FINANCIAL STATEMENTS
−Removed: Therapeutics, Inc.
−Removed: Consolidated Balance Sheets
−Removed: September 30,
+Added: Relmada Therapeutics, Inc.
+Added: Condensed Consolidated Balance Sheets
Current assets:
1 unchanged sentence
Short-term investments
−Removed: Other receivables
Prepaid expenses
Total current assets
−Removed: $ 109,148,853
−Removed: $ 152,905,179
Commitments and Contingencies (See Note 6)
4 unchanged sentences
Total current liabilities
+Added: Total liabilities
Stockholders’ Equity:
+Added: Preferred stock, $ 0.001 par value, 200,000,000 shares authorized, none issued and outstanding
Class A convertible preferred stock, $ 0.001 par value, 3,500,000 shares authorized, none issued and outstanding
−Removed: Common stock, $ 0.001 par value, 150,000,000 shares authorized, 30,099,203 shares issued and outstanding
+Added: Common stock, $ 0.001 par value, 150,000,000 shares authorized, 30,174,202
+Added: and 30,099,203 shares issued and outstanding, respectively
Additional paid-in capital
4 unchanged sentences
Total liabilities and stockholders’ equity
−Removed: $ 109,148,853
−Removed: $ 152,905,179
−Removed: accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
−Removed: Therapeutics, Inc.
−Removed: Consolidated Statements of Operations
+Added: The accompanying notes are an integral part of
+Added: these unaudited condensed consolidated financial statements.
+Added: Relmada Therapeutics, Inc.
+Added: Condensed Consolidated Statements of Operations
Three months ended
−Removed: Nine months ended
−Removed: September 30,
−Removed: September 30,
Operating expenses:
5 unchanged sentences
( 28,153,609 )
−Removed: ( 76,872,973 )
−Removed: ( 122,546,656 )
−Removed: Other (expenses) income:
−Removed: Gain on settlement of fees
+Added: Other income (expenses):
Interest/investment income, net
−Removed: Realized loss on short-term investments
−Removed: Unrealized (loss) gain on short-term investments
−Removed: ( 3,897,135 )
−Removed: Total other (expense) income – net
−Removed: $ ( 22,002,058 )
−Removed: $ ( 39,418,707 )
+Added: Realized gain (loss) on short-term investments
+Added: Unrealized gain on short-term investments
+Added: Total other income (expenses)
$ ( 21,828,126 )
2 unchanged sentences
Weighted average number of common shares outstanding – basic and diluted
−Removed: accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
−Removed: Therapeutics, Inc.
−Removed: Consolidated Statements of Stockholders’ Equity
−Removed: Three and Nine months ended September 30, 2023
+Added: The accompanying notes are an integral part of
+Added: these unaudited condensed consolidated financial statements.
+Added: Relmada Therapeutics, Inc.
+Added: Condensed Consolidated Statements of Changes
+Added: in Stockholders’ Equity
+Added: Three months ended March 31, 2024
Balance - December 31, 2023
1 unchanged sentence
$ ( 560,902,681 )
−Removed: $ 140,436,302
Stock based compensation
+Added: Options exercised for common stock
( 21,828,126 )
2 unchanged sentences
$ 654,746,964
−Removed: Stock-based compensation
$ ( 582,730,807 )
−Removed: ( 25,302,954 )
−Removed: Balance – June 30, 2023
−Removed: ( 513,735,465 )
−Removed: Stock-based compensation
−Removed: ( 22,002,058 )
−Removed: ( 22,002,058 )
−Removed: Balance – September 30, 2023
−Removed: $ 636,434,059
−Removed: $ ( 535,737,523 )
−Removed: $ 100,726,635
−Removed: Three and Nine months ended September 30, 2022
+Added: Three months ended March 31, 2023
Balance - December 31, 2022
3 unchanged sentences
Stock based compensation
−Removed: ATM offering, net
−Removed: Warrant exercised for cash
−Removed: Options exercised for cash
( 26,321,576 )
2 unchanged sentences
$ 613,871,604
−Removed: Stock-based compensation
−Removed: Warrant exercised for cash
−Removed: Options exercised for cash
−Removed: ATM offering, net of offering costs
$ ( 488,432,511 )
$ 125,469,192
−Removed: Balance – June 30, 2022
−Removed: ( 384,747,863 )
−Removed: Stock-based compensation
−Removed: Warrant exercised for cash
−Removed: Options exercised for cash
−Removed: Share exchange – Pre-funded warrants, net of fees
−Removed: ( 1,452,016 )
−Removed: ( 39,418,707 )
−Removed: ( 39,418,707 )
−Removed: Balance – September 30, 2022
−Removed: $ 590,482,783
−Removed: $ ( 424,166,570 )
−Removed: $ 166,344,855
−Removed: accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
−Removed: Therapeutics, Inc.
−Removed: Consolidated Statements of Cash Flows
−Removed: Nine months ended
−Removed: September 30,
+Added: The accompanying notes are an integral part of
+Added: these unaudited condensed consolidated financial statements.
+Added: Relmada Therapeutics, Inc.
+Added: Condensed Consolidated Statements of Cash Flows
+Added: Three months ended
Cash flows from operating activities
3 unchanged sentences
Stock-based compensation
−Removed: Realized loss on short-term investments
−Removed: Unrealized (gain) loss on short-term investments
+Added: Realized (gain) loss on short-term investments
+Added: Unrealized gain on short-term investments
+Added: ( 1,291,110 )
Change in operating assets and liabilities:
−Removed: Lease payment receivable
−Removed: Other receivable
−Removed: Prepaid expenses and other assets
+Added: Other receivables
+Added: Prepaid expenses
Accounts payable
−Removed: ( 2,405,184 )
Accrued expenses
( 1,516,059 )
+Added: ( 1,531,649 )
Net cash used in operating activities
8 unchanged sentences
Cash flows from financing activities
−Removed: Payment of fees for warrants issued for common stock
−Removed: Proceeds from issuance of common stock – net
Proceeds from options exercised for common stock
−Removed: Proceeds from warrants exercised for common stock
Net cash provided by financing activities
−Removed: Net increase /(decrease) in cash and cash equivalents
+Added: Net (decrease) increase in cash and cash
( 2,756,550 )
1 unchanged sentence
Cash and cash equivalents at end of the period
−Removed: Supplemental disclosure of cash flow information:
−Removed: Non-cash investing and financing activities:
−Removed: Share exchange for Pre-funded warrants
−Removed: accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
−Removed: Therapeutics, Inc.
−Removed: to Unaudited Condensed Consolidated Financial Statements
−Removed: Therapeutics, Inc.
−Removed: (Relmada or the Company) (a Nevada corporation), is a clinical-stage, publicly traded biotechnology company focused
−Removed: on the development of esmethadone (d-methadone, dextromethadone, REL-1017), an N-methyl-D-aspartate (NMDA) receptor antagonist.
−Removed: is a new chemical entity (NCE) that potentially addresses areas of high unmet medical need in the treatment of central nervous system
−Removed: (CNS) diseases and other disorders.
−Removed: addition to the normal risks associated with a new business venture, there can be no assurance that the Company’s research and
−Removed: development will be successfully completed or that any product will be approved or commercially viable.
−Removed: The Company is subject to risks
−Removed: common to companies in the biotechnology industry including, but not limited to, dependence on collaborative arrangements, development
−Removed: by the Company or its competitors of new technological innovations, dependence on key personnel, protection of proprietary technology,
−Removed: and compliance with the Food and Drug Administration (FDA) and other governmental regulations and approval requirements.
−Removed: 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
−Removed: of Presentation
−Removed: accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with accounting
−Removed: principles generally accepted in the United States of America (U.S.
+Added: The accompanying notes are an integral part of
+Added: these unaudited condensed consolidated financial statements.
+Added: Relmada Therapeutics, Inc.
+Added: Notes to Unaudited Condensed Consolidated Financial
+Added: NOTE 1 - BUSINESS
+Added: Relmada Therapeutics, Inc.
+Added: (Relmada or the Company)
+Added: (a Nevada corporation), is a clinical-stage, publicly traded biotechnology company focused on the development of esmethadone (d-methadone,
+Added: dextromethadone, REL-1017), an N-methyl-D-aspartate (NMDA) receptor antagonist.
+Added: Esmethadone is a new chemical entity (NCE) that potentially
+Added: addresses areas of high unmet medical need in the treatment of central nervous system (CNS) diseases and other disorders.
+Added: Relmada is also developing a proprietary, modified-release formulation of psilocybin (REL-P11) for metabolic indications.
+Added: In addition to the normal risks associated with
+Added: a new business venture, there can be no assurance that the Company’s research and development will be successfully completed or
+Added: that any product will be approved or commercially viable.
+Added: The Company is subject to risks common to companies in the biotechnology industry
+Added: including, but not limited to, dependence on collaborative arrangements, development by the Company or its competitors of new technological
+Added: innovations, dependence on key personnel, protection of proprietary technology, and compliance with the Food and Drug Administration
+Added: (FDA) and other governmental regulations and approval requirements.
+Added: NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING
+Added: Basis of Presentation
+Added: The accompanying unaudited condensed consolidated
+Added: financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States
+Added: of America (U.S.
GAAP) for interim unaudited condensed consolidated financial information.
−Removed: Accordingly, they do not include all of the information and footnotes required by U.S.
+Added: Accordingly, they do not include all of the
+Added: information and footnotes required by U.S.
GAAP for complete consolidated financial statements.
−Removed: The unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) which
−Removed: are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented.
−Removed: Interim results are
−Removed: not necessarily indicative of the results for the full year.
−Removed: These unaudited condensed consolidated financial statements should be read
−Removed: in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2022 and notes thereto
−Removed: contained in the Company’s Annual Report on Form 10-K.
−Removed: of Consolidation
−Removed: unaudited condensed consolidated financial statements include the Company’s accounts and those of the Company’s wholly-owned
−Removed: All significant intercompany accounts and transactions have been eliminated in consolidation.
+Added: The unaudited condensed consolidated
+Added: financial statements reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary
+Added: for a fair statement of the results for the interim periods presented.
+Added: Interim results are not necessarily indicative of the results
+Added: for the full year.
+Added: These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated
+Added: financial statements of the Company for the year ended December 31, 2023 and notes thereto contained in the Company’s Annual Report
+Added: on Form 10-K.
+Added: Principles of Consolidation
+Added: The unaudited condensed consolidated financial
+Added: statements include the Company’s accounts and those of the Company’s wholly-owned subsidiary.
+Added: All significant intercompany
+Added: accounts and transactions have been eliminated in consolidation.
As shown in the accompanying unaudited condensed
−Removed: consolidated financial statements, the Company incurred negative operating cash flows of $ 41,409,492 for the nine months ended September
−Removed: 30, 2023 and has an accumulated deficit of $ 535,737,523 from inception through September 30, 2023.
−Removed: believes that the Company’s existing cash and cash equivalents and short-term investments will enable it to fund operating expenses
−Removed: and capital expenditure requirements for at least 12 months from the issuance of these unaudited condensed consolidated financial statements.
−Removed: Beyond that point management will evaluate the size and scope of any subsequent operations and clinical trials that will affect the timing
−Removed: of additional financings through public or private sales of equity or debt securities or from bank or other loans or through strategic
−Removed: collaboration and/or licensing agreements.
−Removed: Further, additional financing does not affect the Company’s conclusion that based on
−Removed: the cash on hand and the budgeted cash flow requirements, the Company has sufficient funds to maintain operations for at least 12 months
−Removed: from the issuance of these unaudited condensed consolidated financial statements.
−Removed: preparation of financial statements in conformity with U.S.
−Removed: GAAP requires management to make estimates and assumptions that affect the
−Removed: reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements
−Removed: and the reported amounts of revenues and expenses for the reporting period.
+Added: consolidated financial statements, the Company incurred negative operating cash flows of $ 13,036,748 for the three months ended March
+Added: 31, 2024 and has an accumulated deficit of $ 582,730,807 from inception through March 31, 2024.
+Added: Management believes that the Company’s
+Added: existing cash and cash equivalents and short-term investments will enable it to fund operating expenses and capital expenditure requirements
+Added: for at least 12 months from the issuance of these unaudited condensed consolidated financial statements.
+Added: Beyond that point management
+Added: will evaluate the size and scope of any subsequent operations and clinical trials that will affect the timing of additional financings
+Added: through public or private sales of equity or debt securities or from bank or other loans or through strategic collaboration and/or licensing
+Added: Further, additional financing does not affect the Company’s conclusion that based on the cash on hand and the budgeted
+Added: cash flow requirements, the Company has sufficient funds to maintain operations for at least 12 months from the issuance of these unaudited
+Added: condensed consolidated financial statements.
+Added: Use of Estimates
+Added: The preparation of financial statements in conformity
+Added: GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
+Added: of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the
+Added: reporting period.
Actual results could differ from those estimates.
−Removed: The significant
−Removed: estimates are stock-based compensation expenses and recorded amounts related to income taxes.
−Removed: and Cash Equivalents
−Removed: Company considers cash deposits and all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
−Removed: The Company’s cash deposits are held at two high-credit-quality financial institutions.
−Removed: The Company’s cash and cash equivalents
−Removed: balance of $ 6,698,599 at September 30, 2023 at these institutions exceed the federally insured limits.
−Removed: Therapeutics, Inc.
−Removed: to Unaudited Condensed Consolidated Financial Statements
−Removed: 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
−Removed: Company’s investments consist entirely of mutual funds.
−Removed: The securities are measured at fair value based on the net asset value
−Removed: Substantially all equity investments in nonconsolidated entities are measured at fair value with recurring changes recognized
−Removed: in earnings, except for those accounted for using equity method accounting.
−Removed: Changes in fair value of the securities are recorded as part
−Removed: of other income on the unaudited condensed consolidated statement of operations.
−Removed: Short-term investment activity is presented in the investing
−Removed: activities section on the unaudited condensed consolidated statement of cash flows.
−Removed: investments at September 30, 2023 consisted of mutual funds with a fair value of $ 99,568,502 .
−Removed: related to filing and pursuing patent applications are recorded as general and administrative expense and expensed as incurred since
−Removed: recoverability of such expenditures is uncertain.
−Removed: 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.
−Removed: Leases can be classified as either operating leases or finance leases.
−Removed: Operating leases will result in straight-line lease expense, while
−Removed: finance leases will result in front-loaded expense.
+Added: The significant estimates are stock-based compensation expenses and
+Added: recorded amounts related to income taxes.
+Added: Cash and Cash Equivalents
+Added: The Company considers cash deposits and all highly
+Added: liquid investments with a maturity of three months or less when purchased to be cash equivalents.
+Added: The Company’s cash deposits are
+Added: held at two high-credit-quality financial institutions.
+Added: The Company’s cash and cash equivalents balance of $ 1,335,018 at March
+Added: 31, 2024 at these institutions exceed the federally insured limits.
+Added: Relmada Therapeutics, Inc.
+Added: Notes to Unaudited Condensed Consolidated Financial
+Added: NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
+Added: Short-term Investments
+Added: The Company’s investments consist entirely
+Added: of mutual funds.
+Added: The securities are measured at fair value based on the net asset value (NAV).
+Added: Substantially all equity investments in
+Added: nonconsolidated entities are measured at fair value with recurring changes recognized in earnings, except for those accounted for using
+Added: equity method accounting.
+Added: Changes in fair value of the securities are recorded as part of other income on the condensed consolidated
+Added: statement of operations.
+Added: Short term investment activity is presented in the investing activities section on the condensed consolidated
+Added: statement of cash flows.
+Added: Short-term investments at March 31, 2024 and December 31, 2023 consisted of mutual funds with a fair value of $ 82,277,687 and 92,232,292 ,
+Added: respectively.
+Added: Costs related to filing and pursuing patent applications
+Added: are recorded as general and administrative expense and expensed as incurred since recoverability of such expenditures is uncertain.
+Added: The Company recognizes its leases with a term
+Added: of greater than a year on the balance sheet by recording right-of-use assets and lease liabilities.
+Added: Leases can be classified as either
+Added: operating leases or finance leases.
+Added: Operating leases will result in straight-line lease expense, while finance leases will result in
+Added: front-loaded expense.
The Company’s lease consists of an operating lease for office space.
−Removed: does not recognize a lease liability or right-of-use asset on the balance sheet for short-term leases.
−Removed: Instead, the Company recognizes
−Removed: short-term lease payments as an expense on a straight-line basis over the lease term.
−Removed: A short-term lease is defined as a lease that,
−Removed: 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
−Removed: the lessee is reasonably certain to exercise.
−Removed: Value of Financial Instruments
−Removed: Company’s financial instruments primarily include cash, short-term investments, and accounts payable.
−Removed: Due to the short-term nature
−Removed: of cash and accounts payable the carrying amounts of these assets and liabilities approximate their fair value.
+Added: The Company does not recognize a lease
+Added: liability or right-of-use asset on the balance sheet for short-term leases.
+Added: Instead, the Company recognizes short-term lease payments
+Added: as an expense on a straight-line basis over the lease term.
+Added: A short-term lease is defined as a lease that, at the commencement date,
+Added: 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
+Added: Fair Value of Financial Instruments
+Added: The Company’s financial instruments primarily
+Added: include cash, short term investments, and accounts payable.
+Added: Due to the short-term nature of cash and accounts payable the carrying amounts
+Added: of these assets and liabilities approximate their fair value.
Fair value is defined as the price that would
3 unchanged sentences
in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.
−Removed: The fair value hierarchy is as follows:
−Removed: Level 1 Inputs –
−Removed: Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access
−Removed: at the measurement date.
−Removed: Level 2 Inputs –
−Removed: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.
−Removed: These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets
−Removed: or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such
−Removed: as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated
−Removed: by market data by correlation or other means.
−Removed: Level 3 Inputs –
−Removed: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported
−Removed: by little or no market activity).
−Removed: required by Accounting Standard Codification (ASC) Topic No.
−Removed: 820 – 10 Fair Value Measurement , financial assets and liabilities
−Removed: are classified based on the lowest level of input that is significant to the fair value measurement.
−Removed: The Company’s assessment of
−Removed: the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value
−Removed: of assets and liabilities and their placement within the fair value hierarchy levels.
+Added: The fair value hierarchy is as
+Added: Level 1 Inputs - Unadjusted quoted prices in active markets
+Added: for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
+Added: Level 2 Inputs - Inputs other than quoted prices included in Level
+Added: 1 that are observable for the asset or liability, either directly or indirectly.
+Added: These might include quoted prices for similar assets
+Added: or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs
+Added: other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds,
+Added: credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.
+Added: Level 3 Inputs - Prices or valuation techniques that require inputs
+Added: that are both significant to the fair value measurement and unobservable (supported by little or no market activity).
+Added: As required by Accounting Standard Codification
+Added: (ASC) Topic No.
+Added: 820 - 10 Fair Value Measurement , financial assets and liabilities are classified based on the lowest level of
+Added: input that is significant to the fair value measurement.
+Added: The Company’s assessment of the significance of a particular input to
+Added: the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement
+Added: within the fair value hierarchy levels.
The Company’s short-term investment instruments
−Removed: of $ 99,568,502 at September 30, 2023 consist of mutual funds and are classified using Level 1 inputs within the fair value hierarchy
−Removed: because the value is based on quoted prices in active markets.
−Removed: Unrealized gains and losses are recorded in the unaudited condensed consolidated
−Removed: statement of operations under other (expenses) income.
−Removed: The Company recorded an unrealized loss of $ 579,147 for the three months ended
−Removed: September 30, 2023 and an unrealized gain of $ 72,329 included in other (expenses) income for the nine months ended September 30, 2023.
−Removed: The Company recorded unrealized loss of $ 947,512 and $ 3,897,135 included in other (expenses) income for the three and nine months ended
−Removed: September 30, 2022, respectively.
−Removed: Therapeutics, Inc.
−Removed: to Unaudited Condensed Consolidated Financial Statements
−Removed: 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
−Removed: Company accounts for income taxes using the asset and liability method.
−Removed: Accordingly, deferred tax assets and liabilities are recognized
−Removed: for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities
−Removed: and their respective tax bases.
−Removed: Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable
−Removed: income in the years in which those temporary differences are expected to be recovered or settled.
−Removed: The effect on deferred tax assets and
−Removed: liabilities of a change in the tax rate is recognized in income or expense in the period that the change is effective.
−Removed: Tax benefits are
−Removed: recognized when it is probable that the deduction will be sustained.
−Removed: A valuation allowance is established when it is more likely than
−Removed: 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
−Removed: deductibility is uncertain.
−Removed: As of September 30, 2023 and December 31, 2022, the Company had recognized a valuation allowance to the full
−Removed: extent of the Company’s net deferred tax assets since the likelihood of realization of the benefit does not meet the more likely
−Removed: than not threshold.
−Removed: Company files a U.S.
−Removed: Federal income tax return and various state returns.
−Removed: Uncertain tax positions taken on the Company’s tax returns
−Removed: will be accounted for as liabilities for unrecognized tax benefits.
−Removed: The Company will recognize interest and penalties, if any, related
−Removed: to unrecognized tax benefits in general and administrative expenses in the statements of operations.
−Removed: There were no liabilities recorded
−Removed: for uncertain tax positions at September 30, 2023 and December 31, 2022.
−Removed: The open tax years, subject to potential examination by the
−Removed: applicable taxing authority, for the Company are from June 30, 2018 forward.
−Removed: and Development
−Removed: and development costs primarily consist of research contracts for the advancement of product development, salaries and benefits, stock-based
−Removed: compensation, and consultants.
−Removed: The Company expenses all research and development costs in the period incurred.
−Removed: The Company makes an estimate
−Removed: of costs in relation to clinical study contracts.
−Removed: The Company analyzes the progress of studies, including the progress of clinical studies
−Removed: and phases, invoices received and contracted costs when evaluating the adequacy of the amount expensed and the related prepaid asset
−Removed: and accrued liability.
−Removed: Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value
−Removed: of the award.
−Removed: That cost is recognized over the period during which an employee is required to provide service in exchange for the award
−Removed: – the requisite service period.
−Removed: The grant-date fair value of employee share options is estimated using the Black-Scholes option
−Removed: pricing model adjusted for the unique characteristics of those instruments.
−Removed: Loss per Common Share
−Removed: loss per common share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders
−Removed: by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents.
−Removed: loss per common share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by
−Removed: the weighted-average number of common share equivalents outstanding for the period determined using the treasury-stock method.
−Removed: common stock equivalents are comprised of options and warrants to purchase common stock.
−Removed: For all periods presented, there is no difference
−Removed: in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net losses in each period.
−Removed: the nine months ended September 30, 2023 and 2022, the potentially dilutive securities that would be anti-dilutive due to the Company’s
−Removed: net loss are not included in the calculation of diluted net loss per share attributable to common stockholders.
−Removed: The anti-dilutive securities
−Removed: are as follows (in common stock equivalent shares):
−Removed: Nine months ended
−Removed: September 30,
−Removed: September 30,
+Added: of $ 82,277,687 at March 31, 2024 consist of mutual funds, bank deposits and money market funds and are classified using Level 1
+Added: inputs within the fair value hierarchy because the value is based on quoted prices in active markets.
+Added: Unrealized gains and losses are
+Added: recorded in the condensed consolidated statement of operations under other income.
+Added: The Company recorded unrealized gain of $ 50,713 and
+Added: an unrealized loss of $ 1,291,110 included in other income for the three months ended March 31, 2024 and 2023, respectively.
+Added: The Company accounts for income taxes using the
+Added: asset and liability method.
+Added: Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable
+Added: to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases.
+Added: tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary
+Added: differences are expected to be recovered or settled.
+Added: The effect on deferred tax assets and liabilities of a change in the tax rate is
+Added: recognized in income or expense in the period that the change is effective.
+Added: Tax benefits are recognized when it is probable that the
+Added: deduction will be sustained.
+Added: A valuation allowance is established when it is more likely than not that all or a portion of a deferred
+Added: tax asset will either expire before the Company is able to realize the benefit, or that future deductibility is uncertain.
+Added: 31, 2024 and December 31, 2023, the Company had recognized a valuation allowance to the full extent of the Company’s net deferred
+Added: tax assets since the likelihood of realization of the benefit does not meet the more likely than not threshold.
+Added: Relmada Therapeutics, Inc.
+Added: Notes to Unaudited Condensed Consolidated Financial
+Added: NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
+Added: The Company files a U.S.
+Added: Federal income tax return
+Added: and various state returns.
+Added: Uncertain tax positions taken on the Company’s tax returns will be accounted for as liabilities for
+Added: unrecognized tax benefits.
+Added: The Company will recognize interest and penalties, if any, related to unrecognized tax benefits in general
+Added: and administrative expenses in the statements of operations.
+Added: There were no liabilities recorded for uncertain tax positions at March
+Added: 31, 2024 and December 31, 2023.
+Added: The open tax years, subject to potential examination by the applicable taxing authority, for the Company
+Added: are from June 30, 2018 forward.
+Added: Research and Development
+Added: Research and development costs primarily consist
+Added: of research contracts for the advancement of product development, salaries and benefits, stock-based compensation, and consultants.
+Added: Company expenses all research and development costs in the period incurred.
+Added: The Company makes an estimate of costs in relation to clinical
+Added: study contracts.
+Added: The Company analyzes the progress of studies, including the progress of clinical studies and phases, invoices received
+Added: and contracted costs when evaluating the adequacy of the amount expensed and the related prepaid asset and accrued liability.
+Added: Stock-Based Compensation
+Added: The Company measures the cost of employee services
+Added: received in exchange for an award of equity instruments based on the grant-date fair value of the award.
+Added: That cost is recognized over
+Added: the period during which an employee is required to provide service in exchange for the award - the requisite service period.
+Added: The grant-date
+Added: fair value of employee share options is estimated using the Black-Scholes option pricing model adjusted for the unique characteristics
+Added: of those instruments.
+Added: Net Loss per Common Share
+Added: Basic loss per common share attributable to common
+Added: stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares
+Added: outstanding for the period, without consideration for common stock equivalents.
+Added: Diluted loss per common share attributable to common
+Added: stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common share
+Added: equivalents outstanding for the period determined using the treasury-stock method.
+Added: Dilutive common stock equivalents are comprised of
+Added: options and warrants to purchase common stock.
+Added: For all periods presented, there is no difference in the number of shares used to calculate
+Added: basic and diluted shares outstanding due to the Company’s net losses in each period.
+Added: For the three months ended March 31, 2024 and
+Added: 2023, the potentially dilutive securities that would be anti-dilutive due to the Company’s net loss are not included in the calculation
+Added: of diluted net loss per share attributable to common stockholders.
+Added: The anti-dilutive securities are as follows (in common stock equivalent
+Added: Three months ended
Stock options
Common stock warrants
−Removed: Therapeutics, Inc.
−Removed: to Unaudited Condensed Consolidated Financial Statements
−Removed: 3 – PREPAID EXPENSES
−Removed: expenses consisted of the following (rounded to nearest $00):
−Removed: September 30,
+Added: Recent Accounting Pronouncements
+Added: In October 2021, the FASB issued ASU 2021-08,
+Added: “ Business Combinations (Topic 805):
+Added: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ”.
+Added: The amendments in this ASU require that an entity (acquirer) recognize, and measure contract assets and contract liabilities acquired
+Added: in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers, as if it
+Added: had originated the contracts as of the acquisition date.
+Added: The amendments in this ASU were effective for annual and interim periods beginning
+Added: after December 15, 2022.
+Added: The Company adopted this standard effective January 1, 2023 and the standard did not have a significant impact
+Added: on our consolidated financial statements.
+Added: In November 2023, The FASB issued ASU 2023-07,
+Added: “ Segment Reporting (Topic 280):
+Added: Improvements to Reportable Segment Disclosures ” which expands annual and interim disclosures
+Added: for reportable segments, primarily through enhanced disclosures about significant segment expenses.
+Added: ASU 2023-07 is effective for our annual
+Added: periods beginning January 1, 2024, and for interim periods beginning January 1, 2025, with early adoption permitted.
+Added: The Company is currently
+Added: evaluating the potential effect that the updated standard will have on our financial statement disclosures.
+Added: In December 2023, the FASB issued ASU 2023-09,
+Added: “ Income Taxes (Topic 740):
+Added: Improvements to Income Tax Disclosures ” to expand the disclosure requirements for income
+Added: taxes, specifically related to the rate reconciliation and income taxes paid.
+Added: ASU 2023-09 is effective for our annual periods beginning
+Added: January 1, 2025, with early adoption permitted.
+Added: The Company is currently evaluating the potential effect that the updated standard will
+Added: have on our financial statement disclosures.
+Added: Relmada Therapeutics, Inc.
+Added: Notes to Unaudited Condensed Consolidated Financial
+Added: NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
+Added: Subsequent Events
+Added: The Company’s management reviewed all material
+Added: events through the date the financial statements were issued for subsequent event disclosure consideration.
+Added: NOTE 3 - PREPAID EXPENSES
+Added: Prepaid expenses consisted of the following (rounded to nearest $00):
Research and Development
−Removed: 4 – ACCRUED EXPENSES
−Removed: expenses consisted of the following (rounded to nearest $00):
−Removed: September 30,
+Added: NOTE 4 - ACCRUED EXPENSES
+Added: Accrued expenses consisted of the following (rounded to nearest $00):
Research and development
2 unchanged sentences
Accrued vacation
−Removed: 5 – STOCKHOLDERS’ EQUITY
−Removed: the nine months ended September 30, 2023, no shares of common stock were issued.
−Removed: April 6, 2022, the Company entered into a new Open Market Sale Agreement with Jefferies, as sales agent, pursuant to which we may offer
−Removed: and sell, from time to time, through Jefferies, shares of our common stock, having an aggregate offering price of up to $ 100,000,000 .
−Removed: We are not obligated to sell any shares under the agreement.
−Removed: As of September 30, 2023, no shares have been issued under this agreement.
−Removed: December 2014, the Board of Directors adopted, and the Company’s shareholders approved Relmada’s 2014 Stock Option and Equity
−Removed: Incentive Plan, as amended (the “Plan”), which allows for the granting of 5,152,942 common stock awards, stock appreciation
−Removed: rights, and incentive and nonqualified stock options to purchase shares of the Company’s common stock to designated employees,
−Removed: non-employee directors, and consultants and advisors.
−Removed: May 2021, the Company’s Board of Directors adopted, and shareholders approved Relmada’s 2021 Equity Incentive Plan (the “2021
−Removed: Plan”) which allows for the granting of 1,500,000 options or stock awards.
−Removed: May 2022, the Company’s Board of Directors adopted, and shareholders approved an amendment to the 2021 Plan to increase the shares
−Removed: of the Company’s common stock available for issuance thereunder by 3,900,000 shares.
−Removed: May 2023, the Company’s Board of Directors adopted and shareholders approved an amendment to the 2021 Plan to increase the shares
−Removed: of the Company’s common stock available for issuance thereunder by 2,500,000 shares.
−Removed: combined plans allowed for the granting of up to 13,052,942 options or other stock awards.
−Removed: Therapeutics, Inc.
−Removed: to Unaudited Condensed Consolidated Financial Statements
−Removed: 5 – STOCKHOLDERS’ EQUITY (continued)
+Added: NOTE 5 - STOCKHOLDERS’ EQUITY
+Added: During the three
+Added: months ended March 31, 2024, the Company issued 74,999 shares of common stock for the exercise
+Added: of options for proceeds of $ 246,747 .
+Added: On April 6, 2022, the Company entered into a
+Added: new Open Market Sale Agreement with Jefferies, as sales agent, pursuant to which we may offer and sell, from time to time, through Jefferies,
+Added: shares of our common stock, having an aggregate offering price of up to $ 100,000,000 .
+Added: We are not obligated to sell any shares under the
+Added: As of March 31, 2024, no shares have been issued under this agreement.
+Added: Options and Warrants
+Added: In December 2014, the Board of Directors adopted,
+Added: and the Company’s shareholders approved Relmada’s 2014 Stock Option and Equity Incentive Plan, as amended (the “Plan”),
+Added: which allows for the granting of 5,152,942 common stock awards, stock appreciation rights, and incentive and nonqualified stock options
+Added: to purchase shares of the Company’s common stock to designated employees, non-employee directors, and consultants and advisors.
+Added: In May 2021, the Company’s Board of Directors
+Added: adopted, and shareholders approved Relmada’s 2021 Equity Incentive Plan (the “2021 Plan”) which allows for the granting
+Added: of 1,500,000 options or other stock awards.
+Added: In May 2022, the Company’s Board of Directors
+Added: adopted, and shareholders approved an amendment to the 2021 Plan to increase the shares of the Company’s common stock available
+Added: for issuance thereunder by 3,900,000 shares.
+Added: In May 2023, the Company’s Board of Directors
+Added: adopted and shareholders approved an amendment to the 2021 Plan to increase the shares of the Company’s common stock available for
+Added: issuance thereunder by 2,500,000 shares.
+Added: These combined plans allowed for the granting
+Added: 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 over four years .
−Removed: As of September 30, 2023, 597,374 shares were available
−Removed: for future grants under the 2014 or 2021 Plan.
−Removed: of September 30, 2023, no stock appreciation rights have been issued.
−Removed: Company utilizes the Black-Scholes option pricing model to estimate the fair value of stock options and warrants.
−Removed: The risk-free interest
−Removed: rate assumptions were based upon the observed interest rates appropriate for the expected term of the equity instruments.
−Removed: dividend yield was assumed to be zero as the Company has not paid any dividends since its inception and does not anticipate paying dividends
−Removed: in the foreseeable future.
−Removed: The expected volatility was based on historical volatility.
−Removed: Company uses the simplified method for share-based compensation to estimate the expected term for equity awards for share-based compensation
−Removed: in its option-pricing model.
−Removed: From January 1, 2023 through September 30,
−Removed: 2023, 690,000 options were issued to various consultants and employees with an exercise price ranging from $ 2.28 to $ 4.30 and a
−Removed: 10 -year term, vesting over a 4 year period.
−Removed: The options granted include time-based vesting grants.
−Removed: The options have an aggregate
−Removed: fair value of approximately $ 2.1 million calculated using the Black-Scholes option-pricing model.
−Removed: Variables used in the
−Removed: Black-Scholes option-pricing model include:
−Removed: (1) discount rate of 3.43 – 4.44 % (2) expected life of 6.25 years, (3) expected
−Removed: volatility of 113.3 – 115.6 %, and (4) zero expected dividends.
−Removed: On September 5, 2023, Dr.
−Removed: Eric Schmidt, a member
−Removed: of the Board of Directors (the “Board”), notified the Company that he would resign from the Board, effective immediately.
−Removed: On September 22, 2023, the Board voted and approved that all of Dr.
−Removed: Schmidt’s unvested options would vest immediately and be exercisable
−Removed: through the original term of the respective grants.
−Removed: In addition, the Board approved the extension of the exercise period for the options
−Removed: which were vested on September 5, 2023 from 90 days to the original term of the respective options.
−Removed: As a result of the modifications, the
−Removed: Company recorded approximately $ 1.2 million of stock-based compensation during the quarter ended September 30, 2023.
−Removed: At September 30, 2023,
−Removed: the Company has unrecognized stock-based compensation expense of approximately $ 61.2 million related to unvested stock options which will
−Removed: be recognized over the weighted average remaining service period of 2.33 years.
−Removed: summary of the changes in options during the nine months ended September 30, 2023 is as follows:
+Added: As of March 31, 2024, no shares were available for future
+Added: grants under the 2014 or 2021 Plan.
+Added: The shareholders will vote at their annual meeting in 2024 on a management proposal to increase the
+Added: shares available to be issued under the 2021 Plan by 4.5 million shares.
+Added: There can be no assurance such amendment will be approved.
+Added: of March 31, 2024, options for 3,960,193 shares of common stock had been issued subject to approval by the shareholders of this amendment.
+Added: If the amendment is not approved, such options will be forfeited.
+Added: As of March 31, 2024, no stock appreciation rights
+Added: have been issued.
+Added: Relmada Therapeutics, Inc.
+Added: Notes to Unaudited Condensed Consolidated Financial
+Added: NOTE 5 - STOCKHOLDERS’ EQUITY (continued)
+Added: The Company utilizes the Black-Scholes option
+Added: pricing model to estimate the fair value of stock options and warrants.
+Added: The risk-free interest rate assumptions were based upon the observed
+Added: interest rates appropriate for the expected term of the equity instruments.
+Added: The expected dividend yield was assumed to be zero as the
+Added: Company has not paid any dividends since its inception and does not anticipate paying dividends in the foreseeable future.
+Added: volatility was based on historical volatility.
+Added: The Company uses the simplified method for share-based
+Added: compensation to estimate the expected term for equity awards for share-based compensation in its option-pricing model.
+Added: From January 1, 2024 through March 31, 2024, 50,000 options
+Added: were issued to a consultant with an exercise price of $ 3.44 and a 10 -year term, vesting over a 4 year period.
+Added: granted include time-based vesting grants.
+Added: The options have an aggregate fair value of approximately $ 148,000 calculated using the Black-Scholes
+Added: option-pricing model.
+Added: Variables used in the Black-Scholes option-pricing model include:
+Added: (1) discount rate of 4.1 % (2) expected life
+Added: of 6.25 years, (3) expected volatility of 113.5 %, and (4) zero expected dividends.
+Added: At March 31, 2024, the Company has unrecognized
+Added: stock-based compensation expense of approximately $ 54.0 million related to unvested stock options which will be recognized over the weighted
+Added: average remaining service period of 2.30 years.
+Added: A summary of the changes in options during the
+Added: three months ended March 31, 2024 is as follows:
Outstanding and expected to vest at December 31, 2023
−Removed: Outstanding at September 30, 2023
−Removed: Options exercisable at September 30, 2023
−Removed: summary of the changes in outstanding warrants during the nine months ended September 30, 2023 is as follows:
−Removed: Outstanding at December 31, 2022
−Removed: Outstanding at September 30, 2023
−Removed: Warrants vested at September 30, 2023
−Removed: Therapeutics, Inc.
−Removed: to Unaudited Condensed Consolidated Financial Statements
−Removed: 5 – STOCKHOLDERS’ EQUITY (continued)
−Removed: At September 30, 2023, the Company had approximately
+Added: Outstanding at March 31, 2024
+Added: Options exercisable at March 31, 2024
+Added: A summary of the changes in outstanding warrants during the three
+Added: months ended March 31, 2024 is as follows:
+Added: Outstanding Warrants at December 31, 2023
+Added: Outstanding at March 31, 2024
+Added: Warrants Vested at March 31, 2024
+Added: At March 31, 2024, the Company had approximately
$ 2.4 million of unrecognized compensation expense related to outstanding warrants.
−Removed: September 30, 2023, the aggregate intrinsic value of warrants vested and outstanding was $ 0 .
−Removed: compensation by class of expense
−Removed: following table summarizes the components of stock-based compensation expense which includes stock options and warrants in the unaudited
−Removed: consolidated statements of operations for the nine months ended September 30, 2023 and 2022 (rounded to nearest $00):
−Removed: September 30,
−Removed: September 30,
+Added: At March 31, 2024, the aggregate intrinsic value
+Added: of warrants vested and outstanding was $ 39,119 .
+Added: Stock-based compensation by class of expense
+Added: The following table summarizes the components
+Added: of stock-based compensation expense which includes stock options and warrants in the unaudited consolidated statements of operations
+Added: for the three months ended March 31, 2024 and 2023 (rounded to nearest $00):
Research and development
General and administrative
−Removed: 6 – COMMITMENTS AND CONTINGENCIES
−Removed: August 20, 2007, the Company entered into a License Development and Commercialization Agreement with Wonpung Mulsan Co, a shareholder
−Removed: of the Company.
−Removed: Wonpung has exclusive territorial rights in countries it selects in Asia to market up to two drugs the Company was developing
−Removed: at the time of the signing of the agreement and a right of first refusal (“ROFR”) for up to an additional five drugs that
−Removed: the Company may develop in the future as defined in more detail in the license agreement.
−Removed: If the parties cannot agree to terms of a license
−Removed: agreement then the Company shall be able to engage in discussions with other potential licensors.
−Removed: As of September 30, 2022, no discussions
−Removed: are active between the Company and Wonpung.
−Removed: 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
−Removed: it is currently developing.
−Removed: The licensing terms for the ROFR products are subject to future negotiations and binding arbitration.
−Removed: 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
−Removed: commercial availability of a generic product to such licensed product in the licensed territory.
−Removed: Party Licensor
−Removed: upon a prior acquisition, the Company assumed an obligation to pay third parties (Dr.
+Added: Relmada Therapeutics, Inc.
+Added: Notes to Unaudited Condensed Consolidated Financial
+Added: NOTE 6 - COMMITMENTS AND CONTINGENCIES
+Added: License Agreements
+Added: On August 20, 2007, the Company entered into
+Added: a License Development and Commercialization Agreement with Wonpung Mulsan Co, a shareholder of the Company.
+Added: Wonpung has exclusive territorial
+Added: 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
+Added: 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
+Added: detail in the license agreement.
+Added: If the parties cannot agree to terms of a license agreement then the Company shall be able to engage
+Added: in discussions with other potential licensors.
+Added: As of March 31, 2024, no discussions are active between the Company and Wonpung.
+Added: The Company received an upfront license fee of
+Added: $ 1,500,000 and will earn royalties of up to 12 % of net sales for up to two licensed products it is currently developing.
+Added: The licensing
+Added: terms for the ROFR products are subject to future negotiations and binding arbitration.
+Added: The terms of each licensing agreement will expire
+Added: 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
+Added: such licensed product in the licensed territory.
+Added: Third Party Licensor
+Added: Based upon a prior acquisition, the Company assumed
+Added: an obligation to pay third parties (Dr.
Inturrisi and Dr.
−Removed: Paolo Manfredi –
−Removed: (A) royalty payments up to 2% on net sales of licensed products that are not sold by sublicensee and (B) on each and every
−Removed: sublicense earned royalty payment received by licensee from its sublicensee on sales of license product by sublicensee, the higher of
−Removed: (i) 20% of the royalties received by licensee;
+Added: Paolo Manfredi – see below):
+Added: (A) royalty payments up to 2 %
+Added: on net sales of licensed products that are not sold by sublicensee and (B) on each and every sublicense earned royalty payment received
+Added: 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.
−Removed: The Company will also make milestone payments
−Removed: 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,
−Removed: and for the first commercial sale of product in the field of product that has more than one active pharmaceutical ingredient, respectively.
−Removed: As of September 30, 2023, the Company has not generated any revenue related to this license agreement.
−Removed: In January 2018, the Company entered into
−Removed: an Intellectual Property Assignment Agreement (the Assignment Agreement) and License Agreement (the License Agreement and together with
−Removed: the Assignment Agreement, the Agreements) with Dr.
+Added: The Company will also make milestone payments of up to $ 4 million or $ 2 million, for the
+Added: first commercial sale of product in the field that has a single active pharmaceutical ingredient, and for the first commercial sale of
+Added: product in the field of product that has more than one active pharmaceutical ingredient, respectively.
+Added: As of March 31, 2024, the Company
+Added: has not generated any revenue related to this license agreement.
+Added: Inturrisi / Manfredi
+Added: In January 2018, we entered into an Intellectual
+Added: Property Assignment Agreement (the Assignment Agreement) and License Agreement (the License Agreement and together with the Assignment
+Added: Agreement, the Agreements) with Dr.
Inturrisi and Dr.
Paolo Manfredi (collectively, the Licensor).
−Removed: to the Agreements, Relmada assigned its existing rights, including patents and patent applications, to esmethadone in the context of psychiatric
−Removed: use (the Existing Invention) to Licensor.
−Removed: Licensor then granted Relmada under the License Agreement a perpetual, worldwide, and exclusive
−Removed: license to commercialize the Existing Invention and certain further inventions regarding esmethadone, in the context of other indications
−Removed: such as those contemplated above.
−Removed: In consideration of the rights granted to Relmada under the License Agreement, Relmada paid the
−Removed: Licensor an upfront, non-refundable license fee of $180,000.
−Removed: Additionally, Relmada will pay Licensor $45,000 every three months until
−Removed: the earliest to occur of the following events:
−Removed: (i) the first commercial sale of a licensed product anywhere in the world, (ii) the expiration
−Removed: 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
−Removed: Relmada will also pay Licensor tiered royalties with a maximum rate of 2%, decreasing to 1.75%, and 1.5% in certain circumstances,
−Removed: on net sales of licensed products covered under the License Agreement.
−Removed: Relmada will also pay Licensor tiered payments up to a maximum
−Removed: of 20%, and decreasing to 17.5%, and 15% in certain circumstances, of all consideration received by Relmada for sublicenses granted under
+Added: Pursuant to the Agreements,
+Added: Relmada assigned its existing rights, including patents and patent applications, to esmethadone in the context of psychiatric use (the
+Added: Existing Invention) to Licensor.
+Added: Licensor then granted Relmada under the License Agreement a perpetual, worldwide, and exclusive license
+Added: to commercialize the Existing Invention and certain further inventions regarding esmethadone in the context of other indications such
+Added: as those contemplated above.
+Added: In consideration of the rights granted to Relmada under the License Agreement, Relmada paid the Licensor
+Added: an upfront, non-refundable license fee of $ 180,000 .
+Added: Additionally, Relmada will pay Licensor $ 45,000 every three months until the earliest
+Added: to occur of the following events:
+Added: (i) the first commercial sale of a licensed product anywhere in the world, (ii) the expiration or invalidation
+Added: of the last to expire or be invalidated of the patent rights anywhere in the world, or (iii) the termination of the License Agreement.
+Added: Relmada will also pay Licensor tiered royalties with a maximum rate of 2 %, decreasing to 1.75 %, and 1.5 % in certain circumstances, on
+Added: net sales of licensed products covered under the License Agreement.
+Added: Relmada will also pay Licensor tiered payments up to a maximum of
+Added: 20 %, and decreasing to 17.5 %, and 15 % in certain circumstances, of all consideration received by Relmada for sublicenses granted under
the License Agreement.
−Removed: As of September 30, 2023, no events have occurred, and the Company continues to pay Licensor $ 45,000 every three
−Removed: Therapeutics, Inc.
−Removed: to Unaudited Condensed Consolidated Financial Statements
−Removed: 6 – COMMITMENTS AND CONTINGENCIES (continued)
−Removed: July 16, 2021, the Company entered into a License Agreement with Arbormentis, LLC, a privately held Delaware limited liability company,
−Removed: by which the Company acquired development and commercial rights to a novel psilocybin and derivate program from Arbormentis, LLC, worldwide
−Removed: excluding the countries of Asia.
−Removed: The Company will collaborate with Arbormentis, LLC on the development of new therapies targeting
−Removed: neurological and psychiatric disorders, leveraging its understanding of neuroplasticity, and focusing on this emerging new class of drugs
−Removed: targeting the neuroplastogen mechanism of action.
−Removed: Under the terms of the License Agreement, the Company paid Arbormentis, LLC an upfront
−Removed: fee of $ 12.7 million, consisting of a mix of cash and warrants to purchase the Company’s common stock, in addition to potential
−Removed: milestone payments totaling up to approximately $ 160 million related to pre-specified development and commercialization milestones.
−Removed: Arbormentis, LLC is also eligible to receive a low single digit royalty on net sales of any commercialized therapy resulting from this
−Removed: The license agreement is terminable by the Company but is perpetual and not terminable by the licensor absent material breach
−Removed: of its terms by the Company.
−Removed: new licensed program stems from an international collaboration among U.S., European and Swiss scientists that has focused on the discovery
−Removed: and development of compounds that may promote neural plasticity.
−Removed: Paolo Manfredi, Relmada’s Acting Chief Scientific Officer
−Removed: and co-inventor of REL-1017, and Dr.
−Removed: Marco Pappagallo, Relmada’ s prior Acting Chief Medical Officer, are among the scientists
−Removed: affiliated with Arbormentis, LLC.
−Removed: time to time, the Company may become involved in lawsuits and other legal proceedings that arise in the course of business.
−Removed: is subject to inherent uncertainties, and it is not possible to predict the outcome of litigation with total confidence.
−Removed: is currently not aware of any legal proceedings or potential claims against it whose outcome would be likely, individually or in the
−Removed: aggregate, to have a material adverse effect on the Company’s business, financial condition, operating results, or cash flows.
+Added: As of March 31, 2024, no events have occurred, and the Company continues to pay Licensor $ 45,000 every three months.
+Added: Arbormentis, LLC
+Added: On July 16, 2021, the Company entered into a
+Added: License Agreement with Arbormentis, LLC, a privately held Delaware limited liability company, by which the Company acquired development
+Added: and commercial rights to a novel psilocybin and derivate program from Arbormentis, LLC, worldwide excluding the countries of Asia.
+Added: The Company will collaborate with Arbormentis, LLC on the development of new therapies targeting neurological and psychiatric disorders,
+Added: leveraging its understanding of neuroplasticity, and focusing on this emerging new class of drugs targeting the neuroplastogen mechanism
+Added: Under the terms of the License Agreement, the Company paid Arbormentis, LLC an upfront fee of $ 12.7 million, consisting of
+Added: a mix of cash and warrants to purchase the Company’s common stock, in addition to potential milestone payments totaling up to approximately
+Added: $ 160 million related to pre-specified development and commercialization milestones.
+Added: Arbormentis, LLC is also eligible to receive
+Added: a low single digit royalty on net sales of any commercialized therapy resulting from this agreement.
+Added: The license agreement is terminable
+Added: by the Company but is perpetual and not terminable by the licensor absent material breach of its terms by the Company.
+Added: The new licensed program stems from an international
+Added: collaboration among U.S., European and Swiss scientists that has focused on the discovery and development of compounds that may promote
+Added: neural plasticity.
+Added: Paolo Manfredi, Relmada’s Acting Chief Scientific Officer and co-inventor of REL-1017, and Dr.
+Added: Pappagallo, Relmada’ s Safety/Adjudication Officer, are among the scientists affiliated with Arbormentis, LLC.
+Added: Relmada Therapeutics, Inc.
+Added: Notes to Unaudited Condensed Consolidated Financial
+Added: NOTE 6 - COMMITMENTS AND CONTINGENCIES (continued)
+Added: Leases and Sublease
On August 1, 2021, the Company relocated its corporate
1 unchanged sentence
The lease period was for five months .
−Removed: The lease agreement expired on December 31, 2021 and was renewed for the calendar year
+Added: The lease agreement expired on December 31, 2021 and was renewed for the calendar years
2022, 2023, and 2024, with monthly rent of approximately $ 9,000 , $ 7,000 , and $ 7,000 , respectively.
−Removed: Beginning on January 1, 2023, we also leased office space
−Removed: at 880 Third Avenue, 12 th Floor, New York, NY 10022 with monthly rent of approximately $ 14,500 that expires on December 31,
−Removed: In accordance with ASC 842, Leases , the Company recognizes rent expense evenly over the 12 months.
−Removed: For the nine months ended
−Removed: September 30, 2023 and 2022, the Company recognized lease expense of approximately $ 213,500 and $ 87,100 , respectively.
−Removed: June 8, 2017, the Company entered into an agreement with Actinium Pharmaceuticals, Inc.
−Removed: Pursuant to the terms of the agreement, Actinium
−Removed: licensed the furniture, fixtures, equipment and tenant improvements located in its office (FFE) for a license fee of $ 7,529 per month
−Removed: until December 8, 2022.
−Removed: On July 7, 2022, Actinium exercised its right to purchase the FFE for $ 52,698 .
−Removed: The license of FFE qualified as
−Removed: a sales type lease.
−Removed: At inception, the Company derecognized the underlying assets of $ 493,452 , recognized discounted lease payments receivable
−Removed: of $ 397,049 using the discount rate of 8.38 % and recognized loss on sales-type lease of fixed assets of $ 96,403 .
−Removed: As of September 30,
−Removed: 2023 and 2022 there was no unearned interest income.
−Removed: 7 – OTHER POST-RETIREMENT BENEFIT PLAN
−Removed: participates in a multiemployer 401(k) plan that permits eligible employees to contribute funds on a pretax basis subject to maximum
−Removed: allowed under federal tax provisions.
−Removed: The Company matches 100% of the first 3% of employee contributions, plus 50% of employee contributions
−Removed: that exceed 3% but do not exceed 5%.
−Removed: employees choose an amount from various investment options for both their contributions and the Company’s matching contribution.
−Removed: The Company’s contribution expense was approximately $ 118,800 and $ 87,900 for the nine months ended September 30, 2023 and 2022,
−Removed: respectively.
−Removed: 8 – SUBSEQUENT EVENTS
+Added: Beginning on January 1, 2023, we also leased office
+Added: space at 880 Third Avenue, 12 th Floor, New York, NY 10022 with monthly rent of approximately $ 14,500 :
+Added: that lease was terminated
+Added: on November 30, 2023 .
+Added: Beginning on December 1, 2023, we leased office
+Added: space at 12 E 49 th Street, New York, NY 10022 with monthly rent of approximately $ 12,000 ;
+Added: that lease expires on July 31, 2024 .
+Added: In accordance with ASC 842, Leases , the
+Added: Company has elected the practical expedient and recognizes rent expense evenly over the 12 months.
+Added: For the three months ended March 31, 2024 and
+Added: 2023, the Company recognized lease expense of approximately $ 62,400 and $ 51,700 , respectively.
+Added: From time to time, the Company may become involved
+Added: in lawsuits and other legal proceedings that arise in the course of business.
+Added: Litigation is subject to inherent uncertainties, and it
+Added: is not possible to predict the outcome of litigation with total confidence.
+Added: The Company is currently not aware of any legal proceedings
+Added: or potential claims against it whose outcome would be likely, individually or in the aggregate, to have a material adverse effect on
+Added: the Company’s business, financial condition, operating results, or cash flows.
+Added: NOTE 7 - OTHER POST-RETIREMENT BENEFIT PLAN
+Added: Relmada participates in a multiemployer 401(k)
+Added: plan that permits eligible employees to contribute funds on a pretax basis subject to maximum allowed under federal tax provisions.
+Added: Company matches 100 % of the first 3 % of employee contributions, plus 50 % of employee contributions that exceed 3 % but do not exceed 5 %.
+Added: The employees choose an amount from various investment
+Added: options for both their contributions and the Company’s matching contribution.
+Added: The Company’s contribution expense was approximately
+Added: $ 35,000 and $40,400 for the three months ended March 31, 2024 and 2023, respectively.
+Added: NOTE 8 - SUBSEQUENT EVENTS
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.