What changed in this filing

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Item 1. Financial Statements

2024-08-07 compared with 2024-05-08 · 168 added, 142 removed, 398 unchanged (44% of the section changed)

7 unchanged sentences

Total current assets

Commitments and Contingencies (See Note 6)

Liabilities and Stockholders’ Equity

Commitments and Contingencies (See Note 6)

Current liabilities:

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Total current liabilities

Total liabilities

Stockholders’ Equity:

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

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

Common stock, $ 0.001 par value, 150,000,000 shares authorized, 30,174,202

and 30,099,203 shares issued and outstanding, respectively

Common stock, $ 0.001 par value, 150,000,000 shares authorized, 30,174,202 and 30,099,203 shares issued and outstanding, respectively

Additional paid-in capital

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Three months ended

Six months ended

Operating expenses:

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( 26,026,726 )

Other income (expenses):

( 41,806,644 )

( 54,180,335 )

Other (expenses) income:

Interest/investment income, net

Realized gain (loss) on short-term investments

Unrealized gain on short-term investments

Total other income (expenses)

Realized (loss) gain on short-term investments

Unrealized (loss) gain on short-term investments

Total other income

$ ( 17,768,122 )

$ ( 25,302,954 )

$ ( 39,596,248 )

$ ( 51,624,530 )

Loss per common share – basic and diluted

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Relmada Therapeutics, Inc.

Condensed Consolidated Statements of Changes

in Stockholders’ Equity

Three months ended March 31, 2024

Condensed Consolidated Statements of Stockholders’

Three and Six months ended June 30, 2024

Balance – December 31, 2023

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( 582,730,807 )

Stock based compensation

( 17,768,122 )

Three months ended March 31, 2023

( 17,768,122 )

Balance – June 30, 2024

$ 661,960,383

$ ( 600,498,929 )

Three and Six months ended June 30, 2023

Balance - December 31, 2022

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( 488,432,511 )

Stock based compensation

( 25,302,954 )

Balance – June 30, 2023

$ 625,041,121

$ ( 513,735,465 )

$ 111,335,755

The accompanying notes are an integral part of

2 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Three months ended

Six months ended

Cash flows from operating activities

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Stock-based compensation

Realized (gain) loss on short-term investments

Unrealized gain on short-term investments

( 1,291,110 )

Realized loss (gain) on short-term investments

Unrealized (gain) loss on short-term investments

Change in operating assets and liabilities:

Other receivables

Prepaid expenses

Prepaid expenses and other assets

Accounts payable

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Net cash provided by financing activities

Net (decrease) increase in cash and cash

Net (decrease)/increase in cash and cash equivalents

( 2,005,308 )

1 unchanged sentence

Cash and cash equivalents at end of the period

Supplemental disclosure of cash flow information:

Cash paid during the period for:

The accompanying notes are an integral part of

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

Relmada is also developing a proprietary, modified-release formulation of psilocybin (REL-P11) for metabolic indications.

also developing a proprietary, modified-release formulation of psilocybin (REL-P11) for metabolic indications.

In addition to the normal risks associated with

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accounts and transactions have been eliminated in consolidation.

As shown in the accompanying unaudited condensed

consolidated financial statements, the Company incurred negative operating cash flows of $ 13,036,748 for the three months ended March

31, 2024 and has an accumulated deficit of $ 582,730,807 from inception through March 31, 2024.

As shown in the accompanying unaudited condensed consolidated financial

statements, the Company incurred negative operating cash flows of $ 26,299,773 for the six months ended June 30, 2024 and has an accumulated

deficit of $ 600,498,929 from inception through June 30, 2024.

Management believes that the Company’s

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Use of Estimates

The preparation of financial statements in conformity

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

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

reporting period.

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

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

assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and

expenses for the reporting period.

Actual results could differ from those estimates.

The significant estimates are stock-based compensation expenses and

recorded amounts related to income taxes.

The significant estimates are stock-based compensation

expenses and recorded amounts related to income taxes.

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Cash and Cash Equivalents

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held at two high-credit-quality financial institutions.

The Company’s cash and cash equivalents balance of $ 1,335,018 at March

The Company’s cash and cash equivalents balance of $ 2,086,260 at June 30,

2024 at these institutions exceed the federally insured limits.

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Short-term Investments

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

statement of operations.

statements of operations.

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

statement of cash flows.

Short-term investments at March 31, 2024 and December 31, 2023 consisted of mutual funds with a fair value of $ 82,277,687 and 92,232,292 ,

respectively.

statements of cash flows.

Short-term investments at June 30, 2024 and December

31, 2023, consisted of mutual funds with a fair value of $ 68,351,069 and $ 92,232,292 , respectively.

Costs related to filing and pursuing patent applications

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Fair value is defined as the price that would

be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at

the reporting date.

be received to sell an asset, or paid to transfer a liability (an exit price,) in an orderly transaction between market participants

at the reporting date.

A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices

1 unchanged sentence

The fair value hierarchy is as

Level 1 Inputs - Unadjusted quoted prices in active markets

for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 Inputs - Inputs other than quoted prices included in Level

1 that are observable for the asset or liability, either directly or indirectly.

These might include quoted prices for similar assets

or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs

other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds,

credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.

Level 3 Inputs - Prices or valuation techniques that require inputs

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

Level 1 Inputs – Unadjusted quoted

prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 Inputs – Inputs other

than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.

These might include

quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets

that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities,

prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other

Level 3 Inputs – Prices or valuation

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

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

As required by Accounting Standard Codification

(ASC) Topic No.

820 - 10 Fair Value Measurement , financial assets and liabilities are classified based on the lowest level of

input that is significant to the fair value measurement.

The Company’s assessment of the significance of a particular input to

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

820 – 10 Fair Value Measurement , financial assets and liabilities are classified based on the lowest level

of input that is significant to the fair value measurement.

The Company’s assessment of the significance of a particular input

to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement

within the fair value hierarchy levels.

The Company’s short-term investment instruments

of $ 82,277,687 at March 31, 2024 consist of mutual funds, bank deposits and money market funds and are classified using Level 1

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

Unrealized gains and losses are

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

The Company recorded unrealized gain of $ 50,713 and

an unrealized loss of $ 1,291,110 included in other income for the three months ended March 31, 2024 and 2023, respectively.

of $ 68,351,069 at June 30, 2024 consist of mutual funds, bank deposits and money market funds and are classified using Level 1 inputs

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

Unrealized gains and losses are recorded

in the condensed consolidated statements of operations under other income.

The Company recorded an unrealized loss of $ 45,465 and a realized

gain of $ 5,248 included in other income for the three and six months ended June 30, 2024, respectively.

The Company recorded an unrealized

loss of $ 639,634 and an unrealized gain of $ 651,476 included in other income for the three and six months ended June 30, 2023, respectively.

The Company accounts for income taxes using the

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

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The Company files a U.S.

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and administrative expenses in the statements of operations.

There were no liabilities recorded for uncertain tax positions at March

There were no liabilities recorded for uncertain tax positions at June 30,

2024 and December 31, 2023.

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of those instruments.

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Net Loss per Common Share

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basic and diluted shares outstanding due to the Company’s net losses in each period.

For the three months ended March 31, 2024 and

For the six months ended June 30, 2024 and 2023,

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

1 unchanged sentence

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

Three months ended

Six months ended

Stock options

15 unchanged sentences

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.

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.

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):

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.

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.

Subsequent Events

The Company’s management reviewed all material events through

the date the unaudited condensed consolidated financial statements were issued for subsequent event disclosure consideration.

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Subsequent Events

The Company’s management reviewed all material

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

NOTE 3 - PREPAID EXPENSES

7 unchanged sentences

Accrued vacation

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

NOTE 5 - STOCKHOLDERS’ EQUITY

During the three

months ended March 31, 2024, the Company issued 74,999 shares of common stock for the exercise

of options for proceeds of $ 246,747 .

During the six months ended June 30, 2024, the Company issued 74,999 shares

of common stock for the exercise of options for proceeds of $ 246,747 .

On April 6, 2022, the Company entered into a

2 unchanged sentences

We are not obligated to sell any shares under the

As of March 31, 2024, no shares have been issued under this agreement.

As of June 30, 2024, no shares have been issued under this agreement.

Options and Warrants

10 unchanged sentences

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.

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

2 unchanged sentences

period of 10 years from the date of grant and generally vest over four years .

As of March 31, 2024, no shares were available for future

grants under 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 by 4.5 million shares.

There can be no assurance such amendment will be approved.

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.

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

As of March 31, 2024, no stock appreciation rights

As of June 30, 2024, no shares were available

for future grants under the 2014 or 2021 Plan.

As of June 30, 2024, no stock appreciation rights

have been issued.

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

NOTE 5 - STOCKHOLDERS’ EQUITY (continued)

The Company utilizes the Black-Scholes option

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

From January 1, 2024 through March 31, 2024, 50,000 options

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

granted include time-based vesting grants.

The options have an aggregate fair value of approximately $ 148,000 calculated using the Black-Scholes

option-pricing model.

From January 1, 2024 through June 30, 2024, 487,434

options were issued to various consultants and employees with an exercise price ranging from $ 3.05 to $ 3.44 and a 10 -year term, vesting

over a 3.56 - 4 year period.

The options granted include time-based vesting grants.

The options have an aggregate fair value of approximately

$ 1.3 million calculated using the Black-Scholes option-pricing model.

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

(1) discount rate of 4.1 % (2) expected life

of 6.25 years, (3) expected volatility of 113.5 %, and (4) zero expected dividends.

At March 31, 2024, the Company has unrecognized

stock-based compensation expense of approximately $ 54.0 million related to unvested stock options which will be recognized over the weighted

average remaining service period of 2.30 years.

(1) discount rate of 4.10 – 4.51 % - (2) expected life of 5.92 - 6.25 years, (3) expected volatility of 113.5 % - 114.1 %, and (4)

zero expected dividends.

At June 30, 2024, the Company has unrecognized stock-based compensation

expense of approximately $ 39.2 million related to unvested stock options which will be recognized over the weighted average remaining

service period of 1.91 years.

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

NOTE 5 - STOCKHOLDERS’ EQUITY (continued)

A summary of the changes in options during the

three months ended March 31, 2024 is as follows:

six months ended June 30, 2024 is as follows:

Options Weighted

Share Weighted

(Years) Aggregate

Outstanding and expected to vest at December 31, 2023 17,416,192 $ 12.99 8.3 $ 11,183,370

Outstanding at March 31, 2024

Options exercisable at March 31, 2024

A summary of the changes in outstanding warrants during the three

months ended March 31, 2024 is as follows:

Outstanding Warrants at December 31, 2023

Outstanding at March 31, 2024

Warrants Vested at March 31, 2024

At March 31, 2024, the Company had approximately

Granted 487,434 $ 3.10 9.88 $ -

Exercised ( 74,999 ) $ -

Forfeited ( 18,407 ) $ -

Cancelled ( 4,757,628 ) $ -

Outstanding at June 30, 2024 13,052,592 $ 16.47 7.27 $ 352,084

Options exercisable at June 30, 2024 8,289,638 $ 19.59 6.69 $ 44,692

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

ended June 30, 2024 is as follows:

Outstanding at December 31, 2023

Outstanding at June 30, 2024

Warrants vested at June 30, 2024

At June 30, 2024, the Company had approximately

$ 1.7 million of unrecognized compensation expense related to outstanding warrants.

At March 31, 2024, the aggregate intrinsic value

At June 30, 2024, the aggregate intrinsic value

of warrants vested and outstanding was $ 0 .

2 unchanged sentences

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

for the three months ended March 31, 2024 and 2023 (rounded to nearest $00):

for the six months ended June 30, 2024 and 2023 (rounded to nearest $00):

Research and development

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

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

detail in the license agreement.

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

in discussions with other potential licensors.

As of March 31, 2024, no discussions are active between the Company and Wonpung.

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

in more detail in the license agreement.

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

engage in discussions with other potential licensors.

As of June 30, 2024, no discussions are active between the Company and Wonpung.

The Company received an upfront license fee of

17 unchanged sentences

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

As of March 31, 2024, the Company

As of June 30, 2024, the Company

has not generated any revenue related to this license agreement.

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the License Agreement.

As of March 31, 2024, no events have occurred, and the Company continues to pay Licensor $ 45,000 every three months.

As of June 30, 2024, no events have occurred, and the Company continues to pay Licensor $ 45,000 every three months.

Arbormentis, LLC

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

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

a mix of cash and warrants to purchase the Company’s common stock, in addition to potential milestone payments totaling up to approximately

$ 160 million related to pre-specified development and commercialization milestones.

Arbormentis, LLC is also eligible to receive

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

The license agreement is terminable

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

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

of a mix of cash and warrants to purchase the Company’s common stock, in addition to potential milestone payments totaling up to

approximately $ 160 million related to pre-specified development and commercialization milestones.

Arbormentis, LLC is also eligible

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

The license agreement

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

The new licensed program stems from an international

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Leases and Sublease

On August 1, 2021, the Company relocated its corporate

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

On August 1, 2021, the Company relocated its

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

The lease period was for five months .

1 unchanged sentence

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 lease was terminated

on November 30, 2023 .

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 lease 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 with monthly rent of approximately $ 12,000 ;

that lease expires on July 31, 2024 .

that lease was terminated on May

Beginning on May 29, 2024, we leased office space

at 12 E 49 th Street, New York, NY 10022 with monthly rent of approximately $ 10,500 ;

that lease expires on May 30, 2025.

In accordance with ASC 842, Leases , the

Company has elected the practical expedient and recognizes rent expense evenly over the 12 months.

For the three months ended March 31, 2024 and

For the six months ended June 30, 2024 and 2023,

the Company recognized lease expense of approximately $ 122,100 and $ 137,000 , respectively.

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The Company is currently not aware of any legal proceedings

or potential claims against it whose outcome would be likely, individually or in the aggregate, to have a material adverse effect on

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

or potential claims against it whose outcome would be likely, individually or in the aggregate, to have a material adverse effect on the

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

NOTE 7 - OTHER POST-RETIREMENT BENEFIT PLAN

5 unchanged sentences

The Company’s contribution expense was approximately

$ 35,000 and $40,400 for the three months ended March 31, 2024 and 2023, respectively.

$ 69,400 and $ 80,900 for the six months ended June 30, 2024 and 2023, respectively.

NOTE 8 - SUBSEQUENT EVENTS

On July 15, 2024, the Company issued 10,000 Cash-settled Stock

Appreciation Rights to a new employee with a term of 10 years, an exercise price of $ 3.84 , and vesting over 4 years.

On August 1, 2024, the Company issued 100,000 Cash-settled Stock Appreciation

Rights to a new employee with a term of 10 years, an exercise price of $ 3.69 , and vesting over 4 years.

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

What changed 10-Q

Item 1. Financial Statements