What changed in this filing

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Item 9A. Controls and Procedures

2023-03-23 compared with 2022-03-25 · 678 added, 603 removed, 593 unchanged (68% of the section changed)

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Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management,

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

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

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

and procedures were effective.

Under the supervision and with the participation

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

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

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, at December 31, 2022, such

disclosure controls and procedures were effective.

Disclosure controls and procedures are controls

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Changes in Internal Control Over Financial

There were no changes in the Company’s internal

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

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

There were no changes in the Company’s

internal controls over financial reporting that occurred during the fourth quarter of the fiscal year covered by this Annual Report on

Form 10-K that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial

Management’s Report on Internal Control

Over Financial Reporting

As required by the SEC rules and regulations for

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

internal control over financial reporting.

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

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

accordance with GAAP.

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

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

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

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

As required by the SEC rules and regulations for the implementation

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

over financial reporting.

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

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

United States Generally Accepted Accounting Principles (GAAP).

Our internal control over financial reporting includes those policies and

procedures that:

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

assets of our company,

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

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

only in accordance with authorizations of our management and directors, and

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

could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal

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management determined that we did maintain effective internal control over financial reporting at December 31, 2022.

OTHER INFORMATION

On March 17, 2023, our Board of Directors unanimously

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increasing by 2,500,000 shares the number of shares of our common stock that will be available for issuance of awards under the 2021 Plan.

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

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

On May 25, 2022, 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.

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

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of the Company;

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

its stockholders.

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

of its stockholders.

Administration .

The 2021 Plan will be administered

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

In case no Committee has been appointed,

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

of the 2021 Plan.

The 2021 Plan will be

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

In case no Committee

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

with the terms of the 2021 Plan.

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

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Recipients of Grants .

Incentive stock options

may be granted only to employees.

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

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

the grant date.

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

in and receive awards under the 2021 Plan.

Incentive stock

options may be granted only to employees.

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

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

following the grant date.

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

to participate in and receive awards under the 2021 Plan.

The 2021 Plan has a term of ten years.

This summary of the 2021 Plan is qualified in its

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

The proposed amendment to the 2021 Plan will be submitted

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

If the proposed amendment is not approved by the shareholders,

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

Options for 3,821,118

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

If the amendment is not approved, such

options will be void.

DISCLOSURE REGARDING

FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

This summary of the 2021 Plan is qualified in

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

The proposed amendment to the 2021 Plan will be

submitted for the approval of our shareholders at our 2023 Annual Meeting of Stockholders.

If the proposed amendment is not approved by

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

for 930,336 shares of commons stock were issued subject to approval by the shareholders of this amendment.

If the amendment is not approved,

such options will be void.

DISCLOSURE REGARDING FOREIGN

JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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(INDEX TO FINANCIAL STATEMENTS)

of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2022 and 2021

Consolidated Statements of Operations for the Years Ended December 31, 2022 and 2021

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

Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2022 and 2021

Consolidated Statements of Cash Flows for the Years Ended December 31, 2022 and 2021

to Consolidated Financial Statements

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

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Relmada Therapeutics, Inc.

Opinion on the Financial

We have audited the accompanying

consolidated balance sheets of Relmada Therapeutics, Inc.

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

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

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheets of Relmada Therapeutics, Inc.

(the “Company”) as of December 31, 2022 and 2021, the related consolidated statements

of operations, changes in stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2022,

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

In our opinion, the financial statements

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

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

present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of

its operations and its cash flows for each of the two years in the period ended December 31, 2022, in conformity with accounting principles

generally accepted in the United States of America.

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

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

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

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements

are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform,

an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal

control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control

over financial reporting.

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

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

federal securities laws and the applicable rules

and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the

financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were

we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an

understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the

Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

Our audits included performing procedures to

assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that

respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well

as evaluating the overall presentation of the financial statements.

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

Critical Audit Matter

Critical audit matters are matters arising from the

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

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

or complex judgments.

Critical audit matters are matters arising from

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

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

subjective, or complex judgments.

We determined that there are no critical audit matters.

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Lease payments receivable – short term

Other receivables

Prepaid expenses

Total current assets

Fixed assets, net of accumulated depreciation

Lease payments receivable – long term

$ 152,905,179

$ 223,325,811

Commitments and Contingencies (Note 9)

Liabilities and Stockholders’ Equity

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Total liabilities

Commitments and Contingencies (Note 7)

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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Relmada Therapeutics, Inc.

Consolidated Statements

of Operations

Consolidated Statements of Operations

For the Years Ended December 31, 2022 and 2021

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Research and development

$ 113,322,999

General and administrative

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Other income (expenses):

Gain on settlement of fees

Interest/investment income, net

Realized loss on short-term investments

Unrealized (loss) gain on short-term investments

Total other (expenses) income, net

Unrealized loss on short-term investments

( 4,220,255 )

Total other income (expenses), net

$ ( 157,043,823 )

$ ( 125,751,809 )

Net loss per common share – basic and diluted

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Relmada Therapeutics, Inc.

Statements of Changes in Stockholders’ Equity

Consolidated Statements of Changes in Stockholders’

For the Years Ended December 31, 2022 and 2021

Additional Paid-in

Balance – December 31, 2020

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Options exercised

Cashless exercise of options

( 125,751,809 )

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( 305,067,112 )

$ ( 179,315,303 )

$ 105,582,746

Stock-based compensation expense

Equity offering, net

ATM offering, net

Share exchange -Prefunded warrants, net of fees

( 1,452,016 )

Net exercise -Prefunded warrants

Warrants exercised

Options exercised

Short swing profit, net

( 157,043,823 )

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Relmada Therapeutics, Inc.

Consolidated Statements

of Cash Flows

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2022 and 2021

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Stock-based compensation

Gain on settlement

( 6,351,606 )

Realized loss on short-term investments

Unrealized loss (gain) on short-term investments

Unrealized loss on short-term investments

Change in operating assets and liabilities:

Lease payment receivable

Other receivable

Prepaid expenses and other assets

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Sale of short-term investments

Net cash used in investing activities

( 54,118,036 )

Net cash provided by (used in) investing activities

( 54,118,036 )

Cash flows from financing activities

Principal payments of notes payable

Payment of fees for warrants issued for common stock

Proceeds from issuance of common stock

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Proceeds from warrants exercised for common stock

Proceeds from short swing profit, net

Net cash provided by financing activities

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Relmada Therapeutics, Inc.

Consolidated Statements of Cash Flows

For the Years Ended December

31, 2021 and 2020

Consolidated Statements of Cash Flows (continued)

For the Years Ended December 31, 2022 and 2021

Supplemental disclosure of cash flow information:

Cash paid during the period for:

Non-cash operating transactions:

Forgiveness of accounts payable related to gain

Non-cash investing and financing transactions:

Cashless exercise of warrants for common stock

Cashless exercise of options for common stock

Share exchange for Pre-funded warrants

Net exercise of 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 POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements and related notes

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

The consolidated

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

All significant intercompany

accounts and transactions have been eliminated in consolidation.

As shown in the accompanying consolidated financial statements, the

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

from inception through December 31, 2021.

Relmada has funded its past operations through equity raises and most

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

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

Management believes that the Company’s existing cash and cash

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

of these consolidated financial statements.

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

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

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

Any such expenditures related to any subsequent

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

Further, additional financing related to subsequent trials

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

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

The accompanying consolidated financial statements

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

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

All significant intercompany accounts and transactions have been eliminated in consolidation.

As shown in the accompanying consolidated financial

statements, the Company incurred negative operating cash flows of $ 103,801,617 for the year ended December 31, 2022 and has an accumulated

deficit of $ 462,110,935 from inception through December 31, 2022.

Relmada has funded its past operations through

equity raises and most recently in the year ended December 31, 2022, Relmada raised $ 42,728,599 in proceeds from the sale of common stock

through an ATM offering, $ 1,264,523 through the exercise of warrants, and $ 703,720 through the exercise of options.

Management believes that the Company’s

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

from the issuance of these consolidated financial statements.

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

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

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

Any such expenditures related

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

Further, additional financing related

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

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

Relmada Therapeutics, Inc.

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Use of Estimates

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

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

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

The preparation of financial statements in conformity

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

of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the

reporting period.

Actual results could differ from those estimates.

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

related to income taxes.

The significant estimates are stock-based compensation expenses,

and recorded amounts related to income taxes.

Cash and Cash Equivalents

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

The Company has adopted FASB

ASU 2016-01, Financial Instruments, for the year ended December 31, 2021 which requires substantially all equity investments in nonconsolidated

entities to be measured at fair value with recurring changes recognized in earnings, except for those accounted for using equity method

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

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

The Company has adopted

FASB ASU 2016-01, Financial Instruments, for the year ended December 31, 2021 which requires substantially all equity investments in

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

equity method accounting.

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

of operations.

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

Short-term investments at December 31, 2022

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are recorded as general and administrative expense and expensed as incurred since recoverability of such expenditures is uncertain.

Fixed assets are stated at cost less accumulated

depreciation.

Fixed assets are comprised of computers and software.

Depreciation is calculated using the straight-line method over the

estimated useful life of the assets.

Computers and software have an estimated useful life of three years .

The Company recognizes their leases with a term

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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 leases for office space.

The Company does not recognize a lease liability

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

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

on a straight-line basis over the lease term.

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

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

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

Gain on Settlement

The Company recognizes a gain when cash (or other

assets, such as claims to cash) has been received without the expectation of repayment.

A gain is recorded when the assets are readily

convertible to know amounts of cash or claims to cash.

Gains are reported as part of other income (expense) on the consolidated statement

of operations.

The Company recorded an gain on settlement of $ 6,351,606 and $ 0 included in other income (expense) for the years ended

December 31, 2022 and 2021, respectively.

Relmada Therapeutics, Inc.

Notes to Consolidated Financial

Notes to Consolidated Financial Statements

Fair Value of Financial Instruments

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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.

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

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.

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that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The Company’s short-term investment instruments

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

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

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

ended December 31, 2021 and 2020, respectively.

The Company’s short-term investment instruments of $ 142,926,781

at December 31, 2022 are classified using Level 1 inputs within the fair value hierarchy because they are valued using NAV.

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

The Company recorded

an unrealized loss of $ 4,220,255 and $ 611,382 , included in other income (expense) for the years ended December 31, 2022 and 2021, respectively.

Fair Value on a Recurring Basis

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

within the fair value hierarchy levels.

Relmada Therapeutics, Inc.

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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.

At December 31, 2021

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

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

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.

31, 2022 and 2021, the Company had recorded a valuation allowance to the full extent of the Company’s net deferred tax assets since

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

The Company files a U.S.

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Net Loss per Common Share

Basic net loss per common share attributable to

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

Basic net loss per common share attributable

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

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

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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 losses

in each period.

Therapeutics, Inc.

to Consolidated Financial Statements

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

diluted net loss per share attributable to common stockholders.

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

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.

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

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):

Common stock warrants

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

Accounting Pronouncements

Recent Accounting Pronouncements

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

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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.

Early adoption

is permitted.

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

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

Early adoption is permitted.

The Company adopted this standard effective January 1, 2022 and the standard did not have a significant

impact on our consolidated financial statements.

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

“ Business Combinations (Topic 805):

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

The amendments in this

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

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

as of the acquisition date.

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

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 will evaluate the impact of ASU 2021-08 on any business combinations

entered into the future.

In May 2021, the FASB issued ASU No.

2021-04, Earnings Per

Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718),

2021-04, Earnings

Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718),

and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) .

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

The Company is currently in the process of evaluating the impact

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

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

Simplifying the Accounting for Income Taxes ,” which is intended to simplify various aspects related to accounting

for income taxes.

ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing

guidance to improve consistent application.

This guidance is effective for fiscal years, and interim periods within those fiscal years,

beginning after December 15, 2020.

The Company adopted this standard effective January 1, 2021 and the standard did not have a significant

impact on our consolidated financial statements.

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

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

The Company continues to monitor the COVID-19 related concerns

and the related economic impacts.

The Company adopted this standard effective January 1, 2022 and

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

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

“ Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes ,” which is intended to simplify various aspects

related to accounting for income taxes.

ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies

and amends existing guidance to improve consistent application.

This guidance is effective for fiscal years, and interim periods within

those fiscal years, beginning after December 15, 2020.

The Company adopted this standard effective January 1, 2021 and the standard did

not have a significant impact on our consolidated financial statements.

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

During March 2020, a global pandemic was declared

by the World Health Organization related to the rapidly growing outbreak of a novel strain of coronavirus (COVID-19).

The COVID-19 pandemic

did not significantly impact the Company.

The Company continues to monitor the COVID-19 related concerns and the related economic impacts.

3 - PREPAID EXPENSES

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

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

Research and Development

Therapeutics, Inc.

to Consolidated Financial Statements

4 - FIXED ASSETS

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

Computer and software

accumulated depreciation

Fixed assets, net

For the years ended December 31, 2021 and 2020,

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

5 - ACCRUED EXPENSES

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

NOTE 4 - ACCRUED EXPENSES

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

Research and development

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Accrued vacation

Therapeutics, Inc.

to Consolidated Financial Statements

6 - STOCKHOLDERS’ EQUITY

During the years ended December 31, 2021 and 2020,

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

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

NOTE 5 - STOCKHOLDERS’ EQUITY

During the years ended December 31, 2022 and 2021,

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During the year ended December 31, 2022 and 2021,

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

During the year ended December 31, 2021 and 2020,

the Company issued 83,698 and 174,619 shares of common stock for the exercise of options for proceeds of $ 703,720 and $ 668,431 , respectively.

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the offering totaled $ 161,226,945 .

On April 6, 2022, the Company 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

As of December 31, 2022, no shares have been issued under this agreement.

During the years ended December 31, 2022 and 2021,

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

compensation - options

In December 2014, the Board of Directors adopted and

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

Stock-based compensation - options

In December 2014, the Board of Directors adopted

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

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

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granting of 1,500,000 options or other 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.

These combined plans allowed for the granting

of up to 10,552,942 options or other stock awards.

Stock options are exercisable generally for a period

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

Stock options are exercisable generally for a

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

or other milestones.

As of December 31, 2022, there were no shares available to be granted under either the 2014 or 2021 Plan.

The shareholders

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

3,900,000 shares;

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 be approved.

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

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

If the amendment is not approved, such options

will be void.

Therapeutics, Inc.

to Consolidated Financial Statements

Company uses the simplified method for share-based compensation to estimate the expected term for employee option awards for share-based

compensation in its option-pricing model.

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

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

As of December 31, 2022, options for 1,569,664 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.

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

The Company uses the simplified method for share-based

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

From December 16, 2022 through December 21, 2022,

the Company awarded a total of 2,800,000 options to consultants and employees with an exercise price ranging from $ 3.20 to $ 3.37 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 $ 1.1 million, calculated using the Black-Scholes option-pricing model.

fair value of $ 8,169,325 calculated using the Black Scholes option-pricing model.

Variables used in the Black-Scholes option-pricing

model include:

(1) discount rate of 3.60 – 3.78 % (2) expected life of 6.25 years, (3) expected volatility of 115 %,

and (4) zero expected dividends.

On December 16, 2022, the Company awarded a total

of 199,432 options to employees with an exercise price of $ 3.37 and a 10 -year term vesting immediately.

have an aggregate fair value of $ 561,902 calculated using the Black Scholes option-pricing model.

Variables used in the Black-Scholes

option-pricing model include:

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

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

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

to the 2021 Plan.

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

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

a 1 to 4 -year period.

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

(1) discount rate of 3.61 % (2) expected life of 5 years, (3) expected volatility of 120 %,

and (4) zero expected dividends

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:

(1) discount rate of 1.18 - 1.26 % (2) expected life of 5.2 -

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

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

of the above-described amendment to the 2021 Plan.

(1) 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.

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.

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 using the

Black Scholes option-pricing model.

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

(1) discount rate of 2.55 %

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

From January 5, 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 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

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 include:

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

On December 22, 2021, the Company awarded a total

of 65,000 options to various consultants with an exercise price of $ 21.11 and a 10 -year term, vesting over a 1 to 4 -year period.

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

Variables used in

the Black-Scholes option-pricing model include:

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

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

On December 17, 2021, the Company awarded a total

of 5,477,004 options to the board or directors, various employees, and consultants with an exercise price of $ 19.03 and a 10 -year term,

vesting over a 1 to 4 -year period.

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

option-pricing model.

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

(1) discount rate of 1.18 - 1.26 % (2) expected

life of 5.2 - 5.00 years, (3) expected volatility of 97 - 99 %, and (4) zero expected dividends.

On February 18, 2021, the Company awarded a total

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

The options have

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

The options have an

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

Variables used in the Black-Scholes option-pricing

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options is subject to the passage of time.

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

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

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

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

Black-Scholes option-pricing model.

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

(1) discount rate of 0.36%-0.83%

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

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

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

Ottavio Vitolo (see note 10).

During the year ended December 31, 2020, the Company

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

the separation and settlement agreement with Dr.

Thomas Wessel.

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

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

Therapeutics, Inc.

to Consolidated Financial Statements

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

At December 31, 2022 and 2021, the Company incurred expense of $ 3,304,310 and $ 3,392,419 , respectively,

related to these options.

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

A summary of the changes in options outstanding

for the years ended December 31, 2022 and 2021 is as follows:

Number of Shares

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Outstanding and expected to vest at December 31, 2021

( 1,868,750 )

Outstanding and expected to vest at December 31, 2022

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Expected term (in years)

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

A summary of the changes in outstanding warrants

during the years ended December 31, 2022 and 2021 is as follows:

Number of Shares

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Outstanding at December 31, 2020

( 1,211,199 )

Forfeited/Expired

Outstanding at December 31, 2021

( 1,633,352 )

Outstanding at December 31, 2022

Warrants exercisable at December 31, 2022

Therapeutics, Inc.

to Consolidated Financial Statements

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

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.

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

ownership limitation.

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.

On October 1, 2021, the Company awarded a total

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to the passage of time.

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

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

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

Variables used in

the Black-Scholes option-pricing model include:

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

105 %, and (4) zero expected dividends

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

on future events.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Therapeutics, Inc.

to Consolidated Financial Statements

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

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

At December 31, 2021, the aggregate intrinsic value

of warrants vested and outstanding was $ 31.3 million.

compensation by class of expense

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

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

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

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

At December 31, 2022, the Company had approximately $ 6,200,000 of unrecognized

stock-based compensation expense related to outstanding warrants.

At December 31, 2022, the aggregate intrinsic value of warrants vested

and outstanding was approximately $ 7,000 .

Stock-based compensation by class of expense

The following summarizes the components of stock-based

compensation expense which includes common stock, stock options, warrants and restricted stock in the consolidated statements of operations

(rounded to nearest $00):

Research and development

General and administrative

8 - INCOME TAXES

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

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

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

NOTE 6 - INCOME TAXES

No provision or benefit for federal or state

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

against its deferred tax assets.

The components of the Company’s deferred

tax assets are as follows at:

Deferred tax assets:

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( 96,195,000 )

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

The Act contains several

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

increased limitation threshold for determining deductible

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

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

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

On March 27, 2020, the Coronavirus

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

The Act contains several new or changed income

tax provisions, including but not limited to the following:

increased limitation threshold for determining deductible interest expense,

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

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

Most of these provisions

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

The Company has maintained a full valuation allowance

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

The valuation allowance increased/(decreased) for the years

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

Deferred tax asset for net operating loss

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

Therapeutics, Inc.

to Consolidated Financial Statements

The valuation allowance increased for the years ended December

31, 2022 and 2021 by approximately $ 20,201,000 and $ 45,775,000 , respectively.

Deferred tax asset for net operating loss carryforwards

at December 31, 2022 was adjusted with the corresponding offset to valuation allowance.

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

At December 31, 2022, the Company had federal,

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

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

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

period preceding any potential ownership change.

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

been triggered as of December 31, 2021.

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

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

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

three-year period preceding any potential ownership change.

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

have been triggered as of December 31, 2022.

A reconciliation of the statutory tax rate to

the effective tax rate is as follows:

Statutory federal income tax rate

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Effective income tax rate

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

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

Because the Company

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

for all years for which a loss carryforward is available.

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

part of income tax expense.

9 - COMMITMENTS AND CONTINGENCIES

The Company does not have any uncertain tax positions

at December 31, 2022 and 2021, that would affect its effective tax rate.

The Company does not anticipate a significant change in the

amount of unrecognized tax benefits over the next twelve months.

Because the Company is in a loss carryforward position, the Company

is generally subject to US federal and state income tax examinations by tax authorities for all years for which a loss carryforward is

If and when applicable, the Company will recognize interest and penalties as part of income tax expense.

NOTE 7 – COMMITMENTS AND CONTINGENCIES

License Agreements

On August 20, 2007, the Company entered into a

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As of March 23, 2023, no discussions are active between the Company and Wonpung.

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

it is currently developing.

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

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

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

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 is currently developing.

The licensing

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

The terms of each licensing agreement will expire

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

such licensed product in the licensed territory.

Third Party Licensor

Based upon a prior acquisition, the Company assumed an obligation to

pay a third party (Dr.

Based upon a prior acquisition, the Company assumed

an obligation to pay a third party (Dr.

Inturrisi and Dr.

Paolo Manfredi – see below):

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

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

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

or (ii) up to 2% of net sales

of sublicensee.

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

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

more than one active pharmaceutical ingredient, respectively.

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

to this license agreement.

Therapeutics, Inc.

to Consolidated Financial Statements

(A) royalty payments up to 2%

on net sales of licensed products that are not sold by sublicensee and (B) on each and every sublicense earned royalty payment received

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

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

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

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

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

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

any revenue related to this license agreement.

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

Inturrisi / Manfredi

In January 2018, we entered into an Intellectual

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Paolo Manfredi (collectively, the Licensor).

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

use (the Existing Invention) to Licensor.

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

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

such as those contemplated above.

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

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

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

to occur of the following events:

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

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

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

net sales of licensed products covered under the License Agreement.

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

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

the License Agreement.

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

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

psychiatric use (the Existing Invention) to Licensor.

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

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

other indications such as those contemplated above.

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

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

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

until the earliest to occur of the following events:

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

the expiration or invalidation of the last to expire or be invalidated of the patent rights anywhere in the world, or (iii) the termination

of the License Agreement.

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

certain circumstances, on net sales of licensed products covered under the License Agreement.

Relmada will also pay Licensor tiered payments

up to a maximum of 20%, and decreasing to 17.5%, and 15% in certain circumstances, of all consideration received by Relmada for sublicenses

granted under the License Agreement.

As of December 31, 2022, no events have occurred, and the Company continues to pay Licensor $ 45,000

every three months.

Arbormentis, LLC

On July 16, 2021, the Company entered into a License Agreement with Arbormentis,

LLC, a privately held Delaware limited liability company, by which the Company acquired development and commercial rights to a novel psilocybin

and derivate program from Arbormentis, LLC, worldwide excluding the countries of Asia.

The Company will collaborate with Arbormentis,

LLC on the development of new therapies targeting neurological and psychiatric disorders, leveraging its understanding of neuroplasticity,

and focusing on this emerging new class of drugs targeting the neuroplastogen mechanism of action.

Under the terms of the License Agreement, the

Company paid Arbormentis, LLC an upfront fee of $12.7 million, consisting of a mix of cash and warrants to purchase the Company’s

common stock, in addition to potential milestone payments totaling up to approximately $160 million related to pre-specified development

and commercialization milestones.

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

therapy resulting from this agreement.

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

absent material breach of its terms by the Company.

The new licensed program stems from an international collaboration

among U.S., European and Swiss scientists that has focused on the discovery and development of compounds that may promote neural plasticity.

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

collaboration among U.S., European and Swiss scientists that has focused on the discovery and development of compounds that may promote

neural plasticity.

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

Marco Pappagallo, Relmada’

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

and Subleases

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

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

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

Leases and Subleases

On August 1, 2021, the Company relocated its corporate

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

The lease period was for five months .

The lease agreement expired on

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

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

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

The Company has elected the practical expedient and recognizes rent expense

evenly over the 12 months.

The Company incurred

rent expense of approximately $ 111,800 and $ 165,900 for the years ended December 31, 2021 and 2020, respectively.

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

and Restated License Agreement with Actinium.

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

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

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

license fees.

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

2022 at an average monthly rent of approximately $ 9,000 .

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

which is for a period of 12 months or less.

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

The Company Incurred rent expense of approximately

$ 129,600 and $ 111,800 for the years ended December 31, 2022 and 2021, respectively.

On June 8, 2017, the Company entered into an

Amended and Restated License Agreement with Actinium.

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

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

had 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 its right to purchase the FFE for $52,698.

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

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

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

fixed assets of $96,403.

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

respectively.

The future minimum lease payments to be received

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

Therapeutics, Inc.

to Consolidated Financial Statements

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

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

Except as disclosed

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

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

Brought by Current Employee

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

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

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

10 - RELATED PARTY TRANSACTIONS

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.

As of December 31, 2021, the balance of

unearned interest income was approximately $ 4,000 .

As of December 31, 2022, there was no unearned interest income.

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

From time to time, the Company may become involved

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

Litigation is subject to inherent uncertainties,

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

Except as disclosed below, the Company is currently

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

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

NOTE 8–- RELATED PARTY TRANSACTIONS

Effective March 6, 2020, Dr.

Vitolo entered into

a Separation and Severance Agreement with the Company.

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 paid Dr.

Vitolo a severance

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

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

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

Vitolo exercised 126,562 during 2020

and the remaining options expired on March 6, 2021 .

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

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

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

to vest until September 6, 2020.

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

exercise provision to exercise his vested options.

Vitolo exercised 126,562 during 2020 and the remaining options expired on March

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.

Wessel entered

into a Separation and Severance Agreement with the Company.

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 paid Dr.

Wessel a severance

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

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

In addition, Dr.

Wessel’s options granted under the Company’s 2014

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

Wessel had until December 31, 2021 to exercise his vested

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

Wessel’s options expired

on December 31, 2021.

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

paid accrued vacation time totaling approximately $ 28,940 .

NOTE 11 - OTHER POSTRETIREMENT BENEFIT PLAN

Relmada participates

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

federal tax provisions.

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

3% but do not exceed 5%.

The employees choose

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

The Company’s

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

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

to vest until June 30, 2021.

Wessel had until December 31, 2021 to exercise his vested options and was allowed to use a cashless

exercise provision to exercise his vested options.

Wessel’s options expired on December 31, 2021.

The agreement also

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

NOTE 9–- OTHER POSTRETIREMENT BENEFIT

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

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

The Company’s contribution expense was $ 105,216

and $ 112,910 for the years ended December 31, 2022 and 2021, respectively.

NOTE 10–- SUBSEQUENT EVENTS

From January 1 st through March 23,

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

On February 7, 2022, the Company issued a total

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

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

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

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

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

These awards are subject to shareholder approval

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

The Company’s lease agreement at 2222 Ponce

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

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

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

From January 1, 2023 through March 23, 2023, 620,000

options were issued to various employees and new Board of Director with an exercise price ranging from $ 3.18 to $ 4.30 and a 10 -year term,

vesting over a 4 -year period.

220,000 of the options awarded are subject to shareholder approval.

Certain of the agreements filed as exhibits to

this Report contain representations and warranties by the parties to the agreements that have been made solely for the benefit of the

parties to the agreement.

These representations and warranties:

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

disclosures are not necessarily reflected in the agreements;

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

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

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

were made or at any other time.

may have been qualified

by disclosures that were made to the other parties in connection with the negotiation of the agreements, which disclosures are not

necessarily reflected in the agreements;

may apply standards of

materiality that differ from those of a reasonable investor;

were made only as of specified

dates contained in the agreements and are subject to subsequent developments and changed circumstances.

Accordingly, these representations and warranties

may not describe the actual state of affairs as of the date that these representations and warranties were made or at any other time.

Investors should not rely on them as statements of fact.

Exchange Agreement, dated May 20, 2014, by and among Camp Nine, Inc., Relmada Therapeutics, Inc., and the stockholders of

Relmada Therapeutics, Inc.

Exchange Agreement, dated May 20, 2014, by and among Camp Nine, Inc., Relmada Therapeutics, Inc., and the stockholders of Relmada

Therapeutics, Inc.

(incorporated by reference to Exhibit 2.1 of Relmada’s Form 8-K filed with the SEC on May 27, 2014).

(i) Articles of Incorporation of Camp Nine, Inc.

(incorporated by reference to Exhibit 3.1 of Relmada’s Registration Statement on Form S-1 filed with the SEC on November 13, 2012).

Certificate of Designation dated May 13, 2014 (incorporated by reference to Exhibit 4.1 to Relmada’s Report on Form

8-K filed with the SEC on May 19, 2014).

(iii) Nevada Certificate of Amendment to Articles of Incorporation of Camp Nine, Inc., effective May 30, 2014 (incorporated by reference to Exhibit 3.1 of Relmada’s Form 8-K filed with the SEC on June 2, 2014).

Articles of Incorporation of Camp Nine, Inc.

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

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

Certificate of Designation dated May 13, 2014 (incorporated by reference to Exhibit 4.1 to Relmada’s Report on Form 8-K filed

with the SEC on May 19, 2014).

Nevada Certificate of Amendment to Articles of Incorporation of Camp Nine, Inc., effective May 30, 2014 (incorporated by reference

to Exhibit 3.1 of Relmada’s Form 8-K filed with the SEC on June 2, 2014).

Nevada Certificate of Amendment to Articles of Incorporation of Camp Nine, Inc., effective July 8, 2014 (incorporated by reference

1 unchanged sentence

Certificate of Change of Relmada Therapeutics, Inc.

dated September 26, 2019 (incorporated by reference to Exhibit 3.1 of

Relmada’s Form 8-K filed with the SEC on September 27, 2019).

dated September 26, 2019 (incorporated by reference to Exhibit 3.1 of Relmada’s

Form 8-K filed with the SEC on September 27, 2019).

(vi) Certificate of Amendment to Articles of Incorporation dated September 22, 2022 (incorporated by reference to Exhibit 3.1 of Relmada’s Form 8-K filed with the SEC on September 22, 2022).

Amended and Restated Bylaws of Relmada Therapeutics, Inc.

(incorporated by reference to Exhibit 3.2 of Relmada’s Form

8-K filed with the SEC on November 25, 2015).

of Convertible Promissory Note (incorporated by reference to Exhibit 4.1 of Relmada’s Form 10-Q filed with the SEC on

(incorporated by reference to Exhibit 3.2 of Relmada’s Form 8-K filed

with the SEC on November 25, 2015).

Form of Warrants to Purchase Common Stock issued in 2012 and 2013 in connection with Relmada Therapeutics, Inc.

Series A Preferred Stock (incorporated by reference to Exhibit 4.1 of Relmada’s Form 8-K filed with the SEC on May 27, 2014).

Form of Warrants to Purchase Common Stock issued in 2012 and 2013 in connection with Relmada Therapeutics, Inc.

8% Senior Subordinated Promissory Notes (incorporated by reference to Exhibit 4.2 of Relmada’s Form 8-K filed with the SEC on May 27, 2014).

Form of B Warrant dated May __, 2014 issued to investors by Relmada Therapeutics, Inc.

(incorporated by reference to Exhibit 4.4 of Relmada’s Form 8-K filed with the SEC on May 27, 2014).

Form of B Warrant dated June 10, 2014 issued to investors by Camp Nine, Inc.

(incorporated by reference to Exhibit 4.2 of Relmada’s Form 8-K filed with the SEC on June 16, 2014).

of Convertible Promissory Note (incorporated by reference to Exhibit 4.1 of Relmada’s Form 10-Q filed with the SEC on February

of Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.2 of Relmada’s Form 10-Q filed with the SEC on

February 12, 2018).

of Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.2 of Relmada’s Form 10-Q filed with the

SEC on February 12, 2018).

of 2018 Warrant (incorporated by reference to Exhibit 4.1 of Relmada’s Form 10-Q filed with the SEC on November 13, 2018).

of 2019 Warrant (incorporated by reference to Exhibit 4.1 of Relmada’s Form 10-Q filed with the SEC on May 15, 2019).

Description of Securities (incorporated by reference to the description of the Company’s common stock, par value $0.001 per share, under the heading “Description of Securities We May Offer—Authorized Capital Stock;

Issued and Outstanding Capital Stock,” “—Common Stock,” “—Forum for Adjudication of Disputes, “—Anti-takeover Effects of Our Articles of Incorporation and By-laws, and “—Anti-takeover Effects of Nevada Law” in the Company’s Registration Statement on Form S-3 (File No.

Form of Exchanged Warrant [(incorporated by reference to Exhibit 4.1 of Relmada’s Form 8-K filed with the SEC on September 22, 2022).]

of Securities (incorporated by reference to the description of the Company’s common stock, par value $0.001 per share, under

the heading “Description of Securities We May Offer—Authorized Capital Stock;

Issued and Outstanding Capital Stock,”

“—Common Stock,” “—Forum for Adjudication of Disputes, “—Anti-takeover Effects of Our Articles

of Incorporation and By-laws, and “—Anti-takeover Effects of Nevada Law” in the Company’s Registration Statement

on Form S-3 (File No.

333-245054), filed with the Securities and Exchange Commission on August 12, 2020)

1 unchanged sentence

and Medeor, Inc.

(incorporated by reference

to Exhibit 10.1 of Relmada’s Form 8-K filed with the SEC on May 27, 2014).

Stock Option and Equity Incentive Plan (incorporated by reference to Exhibit 10.14 of Relmada’s Form S-1/A filed with

the SEC on December 9, 2014)

(incorporated by reference to

Exhibit 10.1 of Relmada’s Form 8-K filed with the SEC on May 27, 2014).

Stock Option and Equity Incentive Plan (incorporated by reference to Exhibit 10.14 of Relmada’s Form S-1/A filed with the SEC

on December 9, 2014)

Agreement, dated July 14, 2015, by and between Charles J.

Casamento and Relmada Therapeutics, Inc.

(incorporated by reference

to Exhibit 10.1 of Relmada’s Form 8-K filed with the SEC on July 16, 2015)

(incorporated by reference to

Exhibit 10.1 of Relmada’s Form 8-K filed with the SEC on July 16, 2015)

Indemnity Agreement, dated July 14, 2015, by and between Charles J.

Casamento and Relmada Therapeutics, Inc.

(incorporated

by reference to Exhibit 10.2 of Relmada’s Form 8-K filed with the SEC on July 16, 2015)

2014 Stock Option and Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of Relmada’s Form 8-K filed with

the SEC on August 7, 2015).

of Indemnification Agreement (incorporated by reference to Exhibit 10.2 of Relmada’s Form 8-K filed with the SEC on

August 7, 2015).

and Consent Agreement, dated June 6, 2017, among 275 Madison Avenue RPW 1 LLC, 275 Madison Avenue RPW 2, LLC, Actinium Pharmaceuticals,

and Relmada Therapeutics, Inc.

(incorporated by reference to Exhibit 10.21 of Relmada’s Form 10-K filed with the

SEC on September 28, 2017).

Agreement, dated May 2, 2017, between Relmada Therapeutics, Inc.

and Regus Management Group, LLC.

(incorporated by reference

to Exhibit 10.22 of Relmada’s Form 10-K filed with the SEC on September 28, 2017).

and Restated License Agreement, dated June 8, 2017, between Actinium Pharmaceuticals, Inc.

and Relmada Therapeutics, Inc.

(incorporated by reference to Exhibit 10.23 of Relmada’s Form 10-K filed with the SEC on September 28, 2017).

to Exhibit 10.2 of Relmada’s Form 8-K filed with the SEC on July 16, 2015)

2014 Stock Option and Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of Relmada’s Form 8-K filed with the

SEC on August 7, 2015).

of Indemnification Agreement (incorporated by reference to Exhibit 10.2 of Relmada’s Form 8-K filed with the SEC on August

Agreement, dated January 16, 2018, between Relmada Therapeutics, Inc.

4 unchanged sentences

Inturrisi and Dr.

Paolo Manfredi (incorporated by reference to Exhibit 10.2 of Relmada’s Form 8-K filed with the SEC on January 19, 2018).

of Note and Warrant Purchase Agreement (incorporated by reference to Exhibit 10.1 of Relmada’s Form 10-Q filed with

the SEC on February 12, 2018).

Manfredi (incorporated by reference to Exhibit 10.2 of Relmada’s Form 8-K filed with the SEC on January 19, 2018).

of Note and Warrant Purchase Agreement (incorporated by reference to Exhibit 10.1 of Relmada’s Form 10-Q filed with the SEC

on February 12, 2018).

Amendment to the 2014 Stock Option and Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.3 of Relmada’s

1 unchanged sentence

of Unit Purchase Agreement among Relmada Therapeutics, Inc.

and certain accredited investors (incorporated by reference to

Exhibit 10.1 of Relmada’s Form 10-Q filed with the SEC on November 13, 2018).

Agreement, effective January 1, 2019, between Relmada Therapeutics, Inc.

and 880 Third Avenue Tenant LLC (incorporated by

reference to Exhibit 10.1 of Relmada’s Form 10-Q filed with the SEC on February 13, 2019).

Agreement, dated February 6, 2019, among Najib Babul, Laidlaw & Company (UK) Ltd., Sandesh Seth, and Sergio Traversa (incorporated

by reference to Exhibit 10.2 of Relmada’s Form 10-Q filed with the SEC on February 13, 2019).

Agreement, effective March 25, 2019, between Relmada Therapeutics, Inc.

and Najib Babul (incorporated by reference to Exhibit

10.3 of Relmada’s Form 10-Q filed with the SEC on February 13, 2019).

and certain accredited investors (incorporated by reference to Exhibit

10.1 of Relmada’s Form 10-Q filed with the SEC on November 13, 2018).

4 to the Relmada Therapeutics, Inc.

2014 Stock Option and Equity Incentive Plan, as amended (incorporated by reference

to Exhibit 10.1 of Relmada’s Form 10-Q filed with the SEC on May 15, 2019).

2014 Stock Option and Equity Incentive Plan, as amended (incorporated by reference to

Exhibit 10.1 of Relmada’s Form 10-Q filed with the SEC on May 15, 2019).

of Share Purchase Agreement, dated September 23, 2019 and September 26, 2019, among Relmada Therapeutics, Inc.

accredited investors named therein (incorporated by reference to Exhibit 10.4 of Relmada’s Form 10-Q filed with the

SEC on November 13, 2019).

and certain accredited

investors named therein (incorporated by reference to Exhibit 10.4 of Relmada’s Form 10-Q filed with the SEC on November 13,

of Registration Rights Agreement, dated September 23, 2019 and September 26, 2019, among Relmada Therapeutics, Inc.

accredited investors named therein (incorporated by reference to Exhibit 10.5 of Relmada’s Form 10-Q filed with the

SEC on November 13, 2019).

and certain accredited

investors named therein (incorporated by reference to Exhibit 10.5 of Relmada’s Form 10-Q filed with the SEC on November 13,

and Restated Unit Purchase Agreement dated November 27, 2019, between Relmada Therapeutics, Inc., and certain accredited investors

(incorporated by reference to Exhibit 10.1 of Relmada’s Form 8-K filed with the SEC on December 3, 2019).

No.1 To License Agreement dated December 2, 2019, to the License Agreement dated January 16, 2018 between Relmada

1 To License Agreement dated December 2, 2019, to the License Agreement dated January 16, 2018 between Relmada

Therapeutics, Inc., and Dr.

Inturrisi and Dr.

Paolo Manfredi (incorporated by reference to Exhibit 10.2 of Relmada’s

Form 8-K filed with the SEC on December 3, 2019).

Paolo Manfredi (incorporated by reference to Exhibit 10.2 of

Relmada’s Form 8-K filed with the SEC on December 3, 2019).

Agreement, effective December 19, 2019, by and between Eric Schmidt and Relmada Therapeutics, Inc.

(incorporated by reference

to Exhibit 10.1 of Relmada’s Form 8-K filed with the SEC on December 26, 2019).

(incorporated by reference to

Exhibit 10.1 of Relmada’s Form 8-K filed with the SEC on December 26, 2019).

Agreement, effective December 19, 2019, by and between Eric Schmidt and Relmada Therapeutics, Inc.

(incorporated by reference

to Exhibit 10.2 of Relmada’s Form 8-K filed with the SEC on December 26, 2019).

(incorporated by reference to

Exhibit 10.2 of Relmada’s Form 8-K filed with the SEC on December 26, 2019).

Agreement, effective December 19, 2019, by and between John Glasspool and Relmada Therapeutics, Inc.

(incorporated by reference

to Exhibit 10.3 of Relmada’s Form 8-K filed with the SEC on December 26, 2019).

(incorporated by reference to

Exhibit 10.3 of Relmada’s Form 8-K filed with the SEC on December 26, 2019).

Agreement, effective December 19, 2019, by and between John Glasspool and Relmada Therapeutics, Inc.

(incorporated by reference

to Exhibit 10.4 of Relmada’s Form 8-K filed with the SEC on December 26, 2019).

(incorporated by reference to

Exhibit 10.4 of Relmada’s Form 8-K filed with the SEC on December 26, 2019).

Agreement, dated January 9, 2020, by and between Maged Shenouda and Relmada Therapeutics, Inc.

(incorporated by reference

to Exhibit 10.1 of Relmada’s Form 8-K filed with the SEC on January 10, 2020).

(incorporated by reference to Exhibit

10.1 of Relmada’s Form 8-K filed with the SEC on January 10, 2020).

Agreement, dated January 9, 2020, by and between Charles Ence and Relmada Therapeutics, Inc.

(incorporated by reference to

Exhibit 10.2 of Relmada’s Form 8-K filed with the SEC on January 10, 2020).

(incorporated by reference to Exhibit

10.2 of Relmada’s Form 8-K filed with the SEC on January 10, 2020).

and Restated Employment Agreement, dated January 9, 2020, by and between Sergio Traversa and Relmada Therapeutics, Inc.

1 unchanged sentence

by reference to Exhibit 10.3 of Relmada’s Form 8-K filed with the SEC on January 10, 2020).

5 to Stock Option and Equity incentive Plan (incorporated by reference to Exhibit 10.1 of Relmada’s Form 8-K filed

with the SEC on March 9, 2020).

Severance and Separation Agreement, dated April 1, 2020, by and between Ottavio Vitolo and Relmada Therapeutics, Inc.

(incorporated by reference to Exhibit 10.6 of Relmada’s Form 10-Q filed with the SEC on May 15, 2020).

Open Market Sale Agreement SM dated as of May 15, 2020 by and between Relmada Therapeutics, Inc.

5 to Stock Option and Equity incentive Plan (incorporated by reference to Exhibit 10.1 of Relmada’s Form 8-K filed with

the SEC on March 9, 2020).

Market Sale Agreement SM dated as of May 15, 2020 by and between Relmada Therapeutics, Inc.

and Jefferies LLC.

(incorporated by reference to Exhibit 10.7 of Relmada’s Form 10-Q filed with the SEC on May 15, 2020).

Relmada Therapeutics, Inc., 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.61 of Relmada’s Form 10-K filed with the SEC on March 24, 2021).

License Agreement dated as of July 16, 2021, between Arbormentis, LLC and Relmada Therapeutics, Inc.

(incorporated by reference to Exhibit 10.2 of Relmada’s Form 10-Q filed with the SEC on August 10, 2021).

(incorporated

by reference to Exhibit 10.7 of Relmada’s Form 10-Q filed with the SEC on May 15, 2020).

Therapeutics, Inc., 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.61 of Relmada’s Form 10-K filed with

the SEC on March 24, 2021).

Agreement dated as of July 16, 2021, between Arbormentis, LLC and Relmada Therapeutics, Inc.

(incorporated by reference to Exhibit

10.2 of Relmada’s Form 10-Q filed with the SEC on August 10, 2021).

Exchange Agreement between Relmada Therapeutics, Inc., and Venrock Healthcare Capital Partners EG, L.P., Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., and VHCP Co-Investment Holdings III, LLC, dated September 21, 2022 (incorporated by reference to Exhibit 10.1 of Relmada’s Form 8-K filed with the SEC on September 22, 2022).

Amendment No.

2 dated December 27, 2022, to the License Agreement originally dated January 16, 2018, as heretofore amended, between Relmada Therapeutics, Inc., and Dr.

Inturrisi and Dr.

Paolo Manfredi (incorporated by reference to Exhibit 10.1 of Relmada’s Form 8-K filed with the SEC on December 28, 2022).

Advisory Agreement dated as of January 1, 2023, between Relmada Therapeutics, Inc., and Paul Kelly (incorporated by reference to Exhibit 10.1 of Relmada’s Form 8-K filed with the SEC on January 5, 2023).

Director Agreement between Relmada Therapeutics, Inc., and Fabiana Fedeli (incorporated by reference to Exhibit 99.1 of Relmada’s Form 8-K filed with the SEC on January 17, 2023).

Indemnity Agreement between Relmada Therapeutics, Inc., and Fabiana Fedeli (incorporated by reference to Exhibit 99.2 of Relmada’s Form 8-K filed with the SEC on January 17, 2023).

of Subsidiaries (incorporated by reference to Exhibit 21.1 of Relmada’s Form 10-K filed with the SEC on September 9, 2014).

Consent of Marcum LLP

Certification of Principal Executive Officer, pursuant to 18 U.S.C.

Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial and Accounting Officer, pursuant to 18 U.S.C.

Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .

Certification of Principal Executive Officer, pursuant to 18 U.S.C.

of Marcum LLP

Certification

of Principal Executive Officer, pursuant to 18 U.S.C.

Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of

Certification of Principal Financial and Accounting Officer, pursuant to 18 U.S.C.

Certification

of Principal Financial and Accounting Officer, pursuant to 18 U.S.C.

Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley

Certification

of Principal Executive Officer, pursuant to 18 U.S.C.

Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of

Certification

of Principal Financial and Accounting Officer, pursuant to 18 U.S.C.

Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Calculation Linkbase

Inline XBRL Taxonomy Extension Definition Linkbase

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the

Inline XBRL Taxonomy Extension Presentation Linkbase

Cover Page Interactive Data File (formatted as Inline

XBRL and contained in Exhibit 101).

Filed herewith

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant.

March 23, 2023

THERAPEUTICS, INC.

RELMADA THERAPEUTICS, INC.

Sergio Traversa

Executive Officer

Authorized Officer and

Executive Officer)

Sergio Traversa

Chief Executive Officer

(Duly Authorized Officer and

Principal Executive Officer)

Maged Shenouda

Financial Officer

Authorized Officer and

Financial and Accounting Officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the

Registrant and in the capacities and on the dates indicated.

Maged Shenouda

Chief Financial Officer

(Duly Authorized Officer and

(Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities and

on the dates indicated.

Sergio Traversa

Executive Officer, and

Chief Executive Officer,

Sergio Traversa

Chief Financial Officer

March 23, 2023

Maged Shenouda

Financial Officer

Chairman of the Board

March 23, 2023

/s/ Paul Kelly

March 23, 2023

/s/ Eric Schmidt

March 23, 2023

/s/ John Glasspool

March 23, 2023

John Glasspool

/s/ Fabiana Fedeli

March 23, 2023

Fabiana Fedeli

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

What changed 10-K

Item 9A. Controls and Procedures