pharmaceuticals, Inc.

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

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

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

paid license fees.

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.

Pursuant to the terms of the agreement, Actinium licensed the furniture,

fixtures, equipment and tenant improvements located in its office (FFE) for a license fee of $7,529 per month until December 8, 2022.

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

On July 7, 2022, Actinium exercised its 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 nine months ended September

30, 2022 and 2021, the Company recognized lease income of approximately $ 2,500 and $ 8,800 , respectively.

As of September 30, 2022, there

were no future payments to be received as a result of the exercised right to purchase.

NOTE 8 – OTHER POST-RETIREMENT BENEFIT PLAN

5 unchanged sentences

The Company’s contribution expense was approximately

$ 62,800 and $ 78,800 for the six months ended June 30, 2022 and 2021, respectively.

$ 87,900 and $ 101,100 for the nine months ended September 30, 2022 and 2021, respectively.

NOTE 9 – SUBSEQUENT EVENTS

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 .

On October 19, 2022, a cashless exercise of the

1,452,016 prefunded warrants was transacted with 1,451,795 shares of common shares issued and the remaining 221 warrants being cancelled.

Subsequent to September 30, 2022, 5,417 outstanding

warrants were exercised for total cash proceeds of $ 36,252 .

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