RELMADA THERAPEUTICS, INC. 10-Q

ITEM 1. FINANCIAL STATEMENTS Relmada Therapeutics, Inc. Condensed Consolidated Balance Sheets As of September 30, As of 2023 (Unaudited) December 31, 2022 Assets Current assets: Cash and cash equivalents $ 6,698,599 $ 5,395,905 Short-term investments 99,568,502 142,926,781 Other receivables - 512,432 Prepaid expenses 2,834,037 4,035,186 Total current assets 109,101,138 152,870,304 Other assets 47,715 34,875 Total assets $ 109,148,853 $ 152,905,179 Commitments and Contingencies (See Note 6) Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 2,856,752 $ 5,261,936 Accrued expenses 5,565,466 7,206,941 Total current liabilities 8,422,218 12,468,877 Stockholders’ Equity: 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, 30,099,203 shares issued and outstanding 30,099 30,099 Additional paid-in capital 636,434,059 602,517,138 Accumulated deficit ( 535,737,523 ) ( 462,110,935 ) Total stockholders’ equity 100,726,635 140,436,302 Total liabilities and stockholders’ equity $ 109,148,853 $ 152,905,179 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 1 Relmada Therapeutics, Inc. Condensed Consolidated Statements of Operations (Unaudited) Three months ended Nine months ended September 30, September 30, 2023 2022 2023 2022 Operating expenses: Research and development $ 10,454,072 $ 30,529,108 $ 40,055,287 $ 86,454,632 General and administrative 12,238,566 8,208,053 36,817,686 36,092,024 Total operating expenses 22,692,638 38,737,161 76,872,973 122,546,656 Loss from operations ( 22,692,638 ) ( 38,737,161 ) ( 76,872,973 ) ( 122,546,656 ) Other (expenses) income: Gain on settlement of fees - - - 6,351,606 Interest/investment income, net 1,321,441 827,614 3,892,478 1,544,898 Realized loss on short-term investments ( 51,714 ) ( 561,648 ) ( 718,422 ) ( 552,171 ) Unrealized (loss) gain on short-term investments ( 579,147 ) ( 947,512 ) 72,329 ( 3,897,135 ) Total other (expense) income – net 690,580 ( 681,546 ) 3,246,385 3,447,198 Net loss $ ( 22,002,058 ) $ ( 39,418,707 ) $ ( 73,626,588 ) $ ( 119,099,458 ) Loss per common share – basic and diluted $ ( 0.73 ) $ ( 1.31 ) $ ( 2.45 ) $ ( 4.04 ) Weighted average number of common shares outstanding – basic and diluted 30,099,203 30,063,735 30,099,203 29,470,198 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 2 Relmada Therapeutics, Inc. Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) Three and Nine months ended September 30, 2023 Common Stock Additional Paid-in Accumulated Shares Par Value Capital Deficit Total Balance – December 31, 2022 30,099,203 $ 30,099 $ 602,517,138 $ ( 462,110,935 ) $ 140,436,302 Stock-based compensation - - 11,354,466 - 11,354,466 Net loss - - - ( 26,321,576 ) ( 26,321,576 ) Balance – March 31, 2023 30,099,203 30,099 613,871,604 ( 488,432,511 ) 125,469,192 Stock-based compensation - - 11,169,517 - 11,169,517 Net loss - - - ( 25,302,954 ) ( 25,302,954 ) Balance – June 30, 2023 30,099,203 30,099 625,041,121 ( 513,735,465 ) 111,335,755 Stock-based compensation - - 11,392,938 - 11,392,938 Net loss - - - ( 22,002,058 ) ( 22,002,058 ) Balance – September 30, 2023 30,099,203 $ 30,099 $ 636,434,059 $ ( 535,737,523 ) $ 100,726,635 Three and Nine months ended September 30, 2022 Common Stock Additional Paid-in Accumulated Shares Par Value Capital Deficit Total Balance – December 31, 2021 27,740,147 $ 27,740 $ 513,304,258 $ ( 305,067,112 ) $ 208,264,886 Stock-based compensation - - 11,930,681 - 11,930,681 ATM offering, net 1,609,343 1,610 29,581,932 - 29,583,542 Warrant exercised for cash 33,334 33 299,973 - 300,006 Options exercised for cash 20,000 20 64,780 - 64,800 Net loss - - - ( 39,745,783 ) ( 39,745,783 ) Balance – March 31, 2022 29,402,824 29,403 555,181,624 ( 344,812,895 ) 210,398,132 Stock-based compensation - - 12,295,016 - 12,295,016 Warrant exercised for cash 91,058 91 595,259 - 595,350 Options exercised for cash 45,812 46 352,698 - 352,744 ATM offering, net of offering costs 484,900 485 13,144,572 - 13,145,057 Net loss - - - ( 39,934,968 ) ( 39,934,968 ) Balance – June 30, 2022 30,024,594 30,025 581,569,169 ( 384,747,863 ) 196,851,331 Stock-based compensation - - 8,343,139 - 8,343,139 Warrant exercised for cash 51,527 51 332,865 - 332,916 Options exercised for cash 17,886 18 286,158 - 286,176 Share exchange – Pre-funded warrants, net of fees ( 1,452,016 ) ( 1,452 ) ( 48,548 ) - ( 50,000 ) Net loss - - - ( 39,418,707 ) ( 39,418,707 ) Balance – September 30, 2022 28,641,991 $ 28,642 $ 590,482,783 $ ( 424,166,570 ) $ 166,344,855 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 Relmada Therapeutics, Inc. Condensed Consolidated Statements of Cash Flows (Unaudited) Nine months ended September 30, 2023 2022 Cash flows from operating activities Net loss $ ( 73,626,588 ) $ ( 119,099,458 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation 33,916,921 32,568,836 Realized loss on short-term investments 718,422 552,171 Unrealized (gain) loss on short-term investments ( 72,329 ) 3,897,135 Change in operating assets and liabilities: Lease payment receivable - 86,377 Other receivable 512,432 - Prepaid expenses and other assets 1,188,309 8,359,994 Accounts payable ( 2,405,184 ) ( 766,661 ) Accrued expenses ( 1,641,475 ) 6,482,889 Net cash used in operating activities ( 41,409,492 ) ( 67,918,717 ) Cash flows from investing activities Purchase of short-term investments ( 57,151,963 ) ( 38,993,173 ) Sale of short-term investments 99,864,149 60,382,229 Net cash provided by investing activities 42,712,186 21,389,056 Cash flows from financing activities Payment of fees for warrants issued for common stock - ( 50,000 ) Proceeds from issuance of common stock – net - 42,728,599 Proceeds from options exercised for common stock - 703,720 Proceeds from warrants exercised for common stock - 1,228,272 Net cash provided by financing activities - 44,610,591 Net increase /(decrease) in cash and cash equivalents 1,302,694 ( 1,919,070 ) Cash and cash equivalents at beginning of the period 5,395,905 44,443,439 Cash and cash equivalents at end of the period $ 6,698,599 42,524,369 Supplemental disclosure of cash flow information: Non-cash investing and financing activities: Share exchange for Pre-funded warrants $ - $ 1,452 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 Relmada Therapeutics, Inc. Notes to Unaudited Condensed Consolidated Financial Statements NOTE 1 – BUSINESS Relmada Therapeutics, Inc. (Relmada or the Company) (a Nevada corporation), is a clinical-stage, publicly traded biotechnology company focused on the development of esmethadone (d-methadone, dextromethadone, REL-1017), an N-methyl-D-aspartate (NMDA) receptor antagonist. Esmethadone is a new chemical entity (NCE) that potentially addresses areas of high unmet medical need in the treatment of central nervous system (CNS) diseases and other disorders. In addition to the normal risks associated with a new business venture, there can be no assurance that the Company’s research and development will be successfully completed or that any product will be approved or commercially viable. The Company is subject to risks common to companies in the biotechnology industry 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. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim unaudited condensed consolidated financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. The unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2022 and notes thereto contained in the Company’s Annual Report on Form 10-K. Principles of Consolidation The unaudited condensed 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. Liquidity As shown in the accompanying unaudited condensed consolidated financial statements, the Company incurred negative operating cash flows of $ 41,409,492 for the nine months ended September 30, 2023 and has an accumulated deficit of $ 535,737,523 from inception through September 30, 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 The preparation of financial statements in conformity with U.S. 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. 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 $ 6,698,599 at September 30, 2023 at these institutions exceed the federally insured limits. 5 Relmada Therapeutics, Inc. Notes to Unaudited Condensed Consolidated Financial Statements NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Short-term Investments The Company’s investments consist entirely of mutual funds. The securities are measured at fair value based on the net asset value (NAV). Substantially all equity investments in nonconsolidated entities are measured at fair value with recurring changes recognized in earnings, except for those accounted for using 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, 2023 consisted of mutual funds with a fair value of $ 99,568,502 . Patents Costs related to filing and pursuing patent applications are recorded as general and administrative expense and expensed as incurred since recoverability of such expenditures is uncertain. Leases The Company recognizes its leases with a term of greater than a year on the balance sheet by recording right-of-use assets and lease liabilities. Leases can be classified as either operating leases or finance leases. 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. Fair Value of Financial Instruments The Company’s financial instruments primarily include cash, short-term investments, and accounts payable. Due to the short-term nature of cash and accounts payable the carrying amounts of these assets and liabilities approximate their fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price), in an orderly transaction between market participants at the reporting date. A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows: Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 Inputs – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. Level 3 Inputs – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). As required by Accounting Standard Codification (ASC) Topic No. 820 – 10 Fair Value Measurement , financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. The Company’s short-term investment instruments of $ 99,568,502 at September 30, 2023 consist of mutual funds and are classified using Level 1 inputs within the fair value hierarchy because the value is based on quoted prices in active markets. Unrealized gains and losses are recorded in the unaudited condensed consolidated statement of operations under other (expenses) income. The Company recorded an unrealized loss of $ 579,147 for the three months ended September 30, 2023 and an unrealized gain of $ 72,329 included in other (expenses) income for the nine months ended September 30, 2023. The Company recorded unrealized loss of $ 947,512 and $ 3,897,135 included in other (expenses) income for the three and nine months ended September 30, 2022, respectively. 6 Relmada Therapeutics, Inc. Notes to Unaudited Condensed Consolidated Financial Statements NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Income Taxes The Company accounts for income taxes using the asset and liability method. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rate is 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, 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. Federal income tax return 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, 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 Research and development costs primarily consist of research contracts for the advancement of product development, salaries and benefits, stock-based compensation, and consultants. The Company expenses all research and development costs in the period incurred. The Company makes an estimate of costs in relation to clinical study contracts. The Company analyzes the progress of studies, including the progress of clinical studies and phases, invoices received and contracted costs when evaluating the adequacy of the amount expensed and the related prepaid asset and accrued liability. Stock-Based Compensation 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. That cost is recognized over the period during which an employee is required to provide service in exchange for the award – the requisite service period. The grant-date fair value of employee share options is estimated using the Black-Scholes option pricing model adjusted for the unique characteristics of those instruments. Net Loss per Common Share Basic 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. 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 nine months ended September 30, 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 shares): Nine months ended September 30, 2023 September 30, 2022 Stock options 12,455,568 10,719,424 Common stock warrants 3,027,441 4,484,874 Total 15,483,009 15,204,298 7 Relmada Therapeutics, Inc. Notes to Unaudited Condensed Consolidated Financial Statements NOTE 3 – PREPAID EXPENSES Prepaid expenses consisted of the following (rounded to nearest $00): September 30, 2023 December 31, 2022 Insurance $ 445,100 $ 313,200 Research and Development 2,185,900 3,619,800 Other 203,000 102,200 Total $ 2,834,000 $ 4,035,200 NOTE 4 – ACCRUED EXPENSES Accrued expenses consisted of the following (rounded to nearest $00): September 30, 2023 December 31, 2022 Research and development $ 3,860,700 $ 5,809,800 Professional fees 174,900 116,500 Accrued bonus 1,106,900 492,100 Accrued vacation 355,900 529,800 Other 67,100 258,700 Total $ 5,565,500 $ 7,206,900 NOTE 5 – STOCKHOLDERS’ EQUITY Common Stock During the nine months ended September 30, 2023, no shares of common stock were issued. 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 agreement. As of September 30, 2023, no shares have been issued under this agreement. Options and Warrants In December 2014, the Board of Directors adopted, and the Company’s shareholders approved Relmada’s 2014 Stock Option and Equity Incentive Plan, as amended (the “Plan”), 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 May 2023, 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 2,500,000 shares. These combined plans allowed for the granting of up to 13,052,942 options or other stock awards. 8 Relmada Therapeutics, Inc. Notes to Unaudited Condensed Consolidated Financial Statements NOTE 5 – STOCKHOLDERS’ EQUITY (continued) Stock options are exercisable generally for a period of 10 years from the date of grant and generally vest over four years . As of September 30, 2023, 597,374 shares were available for future grants under the 2014 or 2021 Plan. As of September 30, 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. The expected volatility was based on historical volatility. 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. From January 1, 2023 through September 30, 2023, 690,000 options were issued to various consultants and employees with an exercise price ranging from $ 2.28 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 $ 2.1 million calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 3.43 – 4.44 % (2) expected life of 6.25 years, (3) expected volatility of 113.3 – 115.6 %, and (4) zero expected dividends. On September 5, 2023, Dr. Eric Schmidt, a member of the Board of Directors (the “Board”), notified the Company that he would resign from the Board, effective immediately. On September 22, 2023, the Board voted and approved that all of Dr. Schmidt’s unvested options would vest immediately and be exercisable through the original term of the respective grants. In addition, the Board approved the extension of the exercise period for the options which were vested on September 5, 2023 from 90 days to the original term of the respective options. As a result of the modifications, the Company recorded approximately $ 1.2 million of stock-based compensation during the quarter ended September 30, 2023. At September 30, 2023, the Company has unrecognized stock-based compensation expense of approximately $ 61.2 million related to unvested stock options which will be recognized over the weighted average remaining service period of 2.33 years. Options A summary of the changes in options during the nine months ended September 30, 2023 is as follows: Number of Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding and expected to vest at December 31, 2022 12,122,606 $ 18.19 8.5 $ 417,998 Granted 690,000 $ 3.52 9.33 $ 14,600 Forfeited ( 191,099 ) $ - - $ - Cancelled ( 165,939 ) $ - - $ - Outstanding at September 30, 2023 12,455,568 $ 17.20 7.86 $ 14,600 Options exercisable at September 30, 2023 6,559,124 $ 20.36 7.17 $ - Warrants A summary of the changes in outstanding warrants during the nine months ended September 30, 2023 is as follows: Number of Shares Weighted Average Exercise Price Per Share Outstanding at December 31, 2022 3,027,441 $ 15.24 Granted - $ - Exercised - $ - Outstanding at September 30, 2023 3,027,441 $ 15.24 Warrants vested at September 30, 2023 2,853,816 $ 16.08 9 Relmada Therapeutics, Inc. Notes to Unaudited Condensed Consolidated Financial Statements NOTE 5 – STOCKHOLDERS’ EQUITY (continued) At September 30, 2023, the Company had approximately $ 3.95 million of unrecognized compensation expense related to outstanding warrants. At September 30, 2023, the aggregate intrinsic value of warrants vested and outstanding was $ 0 . Stock-based compensation by class of expense The following table summarizes the components of stock-based compensation expense which includes stock options and warrants in the unaudited consolidated statements of operations for the nine months ended September 30, 2023 and 2022 (rounded to nearest $00): Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022 Research and development $ 5,463,100 $ 5,674,600 General and administrative 28,453,800 26,894,200 Total $ 33,916,900 $ 32,568,800 NOTE 6 – COMMITMENTS AND CONTINGENCIES License Agreements Wonpung On August 20, 2007, the Company entered into a License Development and Commercialization Agreement with Wonpung Mulsan Co, a shareholder of the Company. Wonpung has exclusive territorial rights in countries it selects in Asia to market up to two drugs the Company was developing at the time of the signing of the agreement and a right of first refusal (“ROFR”) for up to an additional five drugs that the Company may develop in the future as defined in more detail in the license agreement. If the parties cannot agree to terms of a license agreement then the Company shall be able to engage in discussions with other potential licensors. As of September 30, 2022, no discussions are active between the Company and Wonpung. The Company received an upfront license fee of $ 1,500,000 and will earn royalties of up to 12 % of net sales for up to two licensed products it 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. Charles E. 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 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 September 30, 2023, the Company has not generated any revenue related to this license agreement. Inturrisi / Manfredi In January 2018, the Company entered into an Intellectual Property Assignment Agreement (the Assignment Agreement) and License Agreement (the License Agreement and together with the Assignment Agreement, the Agreements) with Dr. Charles E. Inturrisi and Dr. Paolo Manfredi (collectively, the Licensor). Pursuant 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 September 30, 2023, no events have occurred, and the Company continues to pay Licensor $ 45,000 every three months. 10 Relmada Therapeutics, Inc. Notes to Unaudited Condensed Consolidated Financial Statements 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 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. Dr. Paolo Manfredi, Relmada’s Acting Chief Scientific Officer and co-inventor of REL-1017, and Dr. Marco Pappagallo, Relmada’ s prior Acting Chief Medical Officer, are among the scientists affiliated with Arbormentis, LLC. Legal 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. 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. Leases and Sublease On August 1, 2021, the Company relocated its corporate headquarters to 2222 Ponce de Leon, Floor 3, Coral Gables, FL 33134, pursuant to a lease agreement with monthly rent of approximately $ 11,000 . The lease period was for five months . The lease agreement expired on December 31, 2021 and was renewed for the calendar year 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 $ 14,500 that expires on December 31, 2023 . In accordance with ASC 842, Leases , the Company recognizes rent expense evenly over the 12 months. For the nine months ended September 30, 2023 and 2022, the Company recognized lease expense of approximately $ 213,500 and $ 87,100 , 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 . As of September 30, 2023 and 2022 there was no unearned interest income. NOTE 7 – OTHER POST-RETIREMENT BENEFIT PLAN Relmada participates in a multiemployer 401(k) plan that permits eligible employees to contribute funds on a pretax basis subject to maximum allowed under federal tax provisions. 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 approximately $ 118,800 and $ 87,900 for the nine months ended September 30, 2023 and 2022, respectively. NOTE 8 – SUBSEQUENT EVENTS None. 11