What changed in this filing

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Item 1. Financial Statements

2025-08-07 compared with 2025-05-12 · 337 added, 293 removed, 401 unchanged (61% of the section changed)

25 unchanged sentences

Total liabilities and stockholders’ equity

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

The accompanying notes are

an integral part of these unaudited condensed consolidated financial statements.

Relmada Therapeutics, Inc.

1 unchanged sentence

Three months ended

Six months ended

Operating expenses:

5 unchanged sentences

( 18,818,784 )

Other income:

( 28,439,742 )

( 41,806,644 )

Other (expenses) income:

Interest/investment income, net

Realized gain on short-term investments

Unrealized gain on short-term investments

Realized (loss) gain on short-term investments

Unrealized (loss) gain on short-term investments

Total other income

1 unchanged sentence

$ ( 17,768,122 )

$ ( 27,425,907 )

$ ( 39,596,248 )

Loss per common share – basic and diluted

5 unchanged sentences

in Stockholders’ Equity

Three months ended March 31, 2025

Three and Six months ended June 30, 2025

Balance – December 31, 2024

7 unchanged sentences

( 658,441,500 )

Stock based compensation

( 9,866,442 )

Three months ended March 31, 2024

( 9,866,442 )

Balance – June 30, 2025

$ 684,224,232

$ ( 668,307,942 )

Three and Six months ended June 30, 2024

Balance – December 31, 2023

7 unchanged sentences

( 582,730,807 )

Stock based compensation

( 17,768,122 )

Balance – June 30, 2024

$ 661,960,383

$ ( 600,498,929 )

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

6 unchanged sentences

Change in operating assets and liabilities:

Prepaid expenses

Prepaid expenses and other assets

Accounts payable

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Proceeds from options exercised for common stock

Net cash provided by financing activities

Net decrease in cash and cash equivalents

Net cash (used in)/provided by financing activities

Net (decrease)/increase in cash and cash equivalents

( 2,503,675 )

7 unchanged sentences

NOTE 1 - BUSINESS

Relmada Therapeutics,

(Relmada or the Company) (a Nevada corporation), is a clinical-stage, publicly traded biotechnology company focused on the development

of NDV-01 and Sepranolone.

NDV-01 is a novel,

controlled-release intravesical formulation of gemcitabine and docetaxel.

NDV-01 is currently in a Phase 2 clinical trial to assess its

safety and efficacy in patients with aggressive forms of non-muscle invasive bladder cancer (NMIBC).

Sepranolone is

a novel neurosteroid epimer of allopregnanolone.

Sepranolone is being developed for the potential treatment of Prader-Willi Syndrome,

Tourette Syndrome, excessive tremor and other diseases related to excessive GABAergic activity.

The Esmethadone (d-methadone, dextromethadone,

REL-1017) program has been paused pending a comprehensive data review of the data generated so far.

Esmethadone an N-methyl-D-aspartate

(NMDA) receptor antagonist.

Esmethadone is a new chemical entity (NCE) that potentially addresses areas of high unmet medical need in

the treatment of central nervous system (CNS) diseases and other disorders.

Relmada Therapeutics, Inc.

(Relmada or the Company)

(a Nevada corporation), is a clinical-stage, publicly traded biotechnology company focused on the development of NDV-01 and Sepranolone.

NDV-01 is a novel, controlled-release intravesical

formulation of gemcitabine and docetaxel.

NDV-01 is currently in a Phase 2 clinical trial to assess its safety and efficacy in patients

with aggressive forms of non-muscle invasive bladder cancer (NMIBC).

Sepranolone is a novel neurosteroid epimer of

allopregnanolone.

Sepranolone is being developed for the potential treatment of Prader-Willi Syndrome, Tourette Syndrome, excessive tremor

and other diseases related to excessive GABAergic activity.

The Esmethadone (d-methadone, dextromethadone, REL-1017) program has

been terminated effective July 7, 2025.

Relmada was also developing a proprietary, modified-release formulation

of psilocybin (REL-P11) for metabolic indications.

This program was terminated effective May 12, 2025, after a successful P1 study and

in light of the adversely changed regulatory environment affecting chronic administration of psylocibin and potentially other psychedelic

In addition to

the normal risks associated with a new business venture, there can be no assurance that the Company’s research and development

will be successfully completed or that any product will be approved or commercially viable.

The Company is subject to risks common to

companies in the biotechnology industry including, but not limited to, dependence on collaborative arrangements, development by the Company

or its competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, and compliance

with the Food and Drug Administration (FDA) and other governmental regulations and approval requirements.

On January 21,

2025, we received a deficiency letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market

advising that, for 30 consecutive business days preceding the notification letter, the Company did not meet the minimum $ 1.00 per share

bid price requirement for continued inclusion on The Nasdaq Global Select Market.

The deficiency letter does not result in the immediate

delisting of our common stock from the Nasdaq Global Select Market.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A) (the “Compliance

Period Rule”), we have been provided an initial period of 180 calendar days, or until July 21, 2025 (the “Compliance Date”),

to regain compliance with the minimum bid price requirement.

If, at any time before the Compliance Date, the bid price for our common

stock closes at $ 1.00 per share or more for a minimum of 10 consecutive business days, as required by the Compliance Period Rule, the

Staff will provide written notification to us that we comply with the minimum bid price requirement, unless the Staff exercises its discretion

to extend this 10-day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H).

While we intend to regain compliance with the minimum bid price requirement,

there can be no assurance that we will be able to maintain continued compliance with this rule or the other listing requirements of The

Nasdaq Stock Market.

If we were unable to meet these requirements, we would receive another delisting notice from the Nasdaq Stock Market

for failure to comply with one or more of the continued listing requirements.

If our common stock were to be delisted from The Nasdaq

Global Select Market, trading of our common stock most likely will be conducted in the over-the-counter market on an electronic bulletin

board established for unlisted securities such as the OTC Markets or in the “pink sheets.” Such a downgrading in our listing

market may limit our ability to make a market in our common stock and which may impact purchases or sales of our securities.

On February 3,

2025, the Company entered into an Asset Purchase Agreement (the Purchase Agreement) with Asarina Pharma AB (Asarina), a Swedish corporation,

pursuant to which the Company has agreed, subject to the terms and conditions set forth therein, to purchase from Asarina all right,

title, and interest in Sepranolone, a phase 2b ready neurosteroid being developed for the potential treatment of Prader-Willi Syndrome,

Tourette Syndrome, essential tremor and other diseases related to excessive GABAergic activity.

The total purchase price for Sepranolone

is € 3,000,000 .

The Company paid Asarina $ 2,756,000 on February 5, 2025, which includes a credit of $ 250,000 for a previous

payment made by the Company to Asarina pursuant to an exclusivity agreement dated October 25, 2024.

2025, we entered into an Exclusive License Agreement with Trigone, an Israeli company.

The license agreement is for Trigone’s

NDV-01 product, which is a novel, sustained-release, intravesical gemcitabine/docetaxel, ready-for-use product candidate for the

treatment of NMIBC.

Under the terms of the agreement, the Company made a $ 3,500,000 upfront payment on March 25, 2025, and issued

3,017,420 shares of common stock, which represented 10 % of the Company’s outstanding shares on such date, for exclusive worldwide rights

to NDV-01, excluding Israel, India and South Africa.

In addition, the Company will pay up to approximately $ 200 million

in development, regulatory and sales milestones pending successful commercialization.

The Company will also pay a royalty of 3 % on any

NOTE 2 - GOING

These unaudited

condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable

to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

As shown in the accompanying unaudited condensed consolidated financial statements, the Company has incurred losses and negative cash flows from operations since inception and expects to incur additional losses until such time that it can generate significant revenue from the commercialization of its product candidates.

During the three months ended March 31, 2025, the Company incurred a net loss of $ 17,559,465 and had negative operating cash flows of $ 18,067,033 .

Given the Company’s projected operating requirements and its existing cash and cash equivalents and short-term investments, the Company is projecting insufficient liquidity to sustain its operations through one year following the date that the financial statements are issued.

These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern.

This program was terminated effective May 12, 2025.

In addition to the normal risks associated with

a new business venture, there can be no assurance that the Company’s research and development will be successfully completed or

that any product will be approved or commercially viable.

The Company is subject to risks common to companies in the biotechnology industry

including, but not limited to, dependence on collaborative arrangements, development by the Company or its competitors of new technological

innovations, dependence on key personnel, protection of proprietary technology, and compliance with the Food and Drug Administration

(FDA) and other governmental regulations and approval requirements.

As previously disclosed, on January 21, 2025,

Relmada Therapeutics, Inc.

(the “Company”) received a written notification from the Listing Qualifications Department of the

Nasdaq Stock Market (“Nasdaq”) notifying the Company that, for the 30 consecutive business days ended January 17, 2025, the

Company’s security did not maintain a minimum bid price of $ 1 per share.

Nasdaq stated in its letter that in accordance with Nasdaq

Listing Rule 5810(c)(3)(A), the Company had a compliance period of 180 calendar days from the date of the notice (“Initial Compliance

Period”), and that it may regain compliance if the closing bid of the Company’s security is at least $ 1 for a minimum of ten

consecutive business days during the Initial Compliance Period, which ended on July 21, 2025.

On July 22, 2025, Nasdaq notified the Company

that it had approved the Company’s application to transfer its listing to the Nasdaq Capital Market.

The Company’s common

stock was transferred to the Nasdaq Capital Market at the opening of business on July 24, 2025.

Nasdaq also approved a 180-day extension,

or until January 19, 2026 (the “Compliance Period”), to regain compliance with the minimum bid price in accordance with Nasdaq

Listing Rule 5550(a)(2).

To regain compliance, the Company’s common stock must maintain a closing bid price of at least $ 1.00 per

share for a minimum of 10 consecutive business days at any time prior to the expiration of the Compliance Period.

The Company intends to actively monitor the Company’s bid price

during the Compliance Period and intends to take all reasonable measures available to regain compliance with the requirements for continued

listing on the Nasdaq Capital Market.

While the Company plans to make diligent efforts to maintain the listing of its common stock on

Nasdaq, there can be no assurance that the Company will be able to regain or maintain compliance with the applicable continued listing

standards set forth in the Nasdaq Listing Rules.

On February 3, 2025, the Company entered into

an Asset Purchase Agreement (the Purchase Agreement) with Asarina Pharma AB (Asarina), a Swedish corporation, pursuant to which the Company

has agreed, subject to the terms and conditions set forth therein, to purchase from Asarina all right, title, and interest in Sepranolone,

a phase 2b ready neurosteroid being developed for the potential treatment of Prader-Willi Syndrome, Tourette Syndrome, essential tremor

and other diseases related to excessive GABAergic activity.

The total purchase price for Sepranolone is € 3,000,000 .

paid Asarina $ 2,756,000 on February 5, 2025, which includes a credit of $ 250,000 for a previous payment made by the Company

to Asarina pursuant to an exclusivity agreement dated October 25, 2024.

On March 24, 2025, we entered into an

Exclusive License Agreement with Trigone, a privately held Israeli company.

The license agreement is for Trigone’s NDV-01 product, which is

a novel, sustained-release, intravesical gemcitabine/docetaxel, ready-for-use product candidate for the treatment of NMIBC.

the terms of the agreement, the Company made a $ 3,500,000 upfront payment on March 25, 2025, and issued 3,017,420 shares of common

stock, which represented 10 % of the Company’s outstanding shares on such date, for exclusive worldwide rights to NDV-01,

excluding Israel, India and South Africa.

In addition, the Company will pay up to approximately

$ 200 million in development, regulatory and commercial milestones pending successful commercialization.

The Company will also pay a royalty

of 3 % on any net sales.

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

NOTE 2 - GOING

CONCERN (continued)

In response to

these conditions, management is currently evaluating the size and scope of any subsequent operations and clinical trials that will affect

the timing to obtain the required funding of future operations.

Financing strategies may include, but are not limited to, the public

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

There can be no assurances that the Company will be able to secure additional financing, or if available, that it will be sufficient

to meet its needs or on favorable terms.

Because management’s plans have not yet been finalized and are not within the Company’s

control, the implementation of such plans cannot be considered probable.

As a result, the Company has concluded that management’s

plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern.

The unaudited

condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded

asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

NOTE 2 - GOING CONCERN

These unaudited condensed consolidated financial

statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates

the realization of assets and the satisfaction of liabilities in the normal course of business.

As shown in the accompanying unaudited condensed

consolidated financial statements, the Company has incurred losses and negative cash flows from operations since inception and expects

to incur additional losses until such time that it can generate significant revenue from the commercialization of its product candidates.

During the six months ended June 30, 2025, the Company incurred a net loss of $ 27,425,907 and had negative operating cash flows of $ 24,468,909 .

Given the Company’s projected operating requirements and its existing cash and cash equivalents and short-term investments, the

Company is projecting insufficient liquidity to sustain its operations through one year following the date that the financial statements

These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern.

In response to these conditions, management is

currently evaluating the size and scope of any subsequent operations and clinical trials that will affect the timing to obtain the required

funding of future operations.

Financing strategies may include, but are not limited to, the public or private sale of equity or debt

securities or from bank or other loans or through strategic collaboration and/or licensing agreements.

There can be no assurances that

the Company will be able to secure additional financing, or if available, that it will be sufficient to meet its needs or on favorable

Because management’s plans have not yet been finalized and are not within the Company’s control, the implementation

of such plans cannot be considered probable.

As a result, the Company has concluded that management’s plans do not alleviate substantial

doubt about the Company’s ability to continue as a going concern.

The unaudited condensed consolidated financial

statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts

and classification of liabilities that might result from the outcome of this uncertainty.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING

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GAAP for complete consolidated financial statements.

The unaudited condensed consolidated financial

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

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

Interim results are not necessarily indicative of the results for the

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

statements of the Company for the year ended December 31, 2024 and notes thereto contained in the Company’s Annual Report on Form

The unaudited condensed consolidated

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

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

Interim results are not necessarily indicative of the results

for the full year.

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

financial statements of the Company for the year ended December 31, 2024 and notes thereto contained in the Company’s Annual Report

on Form 10-K.

Principles of Consolidation

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

The Company’s cash and cash equivalents are carried at cost, which approximates

their fair value.

The Company’s cash and cash equivalents balance of $ 1,149,706 and $ 3,857,026 at March 31, 2025 and December 31,

2024, respectively, at these institutions exceed the federally insured limits.

The Company’s cash and cash equivalents are carried at cost, which

approximates their fair value.

The Company’s cash and cash equivalents balance of $ 1,353,351 and $ 3,857,026 at June 30, 2025 and

December 31, 2024, respectively, at these institutions exceed the federally insured limits.

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Short-term Investments

3 unchanged sentences

Substantially all equity investments

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

equity accounting methods.

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

statement of operations.

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

statement of cash flows.

Short-term investments at March 31, 2025 and December

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

using equity accounting methods.

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

consolidated statement of operations.

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

consolidated statement of cash flows.

Short-term investments at June 30, 2025 and December

31, 2024 consisted of mutual funds with a fair value of $ 19,266,190 and $ 41,052,356 , respectively.

5 unchanged sentences

operating leases or finance leases.

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

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

front-loaded expense.

The Company’s leases consists of operating leases for office space for terms of 12 months or less.

The Company does not

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

Instead, the Company recognizes short-term

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

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

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

certain to exercise.

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

does not recognize a lease liability or right-of-use asset on the balance sheet for short-term leases.

Instead, the Company recognizes

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

A short-term lease is defined as a lease that,

at the commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that

the lessee is reasonably certain to exercise.

Fair Value of Financial Instruments

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in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.

The fair value hierarchy is as follows:

Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.

These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.

Level 3 Inputs - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

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

Level 2 Inputs - Inputs

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

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

liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such

as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated

by market data by correlation or other means.

Level 3 Inputs - Prices

or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by

little or no market activity).

As required by Accounting Standard Codification

(ASC) Topic No.

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

that is significant to the fair value measurement.

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

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

the fair value hierarchy levels.

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 $ 25,911,326 at March 31, 2025 consist of mutual funds and are classified using Level 1 inputs

within the fair value hierarchy because they are valued using NAV.

Unrealized gains and losses are recorded in the condensed consolidated

statement of operations as unrealized gain on short-term investment.

The Company recorded unrealized gains of $ 155,731 and $ 50,713 included

in other income (expense) for the three months ended March 31, 2025 and 2024, respectively.

of $ 19,266,190 at June 30, 2025 consist of mutual funds and are classified using Level 1 inputs within the fair value hierarchy because

they are valued using NAV.

Unrealized gains and losses are recorded in the condensed consolidated statement of operations as unrealized

gain on short-term investment.

The Company recorded an unrealized loss of $ 13,797 and an unrealized gains of $ 141,934 included in other

income for the three and six months ended June 30, 2025, respectively.

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.

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The Company’s stock appreciation rights

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The volatility is calculated based on the Company’s historical stock price over a period of time.

As of March 31, 2025, the stock appreciation rights

liability had a fair value of $ 7,505 .

Significant inputs for Level 3 stock appreciation rights liability fair value measurement

at March 31, 2025 are (1) discount rate of 3.96 % - 4.03 %, (2) expected life of 5.50 – 6.00 years, (3) expected volatility of 128 %

- 131 %, (4) zero expected dividends, (5) stock price of $ 0.27 and (6) exercise price of $ 0.45 - $ 3.84 .

There have been no transfers in and out of level 3 during the three-months

ended March 31, 2025.

Relmada Therapeutics, Inc.

Notes to Unaudited Condensed Consolidated Financial

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

As of June 30, 2025, the stock appreciation rights liability had a

fair value of $ 32,116 .

Significant inputs for Level 3 stock appreciation rights liability fair value measurement at June 30, 2025

are (1) discount rate of 3.79 % - 3.89 %, (2) expected life of 5.25 – 6.25 years, (3) expected volatility of 132 % - 136 %, (4) zero

expected dividends, (5) stock price of $ 0.60 and (6) exercise price of $ 0.45 - $ 3.84 .

There have been no transfers in and out of level 3 during the three

and six months ended June 30, 2025, respectively.

The Company accounts for income taxes using the

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

As of March 31, 2025

As of June 30, 2025,

and December 31, 2024, the Company had recognized a valuation allowance to the full extent of the Company’s net deferred tax assets

7 unchanged sentences

expenses in the statements of operations.

There were no liabilities recorded for uncertain tax positions at March 31, 2025 and December

There were no liabilities recorded for uncertain tax positions at June 30, 2025 and December

The open tax years, subject to potential examination by the applicable taxing authority, for the Company are from December 31,

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Pursuant to the terms of the Company’s

Equity Incentive Plan, the Company may grant cash-settled Stock Appreciation Rights (“SARs”) that are classified as liabilities

under ASC 718 ( Compensation—Stock Compensation ).

These SARs allow employees to receive cash payments based on the appreciation

of the Company’s stock price over a specified period.

The initial fair value of SARs is determined on

the grant date using the Black-Scholes option pricing model.

2021 Equity Incentive Plan, the Company may grant cash-settled Stock Appreciation Rights (“SARs”) that are classified as

liabilities under ASC 718 ( Compensation—Stock Compensation ).

These SARs allow employees to receive cash payments based on

the appreciation of the Company’s stock price over a specified period.

The initial fair value of SARs is determined

on the grant date using the Black-Scholes option pricing model.

SARs are remeasured at fair value at each reporting date using the Black-Scholes

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

For the three months ended March 31, 2025 and

For the six months ended June 30, 2025 and 2024,

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

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the impact of this guidance on its disclosures.

In May 2025, the FASB issued ASU 2025-03, Business

Combinations (Topic 805) and Consolidation (Topic 810) .

This ASU provides clarifications related to step acquisitions and simplifies

certain consolidation assessments involving variable interest entities.

The standard is effective for the Company for annual periods beginning

January 1, 2026, and for interim periods beginning January 1, 2027.

Early adoption is permitted.

The Company is currently evaluating the

impact of this guidance on its consolidated financial statements.

In May 2025, the FASB issued ASU 2025-04, Compensation

– Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606).

This ASU clarifies when awards fall

under stock compensation guidance.

This standard is effective for the Company for annual periods beginning January 1, 2026, and interim

periods beginning January 1, 2027.

Early adoption is permitted.

The Company is currently evaluating the impact of this guidance on its

consolidated financial statements.

Relmada Therapeutics, Inc.

10 unchanged sentences

NOTE 6 - STOCK APPRECIATION RIGHTS

During the three months ended March 31, 2025,

300,000 cash-settled stock appreciation rights have been issued to consultants with an exercise price of $ 0.45 with a 10 -year term and

vesting over a 4 -year period.

During the six months ended June 30, 2025, 775,000 cash-settled stock

appreciation rights have been issued to employees and consultants with an exercise price ranging from $ 0.45 to $ 0.67 with a 10 -year term

and vesting over a 4 -year period.

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

(1) discount rate of 4.43 %, (2) expected

life of 6.25 years, (3) expected volatility of 135 %, and (4) zero expected dividends.

At March 31, 2025, the Company revalued the cash-settled

stock appreciation rights using a stock price of $ 0.27 and an exercise price of $ 0.45 - $ 3.84 .

(1) discount rate of 3.90 % - 4.43 %,

(2) expected life of 6.25 years, (3) expected volatility of 135 % - 140 %, and (4) zero expected dividends.

At June 30, 2025, the Company revalued the cash-settled stock appreciation

rights using a stock price of $ 0.60 and an exercise price ranging from $ 0.45 to $ 3.84 .

Variables used in the Black-Scholes option-pricing

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and (4) zero expected dividends.

As of March 31, 2025, the total liability related

As of June 30, 2025, the total liability related

to cash-settled SARs is $ 32,116 , reflecting the fair value as of the reporting date.

During the quarter ended March 31, 2025, the Company

recorded compensation related to the cash-settled SARs in the amount of $ 3,038 , included in research and development expenses in the accompanying

unaudited condensed consolidated statements of operations.

A summary of the changes in SARs during the three months ended March

For the six months ended June 30, 2025, the Company

recorded compensation related to the cash-settled SARs in the amount of $ 24,611 , included $ 24,439 and $ 172 in research and development

and general and administrative expense, respectively, in the accompanying unaudited condensed consolidated statements of operations.

A summary of the changes in SARs during the six months ended June

30, 2025 is as follows:

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Granted 775,000 $ 0.58 9.81 $ -

Outstanding at March 31, 2025 410,000 $ 1.32 9.65 $ -

SARs vested at March 31, 2025 -

At March 31, 2025, the Company has unrecognized

Outstanding at June 30, 2025 885,000 $ 0.97 9.72 $ -

SARs vested at June 30, 2025 - $ - - $ -

At June 30, 2025, the Company has unrecognized

compensation expense of approximately $ 440,800 related to unvested stock appreciation rights which will be recognized over the weighted

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NOTE 7 - STOCKHOLDERS’ EQUITY

During the year ended December 31, 2024, the Company

issued 74,999 shares of common stock for the exercise of options for proceeds of $ 246,747 .

During the three months ended March 31, 2025, the Company issued 3,017,420 shares

of restricted common stock in accordance with the license agreement with Trigone Pharma.

The Company recognized $ 905,226 of research and

development compensation expense related to the restricted common stock issued as part of the transaction.

On April 6, 2022, the Company entered into a

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

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

We are not obligated to sell any shares under the

As of March 31, 2025, no shares have been issued under this agreement.

During the six months ended June 30, 2025, the

Company issued 3,017,420 shares of restricted common stock in accordance with the license agreement with Trigone Pharma.

Company recognized $ 905,226 of research and development compensation expense related to the restricted common stock issued as part of

the transaction.

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 new

Open Market Sale Agreement with Jefferies, as sales agent (the “ATM”), pursuant to which we may offer and sell, from time

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

We are not obligated

to sell any shares under the agreement.

As of June 30, 2025, no shares have been issued under this agreement.

Options and Warrants

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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.

In May 2025, 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

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

From January 1, 2025 through March 31, 2025, 203,567 options

were issued with an exercise price of $ 0.30 and a 10 -year term, vesting over a 4 year period.

The options granted include

time-based vesting grants.

The options have an aggregate fair value of approximately $ 54,963 calculated using the Black-Scholes option-pricing

From January 1, 2025 through June 30, 2025, 3,103,567 options

were issued with a weighted average exercise price of $ 0.65 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 $ 1,894,177 calculated using the Black-Scholes option-pricing

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

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A summary of the changes in options during the

three months ended March 31, 2025 is as follows:

three months ended June 30, 2025 is as follows:

Options Weighted

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Cancelled ( 1,207,657 ) $ 17.34 - $ -

Outstanding at March 31, 2025 11,258,927 $ 16.24 6.46 $ -

Options exercisable at March 31, 2025 8,748,097 $ 19.02 6.02 $ -

At March 31, 2025, the Company has unrecognized stock-based compensation

expense of approximately $ 12.8 million related to unvested stock options which will be recognized over the weighted average remaining

service period of 1.99 years.

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

ended March 31, 2025 is as follows:

Outstanding at June 30, 2025 14,158,927 $ 13.05 6.98 $ 61,131

Options exercisable at June 30, 2025 9,162,258 $ 18.63 5.84 $ 66

At June 30, 2025, the Company has unrecognized

stock-based compensation expense of approximately $ 11.2 million related to unvested stock options which will be recognized over the weighted

average remaining service period of 2.98 years.

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

ended June 30, 2025 is as follows:

Outstanding Warrants at December 31, 2024

Outstanding at March 31, 2025

Warrants Vested at March 31, 2025

At March 31, 2025, the Company had approximately

Outstanding at June 30, 2025

Warrants Vested at June 30, 2025

At June 30, 2025, the Company had approximately

$ 56,800 of unrecognized compensation expense related to outstanding warrants.

At March 31, 2025, the aggregate intrinsic value

At June 30, 2025, the aggregate intrinsic value

of warrants vested and outstanding was $ 0 .

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

of operations for the three months ended March 31, 2025 and 2024 (rounded to nearest $00):

of operations for the six months ended June 30, 2025 and 2024 (rounded to nearest $00):

Research and development

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Third Party Licensor

Based upon a prior acquisition, the Company

assumed an obligation to pay a third party (Dr.

Based upon a prior acquisition, the Company assumed

an obligation to pay a third party (Dr.

Inturrisi and Dr.

Paolo Manfredi – see below):

(A) royalty payments

up to 2 % on net sales of licensed products that are not sold by sublicensee and (B) on each and every sublicense earned royalty

payment received by licensee from its sublicensee on sales of license product by sublicensee, the higher of (i) 20 % of the royalties

received by licensee;

(A) royalty payments up to 2 %

on net sales of licensed products that are not sold by sublicensee and (B) on each and every sublicense earned royalty payment received

by licensee from its sublicensee on sales of license product by sublicensee, the higher of (i) 20 % of the royalties received by licensee;

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

The Company will also make milestone payments of up to $ 4 or $ 2

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

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

March 31, 2025, the Company has not generated any revenue related to this license agreement.

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

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

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

As of June 30, 2025, the Company has not

generated any revenue related to this license agreement.

Inturrisi / Manfredi

In January 2018, we entered into an Intellectual

Property Assignment Agreement (the Assignment Agreement) and License Agreement (the License Agreement and together with the Assignment

Agreement, the Agreements) with Dr.

In January 2018, we entered into an Intellectual Property Assignment

Agreement (the Assignment Agreement) and License Agreement (the License Agreement and together with the Assignment Agreement, the Agreements) with

Inturrisi and Dr.

Paolo Manfredi (collectively, the Licensor).

Pursuant to the Agreements,

Relmada assigned its existing rights, including patents and patent applications, to esmethadone in the context of psychiatric use (the

Existing Invention) to Licensor.

Licensor then granted Relmada under the License Agreement a perpetual, worldwide, and exclusive license

to commercialize the Existing Invention and certain further inventions regarding esmethadone in the context of other indications such

as those contemplated above.

In consideration of the rights granted to Relmada under the License Agreement, Relmada paid the Licensor

an upfront, non-refundable license fee of $ 180,000 .

Additionally, Relmada will pay Licensor $ 45,000 every three months until the earliest

to occur of the following events:

(i) the first commercial sale of a licensed product anywhere in the world, (ii) the expiration or invalidation

of the last to expire or be invalidated of the patent rights anywhere in the world, or (iii) the termination of the License Agreement.

Relmada will also pay Licensor tiered royalties with a maximum rate of 2 %, decreasing to 1.75 %, and 1.5 % in certain circumstances, on

net sales of licensed products covered under the License Agreement.

Relmada will also pay Licensor tiered payments up to a maximum of

20 %, and decreasing to 17.5 %, and 15 % in certain circumstances, of all consideration received by Relmada for sublicenses granted under

the License Agreement.

As of March 31, 2025, no events have occurred, and the Company continues to pay Licensor $ 45,000 every three months.

Pursuant to the Agreements, Relmada assigned its existing

rights, including patents and patent applications, to esmethadone in the context of psychiatric use (the Existing Invention) to Licensor.

Licensor then granted Relmada under the License Agreement a perpetual, worldwide, and exclusive license to commercialize the Existing

Invention and certain further inventions regarding esmethadone in the context of other indications such as those contemplated above.

consideration of the rights granted to Relmada under the License Agreement, Relmada paid the Licensor an upfront, non-refundable license

fee of $ 180,000 .

Additionally, Relmada will pay Licensor $ 45,000 every three months until the earliest to occur of the following events:

(i) the first commercial sale of a licensed product anywhere in the world, (ii) the expiration or invalidation of the last to expire or

be invalidated of the patent rights anywhere in the world, or (iii) the termination of the License Agreement.

Relmada will also pay Licensor

tiered royalties with a maximum rate of 2 %, decreasing to 1.75 %, and 1.5 % in certain circumstances, on net sales of licensed products

covered under the License Agreement.

Relmada will also pay Licensor tiered payments up to a maximum of 20 %, and decreasing to 17.5 %, and

15 % in certain circumstances, of all consideration received by Relmada for sublicenses granted under the License Agreement.

30, 2025, no events have occurred, and the Company continued to pay Licensor $ 45,000 every three months.

See Note 11 below.

Arbormentis, LLC

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

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

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

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

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

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

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

On July 16, 2021, the Company entered into a

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

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

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

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

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

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

$ 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.

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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Arbormentis, LLC.

On May 12, 2025, the Company delivered to

Arbormentis LLC a formal notice of termination of the License Agreement, ending the Company’s participation in the previously

announced psilocybin development program.

As a result of the cancellation, all obligations under the license agreement with

Arbormentis will cease as of the effective termination date, which is 90 days after the date of notice.

On March 24, 2025, we entered into an Exclusive

License Agreement with Trigone, an Israeli company.

The license agreement is for Trigone’s NDV-01 product, which is a novel, sustained-release,

intravesical gemcitabine/docetaxel, ready-for-use product candidate for the treatment of NMIBC.

Under the terms of the agreement, the

Company made a $ 3,500,000 upfront payment on March 25, 2025, and issued 3,017,420 shares of common stock, which represent 10 % of the Company’s

outstanding shares, for exclusive worldwide rights to NDV-01, excluding Israel, India and South Africa.

In addition, the Company will pay up to $ 200 million

in development, regulatory and sales milestones pending successful commercialization.

The Company will also pay a royalty of 3 % on any

On May 12, 2025, the Company delivered to Arbormentis

LLC a formal notice of termination of the License Agreement, ending the Company’s participation in the previously announced psilocybin

development program.

As a result of the cancellation, all obligations under the license agreement with Arbormentis will cease as of the

effective termination date, which is 90 days after the date of notice.

Relmada Therapeutics, Inc.

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NOTE 8 - COMMITMENTS AND CONTINGENCIES (continued)

On March 24, 2025, we entered into an

Exclusive License Agreement with Trigone, a privately held Israeli company.

The license agreement is for Trigone’s NDV-01 product, which is

a novel, sustained-release, intravesical gemcitabine/docetaxel, ready-for-use product candidate for the treatment of NMIBC.

the terms of the agreement, the Company made a $ 3,500,000 upfront payment on March 25, 2025, and issued 3,017,420 shares of common

stock, which represent 10 % of the Company’s outstanding shares, for exclusive worldwide rights to NDV-01, excluding Israel,

India and South Africa.

In addition, the Company will pay up to $ 200

million in development, regulatory and commercial milestones pending successful commercialization.

The Company will also pay a royalty of

3 % on any net sales.

Leases and Subleases

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 .

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

that lease expires on May 30, 2025 .

that lease expired on May 30, 2025 with

the Company continuing to lease the space under a month-to-month option.

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, 2025 and

2024, the Company recognized lease expense of approximately $ 44,800 and $ 62,400 , respectively.

For the six months ended June 30, 2025 and 2024, the Company recognized

lease expense of approximately $ 98,500 and $ 122,100 , respectively.

From time to time, the Company may become involved

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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 9 - OTHER POSTRETIREMENT BENEFIT PLAN

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Company matches 100 % of the first 3 % of employee contributions, plus 50 % of employee contributions that exceed 3 % but do not exceed 5 %.

The employees choose an amount from various investment

options for both their contributions and the Company’s matching contribution.

The Company’s contribution expense was $ 47,700

and $ 35,000 for the three months ended March 31, 2025 and 2024, respectively.

The employees choose an amount from various investment options for

both their contributions and the Company’s matching contribution.

The Company’s contribution expense was approximately $ 100,700

and $ 69,400 for the six months ended June 30, 2025 and 2024, respectively.

NOTE 10 - SEGMENT REPORTING

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accordance with ASC 280, Segment Reporting .

Reportable operating segments are determined based on the management approach, as defined

by ASC 280, is based on the way that the chief operating decision-maker (CODM) organizes segments within the Company for making operating

decisions, assessing performance, and allocating resources.

Reportable segments are based on products and services, geography, legal structure,

management structure, or any other manner in which management disaggregates the Company.

Reportable operating segments are determined based on the management approach, as

defined by ASC 280, is based on the way that the chief operating decision-maker (CODM) organizes segments within the Company for making

operating decisions, assessing performance, and allocating resources.

Reportable segments are based on products and services, geography,

legal structure, management structure, or any other manner in which management disaggregates the Company.

Management determined the Company’s operations

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The following table provides the operating expenses

of our clinical stage drug development segment (rounded to the nearest $00):

of our clinical stage drug development segment for the three and six months ended June 30, 2025 and 2024 (rounded to the nearest $00):

Three months ended

Six months ended

Clinical Study Expense

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NOTE 11 - SUBSEQUENT EVENTS

On May 12, 2025, the Company delivered to Arbormentis

LLC a formal notice of termination of the Company’s License Agreement with Arbormentis LLC, ending the Company’s participation

in the previously announced psilocybin development program.

This decision was made following a strategic review of the Company’s

research and development priorities.

As a result of the cancellation, all obligations under the license agreement with Arbormentis will

cease as of the effective termination date, which is 90 days after the date of notice.

The Company does not expect any material financial

impact resulting from this termination.

On July 7, 2025, the Company delivered to the

Licensor under the License Agreement with Dr.

Inturrisi and Dr.

Paolo Manfredi formal notice of termination of the License

Agreement, ending the Company’s participation in the previously announced esmethadone development program.

As a result of the notice

of termination, all material obligations under the license agreement with the Licensor will cease 90 days after the date of the notice.

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