2 unchanged sentences
Condensed Consolidated Balance Sheets
+Added: September 30,
Current assets:
3 unchanged sentences
Total current assets
−Removed: Commitments and Contingencies (See Note 8)
Liabilities and Stockholders’ Equity
5 unchanged sentences
Total liabilities
+Added: Commitments and Contingencies (See Note 8)
Stockholders’ Equity:
8 unchanged sentences
Total liabilities and stockholders’ equity
−Removed: The accompanying notes are
−Removed: an integral part of these unaudited condensed consolidated financial statements.
+Added: The accompanying notes are an integral part of
+Added: these unaudited condensed consolidated financial statements.
Relmada Therapeutics, Inc.
1 unchanged sentence
Three months ended
−Removed: Six months ended
+Added: Nine months ended
+Added: September 30,
+Added: September 30,
Operating expenses:
10 unchanged sentences
Realized (loss) gain on short-term investments
−Removed: Unrealized (loss) gain on short-term investments
−Removed: Total other income
+Added: Unrealized gain on short-term investments
+Added: Total other (expense) income – net
$ ( 10,091,496 )
7 unchanged sentences
Relmada Therapeutics, Inc.
−Removed: Condensed Consolidated Statements of Changes
−Removed: in Stockholders’ Equity
−Removed: Three and Six months ended June 30, 2025
+Added: Condensed Consolidated Statements of
+Added: Changes in Stockholders’ Equity
+Added: Three and Nine months ended September 30, 2025
Balance – December 31, 2024
12 unchanged sentences
( 668,307,942 )
+Added: Stock-based compensation
( 10,091,496 )
−Removed: Three and Six months ended June 30, 2024
+Added: ( 10,091,496 )
+Added: Balance – September 30, 2025
+Added: $ 687,831,786
+Added: $ ( 678,399,438 )
+Added: Three and Nine months ended September 30, 2024
Balance – December 31, 2023
2 unchanged sentences
Stock-based compensation
−Removed: Options exercised for common stock
+Added: Options exercises for common stock
( 21,828,126 )
7 unchanged sentences
( 600,498,929 )
+Added: Stock-based compensation
( 21,725,970 )
+Added: ( 21,725,970 )
+Added: Balance – September 30, 2024
+Added: $ 669,819,907
+Added: $ ( 622,224,899 )
The accompanying notes are an integral part of
2 unchanged sentences
Condensed Consolidated Statements of Cash Flows
−Removed: Six months ended
+Added: Nine months ended
+Added: September 30,
Cash flows from operating activities
5 unchanged sentences
Unrealized gain on short-term investments
+Added: Fair value changes on stock appreciation rights
Change in operating assets and liabilities:
2 unchanged sentences
( 2,677,461 )
+Added: ( 1,160,468 )
Accrued expenses
1 unchanged sentence
( 2,947,571 )
−Removed: Stock appreciation rights compensation
Net cash used in operating activities
4 unchanged sentences
( 1,043,307 )
+Added: ( 11,424,986 )
Sale of short-term investments
3 unchanged sentences
Net cash (used in)/provided by financing activities
−Removed: Net (decrease)/increase in cash and cash equivalents
+Added: Net decrease in cash and cash equivalents
( 2,472,542 )
2 unchanged sentences
Cash and cash equivalents at end of the period
+Added: Supplemental disclosure of cash flow information:
+Added: Cash paid during the period for:
The accompanying notes are an integral part of
14 unchanged sentences
and other diseases related to excessive GABAergic activity.
−Removed: The Esmethadone (d-methadone, dextromethadone, REL-1017) program has
−Removed: been terminated effective July 7, 2025.
−Removed: Relmada was also developing a proprietary, modified-release formulation
−Removed: of psilocybin (REL-P11) for metabolic indications.
+Added: The Esmethadone (d-methadone, dextromethadone,
+Added: REL-1017) program has been terminated effective July 7, 2025.
+Added: Relmada was also developing a proprietary, modified-release
+Added: formulation of psilocybin (REL-P11) for metabolic indications.
This program was terminated effective May 12, 2025.
4 unchanged sentences
including, but not limited to, dependence on collaborative arrangements, development by the Company or its competitors of new technological
−Removed: innovations, dependence on key personnel, protection of proprietary technology, and compliance with the Food and Drug Administration
−Removed: (FDA) and other governmental regulations and approval requirements.
−Removed: As previously disclosed, on January 21, 2025,
−Removed: Relmada Therapeutics, Inc.
−Removed: (the “Company”) received a written notification from the Listing Qualifications Department of the
−Removed: Nasdaq Stock Market (“Nasdaq”) notifying the Company that, for the 30 consecutive business days ended January 17, 2025, the
−Removed: Company’s security did not maintain a minimum bid price of $ 1 per share.
−Removed: Nasdaq stated in its letter that in accordance with Nasdaq
−Removed: Listing Rule 5810(c)(3)(A), the Company had a compliance period of 180 calendar days from the date of the notice (“Initial Compliance
−Removed: 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
−Removed: consecutive business days during the Initial Compliance Period, which ended on July 21, 2025.
+Added: innovations, dependence on key personnel, protection of proprietary technology, and compliance with the Food and Drug Administration (FDA)
+Added: and other governmental regulations and approval requirements.
+Added: On January 21, 2025, Relmada Therapeutics, Inc.
+Added: (the “Company”) received a written notification from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”)
+Added: notifying the Company that, for the 30 consecutive business days ended January 17, 2025, the Company’s security did not maintain
+Added: a minimum bid price of $ 1 per share.
+Added: Nasdaq stated in its letter that in accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company
+Added: had a compliance period of 180 calendar days from the date of the notice (“Initial Compliance Period”), and that it may regain
+Added: compliance if the closing bid of the Company’s security is at least $ 1 for a minimum of ten consecutive business days during the
+Added: Initial Compliance Period, which ended on July 21, 2025.
On July 22, 2025, Nasdaq notified the Company
7 unchanged sentences
share for a minimum of 10 consecutive business days at any time prior to the expiration of the Compliance Period.
−Removed: The Company intends to actively monitor the Company’s bid price
−Removed: during the Compliance Period and intends to take all reasonable measures available to regain compliance with the requirements for continued
−Removed: listing on the Nasdaq Capital Market.
−Removed: While the Company plans to make diligent efforts to maintain the listing of its common stock on
−Removed: Nasdaq, there can be no assurance that the Company will be able to regain or maintain compliance with the applicable continued listing
−Removed: standards set forth in the Nasdaq Listing Rules.
+Added: On September 15, 2025, the Company received written
+Added: notice of compliance from Nasdaq stating that for 10 consecutive trading days, from August 29, 2025 to September 12, 2025, the closing
+Added: bid price of the Company’s common stock had been at $ 1.00 per share or greater, and accordingly, the Company regained compliance
+Added: with Nasdaq Listing Rule 5550(a)(2).
+Added: Nasdaq informed the Company in the compliance notice that it now considered this matter closed.
On February 3, 2025, the Company entered into
4 unchanged sentences
The total purchase price for Sepranolone is € 3,000,000 .
−Removed: paid Asarina $ 2,756,000 on February 5, 2025, which includes a credit of $ 250,000 for a previous payment made by the Company
−Removed: to Asarina pursuant to an exclusivity agreement dated October 25, 2024.
−Removed: On March 24, 2025, we entered into an
−Removed: Exclusive License Agreement with Trigone, a privately held Israeli company.
+Added: The Company paid
+Added: 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
+Added: pursuant to an exclusivity agreement dated October 25, 2024.
+Added: On March 24, 2025, the Company entered into an Exclusive
+Added: 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.
−Removed: 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
−Removed: stock, which represented 10 % of the Company’s outstanding shares on such date, for exclusive worldwide rights to NDV-01,
−Removed: excluding Israel, India and South Africa.
+Added: 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,
+Added: which represented 10 % of the Company’s outstanding shares on such date, for exclusive worldwide rights to NDV-01, excluding Israel,
+Added: India and South Africa.
In addition, the Company will pay up to approximately
8 unchanged sentences
the realization of assets and the satisfaction of liabilities in the normal course of business.
−Removed: As shown in the accompanying unaudited condensed
−Removed: consolidated financial statements, the Company has incurred losses and negative cash flows from operations since inception and expects
−Removed: to incur additional losses until such time that it can generate significant revenue from the commercialization of its product candidates.
−Removed: 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 .
−Removed: Given the Company’s projected operating requirements and its existing cash and cash equivalents and short-term investments, the
−Removed: Company is projecting insufficient liquidity to sustain its operations through one year following the date that the financial statements
−Removed: These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern.
−Removed: In response to these conditions, management is
−Removed: currently evaluating the size and scope of any subsequent operations and clinical trials that will affect the timing to obtain the required
−Removed: funding of future operations.
−Removed: Financing strategies may include, but are not limited to, the public or private sale of equity or debt
−Removed: securities or from bank or other loans or through strategic collaboration and/or licensing agreements.
−Removed: There can be no assurances that
−Removed: the Company will be able to secure additional financing, or if available, that it will be sufficient to meet its needs or on favorable
−Removed: Because management’s plans have not yet been finalized and are not within the Company’s control, the implementation
−Removed: of such plans cannot be considered probable.
−Removed: As a result, the Company has concluded that management’s plans do not alleviate substantial
−Removed: doubt about the Company’s ability to continue as a going concern.
−Removed: The unaudited condensed consolidated financial
−Removed: statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts
−Removed: and classification of liabilities that might result from the outcome of this uncertainty.
−Removed: NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING
+Added: As shown in the accompanying unaudited condensed consolidated financial
+Added: statements, the Company has incurred losses and negative cash flows from operations since inception and expects to incur additional losses
+Added: until such time that it can generate significant revenue from the commercialization of its product candidates.
+Added: During the nine months
+Added: ended September 30, 2025, the Company incurred a net loss of $ 37,517,403 and had negative operating cash flows of $ 31,190,765 .
+Added: At September,
+Added: 30, 2025, the Company was projecting insufficient liquidity to sustain its operations through one year following the date that the financial
+Added: statements are issued.
+Added: On November 5, 2025 the Company announced the
+Added: closing of its underwritten offering of 40,142,000 shares of its common stock and, in lieu of common stock to certain investors, pre-funded
+Added: warrants to purchase up to 5,315,000 shares of common stock.
+Added: The shares of common stock were sold at an offering price of $ 2.20 per share,
+Added: and the pre-funded warrants were sold at an offering price of $ 2.199 per pre-funded warrant, which represents the per share offering price
+Added: for the common stock less the $ 0.001 per share exercise price for each such pre-funded warrant.
+Added: The net proceeds to Relmada from the offering,
+Added: before deducting other expenses payable by Relmada, and excluding the exercise of any pre-funded warrants, are approximately $ 94 million.
+Added: As of the date of this report, 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 quarterly financial statements.
+Added: Beyond that point management
+Added: will evaluate the size and scope of any subsequent trials that will affect the timing of additional financings through public or private
+Added: sales of equity or debt securities or from bank or other loans or through strategic collaboration and/or licensing agreements.
+Added: expenditures related to any subsequent clinical trials will not be incurred until such additional financing is raised.
+Added: As a result, the
+Added: Company concluded that management’s plans alleviated substantial doubt about the Company’s ability to continue as a going
+Added: concern as of September 30, 2025 and the Company has sufficient funds to maintain operations for at least 12 months from the issuance
+Added: of these unaudited condensed consolidated financial statements.
+Added: NOTE 3 - SUMMARY OF SIGNIFICANT
+Added: ACCOUNTING POLICIES
Basis of Presentation
−Removed: The accompanying unaudited condensed consolidated
−Removed: financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States
−Removed: of America (U.S.
+Added: The accompanying unaudited condensed consolidated financial statements
+Added: and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S.
GAAP) for interim unaudited condensed consolidated financial information.
−Removed: Accordingly, they do not include all of the
−Removed: information and footnotes required by U.S.
+Added: Accordingly, they do not include all of the information and
+Added: footnotes required by U.S.
GAAP for complete consolidated financial statements.
−Removed: The unaudited condensed consolidated
−Removed: financial statements reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary
−Removed: for a fair statement of the results for the interim periods presented.
−Removed: Interim results are not necessarily indicative of the results
−Removed: for the full year.
−Removed: These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated
−Removed: financial statements of the Company for the year ended December 31, 2024 and notes thereto contained in the Company’s Annual Report
−Removed: on Form 10-K.
+Added: The unaudited condensed consolidated financial statements
+Added: reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement
+Added: of the results for the interim periods presented.
+Added: Interim results are not necessarily indicative of the results for the full year.
+Added: unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements
+Added: 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
6 unchanged sentences
GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
−Removed: of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the
−Removed: reporting period.
+Added: of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts
+Added: of revenues and expenses for the reporting period.
Actual results could differ from those estimates.
−Removed: The significant estimates are stock-based compensation expenses and
−Removed: recorded amounts related to income taxes.
+Added: The significant estimates are stock-based
+Added: compensation expenses and recorded amounts related to income taxes.
Cash and Cash Equivalents
3 unchanged sentences
are held at two high-credit-quality financial institutions.
−Removed: The Company’s cash and cash equivalents are carried at cost, which
−Removed: approximates their fair value.
−Removed: The Company’s cash and cash equivalents balance of $ 1,353,351 and $ 3,857,026 at June 30, 2025 and
−Removed: December 31, 2024, respectively, at these institutions exceed the federally insured limits.
+Added: The Company’s cash and cash equivalents are carried at cost, which approximates
+Added: their fair value.
+Added: The Company’s cash and cash equivalents balance of $ 1,384,484 and $ 3,857,026 at September 30, 2025 and December
+Added: 31, 2024, respectively, at these institutions exceed the federally insured limits.
Relmada Therapeutics, Inc.
2 unchanged sentences
Short-term Investments
−Removed: The Company’s investments consist entirely
−Removed: of mutual funds.
−Removed: The securities are measured at fair value based on the net asset value “NAV”.
−Removed: Substantially all equity investments
−Removed: in nonconsolidated entities are measured at fair value with recurring changes recognized in earnings, except for those accounted for
−Removed: using equity accounting methods.
−Removed: Changes in fair value of the securities are recorded as part of other income on the unaudited condensed
−Removed: consolidated statement of operations.
−Removed: Short-term investment activity is presented in the investing activities section on the condensed
−Removed: consolidated statement of cash flows.
−Removed: Short-term investments at June 30, 2025 and December
+Added: The Company’s investments consist entirely of mutual funds.
+Added: securities are measured at fair value based on the net asset value “NAV”.
+Added: Substantially all equity investments in nonconsolidated
+Added: entities are measured at fair value with recurring changes recognized in earnings, except for those accounted for using equity accounting
+Added: Changes in fair value of the securities are recorded as part of other income on the unaudited condensed consolidated statement
+Added: of operations.
+Added: Short-term investment activity is presented in the investing activities section on the condensed consolidated statement
+Added: of cash flows.
+Added: Short-term investments at September 30, 2025 and December 31, 2024
consisted of mutual funds with a fair value of $ 12,502,040 and $ 41,052,356 , respectively.
1 unchanged sentence
are recorded as general and administrative expense and expensed as incurred since recoverability of such expenditures is uncertain.
−Removed: The Company recognizes its leases with a term
−Removed: 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
−Removed: operating leases or finance leases.
−Removed: Operating leases will result in straight-line lease expense, while finance leases will result in
−Removed: front-loaded expense.
−Removed: The Company’s leases consists of operating leases for office space for terms of 12 months or less.
−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.
+Added: The Company recognizes its leases with a term of greater than a year
+Added: on the balance sheet by recording right-of-use assets and lease liabilities.
+Added: Leases can be classified as either operating leases or finance
+Added: Operating leases will result in straight-line lease expense, while finance leases will result in front-loaded expense.
+Added: The Company’s
+Added: leases consists of operating leases for office space for terms of 12 months or less.
+Added: The Company does not recognize a lease liability
+Added: or right-of-use asset on the balance sheet for short-term leases.
+Added: Instead, the Company recognizes short-term lease payments as an expense
+Added: on a straight-line basis over the lease term.
+Added: A short-term lease is defined as a lease that, at the commencement date, has a lease term
+Added: 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
−Removed: The Company’s financial instruments primarily
−Removed: include cash, short term investments, and stock appreciation rights.
−Removed: Due to the short-term nature of cash and accounts payable the carrying
−Removed: amounts of these assets and liabilities approximate their fair value.
−Removed: Fair value is defined as the price that would
−Removed: be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at
−Removed: the reporting date.
−Removed: A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices
−Removed: in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.
−Removed: The fair value hierarchy is as
−Removed: Level 1 Inputs - Unadjusted
−Removed: quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement
−Removed: Level 2 Inputs - Inputs
−Removed: other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.
−Removed: might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or
−Removed: 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 - Prices
−Removed: or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by
−Removed: little or no market activity).
+Added: The Company’s financial instruments primarily include cash, short
+Added: term investments, and stock appreciation rights.
+Added: Due to the short-term nature of cash and accounts payable the carrying amounts of these
+Added: assets and liabilities approximate their fair value.
+Added: Fair value is defined as the price that would be received to sell an
+Added: asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date.
+Added: value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for identical
+Added: assets or liabilities and the lowest priority to unobservable inputs.
+Added: The fair value hierarchy is as follows:
+Added: 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.
+Added: Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.
+Added: 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.
+Added: 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.
−Removed: 820 - 10 Fair Value Measurement , financial assets and liabilities are classified based on the lowest level of
−Removed: input that is significant to the fair value measurement.
−Removed: The Company’s assessment of the significance of a particular input to
−Removed: the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement
−Removed: within the fair value hierarchy levels.
−Removed: The Company’s short-term investment instruments
−Removed: 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
−Removed: they are valued using NAV.
−Removed: Unrealized gains and losses are recorded in the condensed consolidated statement of operations as unrealized
−Removed: gain on short-term investment.
−Removed: The Company recorded an unrealized loss of $ 13,797 and an unrealized gains of $ 141,934 included in other
−Removed: income for the three and six months ended June 30, 2025, respectively.
−Removed: The Company recorded an unrealized loss of $ 45,465 and a realized
−Removed: gain of $ 5,248 included in other income for the three and six months ended June 30, 2024, respectively.
+Added: 820 - 10 Fair Value Measurement , financial assets and liabilities are classified based on the lowest level of input
+Added: that is significant to the fair value measurement.
+Added: The Company’s assessment of the significance of a particular input to the fair
+Added: value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within
+Added: the fair value hierarchy levels.
+Added: The Company’s short-term investment instruments of $ 12,502,040
+Added: at September 30, 2025 consist of mutual funds and are classified using Level 1 inputs within the fair value hierarchy because they
+Added: are valued using NAV.
+Added: Unrealized gains and losses are recorded in the condensed consolidated statement of operations as unrealized gain
+Added: on short-term investment.
+Added: The Company recorded an unrealized gain of $ 70,275 and $ 212,210 included in other income for the three and nine
+Added: months ended September 30, 2025, respectively.
+Added: The Company recorded unrealized gains of $ 278,555 and $ 283,803 included in other income
+Added: for the three and nine months ended September 30, 2024, respectively.
Relmada Therapeutics, Inc.
8 unchanged sentences
The volatility is calculated based on the Company’s historical stock price over a period of time.
−Removed: As of June 30, 2025, the stock appreciation rights liability had a
−Removed: fair value of $ 32,116 .
−Removed: Significant inputs for Level 3 stock appreciation rights liability fair value measurement at June 30, 2025
+Added: As of September 30, 2025, the stock appreciation rights liability had
+Added: a fair value of $ 221,107 .
+Added: Significant inputs for Level 3 stock appreciation rights liability fair value measurement at September
30, 2025 are (1) discount rate of 3.74 % - 3.84 %, (2) expected life of 5 – 6 years, (3) expected volatility of 132 % - 137 %, (4) zero
expected dividends, (5) stock price of $ 2.01 and (6) exercise price of $ 0.45 - $ 3.84 .
−Removed: There have been no transfers in and out of level 3 during the three
−Removed: and six months ended June 30, 2025, respectively.
+Added: There have been no transfers in and out of level
+Added: 3 during the three and nine months ended September 30, 2025, respectively.
The Company accounts for income taxes using the
10 unchanged sentences
will either expire before the Company is able to realize the benefit, or that future deductibility is uncertain.
−Removed: As of June 30, 2025,
+Added: As of September 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.
−Removed: There were no liabilities recorded for uncertain tax positions at June 30, 2025 and December
+Added: There were no liabilities recorded for uncertain tax positions at September 30, 2025 and December
The open tax years, subject to potential examination by the applicable taxing authority, for the Company are from December 31,
18 unchanged sentences
Pursuant to the terms of the Company’s 2021
−Removed: 2021 Equity Incentive Plan, the Company may grant cash-settled Stock Appreciation Rights (“SARs”) that are classified as
−Removed: liabilities under ASC 718 ( Compensation—Stock Compensation ).
−Removed: These SARs allow employees to receive cash payments based on
−Removed: the appreciation of the Company’s stock price over a specified period.
+Added: Equity Incentive Plan, the Company may grant cash-settled Stock Appreciation Rights (SARs) that are classified as liabilities under ASC
+Added: 718 ( Compensation—Stock Compensation ).
+Added: These SARs allow employees to receive cash payments based on the appreciation of the
+Added: 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.
−Removed: SARs are remeasured at fair value at each reporting date using the Black-Scholes
−Removed: pricing model until they are exercised or expire.
−Removed: Changes in fair value are recognized in the income statement as a compensation expense.
−Removed: Compensation expense is recognized over the service period, which is the period during which employees are required to provide service
−Removed: in exchange for the award.
+Added: SARs are remeasured at fair value at each reporting date using the
+Added: Black-Scholes pricing model until they are exercised or expire.
+Added: Changes in fair value are recognized in the income statement as a
+Added: compensation expense.
+Added: Compensation expense is recognized over the service period, which is the period during which employees are
+Added: required to provide service in exchange for the award.
Upon exercise, the Company will settle SARs in
2 unchanged sentences
Notes to Unaudited Condensed Consolidated Financial
−Removed: NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
+Added: NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Net Loss per Common Share
2 unchanged sentences
outstanding for the period, without consideration for common stock equivalents.
−Removed: Diluted loss per common share attributable to common stockholders
−Removed: is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common share equivalents outstanding
−Removed: for the period determined using the treasury-stock method.
−Removed: Dilutive common stock equivalents are comprised of options and warrants to
−Removed: purchase common stock.
−Removed: For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares
−Removed: outstanding due to the Company’s net losses in each period.
−Removed: For the six months ended June 30, 2025 and 2024,
−Removed: the potentially dilutive securities that would be anti-dilutive due to the Company’s net loss are not included in the calculation
−Removed: of diluted net loss per share attributable to common stockholders.
−Removed: The anti-dilutive securities are as follows (in common stock equivalent
−Removed: Six months ended
+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 nine months ended September 30, 2025 and 2024, the potentially
+Added: dilutive securities that would be anti-dilutive due to the Company’s net loss are not included in the calculation of diluted net
+Added: loss per share attributable to common stockholders.
+Added: The anti-dilutive securities are as follows (in common stock equivalent shares):
+Added: Nine months ended
+Added: September 30,
+Added: September 30,
Stock options
3 unchanged sentences
2023-07, “ Segment Reporting (Topic 280):
−Removed: Improvements to Reportable Segment Disclosures ” which expands annual and interim disclosures
−Removed: for reportable segments, primarily through enhanced disclosures about significant segment expenses.
−Removed: ASU 2023-07 is effective for our annual
−Removed: periods beginning January 1, 2024, and for interim periods beginning January 1, 2025, with early adoption permitted.
−Removed: The Company adopted
−Removed: this standard effective January 1, 2024 and the standard did not have significant impact on our consolidated financial statements.
+Added: Improvements to Reportable Segment Disclosures ” which expands annual and
+Added: interim disclosures for reportable segments, primarily through enhanced disclosures about significant segment expenses.
+Added: was effective for our annual periods beginning January 1, 2024, and for interim periods beginning January 1, 2025, with early
+Added: adoption permitted.
+Added: The Company adopted this standard effective January 1, 2024 and the standard did not have significant impact on
+Added: our consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09,
6 unchanged sentences
on our consolidated financial statement disclosures.
+Added: In July 2025, the One Big Beautiful Bill Act (OBBBA)
+Added: was enacted in the United States.
+Added: The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act of 2017, including domestic research
+Added: cost expensing among other changes.
+Added: Many of the tax provisions of the OBBBA are designed to accelerate tax deductions, which could lead
+Added: to lower tax payments.
+Added: The new legislation has multiple effective dates, with certain provisions effective in 2025 and others in the future.
+Added: While the Company continues to assess the impact of the tax provisions of the OBBBA on its condensed consolidated financial statements,
+Added: the Company currently believes that the tax provisions of the legislation are not expected to have a material impact on the Company’s
+Added: Statement of Operations.
Recent Accounting Standards
17 unchanged sentences
The standard is effective for the Company for annual periods beginning
−Removed: January 1, 2026, and for interim periods beginning January 1, 2027.
+Added: January 1, 2026, and for interim periods beginning January 1, 2027, with updates applied prospectively.
Early adoption is permitted.
−Removed: The Company is currently evaluating the
−Removed: impact of this guidance on its consolidated financial statements.
+Added: 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).
−Removed: This ASU clarifies when awards fall
−Removed: under stock compensation guidance.
−Removed: This standard is effective for the Company for annual periods beginning January 1, 2026, and interim
−Removed: periods beginning January 1, 2027.
+Added: This ASU clarifies when awards
+Added: fall under stock compensation guidance.
+Added: This standard is effective for the Company for annual periods beginning January 1, 2026, and
+Added: interim periods beginning January 1, 2027, with updates applied retrospectively or modified retrospectively.
Early adoption is permitted.
−Removed: The Company is currently evaluating the impact of this guidance on its
−Removed: consolidated financial statements.
+Added: The Company is
+Added: currently evaluating the impact of this guidance on its consolidated financial statements.
Relmada Therapeutics, Inc.
2 unchanged sentences
Prepaid expenses consisted of the following (rounded to nearest $00):
+Added: September 30,
Research and Development
1 unchanged sentence
Accrued expenses consisted of the following (rounded to nearest $00):
+Added: September 30,
Research and development
3 unchanged sentences
NOTE 6 - STOCK APPRECIATION RIGHTS
−Removed: During the six months ended June 30, 2025, 775,000 cash-settled stock
−Removed: 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
−Removed: and vesting over a 4 -year period.
+Added: During the nine months ended September 30, 2025,
+Added: 775,000 cash-settled SARs were issued to employees and consultants with an exercise price ranging from $ 0.45 to $ 0.67 with a 10 -year
+Added: term and vesting over a 4 -year period.
Variables used in the Black-Scholes option-pricing model include:
1 unchanged sentence
4.43 %, (2) expected life of 6.25 years, (3) expected volatility of 135 % - 140 %, and (4) zero expected dividends.
−Removed: At June 30, 2025, the Company revalued the cash-settled stock appreciation
−Removed: rights using a stock price of $ 0.60 and an exercise price ranging from $ 0.45 to $ 3.84 .
−Removed: Variables used in the Black-Scholes option-pricing
−Removed: model include:
−Removed: (1) discount rate of 3.79 % - 3.89 %, (2) expected life of 5.25 – 6.25 years, (3) expected volatility of 132 % - 136 %
−Removed: and (4) zero expected dividends.
−Removed: As of June 30, 2025, the total liability related
−Removed: to cash-settled SARs is $ 32,116 , reflecting the fair value as of the reporting date.
−Removed: For the six months ended June 30, 2025, the Company
−Removed: recorded compensation related to the cash-settled SARs in the amount of $ 24,611 , included $ 24,439 and $ 172 in research and development
−Removed: and general and administrative expense, respectively, in the accompanying unaudited condensed consolidated statements of operations.
−Removed: A summary of the changes in SARs during the six months ended June
+Added: At September 30, 2025, the Company revalued the
+Added: cash-settled SARs using a stock price of $ 2.01 and an exercise price ranging from $ 0.45 to $ 3.84 .
+Added: Variables used
+Added: in the Black-Scholes option-pricing model include:
+Added: (1) discount rate of 3.74 % - 3.84 %, (2) expected life of 5 – 6 years, (3) expected
+Added: volatility of 132 % - 137 % and (4) zero expected dividends.
+Added: As of September 30, 2025, the total liability
+Added: related to cash-settled SARs is $ 221,107 , reflecting the fair value as of the reporting date.
+Added: For the nine months ended September 30,
+Added: 2025, the Company recorded compensation related to the cash-settled SARs in the amount of $ 216,640 , included $ 202,159 and $ 14,481 research
+Added: and development and general and administrative expense, respectively, in the accompanying unaudited condensed consolidated statements
+Added: of operations.
+Added: A summary of the changes in SARs during the nine months ended September
30, 2025 is as follows:
5 unchanged sentences
Granted 775,000 $ 0.58 9.56 $ -
−Removed: Outstanding at June 30, 2025 885,000 $ 0.97 9.72 $ -
−Removed: SARs vested at June 30, 2025 - $ - - $ -
−Removed: At June 30, 2025, the Company has unrecognized
−Removed: compensation expense of approximately $ 440,800 related to unvested stock appreciation rights which will be recognized over the weighted
+Added: Outstanding at September 30, 2025 885,000 $ 0.97 9.47 $ -
+Added: SARs vested at September 30, 2025 -
+Added: At September 30, 2025, the Company has unrecognized
+Added: compensation expense of approximately $ 1,450,100 related to unvested SARs which will be recognized over the weighted
average remaining service period of 3.46 years.
2 unchanged sentences
NOTE 7 - STOCKHOLDERS’ EQUITY
−Removed: During the six months ended June 30, 2025, the
−Removed: Company issued 3,017,420 shares of restricted common stock in accordance with the license agreement with Trigone Pharma.
−Removed: Company recognized $ 905,226 of research and development compensation expense related to the restricted common stock issued as part of
−Removed: the transaction.
−Removed: During the six months ended June 30, 2024, the
−Removed: Company issued 74,999 shares of common stock for the exercise of options for proceeds of $ 246,747 .
+Added: During the nine months ended September 30, 2025,
+Added: the Company issued 3,017,420 shares of restricted common stock in accordance with the license agreement with Trigone Pharma.
+Added: The Company recognized $ 905,226 of research and development compensation expense related to the restricted common stock issued as part
+Added: of the transaction.
+Added: During the nine months ended September 30, 2024,
+Added: 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
3 unchanged sentences
to sell any shares under the agreement.
−Removed: As of June 30, 2025, no shares have been issued under this agreement.
+Added: As of September 30, 2025, no shares have been issued under this agreement.
+Added: On November 5, 2025 the Company announced the closing of its underwritten
+Added: offering of 40,142,000 shares of its common stock and, in lieu of common stock to certain investors, pre-funded warrants to purchase up
+Added: to 5,315,000 shares of common stock.
+Added: The shares of common stock were sold at an offering price of $ 2.20 per share, and the pre-funded
+Added: warrants were sold at an offering price of $ 2.199 per pre-funded warrant, which represents the per share offering price for the common
+Added: stock less the $ 0.001 per share exercise price for each such pre-funded warrant.
+Added: The net proceeds to Relmada from the offering, before
+Added: deducting other expenses payable by Relmada, and excluding the exercise of any pre-funded warrants, are approximately $ 94 million.
Options and Warrants
−Removed: In December 2014, the Board of Directors adopted,
−Removed: and the Company’s shareholders approved Relmada’s 2014 Stock Option and Equity Incentive Plan, as amended (the “Plan”),
−Removed: which allows for the granting of 5,152,942 common stock awards, stock appreciation rights, and incentive and nonqualified stock options
−Removed: to purchase shares of the Company’s common stock to designated employees, non-employee directors, and consultants and advisors.
+Added: In December 2014, the Board of Directors adopted, and the Company’s
+Added: shareholders approved Relmada’s 2014 Stock Option and Equity Incentive Plan, as amended (the “Plan”), which allows for
+Added: the granting of 5,152,942 common stock awards, stock appreciation rights, and incentive and nonqualified stock options to purchase shares
+Added: of the Company’s common stock to designated employees, non-employee directors, and consultants and advisors.
In May 2021, the Company’s Board of Directors
5 unchanged sentences
In May 2023, the Company’s Board of Directors
−Removed: adopted and shareholders approved an amendment to the 2021 Plan to increase the shares of the Company’s common stock available
−Removed: for issuance thereunder by 2,500,000 shares.
−Removed: 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
issuance thereunder by 2,500,000 shares.
+Added: In May 2025, 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 2,000,000 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 .
−Removed: The Company uses the simplified method for share-based
−Removed: compensation to estimate the expected term for employee option awards for share-based compensation in its option-pricing model.
−Removed: From January 1, 2025 through June 30, 2025, 3,103,567 options
−Removed: were issued with a weighted average exercise price of $ 0.65 and a 10 -year term, vesting over a 4 year period.
−Removed: granted include time-based vesting grants.
−Removed: The options have an aggregate fair value of $ 1,894,177 calculated using the Black-Scholes option-pricing
+Added: The Company uses the simplified method for share-based compensation
+Added: to estimate the expected term for employee option awards for share-based compensation in its option-pricing model.
+Added: From January 1, 2025 through September 30, 2025,
+Added: 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
+Added: The options granted include time-based vesting grants.
+Added: The options have an aggregate fair value of $ 1,894,177 calculated using
+Added: the Black-Scholes option-pricing model.
Variables used in the Black-Scholes option-pricing model include:
−Removed: (1) discount rate of 3.90 % - 4.16 % (2) expected life of 6.25 years,
−Removed: (3) expected volatility of 126 % - 132 %, and (4) zero expected dividends.
+Added: (1) discount rate of 3.90 %
+Added: - 4.16 % (2) expected life of 6.25 years, (3) expected volatility of 126 % - 132 %, and (4) zero expected dividends.
Relmada Therapeutics, Inc.
2 unchanged sentences
A summary of the changes in options during the
−Removed: three months ended June 30, 2025 is as follows:
+Added: three months ended September 30, 2025 is as follows:
Options Weighted
4 unchanged sentences
Cancelled ( 1,216,598 ) $ 17.39 -
−Removed: Outstanding at June 30, 2025 14,158,927 $ 13.05 6.98 $ 61,131
−Removed: Options exercisable at June 30, 2025 9,162,258 $ 18.63 5.84 $ 66
−Removed: At June 30, 2025, the Company has unrecognized
+Added: Outstanding at September 30, 2025 14,149,986 $ 13.05 6.73 $ 4,218,100
+Added: Options exercisable at September 30, 2025 9,732,827 $ 17.96 5.72 $ 242,635
+Added: At September 30, 2025, the Company has unrecognized
stock-based compensation expense of approximately $ 7.7 million related to unvested stock options which will be recognized over the weighted
average remaining service period of 2.87 years.
−Removed: A summary of the changes in outstanding warrants during the six months
−Removed: ended June 30, 2025 is as follows:
+Added: A summary of the changes in outstanding warrants during the nine months
+Added: ended September 30, 2025 is as follows:
Outstanding Warrants at December 31, 2024
−Removed: Outstanding at June 30, 2025
−Removed: Warrants Vested at June 30, 2025
−Removed: At June 30, 2025, the Company had approximately
−Removed: $ 56,800 of unrecognized compensation expense related to outstanding warrants.
−Removed: At June 30, 2025, the aggregate intrinsic value
−Removed: of warrants vested and outstanding was $ 0 .
+Added: Outstanding at September 30, 2025
+Added: Warrants Vested at September 30, 2025
+Added: At September 30, 2025, the Company does not have
+Added: any unrecognized compensation expense related to outstanding warrants.
+Added: At September 30, 2025, the aggregate intrinsic
+Added: value of warrants vested and outstanding was $ 0 .
Stock-based compensation by class of expense
1 unchanged sentence
of stock-based compensation expense which includes restricted stock, stock options, and warrants in the unaudited consolidated statements
−Removed: of operations for the six months ended June 30, 2025 and 2024 (rounded to nearest $00):
+Added: of operations for the nine months ended September 30, 2025 and 2024 (rounded to nearest $00):
+Added: September 30,
+Added: September 30,
Research and development
13 unchanged sentences
or (ii) up to 2 % of net sales of sublicensee.
−Removed: The Company will also make milestone payments of up to $ 4 or $ 2 million, for the first
−Removed: commercial sale of product in the field that has a single active pharmaceutical ingredient, and for the first commercial sale of product
−Removed: in the field of product that has more than one active pharmaceutical ingredient, respectively.
−Removed: As of June 30, 2025, the Company has not
−Removed: generated any revenue related to this license agreement.
+Added: The Company will also make milestone payments of up to $ 4 or $ 2 million, for the first commercial
+Added: sale of product in the field that has a single active pharmaceutical ingredient, and for the first commercial sale of product in the field
+Added: of product that has more than one active pharmaceutical ingredient, respectively.
+Added: As of September 30, 2025, the Company has not generated
+Added: any revenue related to this license agreement.
Inturrisi / Manfredi
−Removed: In January 2018, we entered into an Intellectual Property Assignment
−Removed: Agreement (the Assignment Agreement) and License Agreement (the License Agreement and together with the Assignment Agreement, the Agreements) with
+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: Pursuant to the Agreements, Relmada assigned its existing
−Removed: rights, including patents and patent applications, to esmethadone in the context of psychiatric use (the Existing Invention) to Licensor.
−Removed: Licensor then granted Relmada under the License Agreement a perpetual, worldwide, and exclusive license to commercialize the Existing
−Removed: Invention and certain further inventions regarding esmethadone in the context of other indications such as those contemplated above.
−Removed: consideration of the rights granted to Relmada under the License Agreement, Relmada paid the Licensor an upfront, non-refundable license
−Removed: fee of $ 180,000 .
−Removed: Additionally, Relmada will pay Licensor $ 45,000 every three months until 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 or invalidation of the last to expire or
−Removed: be invalidated of the patent rights anywhere in the world, or (iii) the termination of the License Agreement.
−Removed: Relmada will also pay Licensor
−Removed: tiered royalties with a maximum rate of 2 %, decreasing to 1.75 %, and 1.5 % in certain circumstances, on net sales of licensed products
−Removed: covered under the License Agreement.
−Removed: Relmada will also pay Licensor tiered payments up to a maximum of 20 %, and decreasing to 17.5 %, and
−Removed: 15 % in certain circumstances, of all consideration received by Relmada for sublicenses granted under the License Agreement.
−Removed: 30, 2025, no events have occurred, and the Company continued to pay Licensor $ 45,000 every three months.
−Removed: See Note 11 below.
+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
+Added: the License Agreement.
+Added: On July 7, 2025, the Company delivered to the Licensor formal notice
+Added: of termination of the License Agreement, ending the Company’s participation in the previously announced esmethadone development
+Added: As a result of the notice of termination, all material obligations under the license agreement with the Licensor will ceased
+Added: as of October 5, 2025, which was 90 days after the date of the notice.
+Added: There were no fees or costs associated with the termination of
+Added: the License Agreement.
Arbormentis, LLC
−Removed: On July 16, 2021, the Company entered into a
−Removed: License Agreement with Arbormentis, LLC, a privately held Delaware limited liability company, by which the Company acquired development
−Removed: and commercial rights to a novel psilocybin and derivate program from Arbormentis, LLC, worldwide excluding the countries of Asia.
−Removed: The Company will collaborate with Arbormentis, LLC on the development of new therapies targeting neurological and psychiatric disorders,
−Removed: leveraging its understanding of neuroplasticity, and focusing on this emerging new class of drugs targeting the neuroplastogen mechanism
−Removed: Under the terms of the License Agreement, the Company paid Arbormentis, LLC an upfront fee of $ 12.7 million, consisting of
−Removed: a mix of cash and warrants to purchase the Company’s common stock, in addition to potential milestone payments totaling up to approximately
+Added: On July 16, 2021, the Company entered into a License
+Added: Agreement with Arbormentis, LLC, a privately held Delaware limited liability company, by which the Company acquired development and
+Added: commercial rights to a novel psilocybin and derivate program from Arbormentis, LLC, worldwide excluding the countries of Asia.
+Added: Company will collaborate with Arbormentis, LLC on the development of new therapies targeting neurological and psychiatric disorders, leveraging
+Added: its understanding of neuroplasticity, and focusing on this emerging new class of drugs targeting the neuroplastogen mechanism of action.
+Added: 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
+Added: 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.
−Removed: Arbormentis, LLC is also eligible to receive
−Removed: a low single digit royalty on net sales of any commercialized therapy resulting from this agreement.
−Removed: The license agreement is terminable
−Removed: by the Company but is perpetual and not terminable by the licensor absent material breach of its terms by the Company.
+Added: Arbormentis, LLC is also eligible to receive a low
+Added: single digit royalty on net sales of any commercialized therapy resulting from this agreement.
+Added: The license agreement is terminable by
+Added: 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
4 unchanged sentences
Arbormentis, LLC.
−Removed: On May 12, 2025, the Company delivered to Arbormentis
−Removed: LLC a formal notice of termination of the License Agreement, ending the Company’s participation in the previously announced psilocybin
−Removed: development program.
−Removed: As a result of the cancellation, all obligations under the license agreement with Arbormentis will cease as of the
−Removed: effective termination date, which is 90 days after the date of notice.
+Added: On May 12, 2025, the Company delivered to Arbormentis LLC a formal
+Added: notice of termination of the License Agreement, ending the Company’s participation in the previously announced psilocybin development
+Added: As a result of the cancellation, all obligations under the license agreement with Arbormentis ceased as of August 10, 2025, which
+Added: was 90 days after the date of notice.
+Added: There were no fees or costs associated with the termination of the License Agreement.
Relmada Therapeutics, Inc.
1 unchanged sentence
NOTE 8 - COMMITMENTS AND CONTINGENCIES (continued)
−Removed: On March 24, 2025, we entered into an
−Removed: Exclusive License Agreement with Trigone, a privately held Israeli company.
−Removed: The license agreement is for Trigone’s NDV-01 product, which is
−Removed: a novel, sustained-release, intravesical gemcitabine/docetaxel, ready-for-use product candidate for the treatment of NMIBC.
−Removed: 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
−Removed: stock, which represent 10 % of the Company’s outstanding shares, for exclusive worldwide rights to NDV-01, excluding Israel,
−Removed: India and South Africa.
−Removed: In addition, the Company will pay up to $ 200
−Removed: million in development, regulatory and commercial milestones pending successful commercialization.
−Removed: The Company will also pay a royalty of
−Removed: 3 % on any net sales.
+Added: On March 24, 2025, the Company entered into an Exclusive License Agreement
+Added: with Trigone, a privately held Israeli company.
+Added: The license agreement is for Trigone’s NDV-01 product, which is a novel, sustained-release,
+Added: intravesical gemcitabine/docetaxel, ready-for-use product candidate for the treatment of NMIBC.
+Added: Under the terms of the agreement, the
+Added: 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
+Added: outstanding shares, for exclusive worldwide rights to NDV-01, excluding Israel, India and South Africa.
+Added: In addition, the Company will pay up to $ 200 million
+Added: in development, regulatory and commercial milestones pending successful commercialization.
+Added: The Company will also pay a royalty of 3 % on
+Added: any net sales.
Leases and Subleases
−Removed: On August 1, 2021, the Company relocated its
−Removed: corporate headquarters to 2222 Ponce de Leon, Floor 3, Coral Gables, FL 33134, pursuant to a lease agreement with monthly rent of approximately
+Added: On August 1, 2021, the Company relocated its corporate
+Added: 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
with monthly rent for the years end December 31, 2025 and 2024 of approximately $ 4,100 , and $ 7,000 , respectively.
−Removed: Beginning on December 1, 2023, we leased office
−Removed: space at 12 E 49 th Street, New York, NY 10022 with monthly rent of approximately $ 12,000 ;
−Removed: that lease was terminated on May
−Removed: Beginning on May 29, 2024, we leased office space
−Removed: at 12 E 49 th Street, New York, NY 10022 with monthly rent of approximately $ 10,500 ;
−Removed: that lease expired on May 30, 2025 with
−Removed: the Company continuing to lease the space under a month-to-month option.
+Added: Beginning on December 1, 2023, the Company leased
+Added: office space at 12 E 49 th Street, New York, NY 10022 with monthly rent of approximately $ 12,000 ;
+Added: that lease was terminated
+Added: on May 31, 2024 .
+Added: Beginning on May 29, 2024, the Company leased office space at 12 E
+Added: 49 th Street, New York, NY 10022 with monthly rent of approximately $ 10,500 ;
+Added: that lease expired on May 30, 2025 with the Company
+Added: continuing to lease the space under a month-to-month option.
In accordance with ASC 842, Leases , the
−Removed: Company has elected the practical expedient and recognizes rent expense evenly over the 12 months.
−Removed: For the six months ended June 30, 2025 and 2024, the Company recognized
−Removed: lease expense of approximately $ 98,500 and $ 122,100 , respectively.
+Added: Company has elected the practical expedient and recognizes rent expense evenly over the lease term.
+Added: For the nine months ended September 30, 2025 and
+Added: 2024, the Company recognized lease expense of approximately $ 141,600 and $ 179,700 , respectively.
From time to time, the Company may become involved
3 unchanged sentences
The Company is currently not aware of any legal proceedings
−Removed: or potential claims against it whose outcome would be likely, individually or in the aggregate, to have a material adverse effect on
−Removed: the Company’s business, financial condition, operating results, or cash flows.
−Removed: NOTE 9 - OTHER POSTRETIREMENT BENEFIT PLAN
+Added: or potential claims against it whose outcome would be likely, individually or in the aggregate, to have a material adverse effect on the
+Added: Company’s business, financial condition, operating results, or cash flows.
+Added: NOTE 9 - OTHER POST-RETIREMENT BENEFIT PLAN
Relmada participates in a multiemployer 401(k)
1 unchanged sentence
Company matches 100 % of the first 3 % of employee contributions, plus 50 % of employee contributions that exceed 3 % but do not exceed 5 %.
−Removed: The employees choose an amount from various investment options for
−Removed: both their contributions and the Company’s matching contribution.
+Added: The employees choose an amount from various investment
+Added: options for both their contributions and the Company’s matching contribution.
The Company’s contribution expense was approximately
−Removed: and $ 69,400 for the six months ended June 30, 2025 and 2024, respectively.
+Added: $ 151,200 and $ 107,300 for the nine months ended September 30, 2025 and 2024, respectively.
+Added: Relmada Therapeutics, Inc.
+Added: Notes to Unaudited Condensed Consolidated Financial
NOTE 10 - SEGMENT REPORTING
1 unchanged sentence
accordance with ASC 280, Segment Reporting .
−Removed: Reportable operating segments are determined based on the management approach, as
−Removed: defined by ASC 280, is based on the way that the chief operating decision-maker (CODM) organizes segments within the Company for making
−Removed: operating decisions, assessing performance, and allocating resources.
−Removed: Reportable segments are based on products and services, geography,
−Removed: legal structure, management structure, or any other manner in which management disaggregates the Company.
+Added: Reportable operating segments are determined based on the management approach, as defined
+Added: by ASC 280, is based on the way that the chief operating decision-maker (CODM) organizes segments within the Company for making operating
+Added: decisions, assessing performance, and allocating resources.
+Added: Reportable segments are based on products and services, geography, legal structure,
+Added: management structure, or any other manner in which management disaggregates the Company.
Management determined the Company’s operations
9 unchanged sentences
The following table provides the operating expenses
−Removed: of our clinical stage drug development segment for the three and six months ended June 30, 2025 and 2024 (rounded to the nearest $00):
+Added: of our clinical stage drug development segment for the three and nine months ended September 30, 2025 and 2024 (rounded to the nearest
Three months ended
−Removed: Six months ended
+Added: September 30,
+Added: Nine months ended
+Added: September 30,
Clinical Study Expense
6 unchanged sentences
NOTE 11 - SUBSEQUENT EVENTS
−Removed: On July 7, 2025, the Company delivered to the
−Removed: Licensor under the License Agreement with Dr.
−Removed: Inturrisi and Dr.
−Removed: Paolo Manfredi formal notice of termination of the License
−Removed: Agreement, ending the Company’s participation in the previously announced esmethadone development program.
−Removed: As a result of the notice
−Removed: of termination, all material obligations under the license agreement with the Licensor will cease 90 days after the date of the notice.
+Added: On October 1, 2025, the Company awarded a total
+Added: of 50,000 stock options to a consultant with an exercise price of $ 2.16 and a 10 year term, vesting over a 4 -year period.
+Added: On November 5, 2025 the Company announced the closing of its underwritten
+Added: offering of 40,142,000 shares of its common stock and, in lieu of common stock to certain investors, pre-funded warrants to purchase up
+Added: to 5,315,000 shares of common stock.
+Added: The shares of common stock were sold at an offering price of $ 2.20 per share, and the pre-funded
+Added: warrants were sold at an offering price of $ 2.199 per pre-funded warrant, which represents the per share offering price for the common
+Added: stock less the $ 0.001 per share exercise price for each such pre-funded warrant.
+Added: The net proceeds to Relmada from the offering, before
+Added: deducting other expenses payable by Relmada, and excluding the exercise of any pre-funded warrants, are approximately $ 94 million.
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.