What changed in this filing

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Item 9A. Controls and Procedures

2024-03-19 compared with 2023-03-23 · 402 added, 547 removed, 724 unchanged (57% of the section changed)

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been detected.

Our Chief Executive Officer and Chief Financial Officer have concluded, based on his evaluation as of the end of the period

covered by this Report that our disclosure controls and procedures were effective to provide reasonable assurance that the objectives

Our Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation as of the end of the

period covered by this Report that our disclosure controls and procedures were effective to provide reasonable assurance that the objectives

of our disclosure control system were met.

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Over Financial Reporting

As required by the SEC rules and regulations for the implementation

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

over financial reporting.

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

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

United States Generally Accepted Accounting Principles (GAAP).

Our internal control over financial reporting includes those policies and

procedures that:

As required by the SEC rules and regulations

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

adequate internal control over financial reporting.

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

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

purposes in accordance with United States Generally Accepted Accounting Principles (GAAP).

Our internal control over financial reporting

includes those policies and procedures that:

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

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for issuance thereunder by 3,900,000 shares.

On May 25, 2023, 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.

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

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Shares Available for Awards .

adjustment in certain circumstances in accordance with the terms of the 2021 Plan, we will reserve for issuance under the 2021 Plan no

more than 7,900,000 shares of common stock (subject to adjustment in certain circumstances as provided in the Plan).

shareholder approval of the most recent amendment to the 2021 Plan, and to adjustment in certain circumstances in accordance with the

terms of the 2021 Plan, we will reserve for issuance under the 2021 Plan no more than 12,400,000 shares of common stock (subject to adjustment

in certain circumstances as provided in the 2021 Plan).

Shares of Common Stock available for distribution under the 2021 Plan may consist,

in whole or in part, of authorized and unissued shares, treasury shares or shares reacquired by the Company in any manner.

Shares of Common

Stock available for distribution under the 2021 Plan may consist, in whole or in part, of authorized and unissued shares, treasury shares

or shares reacquired by the Company in any manner.

Shares of Common Stock subject to an award that expires or is canceled, forfeited,

or terminated without issuance of the full number of shares of Common Stock to which the award related, as well as any shares of common

stock subject to an award that are (a) tendered in payment of an option, (b) delivered or withheld by the company to satisfy any tax withholding

obligation, or (c) covered by a stock-settled stock appreciation right or other awards that were not issued upon the settlement of the

award, shall be added back to the shares of common stock available for issuance of awards or delivery under the 2021 Plan.

Stock subject to an award that expires or is canceled, forfeited, or terminated without issuance of the full number of shares of Common

Stock to which the award related, as well as any shares of common stock subject to an award that are (a) tendered in payment of an option,

(b) delivered or withheld by the company to satisfy any tax withholding obligation, or (c) covered by a stock-settled stock appreciation

right or other awards that were not issued upon the settlement of the award, shall be added back to the shares of common stock available

for issuance of awards or delivery under the 2021 Plan.

Available Awards .

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

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

If the amendment is not approved,

such options will be void.

for 4,363,250 shares of commons stock were issued in December 2023 subject to approval by the shareholders of this amendment.

If the amendment

is not approved, such options will be void, but the recipients thereof will receive identical options for a pro-rata share of any shares

available for issuance of awards under the 2021 Plan immediately after the shareholder meeting.

Insider Trading Arrangements

On November 15, 2023 , Charles Ence , our Chief

Accounting and Compliance Officer , adopted a Rule 10b5-1 trading arrangement that was intended to satisfy the affirmative defense of Rule

10b5-1(c) under the Exchange Act for the sale of up to 137,110 shares of the Company’s common stock , with such transactions to occur

during sale periods beginning on or after April 23, 2024 and ending on the earlier of December 20, 2024, or the date on which all shares

authorized for sale have been sold in conformance with the terms of the arrangement.

On November 22, 2023, Mr.

Ence terminated this trading

No other officers, as defined in Rule 16a-1(f),

or directors adopted and/or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,”

as defined in Item 408 of Regulation S-K, during the fourth fiscal quarter of 2023.

DISCLOSURE REGARDING FOREIGN

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(INDEX TO FINANCIAL STATEMENTS)

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2022 and 2021

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

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

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

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

of Independent Registered Public Accounting Firm

Balance Sheets as of December 31, 2023 and 2022

Statements of Operations for the Years Ended December 31, 2023 and 2022

Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2023 and 2022

Statements of Cash Flows for the Years Ended December 31, 2023 and 2022

to Consolidated Financial Statements

REPORT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of

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of the Company’s management.

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

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

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

federal securities laws and the applicable rules

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

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

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

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

federal securities laws and the applicable

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

We conducted our audits in accordance with the

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Short-term investments

Lease payments receivable – short term

Other receivables

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$ 152,905,179

$ 223,325,811

Liabilities and Stockholders’ Equity

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$ 152,905,179

$ 223,325,811

The accompanying notes are an integral part of

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Realized loss on short-term investments

Unrealized loss on short-term investments

( 4,064,391 )

Unrealized gain (loss) on short-term investments

( 4,220,255 )

Total other income (expenses), net

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For the Years Ended December 31, 2023 and 2022

Additional Paid-in

Balance – December 31, 2021

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Stock-based compensation expense

Equity offering, net

Warrants exercised

Cashless exercise of warrants

Options exercised

( 125,751,809 )

Balance – December 31, 2021

( 305,067,112 )

Stock-based compensation expense

ATM offering, net

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( 462,110,935 )

Stock-based compensation expense

( 98,791,746 )

Balance – December 31, 2023

$ 646,229,824

$ ( 560,902,681 )

The accompanying notes are an integral part of

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Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation expense

Stock-based compensation

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Realized loss on short-term investments

Unrealized loss on short-term investments

Unrealized (gain) loss on short-term investments

( 3,823,234 )

Change in operating assets and liabilities:

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Prepaid expenses and other assets

( 10,401,638 )

Accounts payable

( 1,755,927 )

Accrued expenses

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Sale of short-term investments

Net cash provided by (used in) investing activities

( 54,118,036 )

Net cash provided by investing activities

Cash flows from financing activities

Payment of ATM fees

Payment of fees for warrants issued for common stock

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Proceeds from short swing profit, net

Net cash provided by financing activities

Net increase (decrease) in cash and cash equivalents

Net cash (used in) provided by financing activities

Net decrease in cash and cash equivalents

( 1,304,337 )

Cash and cash equivalents at beginning of the period

Cash and cash equivalents at end of the period

Relmada Therapeutics, Inc.

Consolidated Statements of Cash Flows (continued)

For the Years Ended December 31, 2022 and 2021

( 39,047,534 )

Cash and cash equivalents at beginning of the year

Cash and cash equivalents at end of the year

Supplemental disclosure of cash flow information:

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addresses areas of high unmet medical need in the treatment of central nervous system (CNS) diseases and other disorders.

is also developing a novel psilocybin (REL-P11) in doses that we believe are lower than those associated with psychedelic effects for

the treatment of metabolic indications.

In addition to the normal risks associated with

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

As shown in the accompanying consolidated financial

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

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

As shown in the accompanying consolidated financial statements, the

Company incurred negative operating cash flows of $ 51,659,206 for the year ended December 31, 2023 and has an accumulated deficit of $ 560,902,681

from inception through December 31, 2023.

Relmada has funded its past operations through

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

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

equity raises.

There were no equity raises in the year ended December 31, 2023.

Management believes that the Company’s

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

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

Use of Estimates

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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 $ 5,395,905 at December 31, 2022 at these

institutions exceed federally insured limits.

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

The Company’s cash and

cash equivalents are held at two high-credit-quality financial institutions.

The Company’s cash and cash equivalents of $ 4,091,568

at December 31, 2023 at these institutions exceed federally insured limits.

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”).

The Company has adopted

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

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

equity method accounting.

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

of operations.

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

The Company’s investments consist entirely of mutual funds.

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

The Company adopted FASB ASU 2016-01, Financial

Instruments, which requires substantially all equity investments in nonconsolidated entities to be measured at fair value with recurring

changes recognized in earnings, except for those accounted for using equity method accounting.

Changes in fair value of the securities

are recorded as part of other income on the consolidated statement of operations.

Short term investment activity is presented in the investing

activities section on the consolidated statement of cash flows.

Short-term investments at December 31, 2023

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

The Company recognizes their 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 leases for office space.

The Company does not recognize a lease

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

Instead, the Company recognizes short-term lease payments

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

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

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

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

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

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

The Company’s

lease consists of an operating leases for office space.

The Company does not recognize a lease liability or right-of-use asset on the

balance sheet for short-term leases.

Instead, the Company recognizes short-term lease payments as an expense on a straight-line basis

over the lease term.

A short-term lease is defined as a lease that, at the commencement date, has a lease term of 12 months or less and

does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise.

Gain on Settlement

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of operations.

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

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

December 31, 2023 and 2022, respectively.

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

Fair Value of Financial Instruments

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

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

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

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

The Company recorded

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

The Company’s short-term investment instruments

of $ 92,232,292 at December 31, 2023 are classified using Level 1 inputs within the fair value hierarchy because they are valued

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

The Company recorded an unrealized gain of $ 3,823,234 and an unrealized loss of $ 4,220,255 , included in other income (expense) for the

years ended December 31, 2023 and 2022, respectively.

Fair Value on a Recurring Basis

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within the fair value hierarchy levels.

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

The Company accounts for income taxes using the

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

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

The Company files a U.S.

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losses in each period.

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

The potentially dilutive securities that would

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Common stock options

Subsequent Events

The Company’s management reviewed all material

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

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

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.

Early adoption is permitted.

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

impact on our consolidated financial statements.

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

“ Business Combinations (Topic 805):

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

entered into the future.

In May 2021, the FASB issued ASU No.

2021-04, Earnings

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

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 consolidated financial statements.

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 were effective for annual and interim periods beginning after December 15, 2022.

The Company adopted this standard effective January 1, 2023 and the standard did not have a significant impact on our consolidated financial

In November 2023, The FASB issued ASU 2023-07,

“ Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures ” which expands annual and interim disclosures

for reportable segments, primarily through enhanced disclosures about significant segment expenses.

ASU 2023-07 is effective for our annual

periods beginning January 1, 2024, and for interim periods beginning January 1, 2025, with early adoption permitted.

The Company is currently

evaluating the potential effect that the updated standard will have on our financial statement disclosures.

In December 2023, the FASB issued ASU 2023-09,

“ Income Taxes (Topic 740):

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

related to accounting for income taxes.

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

and amends existing guidance to improve consistent application.

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

those fiscal years, beginning after December 15, 2020.

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

not have a significant impact on our consolidated financial statements.

Improvements to Income Tax Disclosures ” to expand the disclosure requirements for income

taxes, specifically related to the rate reconciliation and income taxes paid.

ASU 2023-09 is effective for our annual periods beginning

January 1, 2025, with early adoption permitted.

The Company is currently evaluating the potential effect that the updated standard will

have on our financial statement disclosures.

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

During March 2020, a global pandemic was declared

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

The COVID-19 pandemic

did not significantly impact the Company.

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

3 - PREPAID EXPENSES

NOTE 3 - PREPAID EXPENSES

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

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Accrued vacation

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

NOTE 5 - STOCKHOLDERS’ EQUITY

During the years ended December 31, 2022 and 2021,

the Company issued 181,336 and 433,856 shares of common stock for the exercise of warrants for proceeds of $ 1,264,523 and $ 2,628,061 ,

respectively.

During the year ended December 31, 2022 and 2021,

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

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

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

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

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

During the years ended December 31, 2022 and 2021, the Company issued

2,094,243 and 651,674 shares of common stock for net cash proceeds of $ 42,728,599 and $ 23,416,036 under the agreement, respectively.

On December 8, 2021, the Company entered into

an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co.

LLC and Jefferies LLC, as representatives of

the several underwriters, in connection with an underwritten public offering (the “Offering”) of 8,823,530 shares of the Company’s

common stock, par value $ 0.001 per share (the “Common Stock”) issued and sold by the Company at a price to the public of $ 17.00

per share (with a price to the Underwriters of $ 15.98 per share).

Pursuant to the Underwriting Agreement, the Underwriters were granted

an option for a period of 30 days to purchase from the Company up to an additional 1,323,529 shares of Common Stock, at the

same price per share, which was exercised in full on December 9, 2021.

The Offering, including the issuance and sale of shares pursuant

to the Underwriters’ exercise in full of their option to purchase additional shares, closed on December 13, 2021.

Net proceeds from

the offering totaled $ 161,226,945 .

On April 6, 2022, the Company entered into a new

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

During the year ended December 31, 2023, the Company did not issue

any shares of common stock for the exercise of warrants.

During the year ended December 31, 2022, the Company issued 181,336 shares of

common stock for the exercise of warrants for proceeds of $ 1,264,523 .

During the year ended December 31, 2023, the Company did not issue

any shares of common stock for the exercise of options.

During the year ended December 31, 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 offered to 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 years ended December 31, 2023 and 2022, the Company issued 0 and 2,094,243 shares of common

stock for net cash proceeds of $ 0 and $ 42,728,599 under the agreement, respectively.

As of December 31, 2023, no shares were available

to be issued under this agreement.

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 .

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2022, there were no common stock shares issued for issuances of restricted common stock.

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

Stock-based compensation - options

In December 2014, the Board of Directors adopted

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

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

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

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

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

to purchase 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

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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.

Stock options are exercisable generally for a

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

or other milestones.

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

The shareholders

will vote at their annual meeting in 2023 on a management proposal to increase the shares available to be issued under the 2021 Plan.

There can be no assurance such amendment will be approved.

As of December 31, 2022, options for 1,569,664 shares of common stock

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

Stock options are exercisable generally for a period of 10 years from

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

of December 31, 2023, there were no shares available to be granted under either the 2014 or 2021 Plan.

The shareholders will vote at their

annual meeting in 2024 on a management proposal to increase the shares available to be issued under the 2021 Plan.

There can be no assurance

such amendment will be approved.

As of December 31, 2023, options for 4,363,250 shares of common stock had been issued subject

to approval by the shareholders of this amendment.

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

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

The Company uses the simplified method for share-based

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

From December 16, 2022 through December 21, 2022,

From November 13, 2023 through December 15, 2023,

the Company awarded a total of 5,010,000 options to consultants and employees with an exercise price ranging from $ 2.48 to $ 2.82 and

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The options have an aggregate

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

Variables used in the Black-Scholes option-pricing

model include:

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

and (4) zero expected dividends.

On December 16, 2022, the Company awarded a total

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

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

fair value of approximately $ 10,703,070 calculated using the Black Scholes option-pricing model.

Variables used in the Black-Scholes

option-pricing model include:

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

and (4) zero expected dividends

(1) discount rate of 3.93 – 4.68 % (2) expected life of 6.25 years, (3) expected

volatility of 113 - 114 %, and (4) zero expected dividends.

From August 1, 2023 through September 18, 2023, 10,000 options

were issued to various employees with an exercise price ranging from $ 2.56 to $ 2.96 and a 10 -year term, vesting over a 4 -year

The options granted include time-based vesting grants.

The options have an aggregate fair value of approximately $ 23,840 calculated

using the Black-Scholes option-pricing model.

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

(1) discount rate of 4.20 – 4.44 %

(2) expected life of 6.25 years, (3) expected volatility of 113 - 114 %, and (4) zero expected dividends.

From April 10, 2023 through June 20, 2023, 60,000 options

were issued to various employees with an exercise price ranging from $ 2.28 to $ 3.32 and a 10 -year term, vesting over a 4 -year

The options granted include time-based vesting grants.

The options have an aggregate fair value of approximately $ 148,420 calculated

using the Black-Scholes option-pricing model.

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

(1) discount rate of 3.43 – 3.91 %

(2) expected life of 6.25 years, (3) expected volatility of 114 %, and (4) zero expected dividends.

From January 6, 2023 through February 21, 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 have an aggregate fair value of approximately $ 1,933,613 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 - 116 %, and (4) zero expected dividends.

From December 16, 2022 through December 21, 2022, the Company awarded

a total of 2,800,000 options to consultants and employees with an exercise price ranging from $ 3.20 to $ 3.37 and a 10 -year term vesting

over a 4 -year period.

The options granted include time-based vesting grants.

The options have an aggregate fair value of $ 8,169,325 calculated

using the Black Scholes option-pricing model.

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

(1) discount rate of 3.60

– 3.78 % (2) expected life of 6.25 years, (3) expected volatility of 115 %, and (4) zero expected dividends.

On December 16, 2022, the Company awarded a total of 199,432 options

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

The options have an aggregate fair value

of $ 561,902 calculated using the Black Scholes option-pricing model.

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

discount rate of 3.61 % (2) expected life of 5 years, (3) expected volatility of 120 %, and (4) zero expected

From July 1, 2022 through September 29, 2022, 260,000 options

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and (4) zero expected dividends.

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

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

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

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

Variables used in the Black-Scholes option-pricing model

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

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

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

Variables used in the Black-Scholes option-pricing model

(1) discount rate of 1.53 – 2.00 % (2) expected life of 6.25 years, (3) expected volatility of 98 %,

and (4) zero expected dividends.

On January 1, 2022, 50,000 options were

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

The options granted

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

The options have an aggregate fair value

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

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

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

On March 30, 2021, 50,000 options were

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

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

Variables used in the Black-Scholes option-pricing

model include:

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

On December 22, 2021, the Company awarded a total

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

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

Variables used in

the Black-Scholes option-pricing model include:

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

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

On December 17, 2021, the Company awarded a total

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

vesting over a 1 to 4 -year period.

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

option-pricing model.

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

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

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

On February 18, 2021, the Company awarded a total

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

The options have an

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

Variables used in the Black-Scholes option-pricing

model include:

(1) discount rate of 0.75 % (2) expected life of 6.25 years, (3) expected volatility of 101 %, and (4) zero expected dividends.

On January 6, 2021, the Company awarded a total

of 1,490,000 options to employees and directors with an exercise price of $ 33.43 and a 10 -year term vesting over a 4 -year period.

The options granted include time-based vesting grants and performance vesting based on the Company’s achievement of performance

The options have an aggregate fair value of $ 39.7 million calculated using the Black-Scholes option-pricing model.

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

(1) discount rate of 0.59 % (2) expected life of 6.25 years, (3) expected volatility

of 101 %, and (4) zero expected dividends.

As of December 31, 2021, six performance metrics for 520,000 options were met.

Vesting of such

options is subject to the passage of time.

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

related to these options.

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

A summary of the changes in options outstanding

for the years ended December 31, 2023 and 2022 is as follows:

Number of Shares

Weighted Average Exercise Price Per Share

Weighted Average Remaining Contractual Term

Aggregate Intrinsic

Outstanding and expected to vest at December 31, 2021

( 1,868,750 )

Outstanding and expected to vest at December 31, 2022

Outstanding and expected to vest at December 31, 2023

Options exercisable at December 31, 2023

At December 31, 2022, the Company has unrecognized

stock-based compensation expense of approximately $95,400,000 related to unvested stock options over the weighted average remaining service

period of 2.7 years.

The weighted average fair value of options granted during the years ended December 31, 2022 and 2021 was approximately

$7.40 and $22.15 per share, respectively, on the date of grant using the Black-Scholes option pricing model with the following assumptions:

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 year ended December 31, 2023.

At December 31, 2023, the Company has unrecognized stock-based compensation

expense of approximately $ 62,386,500 related to unvested stock options over the weighted average remaining service period of 2.5 years.

The weighted average fair value of options granted during the years ended December 31, 2023 and 2022 was approximately $ 2.61 and $ 7.40

per share, respectively, on the date of grant using the Black-Scholes option pricing model with the following assumptions:

Risk free interest rate

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Expected term (in years)

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

A summary of the changes in outstanding warrants

during the years ended December 31, 2023 and 2022 is as follows:

Number of Shares

Weighted Average Exercise Price Per Share

Outstanding at December 31, 2021

( 1,633,352 )

Outstanding at December 31, 2022

Outstanding at December 31, 2023

Warrants exercisable at December 31, 2023

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

There were no warrants issued during the year ended December 31, 2023.

On September 20, 2022, the Company entered into

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of common shares issued and the remaining 221 warrants being cancelled.

On October 1, 2021, the Company awarded a total

of 42,000 warrants to a consultant with an exercise price of $26.74 and a 10-year term, vesting 25% after year one and 6.25% quarterly

there after until 100% vested.

The warrants have an aggregate fair value of $891,265 calculated using the Black-Scholes option-pricing

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

(1) discount rate of 1.10% (2) expected life of 6.25 years,

(3) expected volatility of 99%, and (4) zero expected dividends.

On July 16, 2021, the Company awarded a total

of 500,000 warrants to Arbormentis, LLC with an exercise price of $ 31.17 and a 7 -year term, vesting immediately.

The warrants have an

aggregate fair value of $ 10,241,599 calculated using the Black-Scholes option-pricing model.

Variables used in the Black-Scholes option-pricing

model include:

(1) discount rate of 0.48 % (2) expected life of 3.50 years, (3) expected volatility of 101 %, and (4) zero expected dividends.

On July 12, 2021, the Company awarded a total

of 10,000 warrants to a consultant with an exercise price of $ 34.77 and a 5 -year term, vesting over a 1-year period.

The warrants granted

are time-based vesting.

The warrants have an aggregate fair value of $ 212,219 calculated using the Black-Scholes option-pricing model.

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

(1) discount rate of 0.43 % (2) expected life of 3.00 years, (3) expected

volatility of 99 %, and (4) zero expected dividends.

On June 25, 2021, the Company awarded a total

of 10,000 warrants to a consultant with an exercise price of $ 34.35 and a 5 -year term, vesting over a 1-year period.

The warrants granted

are time-based vesting.

The warrants have an aggregate fair value of $ 211,653 calculated using the Black-Scholes option-pricing model.

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

(1) discount rate of 0.43 % (2) expected life of 3.00 years, (3) expected

volatility of 100 %, and (4) zero expected dividends.

On June 18, 2021, the Company awarded a total

of 10,000 warrants to a consultant with an exercise price of $ 30.90 and a 5 -year term, vesting over a 1-year period.

The warrants granted

are time-based vesting.

The warrants have an aggregate fair value of $ 190,401 calculated using the Black-Scholes option-pricing model.

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

(1) discount rate of 0.47 % (2) expected life of 3.00 years, (3) expected

volatility of 100 %, and (4) zero expected dividends.

On January 6, 2021, the Company awarded a total

of 400,000 warrants to consultants with an exercise price of $33.43 and a 10-year term, vesting over 4-year period.

The warrants granted

include time-based vesting grants and performance vesting based on the Company’s achievement of performance metrics.

have an aggregate fair value of $10.6 million calculated using the Black-Scholes option-pricing model.

Variables used in the Black-Scholes

option-pricing model include:

(1) discount rate of 0.59% (2) expected life of 6.25 years, (3) expected volatility of 101%, and (4) zero

expected dividends.

As of December 31, 2021, six performance metrics for 200,000 warrants were met.

Vesting of such options is subject

to the passage of time.

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

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

At December 31, 2023, the Company had approximately $ 3,200,000 of unrecognized

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General and administrative

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

NOTE 6 - INCOME TAXES

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( 116,396,000 )

On March 27, 2020, the Coronavirus

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

The Act contains several new or changed income

tax provisions, including but not limited to the following:

increased limitation threshold for determining deductible interest expense,

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

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

Most of these provisions

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

The Company has maintained a full valuation allowance

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

The valuation allowance increased for the years ended December

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

Deferred tax asset for net operating loss carryforwards

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

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

The valuation allowance (decreased)/increased for the years

ended December 31, 2023 and 2022 by approximately $( 6,259,000 ) and $ 20,201,000 , respectively.

Deferred tax asset for net operating loss

carryforwards at December 31, 2023 was adjusted with the corresponding offset to valuation allowance.

At December 31, 2023, the Company had federal,

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which begin expiring in 2027, 2032 and 2032, respectively.

Approximately $73,357,000 federal NOL can be carried forward indefinitely but

it is limited to 80% of future taxable income.

The Company also has federal research and development tax credit carryforwards of approximately

$ 7,877,000 that will begin to expire in 2028.

The Company’s ability to use its NOL carryforwards may be limited if it experiences

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

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

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

three-year period preceding any potential ownership change.

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

have been triggered as of December 31, 2022.

Approximately $ 88,611,000 federal NOL can be carried forward indefinitely

but it is limited to 80 % of future taxable income.

The Company also has federal research and development tax credit carryforwards of

approximately $ 2,237,600 that will begin to expire in 2042.

The Company’s ability to use its NOL carryforwards may be limited

if it experiences an “ownership change” as defined in Section 382 (“Section 382”) of the Internal Revenue Code

of 1986, as amended.

An ownership change generally occurs if certain stockholders increase their aggregate percentage ownership of a

corporation’s stock by more than 50 percentage points over their lowest percentage ownership at any time during the testing period,

which is generally the three-year period preceding any potential ownership change.

Sections 382 and 383 of the Internal Revenue

Code of 1986 subject the future utilization of net operating losses and certain other tax attributes, such as research and development

tax credits, to an annual limitation in the event of certain ownership changes, as defined.

The Company has undergone and ownership change

and has determined that various “changes in ownership” as defined by IRS Section 382 did occur.

Accordingly, about $111,168,000

of the Company’s NOL carryforwards are limited.

Approximately, $ 41,562,000 of NOLs and $ 7,346,000 of R&D Credits are expected to

expire unused.

The deferred tax assets associated with the attributes that will expire without utilization have been written-off.

are $ 1,109,000 of NOLs available for use after the October 13, 2022 change in 2023.

In subsequent years, the NOLs available from the

October 13, 2022 change under section 382 are $ 740,000 , annually.

A reconciliation of the statutory tax rate to

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Non-deductible expenses

NOL and R&D adjustment due to 382

Permanent true-ups

Change in valuation allowance

Effective income tax rate

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

The Company does not have any uncertain tax positions

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License Agreements

On August 20, 2007, the Company entered into a

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

Wonpung has exclusive territorial

rights in countries it selects in Asia to market up to two drugs the Company is currently developing 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.

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

On August 20, 2007, the Company entered into a License Development

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

Wonpung has exclusive territorial rights in countries

it selects in Asia to market up to two drugs the Company is currently developing 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 19,

2024, no discussions are active between the Company and Wonpung.

The Company received an upfront license fee of

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

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

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

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

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

any revenue related to this license agreement.

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

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

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

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

As of December 31, 2023, the Company has

not generated any revenue related to this license agreement.

Inturrisi / Manfredi

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every three months.

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

Arbormentis, LLC

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

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

Pappagallo, Relmada’ s Safety/Adjudication Officer, are among the scientists affiliated with Arbormentis, LLC.

Leases and Subleases

On August 1, 2021, the Company relocated its corporate

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

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

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

which is for a period of 12 months or less.

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

2022, 2023 and 2024 with monthly rent of approximately $ 9,000 , $ 7,000 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 was terminated on

November 30, 2023.

Beginning on December 1, 2023, we leased office

space at 12 E 49 th Street, New York, NY 10022 for with monthly rent of approximately $ 12,000 that expires on July 31, 2024.

In accordance with ASC 842, Leases , the

Company recognizes rent expense evenly over the 12 months.

The Company incurred rent expense of approximately

$ 283,600 and $ 129,600 for the years ended December 31, 2023 and 2022, respectively.

On June 8, 2017, the Company entered into an

Amended and Restated License Agreement with Actinium.

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

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

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

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

On June 8, 2017, the Company entered into an Amended and Restated License

Agreement with Actinium.

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

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

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 fees.

On July 7, 2022, Actinium exercised

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

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

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

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

As of December 31, 2021, the balance of

unearned interest income was approximately $ 4,000 .

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

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

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 December 31, 2023 and 2022, there was no unearned interest income.

From time to time, the Company may become involved

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

NOTE 8–- RELATED PARTY TRANSACTIONS

Effective March 6, 2020, Dr.

Ottavio Vitolo,

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

Pursuant to the terms of the agreement, the Company paid Dr.

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

In addition, Dr.

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

to vest until September 6, 2020.

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

exercise provision to exercise his vested options.

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

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 paid Dr.

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

In addition, Dr.

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

to vest until June 30, 2021.

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

exercise provision to exercise his vested options.

Wessel’s options expired on December 31, 2021.

The agreement also

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

NOTE 9–- OTHER POSTRETIREMENT BENEFIT

NOTE 8 - OTHER POSTRETIREMENT

Relmada participates in a multiemployer 401(k)

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NOTE 9 - SUBSEQUENT EVENTS

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

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

vesting over a 4 -year period.

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

The Company’s management reviewed all material

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

From January 1, 2024 through March 19, 2024, 50,000 options were issued

to an advisor with an exercise price of $ 3.44 and a 10 -year term, vesting over a 4 -year period.

These options awarded are subject to shareholder

On January 31, 2024 Executive officers purchased

171,645 shares of common stock at a weighted average purchase price of $ 3.86 .

Subsequent to December 31, 2023, 74,999 outstanding

options were exercised for total cash proceeds of $ 246,747 .

Certain of the agreements filed as exhibits to

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Investors should not rely on them as statements of fact.

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

Therapeutics, Inc.

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

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

Articles of Incorporation of Camp Nine, Inc.

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

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

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

with the SEC on May 19, 2014).

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

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

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

to Exhibit 3.1 of Relmada’s Form 8-K filed with the SEC on July 14, 2014).

Certificate of Change of Relmada Therapeutics, Inc.

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

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

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

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

(ii) Certificate of Designation dated May 13, 2014 (incorporated by reference to Exhibit 4.1 to Relmada’s Report on Form 8-K filed with the SEC on May 19, 2014).

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

(iv) Nevada Certificate of Amendment to Articles of Incorporation of Camp Nine, Inc., effective July 8, 2014 (incorporated by reference to Exhibit 3.1 of Relmada’s Form 8-K filed with the SEC on July 14, 2014).

(v) Certificate of Change of Relmada Therapeutics, Inc.

dated September 26, 2019 (incorporated by reference to Exhibit 3.1 of Relmada’s Form 8-K filed with the SEC on September 27, 2019).

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

Amended and Restated Bylaws of Relmada Therapeutics, Inc.

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

with the SEC on November 25, 2015).

Second Amended and Restated Bylaws of Relmada Therapeutics, Inc.

(incorporated by reference to Exhibit 3.2 of Relmada’s Form 8-K filed with the SEC on November 25, 2015).

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

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

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

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

February 12, 2018).

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

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

Form of Convertible Promissory Note (incorporated by reference to Exhibit 4.1 of Relmada’s Form 10-Q filed with the SEC on February 12, 2018).

Form of Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.2 of Relmada’s Form 10-Q filed with the SEC on February 12, 2018).

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

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

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

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

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

Issued and Outstanding Capital Stock,”

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

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

on Form S-3 (File No.

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

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

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

and Plan of Merger dated as of December 31, 2013 between Relmada Therapeutics, Inc.

Agreement and Plan of Merger dated as of December 31, 2013 between Relmada Therapeutics, Inc.

and Medeor, Inc.

(incorporated by reference to

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

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

on December 9, 2014)

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

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

2014 Stock Option and Equity Incentive Plan (incorporated by reference to Exhibit 10.14 of Relmada’s Form S-1/A filed with the SEC on December 9, 2014)

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

Casamento and Relmada Therapeutics, Inc.

(incorporated by reference to

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

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

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

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

Casamento and Relmada Therapeutics, Inc.

(incorporated by reference

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

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

SEC on August 7, 2015).

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

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

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

Amended 2014 Stock Option and Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of Relmada’s Form 8-K filed with the SEC on August 7, 2015).

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.2 of Relmada’s Form 8-K filed with the SEC on August 7, 2015).

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

Inturrisi and Dr.

Paolo Manfredi (incorporated

by reference to Exhibit 10.1 of Relmada’s Form 8-K filed with the SEC on January 19, 2018).

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

Paolo Manfredi (incorporated by reference to Exhibit 10.1 of Relmada’s Form 8-K filed with the SEC on January 19, 2018).

Intellectual Property Assignment Agreement, dated January 16, 2018, between Relmada Therapeutics, Inc.

Inturrisi and Dr.

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

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

on February 12, 2018).

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

Form 10-Q filed with the SEC on May 14, 2018).

of Unit Purchase Agreement among Relmada Therapeutics, Inc.

and certain accredited investors (incorporated by reference to Exhibit

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

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

Form of Note and Warrant Purchase Agreement (incorporated by reference to Exhibit 10.1 of Relmada’s Form 10-Q filed with the SEC on February 12, 2018).

Third Amendment to the 2014 Stock Option and Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.3 of Relmada’s Form 10-Q filed with the SEC on May 14, 2018).

Form of Unit Purchase Agreement among Relmada Therapeutics, Inc.

and certain accredited investors (incorporated by reference to Exhibit 10.1 of Relmada’s Form 10-Q filed with the SEC on November 13, 2018).

Amendment No.

4 to the Relmada Therapeutics, Inc.

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

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

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

and certain accredited

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

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

and certain accredited

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

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

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

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

Therapeutics, Inc., and Dr.

2014 Stock Option and Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 of Relmada’s Form 10-Q filed with the SEC on May 15, 2019).

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

and certain accredited investors named therein (incorporated by reference to Exhibit 10.4 of Relmada’s Form 10-Q filed with the SEC on November 13, 2019).

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

and certain accredited investors named therein (incorporated by reference to Exhibit 10.5 of Relmada’s Form 10-Q filed with the SEC on November 13, 2019).

Amended and Restated Unit Purchase Agreement dated November 27, 2019, between Relmada Therapeutics, Inc., and certain accredited investors (incorporated by reference to Exhibit 10.1 of Relmada’s Form 8-K filed with the SEC on December 3, 2019).

Amendment No.

1 To License Agreement dated December 2, 2019, to the License Agreement dated January 16, 2018 between Relmada Therapeutics, Inc., and Dr.

Inturrisi and Dr.

Paolo Manfredi (incorporated by reference to Exhibit 10.2 of

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

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

(incorporated by reference to

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

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

(incorporated by reference to

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

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

(incorporated by reference to

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

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

(incorporated by reference to

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

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

(incorporated by reference to Exhibit

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

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

(incorporated by reference to Exhibit

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

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

(incorporated

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

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

the SEC on March 9, 2020).

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

Paolo Manfredi (incorporated by reference to Exhibit 10.2 of Relmada’s Form 8-K filed with the SEC on December 3, 2019).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Amendment No.

5 to Stock Option and Equity incentive Plan (incorporated by reference to Exhibit 10.1 of Relmada’s Form 8-K filed with the SEC on March 9, 2020).

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

and Jefferies LLC.

(incorporated

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

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

the SEC on March 24, 2021).

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

(incorporated by reference to Exhibit

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

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

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

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

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

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

6 unchanged sentences

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

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

of Marcum LLP

Certification

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

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

Consent of Marcum LLP

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

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

Certification

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

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

Certification

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

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

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

Certification

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

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

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

Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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

Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase

Inline XBRL Taxonomy Extension Definition Linkbase

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase

Cover Page Interactive Data File (formatted as Inline

XBRL and contained in Exhibit 101).

Filed herewith

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

† Furnished herewith

Pursuant to the requirements of the Securities

15 unchanged sentences

on the dates indicated.

Sergio Traversa

Chief Executive Officer,

/s/ Sergio Traversa

Chief Executive Officer, and Director

March 19, 2024

Sergio Traversa

/s/ Maged Shenouda

Chief Financial Officer

1 unchanged sentence

Maged Shenouda

/s/ Charles J.

Chairman of the Board

2 unchanged sentences

March 19, 2024

/s/ Eric Schmidt

March 23, 2023

/s/ John Glasspool

5 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures