What changed in this filing

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Item 1. Financial Statements

2023-05-11 compared with 2022-11-10 · 257 added, 488 removed, 279 unchanged (73% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

September 30,

Current assets:

1 unchanged sentence

Short-term investments

Lease payments receivable – short term

Other receivables

Prepaid expenses

8 unchanged sentences

Total current liabilities

Total liabilities

Stockholders’ Equity:

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

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

Common stock, $ 0.001 par value, 150,000,000 shares authorized, 28,641,991 and 27,740,147 shares issued and outstanding, respectively

Common stock, $ 0.001 par value, 150,000,000 shares authorized, 30,099,203

shares issued and outstanding

Additional paid-in capital

11 unchanged sentences

Three months ended

Nine months ended

September 30,

Operating expenses:

3 unchanged sentences

Loss from operations

( 38,737,161 )

( 42,653,635 )

( 122,546,656 )

( 91,520,718 )

Other (expenses) income:

Gain on settlement of fees

Other income (expenses):

Interest/investment income, net

Realized loss on short-term investments

Unrealized (loss) gain on short-term investments

( 3,897,135 )

Total other (expense) income – net

$ ( 39,418,707 )

$ ( 42,606,191 )

$ ( 119,099,458 )

$ ( 91,373,316 )

Unrealized gain (loss) on short-term investments

Total other income (expenses)

Loss per common share – basic and diluted

3 unchanged sentences

Relmada Therapeutics, Inc.

Condensed Consolidated Statements of Stockholders’

Nine months ended September 30, 2022

Condensed Consolidated Statements of Changes

in Stockholders’ Equity

Three months ended March 31, 2023

Balance - December 31, 2022

( 462,110,935

$ ( 305,067,112 )

$ 208,264,886

Stock based compensation

ATM offering, net

Warrant exercised for cash

Options exercised for cash

( 39,745,783 )

Balance – March 31, 2023

( 488,432,511

Stock based compensation

Warrant exercised for cash

Options exercised for cash

ATM offering, net of offering costs

( 39,934,968 )

Balance – June 30, 2022

( 384,747,863 )

Stock based compensation

Warrant exercised for cash

Options exercised for cash

Share exchange – Pre-funded warrants, net of fees

( 1,452,016 )

( 39,418,707 )

Balance – September 30, 2022

$ 590,482,783

$ ( 424,166,570 )

$ 166,344,855

Nine months ended September 30, 2021

Three months ended March 31, 2022

Balance - December 31, 2021

3 unchanged sentences

Stock based compensation

ATM offering, net

Warrant exercised for cash

4 unchanged sentences

$ 555,181,624

Stock based compensation

Warrant exercised for cash

Options exercised for cash

ATM offering, net of offering costs

$ ( 344,812,895 )

$ 210,398,132

Balance – June 30, 2021

( 228,082,428 )

Warrants issued for license agreement

Stock based compensation

Warrant exercised for cash

Options exercised for cash

Equity offering costs

( 42,606,191 )

Balance – September 30, 2021

$ 343,358,208

$ ( 270,688,619 )

The accompanying notes are an integral part of

2 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Nine months ended

September 30,

Three months ended

Cash flows from operating activities

3 unchanged sentences

Depreciation expense

Warrants issued for license agreement

Stock-based compensation

Realized loss on short-term investments

Unrealized loss on short-term investments

Unrealized (gain) loss on short-term investments

( 1,291,110 )

Change in operating assets and liabilities:

Lease payment receivable

Prepaid expenses and other assets

( 1,812,288 )

Other receivables

Prepaid expenses

Accounts payable

Accrued expenses

( 1,531,649 )

Net cash used in operating activities

6 unchanged sentences

Sale of short-term investments

Net cash provided by investing activities

Net cash provided by (used in) investing activities

( 10,027,668 )

Cash flows from financing activities

Payment of fees for warrants issued for common stock

Proceeds from issuance of common stock – net

Proceeds from issuance of common stock

Proceeds from options exercised for common stock

1 unchanged sentence

Net cash provided by financing activities

Net (decrease) / increase in cash and cash equivalents

( 1,919,070 )

Net increase in cash and cash equivalents

Cash and cash equivalents at beginning of the period

1 unchanged sentence

Supplemental disclosure of cash flow information:

Non-cash investing and financing activities:

Share exchange for Pre-funded warrants

Cash paid during the period for:

The accompanying notes are an integral part of

14 unchanged sentences

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

7 unchanged sentences

GAAP for complete consolidated financial statements.

The unaudited condensed consolidated financial

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

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

Interim results are not necessarily indicative of the results for the

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

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

As shown in the accompanying unaudited condensed

consolidated financial statements, the Company incurred negative operating cash flows of $ 67,918,717 for the nine months ended September

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

Relmada has funded its past operations through

equity raises, and most recently in the nine months ended September 30, 2022, the Company raised net proceeds of $ 42,728,599 from the

sale of common stock, through our at-the-market (ATM) equity offering, $ 703,720 through the exercise of options and $ 1,228,272 through

the exercise of warrants.

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

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

On April 6, 2022, we entered into a new Open Market Sale Agreement with

Jefferies, as sales agent, pursuant to which we may offer and sell, from time to time, through Jefferies, shares of our common stock,

having an aggregate offering price of up to $ 100,000,000 .

We are not obligated to sell any shares under the agreement.

As of September

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

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Management believes that the Company’s existing

cash and cash equivalents and short-term investments will enable it to fund operating expenses and capital expenditure requirements for

at least 12 months from the issuance of these unaudited condensed consolidated quarterly financial statements.

Beyond that point management

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

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

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

Further, additional

financing related to subsequent clinical trials does not affect the Company’s conclusion that based on the cash on hand and the

budgeted cash flow requirements, the Company has sufficient funds to maintain operations for at least 12 months from the issuance of these

unaudited condensed consolidated financial statements.

The unaudited condensed consolidated

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

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

Interim results are not necessarily indicative of the results

for the full year.

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

financial statements of the Company for the year ended December 31, 2022 and notes thereto contained in the Company’s Annual Report

on Form 10-K.

Principles of Consolidation

3 unchanged sentences

accounts and transactions have been eliminated in consolidation.

Risks and Uncertainties

The ongoing pandemic may adversely affect our

Based on the Company’s current assessment, the Company does not expect any material impact on its long-term development

timeline and its liquidity due to the worldwide spread of the coronavirus (COVID-19).

However, the Company is actively monitoring this

situation and the possible effects on its financial condition, liquidity, operations, suppliers, industry, and workforce.

As shown in the accompanying unaudited condensed consolidated financial

statements, the Company incurred negative operating cash flows of $ 16,505,094 for the three months ended March 31, 2023 and has an accumulated

deficit of $ 488,432,511 from inception through March 31, 2023.

Management believes that the Company’s existing cash and cash

equivalents and short-term investments will enable it to fund operating expenses and capital expenditure requirements for at least 12

months from the issuance of these unaudited condensed consolidated 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.

Further, additional financing does not affect the Company’s conclusion that based on the cash on hand and the budgeted cash flow

requirements, the Company has sufficient funds to maintain operations for at least 12 months from the issuance of these unaudited condensed

consolidated financial statements.

Use of Estimates

6 unchanged sentences

recorded amounts related to income taxes.

Cash and Cash Equivalents

The Company considers cash deposits and all highly liquid investments

with a maturity of three months or less when purchased to be cash equivalents.

The Company’s cash deposits are held at two high-credit-quality

financial institutions.

The Company’s cash and cash equivalents balance of $ 28,894,360 at March 31, 2023 at these institutions exceed

the federally insured limits.

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Cash and Cash Equivalents

The Company considers cash deposits and all highly

liquid investments with a maturity of three months or less when purchased to be cash equivalents.

The Company’s cash deposits are

held at two high-credit-quality financial institutions.

The Company’s cash balance of $ 42,524,369 at September 30, 2022 at these

institutions exceed the federally insured limits.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Short-term Investments

2 unchanged sentences

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

insubstantially all equity investments

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

using equity method accounting.

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

consolidated statement of operations.

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

condensed consolidated statement of cash flows.

Short-term investments at September 30, 2022 consisted

Substantially all equity investments in

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

equity method accounting.

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

statement of operations.

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

statement of cash flows.

Short-term investments at March 31, 2023 consisted

of mutual funds with a fair value of $ 103,547,634 .

5 unchanged sentences

operating leases or finance leases.

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

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

front-loaded expense.

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

The Company does not recognize a lease liability or

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

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

on a straight-line basis over the lease term.

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

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

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The Company does not recognize a lease

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

Instead, the Company recognizes short-term lease payments

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

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

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

Fair Value of Financial Instruments

15 unchanged sentences

(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 judgement 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.

The Company’s short-term investment instruments

of $ 141,627,805 at September 30, 2022 consist of mutual funds, bank deposits and money market funds and are classified using Level 1

of $ 103,547,634 at March 31, 2023 consist of mutual funds, bank deposits and money market funds and are classified using Level 1

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

1 unchanged sentence

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

The Company recorded unrealized losses of $ 947,512

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

The Company recorded an

unrealized gain of $ 86,745 and an unrealized loss of $ 379,699 included in other income for the three and nine months ended September 30,

2021, respectively.

The Company recorded unrealized gain of $ 1,291,110

and an unrealized loss of $ 1,763,287 included in other income for the three months ended March 31, 2023 and 2022, respectively.

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The Company accounts for income taxes using the

6 unchanged sentences

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

Tax benefits are recognized when it is probable that the deduction

will be sustained.

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

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

As of September 30, 2022

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

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

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, 2023 and December 31, 2022, the Company had recognized a valuation allowance to the full extent of the Company’s net deferred

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

The Company files a U.S.

1 unchanged sentence

and various state returns.

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

tax benefits.

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

expenses in the statements of operations.

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

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

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

Act”) was signed into federal law.

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

federal 1 % excise tax on certain repurchases

of stock by publicly traded U.S.

domestic corporations and certain U.S.

domestic subsidiaries of publicly traded foreign corporations

occurring on or after January 1, 2023.

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

shares are repurchased.

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

the repurchase.

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

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

In addition, certain exceptions

apply to the excise tax.

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

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

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

unrecognized tax benefits.

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

and administrative expenses in the statements of operations.

There were no liabilities recorded for uncertain tax positions at March

31, 2023 and December 31, 2022.

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

are from June 30, 2018 forward.

Research and Development

7 unchanged sentences

Stock-Based Compensation

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

The Company measures the cost of employee services

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

1 unchanged sentence

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

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

The grant-date

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

of those instruments.

3 unchanged sentences

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

Diluted loss per common share attributable to common

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

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

Dilutive common stock equivalents are comprised of

options and warrants to purchase common stock.

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

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

For the nine months ended September 30, 2022

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

calculation of diluted net loss per share attributable to common stockholders.

The anti-dilutive securities are as follows (in common

stock equivalent shares):

Nine months ended

September 30,

2022 September 30,

Diluted loss per common share attributable to common stockholders

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

for the period determined using the treasury-stock method.

Dilutive common stock equivalents are comprised of options and warrants to

purchase common stock.

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

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

For the three months ended March 31, 2023 and

2022, 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

Three months ended

Stock options

Common stock warrants

Total 15,204,298 8,288,179

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent Accounting Pronouncements

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

“ Government Assistance (Topic 832):

Disclosures by Business Entities about Government Assistance ”.

The amendments

in this ASU require annual disclosures to increase the transparency of government assistance received by a business entity including

information about the nature of the government transactions, related accounting policy, the line items on the balance sheet and income

statement that are affected, amounts applicable to each financial statement line item, and significant terms and conditions of the transactions,

including commitments and contingencies.

The amendments in this ASU are effective for annual periods beginning after December 15, 2021.

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

financial statements.

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

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

The amendments in this

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

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

as of the acquisition date.

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

Early adoption is permitted.

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

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

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 condensed consolidated financial statements.

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),

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

ASU 2021-04 outlines how an entity should

account for modifications made to equity-classified written call options, including stock options and warrants to purchase the entity’s

own common stock.

The guidance in the ASU requires an entity to treat a modification of an equity-classified written call options that

does not cause the option to become liability-classified as an exchange of the original option for a new option.

This guidance applies

whether the modification is structured as an amendment to the terms and conditions of the equity-classified written call option or as

termination of the original option and issuance of a new option.

The guidance is effective prospectively for fiscal years beginning after

December 15, 2021, including interim periods within those fiscal years.

Early adoption is permitted, including in an interim period as

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

The Company adopted this standard effective January 1, 2022 and

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

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

In June 2016, the FASB issued ASU 2016-13, Financial

Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments .

The standard requires

enhanced disclosure of certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty

and eliminates certain current recognition and measurement accounting guidance.

This ASU also requires the disclosure of current-period

gross write-offs by year of origination for financing receivables and net investments in leases.

The adoption of this ASU did not have

a significant impact on the Company’s condensed consolidated financial statements.

Subsequent Events

1 unchanged sentence

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

3 – PREPAID EXPENSES

NOTE 3 - PREPAID EXPENSES

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

September 30,

Research and Development

1 unchanged sentence

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

September 30,

Research and development

4 unchanged sentences

Notes to Unaudited Condensed Consolidated Financial

5 – STOCKHOLDERS’ EQUITY

During the nine months ended September 30, 2022,

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

During the nine months ended September 30, 2022,

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

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

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

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

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

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

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

On April 6, 2022, we entered into a new Open Market

Sale Agreement with Jefferies, as sales agent, pursuant to which we may offer and sell, from time to time, through Jefferies, shares of

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

We are not obligated to sell any shares under the agreement.

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

NOTE 5 - STOCKHOLDERS’ EQUITY

During the three months ended March 31, 2023 no shares of common stock

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 March 31, 2023, no shares have been issued under this agreement.

Options and Warrants

In December 2014, the Company’s Board of

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

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

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

In May 2021, the

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

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

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

and shareholders approved an amendment to the 2021 Plan to increase the shares of the Company’s common stock available for issuance

thereunder by 3,900,000 shares.

In December 2014, the Board of Directors adopted,

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

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

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

In May 2021, the Company’s Board of Directors

adopted, and shareholders approved Relmada’s 2021 Equity Incentive Plan (the “2021 Plan”) which allows for the granting

of 1,500,000 options or 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 over four years .

The shareholders will vote at their annual meeting in 2023

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

There can be no assurance such amendment will

As of September 30, 2022, options for 166,482 shares of common stock had been issued subject to approval by the

shareholders of this amendment.

If the amendment is not approved, such options will be forfeited.

As of September 30, 2022, no stock appreciation

rights have been issued.

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

the fair value of stock options and warrants.

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

for the expected term of the equity instruments.

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

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

The expected volatility was based on historical

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

its peer group, and other factors.

As of March 31, 2023, no shares were available for future

grants under the 2014 or 2021 Plan.

The shareholders will vote at their annual meeting in 2023 on a management proposal to increase the

shares available to be issued under the 2021 Plan.

There can be no assurance such amendment will be approved.

As of March 31, 2023, options

for 1,934,975 shares of common stock had been issued subject to approval by the shareholders of this amendment.

If the amendment is not

approved, such options will be forfeited.

As of March 31, 2023, no stock appreciation rights

have been issued.

The Company utilizes the Black-Scholes option

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

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

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

The expected dividend yield was assumed to be zero as the

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

volatility was based on historical volatility.

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

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

The Company uses the simplified method for share-based

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

On January 1, 2022, 50,000 options

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

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

The options have an aggregate fair

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

Variables used in the Black-Scholes option-pricing model

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

From January 1, 2022 through March 14,

2022, 110,000 options were issued to various consultants with an exercise price ranging from $ 18.00 to $ 21.46 and

a 10 -year term, vesting over a 4 -year period.

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.

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

– STOCKHOLDERS’ EQUITY (continued)

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 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.

From January 1, 2023 through March 31, 2023, 620,000 options

were issued to various consultants and employees with an exercise price ranging from $ 3.18 to $ 4 .30 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

The options have an aggregate fair value

of approximately $1.9 million calculated using the Black-Scholes option-pricing model.

Variables used in the Black-Scholes option-pricing

model include:

(1) discount rate of 3.46 – 4.12 % (2) expected life of 6.25 years, (3) expected volatility of 115.4

- 115.6 %, 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:

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

(4) zero expected dividends.

On March 30, 2021, 50,000 options

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

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

The options have an aggregate fair

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

Variables used in the Black-Scholes option-pricing model

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

At September 30, 2022, the Company has unrecognized

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

service period of 2.43 years.

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

NOTE 5 - STOCKHOLDERS’ EQUITY (continued)

At March 31, 2023, the Company has unrecognized

stock-based compensation expense of approximately $84.5 million related to unvested stock options which will be recognized over the weighted

average remaining service period of 2.62 years.

A summary of the changes in options during the

nine months ended September 30, 2022 is as follows:

three months ended March 31, 2023 is as follows:

Outstanding and expected to vest at December 31, 2022

Outstanding at September 30, 2022

$ 163,311,188

Options exercisable at September 30, 2022

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

ended September 30, 2022 is as follows:

Outstanding and vested at December 31, 2021

Outstanding at September 30, 2022

Warrants Vested at September 30, 2022

Relmada Therapeutics, Inc .

to Unaudited Condensed Consolidated Financial Statements

– STOCKHOLDERS’ EQUITY (continued)

On September 20, 2022, the Company entered into

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

The 1,452,016

shares of common stock were returned to treasury.

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

At September 30, 2022, the Company had approximately

Outstanding at March 31, 2023

Options exercisable at March 31, 2023

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

ended March 31, 2023 is as follows:

Number of Shares

Weighted Average Exercise Price Per Share

Outstanding Warrants at December 31, 2022

Outstanding at March 31, 2023

Warrants Vested at March 31, 2023

At March 31, 2023, the Company had approximately

$ 5.5 million of unrecognized compensation expense related to outstanding warrants.

At September 30, 2022, the aggregate intrinsic

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

At March 31, 2023, the aggregate intrinsic value

of warrants vested and outstanding was $ 0 .

Stock-based compensation by class of expense

The following summarizes the components of stock-based

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

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

September 30,

The following table summarizes the components

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

the three months ended March 31, 2023 and 2022 (rounded to nearest $00):

Research and development

2 unchanged sentences

Notes to Unaudited Condensed Consolidated Financial

NOTE 6 – RELATED PARTY TRANSACTIONS

Effective March 6, 2020, Dr.

Ottavio Vitolo,

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

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

Vitolo severance of $ 200,000 in accordance with his

employment contract.

In addition, Dr.

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

Plan continued to vest until September 6, 2020.

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

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

Vitolo exercised 126,562 options during 2020 and the remaining

options expired on March 6, 2021.

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

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

Effective December 31, 2020, Dr.

Thomas Wessel,

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

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

Wessel severance of $ 237,500 in accordance with his

employment contract.

In addition, Dr.

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

Plan continue to vest until June 30, 2021.

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

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

Wessel’s options expired on December 31, 2021.

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

time totaling approximately $ 28,940 .

NOTE 6 - COMMITMENTS AND CONTINGENCIES

License Agreements

On August 20, 2007, the Company entered into

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

On August 20, 2007, the Company entered into a

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

Wonpung has exclusive territorial

rights in countries it selects in Asia to market up to two drugs the Company was developing at the time of the signing of the agreement

and a right of first refusal (“ROFR”) for up to an additional five drugs that the Company may develop in the future as defined

in more detail in the license agreement.

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

engage in discussions with other potential licensors.

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

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

in the license agreement.

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

with other potential licensors.

As of March 31, 2023, no discussions are active between the Company and Wonpung.

The Company received an upfront license fee of

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

of the agreement.

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

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

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

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

NOTE 7 – COMMITMENTS AND CONTINGENCIES (continued)

$ 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 third parties (Dr.

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

pay third parties (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 September 30, 2022, the Company

has not generated any revenue related to this license agreement.

(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 million or $2 million, for the first commercial sale of product

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

that has more than one active pharmaceutical ingredient, respectively.

As of March 31, 2023, the Company has not generated any revenue

related to this license agreement.

Inturrisi / Manfredi

21 unchanged sentences

the License Agreement.

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

As of March 31, 2023, no events have occurred, and the Company continues to pay Licensor $ 45,000 every three months.

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

NOTE 6 - COMMITMENTS AND CONTINGENCIES (continued)

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

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

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

Agreement with Arbormentis, LLC, a privately held Delaware limited liability company, by which the Company acquired development and

commercial rights to a novel psilocybin and derivate program from Arbormentis, LLC, worldwide excluding the countries of Asia.

Company will collaborate with Arbormentis, LLC on the development of new therapies targeting neurological and psychiatric disorders, leveraging

its understanding of neuroplasticity, and focusing on this emerging new class of drugs targeting the neuroplastogen mechanism of action.

Under the terms of the License Agreement, the Company paid Arbormentis, LLC an upfront fee of $ 12.7 million, consisting of a mix of cash

and warrants to purchase the Company’s common stock, in addition to potential milestone payments totaling up to approximately $ 160

million related to pre-specified development and commercialization milestones.

Arbormentis, LLC is also eligible to receive

a low single digit royalty on net sales of any commercialized therapy resulting from this agreement.

The license agreement is terminable

by the Company but is perpetual and not terminable by the licensor absent material breach of its terms by the Company.

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.

Arbormentis, LLC is also eligible to receive a low

single digit royalty on net sales of any commercialized therapy resulting from this agreement.

The license agreement is terminable by

the Company but is perpetual and not terminable by the licensor absent material breach of its terms by the Company.

The new licensed program stems from an international collaboration

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

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

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

Marco Pappagallo, Relmada’

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

From time to time, the Company may become involved

5 unchanged sentences

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

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

NOTE 7 – COMMITMENTS AND CONTINGENCIES

Leases and Sublease

On August 1, 2021, the Company relocated its corporate

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

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

The lease period was for five months .

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

2022 with monthly rent of approximately $ 9,000 .

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

NY 10022 was terminated as of July 31, 2021.

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

and recognizes rent expense evenly over the 12 months.

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

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

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

and Restated License Agreement with Actinium Pharmaceuticals, Inc.

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

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

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

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

2022 and 2023 with monthly rent of approximately $ 9,000 and $ 7,000 , respectively.

Beginning on January 1, 2023, we also leased office

space at 880 Third Avenue, 12 th Floor, New York, NY 10022 with monthly rent of approximately $ 15,000 , that expires on December

In accordance with ASC 842, Leases , the Company has elected the practical expedient and recognizes rent expense evenly

over the 12 months.

For the three months ended March 31, 2023 and 2022, the Company recognized lease expense of approximately $ 51,700

and $ 19,500 , respectively.

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

with Actinium Pharmaceuticals, Inc.

Pursuant to the terms of the agreement, Actinium licensed the furniture, fixtures, equipment and tenant

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

On July 7, 2022, Actinium exercised

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

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

At inception, the Company derecognized the underlying assets of $493,452, recognized discounted lease payments receivable of $397,049

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

For the nine months ended September

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

As of September 30, 2022, there

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

NOTE 8 – OTHER POST-RETIREMENT BENEFIT PLAN

At inception, the Company derecognized

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

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

As of March 31, 2022, the balance of unearned interest income was approximately $ 2,300 .

As of March 31, 2023, there was no unearned interest income.

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

NOTE 7 - OTHER POST-RETIREMENT BENEFIT

Relmada participates in a multiemployer 401(k)

4 unchanged sentences

The Company’s contribution expense was approximately

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

$ 40,400 and $ 31,600 for the three months ended March 31, 2023 and 2022, respectively.

NOTE 8 - SUBSEQUENT EVENTS

On October 19, 2022, a cashless exercise of the

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

Subsequent to September 30, 2022, 5,417 outstanding

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

Subsequent to March 31, 2023, 15,000 options were

granted to two new employees with an exercise price ranging from $ 2.28 to $ 2.51 .

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

What changed 10-Q

Item 1. Financial Statements