What changed in this filing

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Item 9A. Controls and Procedures

2026-03-19 compared with 2025-03-27 · 589 added, 597 removed, 617 unchanged (66% of the section changed)

AND PROCEDURES

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2024,

such disclosure controls and procedures were effective.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2025, such

disclosure controls and procedures were effective.

Disclosure controls and procedures are controls

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as defined in Item 408 of Regulation S-K, during the fourth fiscal quarter of 2025.

REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

In connection with the execution of the Company’s

strategic plan, significantly strengthening its pipeline and financial position, the Compensation Committee approved the payment of one-time

discretionary bonuses to certain executive officers, and one-time special fees to members of the Board of Directors.

The aggregate amount

of such bonuses is $4.8 million, allocated as follows:

$1.625 million to Sergio Traversa, Chief Executive Officer;

$1.625 million to Maged

Shenouda, Chief Financial Officer;

$525,000 to Chuck Ence, Chief Accounting and Compliance Officer;

$525,000 to Paul Kelly, Chief Operating

$200,000 to Charles Casamento, Chairman of the Board;

$150,000 to John Glasspool, member of the Board of Directors;

to Fabiana Fedeli, member of the Board of Directors.

DISCLOSURE REGARDING FOREIGN

JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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(the “Proxy Statement”), which will be filed with the SEC no later than 120 days after December 31, 2025.

EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

DIRECTORS, EXECUTIVE OFFICERS,

AND CORPORATE GOVERNANCE

EXECUTIVE COMPENSATION

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

Securities Authorized for Issuance under Equity

Compensation Plans

Relmada has a 2014 Option and Equity Incentive

Plan, as amended (the 2014 Plan) in which its directors, officers, employees and consultants shall be eligible to participate.

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

shares of the Company.

On May 20, 2021, at the annual shareholders meeting, our shareholders approved our 2021 Equity Incentive Plan

(the 2021 Plan) which allows for the granting of incentive and nonqualified stock options, stock appreciation rights, restricted stock

awards, performance share awards and other equity-based awards for up to 1,500,000 options or stock awards.

At the annual shareholders

meeting on May 25, 2022, our shareholders approved an amendment to the 2021 Plan to increase the shares of the Company’s common

stock available for issuance thereunder by 3,900,000 shares.

At the annual shareholders meeting on May 25, 2023, our 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

At the annual shareholders meeting (currently anticipated for May 23, 2025), our shareholders will vote on a management proposal

to increase the shares authorized for awards under the 2021 Plan by an additional 2,000,000 shares, but there can be no assurance such

amendment will be approved.

With these grants and approvals, as of December 31, 2024, the Company had 789,925 shares available to be

issued pursuant to awards under the 2014 or 2021 Plan.

Relmada has a 2014 Option and Equity Incentive Plan, as amended (the

2014 Plan) in which its directors, officers, employees and consultants shall be eligible to participate.

The 2014 Plan allows for the

granting of common stock awards, stock appreciation rights, and incentive and nonqualified stock options to purchase shares of the Company.

On May 20, 2021, at the annual shareholders meeting, our shareholders approved our 2021 Equity Incentive Plan (the 2021 Plan) which allows

for the granting of incentive and nonqualified stock options, stock appreciation rights, restricted stock awards, performance share awards

and other equity-based awards for up to 1,500,000 options or stock awards.

At the annual shareholders meeting on May 25, 2022, our shareholders

approved an amendment to the 2021 Plan to increase the shares of the Company’s common stock available for issuance thereunder by

3,900,000 shares.

At the annual shareholders meeting on May 25, 2023, our 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.

At the annual shareholders meeting

on May 23, 2025, our shareholders approved an amendment to the 2021 Plan to increase the shares of the Company’s common stock available

for issuance thereunder by 2,000,000.

At the annual shareholders meeting (currently anticipated for May 27, 2026), our shareholders will

vote on a management proposal to increase the shares authorized for awards under the 2021 Plan by an additional 3,000,000 shares, but

there can be no assurance such amendment will be approved.

As of December 31, 2025, the Company had 32,338, shares available to be issued

pursuant to awards under the 2014 and 2021 Plan.

The following table summarizes our equity compensation

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options and stock

exercise price

of outstanding

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Equity compensation plans not approved by security holders

2014 and the 2021 Plan, as amended.

The 2014 and the 2021 Plan,

The additional information required by this item

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December 31, 2025 and is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND

DIRECTOR INDEPENDENCE

PRINCIPAL ACCOUNTANT FEES AND SERVICES

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because they are not applicable or the required information is shown in the financial statements or notes thereto.

Our independent registered public accounting firm is Marcum LLP (PCAOB

Our independent registered public accounting firm is CBIZ CPAs P.C.

ID #199) of Houston, Texas.

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Report of Independent Registered Public Accounting Firm (PCAOB ID # 199 ) F-2

Report of Independent Registered Public Accounting Firm (PCAOB ID #688) F-3

Consolidated Balance Sheets as of December 31, 2025 and 2024 F-4

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Notes to Consolidated Financial Statements F-8

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Stockholders and Board of Directors of

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Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheets of Relmada Therapeutics, Inc.

(the “Company”) as of December 31, 2024 and 2023, the related consolidated statements

of operations, changes in stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2024,

We have audited the accompanying

consolidated balance sheet of Relmada Therapeutics, Inc.

(the “Company”) as of December 31, 2025, the related

consolidated statements of operations, changes in stockholders’ equity and cash flows for the year ended December 31, 2025,

and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements

present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of

its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles

generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern.

As more fully described in Note 2, the Company has incurred significant

losses and negative cash flows from operations since inception, expects to incur additional losses until such time that it can generate

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

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

Management's plans in

regard to these matters are also described in Note 2.

The financial statements do not include any adjustments that might result from

the outcome of this uncertainty.

In our opinion, the financial

statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results

of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally

accepted in the United States of America.

Basis for Opinion

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of the Company's management.

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

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

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

federal securities laws and the applicable

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

We conducted our audits in accordance with the

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

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

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

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the

financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were

we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an

understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the

Company’s internal control over financial reporting.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal

control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to

assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that

respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well

as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

Critical audit matters are matters arising from

the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,

subjective, or complex judgments.

Our audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required

to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements

and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

CBIZ CPAs P.C.

We have served as the Company’s

auditor since 2014 through (such date takes into account the acquisition of the attest business of Marcum LLP by CBIZ CPAs P.C.,

effective November 1, 2024).

Houston, Texas

March 19, 2026

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Stockholders and Board of Directors of

Relmada Therapeutics, Inc.

Opinion on the Financial Statements

We have audited the accompanying

consolidated balance sheet of Relmada Therapeutics, Inc.

(the “Company”) as of December 31, 2024, the related

consolidated statements of operations, changes in stockholders’ equity and cash flows for the year ended December 31, 2024,

and the related notes (collectively referred to as the “financial statements”).

In our opinion, the 2024 financial

statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results

of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally

accepted in the United States of America.

Explanatory Paragraph – Going Concern

The 2024 financial statements have been prepared

assuming that the Company would continue as a going concern.

As of December 31, 2024, the Company had incurred significant losses and

negative cash flows from operations since inception, expected to incur additional losses until such time that it could generate revenue,

and was projecting insufficient liquidity to sustain its operations through one year following the date that the 2024 financial statements

These conditions raised substantial doubt about the Company's ability to continue as a going concern.

The 2024 financial

statements did not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company's management.

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

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

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

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal

control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Marcum LLP

We have served as the Company’s auditor since 2014 .

We have served as the Company’s auditor from 2014 through 2025.

Houston, Texas

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Interest/investment income, net

Realized gain (loss) on short-term investments

( 4,064,391 )

Realized (loss) gain on short-term investments

Unrealized gain on short-term investments

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Net loss per common share – basic and diluted

Weighted average number of common shares outstanding –

basic and diluted

Weighted average number of common shares outstanding – basic and diluted

The accompanying notes are an integral part of

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$ ( 560,902,681 )

$ 140,436,302

Stock-based compensation expense

Net proceeds from cash exercise option

( 79,979,354 )

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Stock-based compensation expense

Net proceeds from cash exercise options

Issuance of restricted common stock

Proceeds from issuance of common stock, net

( 57,385,163 )

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Stock appreciation rights compensation

Issuance of restricted common stock

Realized (gain) loss on short-term investments

Unrealized gain on short-term investments

( 3,823,234 )

Change in operating assets and liabilities:

Other receivable

Prepaid expenses and other assets

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( 1,299,244 )

( 2,527,964 )

Net cash used in operating activities

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Sale of short-term investments

Net cash provided by investing activities

Net cash (used in)/provided by investing activities

( 48,138,306 )

Cash flows from financing activities

Proceeds from issuance of common stock, net

Payment of ATM fees

Proceeds from options exercised for common stock

Net cash used in financing activities

Net cash provided by/(used in) financing activities

Net decrease in cash and cash equivalents

( 1,304,337 )

Cash and cash equivalents at beginning of the year

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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).

NDV-01 is a novel, controlled-release intravesical formulation of gemcitabine

and docetaxel.

NDV-01 is currently in a Phase 2 clinical trial in Isreal 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

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and other diseases related to excessive GABAergic activity.

Esmethadone (d-methadone, dextromethadone, REL-1017),

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.

This program has been paused pending

a comprehensive data review.

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

terminated effective July 7, 2025.

Relmada was also developing a proprietary, modified-release

formulation of psilocybin (REL-P11) for metabolic indications.

This program has also been paused.

This program was terminated effective May 12, 2025.

In addition to the normal risks associated with

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(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).

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.

On March 24, 2025, the Company 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 Consolidated Financial Statements

NOTE 2 - GOING CONCERN

These audited 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.

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 audited consolidated

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months ended December 31, 2025, the Company incurred a net loss of $ 57,385,163 and had negative operating cash flows of $ 45,786,988 .

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 audited 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.

On November 5, 2025, the Company announced the

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

warrants to purchase up to 5,315,000 shares of common stock.

The shares of common stock were sold at an offering price of $ 2.20 per share,

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 for the common stock less the $ 0.001 per share exercise price for each such pre-funded warrant.

The net proceeds to Relmada from

the offering, before deducting other expenses payable by Relmada, and excluding the exercise of any pre-funded warrants, were approximately

$ 94 million.

On March 9, 2026, the Company entered into a Securities

Purchase Agreement for a private placement with certain institutional and accredited investors (collectively, the Purchasers).

of the Private Placement (the Closing) occurred on March 11, 2026.

Pursuant to the Purchase Agreement, the Purchasers

purchased, for an aggregate purchase price of approximately $ 160.0 million, an aggregate of (i) 29,474,569 shares of the Company’s

common stock, par value $ 0.001 per share, at a price of $ 4.75 per Share and (ii) pre-funded warrants to purchase up to 4,210,527 shares

of common stock at a price of $ 4.749 per pre-funded warrant, which represents the per share purchase price for the common stock less the

$ 0.001 per share exercise price for each such Pre-Funded Warrant.

The proceeds from the Purchase Agreement, before deducting fees, other

expenses payable by Relmada, and excluding the exercise of any pre-funded warrants, were approximately $ 160 million.

As of the date of this report, Management believes

that the Company’s existing cash and cash equivalents and short-term investments will enable it to fund operating expenses and

capital expenditure requirements for at least 12 months from the issuance of these, audited consolidated financial statements.

that point management will evaluate the size and scope of any subsequent trials that will affect the timing of additional financings

through public or private sales of equity or debt securities or from bank or other loans or through strategic collaboration and/or licensing

Any such expenditures related to any subsequent clinical trials will not be incurred until such additional financing is raised.

As a result, the Company concluded the Company has sufficient funds to maintain operations for at least 12 months from the issuance of

these audited consolidated financial statements.

Relmada Therapeutics, Inc.

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Actual results could differ from those estimates.

The significant estimates are stock-based compensation expenses,

and recorded amounts related to income taxes.

The significant estimates are stock-based compensation expenses, stock

appreciation rights expense, and recorded amounts related to income taxes.

Cash and Cash Equivalents

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

Short-term investments at December 31, 2024

and 2023 consisted of mutual funds with a fair value of $ 41,052,356 and 92,232,292 , respectively.

Short-term investments at December 31, 2025 and 2024 consisted

of mutual funds with a fair value of $ 89,509,710 and $ 41,052,356 , respectively.

Costs related to filing and pursuing patent applications

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the lessee is reasonably certain to exercise.

Therapeutics, Inc.

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

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amounts of these assets and liabilities approximate their fair value.

Fair value is defined as the price that

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

at the reporting date.

Fair value is defined as the price that would

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

the reporting date.

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

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within the fair value hierarchy levels.

The Company’s short-term investment instruments

of $ 41,052,356 and $ 92,232,292 at December 31, 2024 and 2023, respectively, 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 consolidated statement of operations

as unrealized gain on short-term investments.

The Company recorded unrealized gains of $ 6,735 and of $ 3,823,234 , included in other income

(expense) for the years ended December 31, 2024 and 2023, respectively.

The Company’s short-term investment instruments of $ 89,509,710

and $ 41,052,356 at December 31, 2025 and 2024, respectively, are classified using Level 1 inputs within the fair value hierarchy

because they are valued using NAV.

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

The Company recorded unrealized gains of $ 398,255 and of $ 6,735 , included in other income (expense) for the years ended December

31, 2025 and 2024, respectively.

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.

Therapeutics, Inc.

As of December 31, 2025 and 2024, the stock appreciation rights liability

had a fair value of $ 1,060,931 and $ 4,467 , respectively.

Significant inputs for Level 3 stock appreciation rights liability fair value

measurement at December 31, 2025 are disclosed in Footnote 6.

There have been no transfers in and out of level

3 during the years ended December 31, 2025 and 2024.

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

As of December 31, 2024, the stock appreciation

rights liability had a fair value of $ 4,467 .

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

at December 31, 2024 are (1) discount rate of 4.38 %, (2) expected life of 5.75 years, (3) expected volatility of 129 %, (4) zero expected

dividends, (5) stock price of $ 0.52 and (6) exercise price of $ 3.84 - $ 3.69 .

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

ended December 31, 2024.

Company accounts for income taxes using the asset and liability method.

Accordingly, deferred

tax assets and liabilities are recognized for the future tax consequences attributable to

differences between financial statement carrying amounts of existing assets and liabilities

and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted

tax rates expected to apply to taxable income in the years in which those temporary differences

are expected to be recovered or settled.

The effect on deferred tax assets and liabilities

of a change in the tax rate is recognized in income or expense in the period that the change

is effective.

Tax benefits are recognized when it is probable that the deduction will be

A valuation allowance is established when it is more likely than not that all

or a portion of a deferred tax asset will either expire before the Company is able to realize

the benefit, or that future deductibility is uncertain.

At December 31, 2024 and 2023, the

Company had recognized a valuation allowance to the full extent of the Company’s net

deferred tax assets since the likelihood of realization of the benefit does not meet the

more likely than not threshold.

The Company accounts for income taxes using the

asset and liability method.

Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable

to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary

differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in the tax rate is

recognized in income or expense in the period that the change is effective.

Tax benefits are recognized when it is probable that the

deduction will be sustained.

A valuation allowance is established when it is more likely than not that all or a portion of a deferred

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

31, 2025 and 2024, the Company had recognized a valuation allowance to the full extent of the Company’s net deferred tax assets

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

The Company files a U.S.

Federal income tax return

and various state returns.

Uncertain tax positions taken on the Company’s tax returns will be accounted for as liabilities for

unrecognized tax benefits.

The Company will recognize interest and penalties, if any, related to unrecognized tax benefits in general

and administrative expenses in the statements of operations.

There were no liabilities recorded for uncertain tax positions at December

31, 2024 and 2023.

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

December 31, 2020 forward.

Federal income tax return and various state

Uncertain tax positions taken on the Company’s tax returns will be accounted for as liabilities for unrecognized tax benefits.

The Company will recognize interest and penalties, if any, related to unrecognized tax benefits in general and administrative expenses

in the statements of operations.

There were no liabilities recorded for uncertain tax positions at December 31, 2025 and 2024.

tax years, subject to potential examination by the applicable taxing authority, for the Company are from December 31, 2021 forward.

Research and Development

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between the fair value of the underlying shares at the exercise date and the exercise price.

Pre-Funded Warrants

The Company may issue pre-funded equity classified

warrants that are exercisable for shares of common stock at a nominal exercise price.

As the exercise price of the pre-funded warrants

is nominal, the underlying shares are included in basic earnings per share from the issuance date.

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

Net Loss per Common Share

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

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

The potentially dilutive securities that would

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Adoption of Recent Accounting Standards

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

“ Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ”.

The amendments in this ASU require that an entity (acquirer) recognize, and measure contract assets and contract liabilities acquired

in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers, as if it

had originated the contracts as of the acquisition date.

The amendments in this ASU were effective for annual and interim periods beginning

after December 15, 2022.

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

on our consolidated financial statements.

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

“ Segment Reporting (Topic 280):

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

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

ASU 2023-07 is effective for our

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

adopted this standard effective January 1, 2024 and the standard did not have significant impact on our consolidated financial statements.

Recent Accounting Standards

December 2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740):

to Income Tax Disclosures ” to expand the disclosure requirements for income taxes,

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

“Income Taxes (Topic 740):

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

specifically related to the rate reconciliation and income taxes paid.

ASU 2023-09 is effective

for our annual periods beginning January 1, 2025, with early adoption permitted.

is currently evaluating the potential effect that the updated standard will have on our financial

statement disclosures.

ASU 2023-09 was effective for our annual periods beginning January

The Company adopted this standard prospectively effective January 1, 2025 and the updated standard effected our consolidated

financial statement with enhanced disclosures presented in Note 9.

Recent Accounting Standards

In November 2024, the FASB issued ASU 2024-03,

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evaluating the impact of this guidance on its disclosures.

Subsequent Events

The Company’s management reviewed all material

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

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, with updates applied prospectively.

Early adoption is permitted.

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, with updates applied retrospectively or modified retrospectively.

Early adoption is permitted.

Company is currently evaluating the impact of this guidance on its consolidated financial statements.

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

NOTE 4 - PREPAID EXPENSES

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During the year ended December 31, 2025, 5,331,000

cash-settled stock appreciation rights have been issued to employees with an exercise price of $ 3.84 - $ 3.69 respectively with a 10 -year

term and vesting over a 4 -year period.

cash-settled stock appreciation rights were issued to employees with an exercise price of $ 0.45 - $ 4.06 respectively with a 10 -year term

and vesting over a 4 -year period.

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

(1) discount rate

of 3.85 – 4.43 %, (2) expected life of 6.25 years, (3) expected volatility of 134.4 %- 140.4 %, and (4) zero expected dividends.

During the year ended December 31, 2024, 110,000 cash-settled stock

appreciation rights were issued to employees with an exercise price of $ 3.84 - $ 3.69 respectively 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 3.87 –

4.15 %, (2) expected life of 6.25 years, (3) expected volatility of 113 %, and (4) zero expected dividends.

At December 31, 2024, the Company revalued the

cash-settled stock appreciation rights using a stock price of $ 0.52 and an exercise price of $ 3.84 - $ 3.69 .

Variables used in the Black-Scholes

option-pricing model include:

(1) discount rate of 4.38 %, (2) expected life of 5.75 years, (3) expected volatility of 129 %, and (4) zero

expected dividends.

As of December 31, 2024, the total liability

related to cash-settled SARs is $ 4,467 , reflecting the fair value as of the reporting date.

During the year ended December 31, 2024,

the Company recorded compensation related to the cash-settled SARs in the amount of $ 4,467 , included in research and development expenses

in the accompanying consolidated statements of operations.

A summary of the changes in SARs during the nine months ended December

(1) discount rate of 3.87 – 4.15 %, (2) expected

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

As of December 31, 2025 and 2024, the total liability

related to cash-settled SARs is $ 1,060,931 and $ 4,467 , respectively, reflecting the fair value as of the reporting date.

The Company revalued the cash-settled stock appreciation

rights at year end using the Black-Scholes option-pricing model using the following variables:

Exercise price

$ 0.45 to $ 4.06

$ 3.84 to $ 3.69

Risk free interest rate

3.73 to 3.84 %

Dividend yield

Expected term (in years)

The following summarizes the components of compensation

expense related to the cash-settled SAR in the accompanying consolidated statements of operations:

Research and development

General and administrative

A summary of the changes in SARs during the year ended December 31,

2025 is as follows.

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Outstanding at December 31, 2024 110,000 $ 3.70 9.58 $ -

Granted 5,331,000 $ 3.55 - $ -

Forfeited ( 6,875 ) $ -

Outstanding at December 31, 2025 5,434,125 $ 3.55 9.83 $ 6,915,214

SARs vested at December 31, 2025 34,375 $ 3.70 8.58 $ 38,719

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average remaining service period of 3.83 years.

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

NOTE 7 - STOCKHOLDERS’ EQUITY

During the year ended December 31, 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 years ended December 31, 2025 and

2024, the Company did not issue any shares of common stock for the exercise of warrants.

During the year ended December 31, 2025, the Company

did not issue any shares of common stock for the exercise of options.

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 year ended December 31, 2023, the

Company did not issue any shares of common stock for the exercise of options.

On April 6, 2022, the Company entered into a

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

During the years ended December 31, 2024 and

2023, there were no common stock shares issued for issuances of restricted common stock.

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

On November 5, 2025 the Company announced the

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

warrants to purchase up to 5,315,000 shares of common stock.

The shares of common stock were sold at an offering price of $ 2.20 per share,

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 for the common stock less the $ 0.001 per share exercise price for each such pre-funded warrant.

The net proceeds to Relmada from

the offering, before deducting other expenses payable by Relmada, and excluding the exercise of any pre-funded warrants, were approximately

$ 94 million.

NOTE 8 - OPTIONS AND WARRANTS

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of 1,500,000 options or other stock awards.

In May 2022, 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 3,900,000 shares.

In May 2023, the Company’s Board of Directors

adopted and shareholders approved an amendment to the 2021 Plan to increase the shares of the Company’s common stock available

for issuance thereunder by 2,500,000 shares.

In subsequent years the Company’s Board of Directors adopted and shareholders approved

amendments to the 2021 plan to increase the shares of the Company’s common stock available to be issued under the plan to 9,900,000

These combined plans allowed for the granting

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

As of December 31, 2024, there were 789,925 shares

available to be granted under either the 2014 and 2021 Plan.

The Company uses the simplified method for share-based

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

From January 1, 2024 through December 31, 2024,

the Company awarded a total of 487,434 options to consultants and employees with an exercise price ranging from $ 3.05 to $ 3.44 and

a 10 -year term vesting over a 3.56 - 4 year period.

The options granted include time-based vesting grants.

The options have an

aggregate fair value of approximately $ 1,300,000 calculated using the Black Scholes option-pricing model.

Variables used in the

Black-Scholes option-pricing model include:

(1) discount rate of 4.10 – 4.51 % (2) expected life of 5.92 - 6.25 years,

(3) expected volatility of 113.5 - 114.1 %, and (4) zero expected dividends.

From November 13, 2023 through December 15, 2023,

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

$ 2.82 and a 10 -year term vesting over a 4 -year period.

The options granted include time-based vesting grants.

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

Variables used

in the Black-Scholes option-pricing model include:

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

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

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

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

The options granted include time-based vesting grants.

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

using the Black-Scholes option-pricing model.

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

(1) discount rate of 4.20 – 4.44 %

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

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

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

The options granted include time-based vesting grants.

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

using the Black-Scholes option-pricing model.

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

(1) discount rate of 3.43 – 3.91 %

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

From January 6, 2023 through February 21, 2023,

620,000 options were issued to various consultants and employees with an exercise price ranging from $ 3.18 to $ 4.30 and a 10 -year term,

vesting over a 4 -year period.

The options have an aggregate fair value of approximately $ 1,933,613 calculated using the Black-Scholes

option-pricing model.

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

(1) discount rate of 3.46 – 4.12 % (2) expected

life of 6.25 years, (3) expected volatility of 115 - 116 %, and (4) zero expected dividends.

Relmada Therapeutics, Inc.

7 unchanged sentences

Granted 487,434 3.10 - -

Forfeited ( 406,414 ) -

Forfeited and cancelled ( 5,565,610 ) -

Exercised ( 74,999 ) -

Outstanding and expected to vest at December 31, 2024 12,263,017 $ 16.61 6.01 $ -

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Forfeited and cancelled ( 1,231,980 ) - - -

Exercised ( 74,999 ) -

Outstanding and expected to vest at December 31, 2025 15,020,604 $ 12.51 6.69 $ 20,007,758

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126.4 - 134.4 %

113.5 - 114.1 %

Expected term (in years)

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Warrants exercisable at December 31, 2025

There were no warrants issued

during the year ended December 31, 2024.

At December 31, 2024, the Company had approximately

$ 167,300 of unrecognized stock-based compensation expense related to outstanding warrants.

At December 31, 2024, the aggregate intrinsic

value of warrants vested and outstanding was $ 0 .

At December 31, 2025, the Company had no unrecognized stock-based compensation expense related to outstanding warrants.

At December 31, 2025, the aggregate intrinsic value

of warrants vested and outstanding was $ 25,682,591 .

Stock-based compensation by class of expense

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compensation expense which includes stock options and warrants in the consolidated statements of operations (rounded to nearest $00):

and development

and administrative

Research and development

General and administrative

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

Notes to Consolidated

Financial Statements

NOTE 9 - INCOME TAXES

No provision or benefit for federal or state

income taxes has been recorded because the Company has incurred net losses for all periods presented and has recorded a valuation allowance

against its deferred tax assets.

The components of the Company’s deferred

tax assets are as follows at:

Deferred tax assets:

Federal net operating loss

State net operating loss

Research and development tax credits

Capitalized R&D

Nonqualified Stock Options

Intangibles and Fixed Assets

valuation allowance

A reconciliation of the statutory U.S.

income tax rate to the Company’s effective tax rate after the adoption of ASU 2023-09 is as follows:

Federal Statutory Tax Rate

$ ( 12,049,955 )

Current State and Local Income Taxes, net of federal income tax benefit

Deferred State & Local Income Taxes, net of federal income tax benefit

Research and Development Tax Credits

Changes in Valuation Allowances

Nontaxable or Nondeductible Items

Share-based payment awards

Changes in Unrecognized Tax Benefits

Other Adjustments

Expiration of Stock Based Compensation

Adjustments to NOL due to 382

( 3,455,118 )

The Company has maintained a full valuation allowance

against its deferred tax assets at December 31, 2024 and 2023.

A valuation allowance is required to be recorded when it is more likely

than not that some portion or all of the net deferred tax assets will not be realized.

Since the Company cannot be assured of realizing

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

The valuation allowance (decreased)/increased for the years

ended December 31, 2024 and 2023 by approximately $ 5,222,000 and $( 6,259,000 ), respectively.

Deferred tax asset for net operating loss

carryforwards at December 31, 2024 was adjusted with the corresponding offset to valuation allowance.

At December 31, 2024, the Company had federal,

New York State and New York City net operating loss (NOL) carryforwards of approximately $ 127,041,000 , $ 1,068,000 and $ 1,068,000 , respectively,

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

Approximately $ 127,041,000 federal NOL can be carried forward indefinitely

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

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

approximately $ 3,953,000 that will begin to expire in 2042.

Sections 382 and 383 of the Internal Revenue

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

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

The Company has undergone an ownership change

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

Accordingly, about $111,168,000

of the Company’s NOL carryforwards are limited.

Approximately, $ 53,028,000 of NOLs and $ 7,321,000 of R&D Credits are expected

to expire unused.

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

There are approximately $ 68,900,000 of NOLs available for in 2024.

In subsequent years, the NOLs available from the October 13, 2022

change under section 382 are $ 740,000 , annually.

A reconciliation of the statutory tax rate to

the effective tax rate is as follows:

Effective Tax Rate

A reconciliation of the statutory U.S.

income tax rate to the Company’s effective tax rate before the adoption of ASU 2023-09 is as follows:

Statutory federal income tax rate

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Effective income tax rate

The Company does not have any uncertain tax positions

at December 31, 2024 and 2023, that would affect its effective tax rate.

The Company does not anticipate a significant change in the

amount of unrecognized tax benefits over the next twelve months.

Because the Company is in a loss carryforward position, the Company

is generally subject to US federal and state income tax examinations by tax authorities for all years for which a loss carryforward is

If and when applicable, the Company will recognize interest and penalties as part of income tax expense.

Deferred Tax Assets at December 31, 2025 and 2024

are related to the following (rounded to the nearest $000):

Federal net operating loss

State net operating loss

Net Unrealized Built in Loss Section 382 - Amortization

Research and development tax credits

Capitalized R&D

Nonqualified Stock Options

Intangibles and Fixed Assets

Stock appreciation rights

Total Gross Deferred Tax Assets

valuation allowance

( 122,503,000 )

( 115,359,000 )

Total Deferred Tax Assets

In assessing the realizability of the net deferred

tax assets, the Company considers all relevant positive and negative evidence to determine whether it is more likely than not that some

portion of the deferred income tax will not be realized.

The realization of the gross deferred tax assets is dependent on several factors,

including the generation of sufficient taxable income prior to expiration of the net operation loss carryforwards.

At December 31, 2025

and 2024, the Company has recorded a full valuation allowance against its net deferred tax assets of approximately $ 122,503,000 and $ 115,359,000 ,

respectively.

The change in the valuation allowance during the years ended 2025 and 2024 was approximately a decrease of $ 7,144,000 and

$ 5,222,000 , respectively.

At December 31, 2025, the Company had federal

net operation loss (NOL) carryforwards of approximately $ 246,407,000 .

At December 31, 2025, the Company had federal research and development

credit carryforwards of approximately $ 4,765,000 .

Entities are also required to evaluate, measure,

recognize and disclose any uncertain income tax positions taken on their income tax returns.

The Company has analyzed its tax positions

and concluded that as of December 31, 2025 and 2024 there were no uncertain tax positions.

Because the Company is in a loss carryforward

position, the Company is generally subject to US federal and state income tax examinations by tax authorities for all years for which

a loss carryforward is available.

This is because the utilization of net operating losses from prior years opens the relevant tax year

to audit by the IRS and/or state taxing authorities.

Interest and penalties, if any, as they relate to income tax assessed, are included

in the income tax provision.

The Company did not have any unrecognized tax benefits and has not accrued any interest or penalties for

the years ended December 31, 2025 and 2024.

If and when applicable, the Company will recognize interest and penalties as part of income

The amounts of cash income taxes paid by the Company were as follows:

State and Local

Income Taxes, net of amount refunded

In July 2025, the One Big Beautiful Bill Act (OBBBA)

was enacted in the United States.

The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act of 2017, including domestic research

cost expensing among other changes.

Many of the tax provisions of the OBBBA are designed to accelerate tax deductions.

The new legislation

has multiple effective dates, with certain provisions effective in 2025 and others in the future.

The Company currently believes that

the tax provisions of the legislation will not have a material impact on the Company’s Statement of Operations.

Relmada Therapeutics, Inc.

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Inturrisi / Manfredi

In January 2018, the Company 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, weentered 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).

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 December 31, 2024, 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 was to 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 was to 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 was to 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.

On July 7, 2025, the Company delivered to the Licensor formal notice

of termination of the License Agreement, ending the Company’s participation in the previously announced esmethadone development

As a result of the notice of termination, all material obligations under the license agreement with the Licensor ceased as of

October 5, 2025, which was 90 days after the date of the notice.

There were no fees or costs associated with the termination of the License

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.

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.

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 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 million related to pre-specified development

and commercialization milestones.

Arbormentis, LLC was also eligible to receive a low single digit royalty on net sales of any commercialized

therapy resulting from this agreement.

The new licensed program stems from an international

1 unchanged sentence

neural plasticity.

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 $ 11,000 .

The lease period was for five months .

The lease agreement expired on December 31, 2021 and was renewed for each subsequent year with monthly rent for the years end December 31, 2024 and 2023 of approximately $ 7,000 and $ 7,000 , respectively.

Paolo Manfredi, co-inventor of REL-1017, and Dr.

Marco Pappagallo, are among the scientists affiliated with Arbormentis,

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 ceased as of August

10, 2025, which was 90 days after the date of notice.

There were no fees or costs associated with the termination of the License Agreement.

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

Beginning on January 1, 2023, we also leased

office space at 880 Third Avenue, 12 th Floor, New York, NY 10022 with monthly rent of approximately $ 14,500 that was terminated

on November 30, 2023 .

On March 24, 2025, the Company 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.

As of December 31, 2025, a milestone had been achieved with a $ 2 million payment.

The milestone payment was accrued

for as of December 31, 2025 and paid to Trigone in January 2026.

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

The lease period was for five months .

The lease agreement expired on December 31, 2021 and was renewed for each subsequent year

with monthly rent for the years end December 31, 2025 and 2024 of approximately $ 4,500 and $ 7,000 , respectively.

Beginning on December 1, 2023, we leased office

space at 12 E 49 th Street, New York, NY 10022 for with monthly rent of approximately $ 12,000 that lease was terminated on

May 31, 2024 .

on May 29, 2024, we leased office space at 12 E 49 th Street, New York, NY 10022 with monthly rent of approximately $ 10,500 ;

that lease expires on May 30, 2025 .

space at 12 E 49 th Street, New York, NY 10022 for with monthly rent of approximately $ 12,000 that lease was terminated on May

Beginning on May 29, 2024, we leased office space at 12 E 49 th

Street, New York, NY 10022 with monthly rent of approximately $ 10,500 ;

that lease 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

9 unchanged sentences

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

11 - OTHER POSTRETIREMENT BENEFIT PLAN

NOTE 11 - OTHER POSTRETIREMENT BENEFIT PLAN

Relmada participates in a multiemployer 401(k)

23 unchanged sentences

development, and therefore, such information is not presented.

Relmada Therapeutics, Inc.

Notes to Consolidated Financial Statements

The following table provides the operating expenses

8 unchanged sentences

NOTE 13 - SUBSEQUENT EVENTS

On January 2, 2025, 300,000 Cash-Settled Stock

Appreciation Rights were granted to a consultant with an exercise price of $ 0.45 .

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.

On March 24, 2025, the Company entered into an

Exclusive License Agreement with Trigone Pharma, Ltd.

(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

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

Following the completion of the ongoing Phase 2 study, the Company will assume responsibility for NDV-01’s development,

manufacturing and commercialization.

On March 24, 2025, the Company awarded a total

of 200,000 options to consultants with an exercise price of $ 0.30 and a 10 -year term vesting over a four-year period.

On March 9, 2026, the Company entered into a

Securities Purchase Agreement for a private placement with certain institutional and accredited investors (collectively, the Purchasers).

The closing of the Private Placement (the Closing) occurred on March 11, 2026.

Pursuant to the Purchase Agreement, the

Purchasers purchased, for an aggregate purchase price of approximately $ 160.0 million, an aggregate of (i) 29,474,569 shares of the

Company’s common stock, par value $ 0.001 per share, at a price of $ 4.75 per Share and (ii) pre-funded warrants to purchase up

to 4,210,527 shares of common stock at a price of $ 4.749 per pre-funded warrant, which represents the per share purchase price for

the common stock less the $ 0.001 per share exercise price for each such Pre-Funded Warrant.

The Company intends to use the net

proceeds from the Private Placement for working capital and general corporate purposes, which includes the advancement of research

and development of its product candidates.

The proceeds to Relmada from the Purchase Agreement, before deducting fees, other

expenses payable by Relmada, and excluding the exercise of any pre-funded warrants, were approximately $ 160 million.

On March 9, 2026, holders exercised 2,080,500

prefunded warrants on a cashless basis.

As a result of the exercise, the Company issued an aggregate of 2,080,032 shares of its common

No cash proceeds were received by the Company in connection with the cashless exercise of these prefunded warrants.

Certain of the agreements filed as exhibits to

12 unchanged sentences

Investors should not rely on them as statements of fact.

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

Therapeutics, Inc.

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

Articles of Incorporation of Camp Nine, Inc.

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

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

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

with the SEC on May 19, 2014).

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

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

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

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

Certificate of Change of Relmada Therapeutics, Inc.

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

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

Certificate of Amendment to Articles of Incorporation dated September 22, 2022 (incorporated by reference to Exhibit 3.1 of Relmada’s

Form 8-K filed with the SEC on September 22, 2022).

Amended and Restated Bylaws of Relmada Therapeutics, Inc.

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

with the SEC on November 25, 2015).

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

Series A Preferred Stock

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

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

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

8% Senior Subordinated

Promissory Notes (incorporated by reference to Exhibit 4.2 of Relmada’s Form 8-K filed with the SEC on May 27, 2014).

of B Warrant dated May __, 2014 issued to investors by Relmada Therapeutics, Inc.

(incorporated by reference to Exhibit 4.4 of Relmada’s

Form 8-K filed with the SEC on May 27, 2014).

of B Warrant dated June 10, 2014 issued to investors by Camp Nine, Inc.

(incorporated by reference to Exhibit 4.2 of Relmada’s

Form 8-K filed with the SEC on June 16, 2014).

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

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

February 12, 2018).

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

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

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

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

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

Issued and Outstanding Capital Stock,”

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

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

on Form S-3 (File No.

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

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

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

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

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

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

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

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

Second Amended and Restated Bylaws of Relmada Therapeutics, Inc.

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

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

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

Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 of Relmada’s Form 8-K filed with the SEC on November 5, 2025).

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

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

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

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

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

and Medeor, Inc.

(incorporated by reference to

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

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

on December 9, 2014)

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

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

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

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

Casamento and Relmada Therapeutics, Inc.

(incorporated by reference to

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

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

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

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

Casamento and Relmada Therapeutics, Inc.

(incorporated by reference

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

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

SEC on August 7, 2015).

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

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

Inturrisi and Dr.

Paolo Manfredi (incorporated

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

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

Inturrisi and Dr.

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

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

on February 12, 2018).

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

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

of Unit Purchase Agreement among Relmada Therapeutics, Inc.

and certain accredited investors (incorporated by reference to Exhibit

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

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

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

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

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

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

Form of Unit Purchase Agreement among Relmada Therapeutics, Inc.

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

Amendment No.

4 to the Relmada Therapeutics, Inc.

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

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

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

and certain accredited

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

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

and certain accredited

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

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

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

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

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

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

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

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

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

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

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

Inc., and Dr.

Inturrisi and Dr.

Paolo Manfredi (incorporated by reference to Exhibit 10.2 of Relmada’s Form 8-K

filed with the SEC on December 3, 2019).

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

(incorporated by reference to

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

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

(incorporated by reference to

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

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

(incorporated by reference to

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

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

(incorporated by reference to

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

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

(incorporated by reference to Exhibit

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

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

(incorporated by reference to Exhibit

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

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

(incorporated

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

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

the SEC on March 9, 2020).

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

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

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

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

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

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

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

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

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

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

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

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

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

Amendment No.

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

Open Market Sale Agreement SM dated as of April 7, 2022 by and between Relmada Therapeutics, Inc.

and Jefferies LLC.

(incorporated

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

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

the SEC on March 24, 2021).

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

(incorporated by reference to Exhibit

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

Agreement between Relmada Therapeutics, Inc., and Venrock Healthcare Capital Partners EG, L.P., Venrock Healthcare Capital Partners

II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., and VHCP Co-Investment Holdings III,

LLC, dated September 21, 2022 (incorporated by reference to Exhibit 10.1 of Relmada’s Form 8-K filed with the SEC on September

2 dated December 27, 2022, to the License Agreement originally dated January 16, 2018, as heretofore amended, between Relmada

Therapeutics, Inc., and Dr.

Inturrisi and Dr.

Paolo Manfredi (incorporated by reference to Exhibit 10.1 of Relmada’s

Form 8-K filed with the SEC on December 28, 2022).

Agreement dated as of January 1, 2023, between Relmada Therapeutics, Inc., and Paul Kelly (incorporated by reference to Exhibit 10.1

of Relmada’s Form 8-K filed with the SEC on January 5, 2023).

Agreement between Relmada Therapeutics, Inc., and Fabiana Fedeli (incorporated by reference to Exhibit 99.1 of Relmada’s Form

8-K filed with the SEC on January 17, 2023).

Agreement between Relmada Therapeutics, Inc., and Fabiana Fedeli (incorporated by reference to Exhibit 99.2 of Relmada’s Form

8-K filed with the SEC on January 17, 2023).

Agreement, dated January 1, 2025, between Relmada Therapeutics, Inc.

and Paul Kelly (incorporated by reference to Exhibit 10.1 of

Relmada’s Form 8-K filed with the SEC on January 6, 2025).

and Restated Employment Agreement, dated January 1, 2025, by and between Sergio Traversa and Relmada Therapeutics, Inc.

(incorporated

by reference to Exhibit 10.2 of Relmada’s Form 8-K filed with the SEC on January 6, 2025).

and Restated Employment Agreement, dated January 1, 2025, by and between Maged Shenouda and Relmada

Therapeutics, Inc.

(incorporated by reference to Exhibit 1.2 to the Registrant’s Registration Statement on Form S-3 filed with the Commission on April 7 ,2022.

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

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

Advisory Agreement dated as of January 1, 2023, between Relmada Therapeutics, Inc., and Paul Kelly (incorporated by reference to Exhibit 10.1 of Relmada’s Form 8-K filed with the SEC on January 5, 2023).

Director Agreement between Relmada Therapeutics, Inc., and Fabiana Fedeli (incorporated by reference to Exhibit 99.1 of Relmada’s Form 8-K filed with the SEC on January 17, 2023).

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

Employment Agreement, dated January 1, 2025, between Relmada Therapeutics, Inc.

and Paul Kelly (incorporated by reference to Exhibit 10.1 of Relmada’s Form 8-K filed with the SEC on January 6, 2025).

Amended and Restated Employment Agreement, dated January 1, 2025, by and between Sergio Traversa and Relmada Therapeutics, Inc.

(incorporated by reference to Exhibit 10.2 of Relmada’s Form 8-K filed with the SEC on January 6, 2025).

and Restated Employment Agreement, dated January 1, 2025, by and between Charles Ence and Relmada Therapeutics, Inc.

(incorporated

by reference to Exhibit 10.4 of Relmada’s Form 8-K filed with the SEC on January 6, 2025).

Compensation Agreement, effective as of August 27, 2024, between Relmada Therapeutics, Inc.

and Sergio Traversa (incorporated by

reference to Exhibit 10.5 of Relmada’s Form 8-K filed with the SEC on January 6, 2025).

Compensation Agreement, effective as of August 27, 2024, between Relmada Therapeutics, Inc.

and Maged Shenouda (incorporated by reference

to Exhibit 10.6 of Relmada’s Form 8-K filed with the SEC on January 6, 2025).

Compensation Agreement, effective as of August 27, 2024, between Relmada Therapeutics, Inc.

and Charles Ence (incorporated by reference

to Exhibit 10.7 of Relmada’s Form 8-K filed with the SEC on January 6, 2025).

Compensation Agreement, effective as of August 27, 2024, between Relmada Therapeutics, Inc.

and Paul Kelly (incorporated by reference

to Exhibit 10.8 of Relmada’s Form 8-K filed with the SEC on January 6, 2025).

Purchase Agreement between Relmada Therapeutics, Inc.

and Asarina Pharma AB, dated February 3, 2025 (incorporated by reference to

Exhibit 10.1 of Relmada’s Form 8-K filed with the SEC on February 6, 2025)

Insider Trading Policy, effective November 10, 2020.

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

of Marcum LLP

Certification

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

Amended and Restated Employment Agreement, dated January 1, 2025, by and between Maged Shenouda and Relmada Therapeutics, Inc.

(incorporated by reference to Exhibit 10.3 of Relmada’s Form 8-K filed with the SEC on January 6, 2025).

Amended and Restated Employment Agreement, dated January 1, 2025, by and between Charles Ence and Relmada Therapeutics, Inc.

(incorporated by reference to Exhibit 10.4 of Relmada’s Form 8-K filed with the SEC on January 6, 2025).

Retention Compensation Agreement, effective as of August 27, 2024, between Relmada Therapeutics, Inc.

and Sergio Traversa (incorporated by reference to Exhibit 10.5 of Relmada’s Form 8-K filed with the SEC on January 6, 2025).

Retention Compensation Agreement, effective as of August 27, 2024, between Relmada Therapeutics, Inc.

and Maged Shenouda (incorporated by reference to Exhibit 10.6 of Relmada’s Form 8-K filed with the SEC on January 6, 2025).

Retention Compensation Agreement, effective as of August 27, 2024, between Relmada Therapeutics, Inc.

and Charles Ence (incorporated by reference to Exhibit 10.7 of Relmada’s Form 8-K filed with the SEC on January 6, 2025).

Retention Compensation Agreement, effective as of August 27, 2024, between Relmada Therapeutics, Inc.

and Paul Kelly (incorporated by reference to Exhibit 10.8 of Relmada’s Form 8-K filed with the SEC on January 6, 2025).

Asset Purchase Agreement between Relmada Therapeutics, Inc.

and Asarina Pharma AB, dated February 3, 2025 (incorporated by reference to Exhibit 10.1 of Relmada’s Form 8-K filed with the SEC on February 6, 2025)

Exclusive License Agreement between Trigone Pharma, Ltd., and Relmada Therapeutics, Inc., dated March 24, 2025 (incorporated by reference to Exhibit 10.2 of Relmada’s Form 10-Q filed with the SEC on May 12, 2025).

Insider Trading Policy, effective November 10, 2020 (incorporated by reference to Exhibit 19.1of Relmada’s Form 10-K filed with the SEC on March 27, 2025)

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

Consent of CBIZ CPAs P.C.

Consent of Marcum LLP

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

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

Certification

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

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

Certification

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

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

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

Certification

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

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

Clawback Policy, effective November 21, 2023.

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

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

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

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

Clawback Policy, effective November 21, 2023 (incorporated by reference to Exhibit 97.1 of Relmada’s Form 10-K filed with the SEC on March 27, 2025).

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase

Inline XBRL Taxonomy Extension Definition Linkbase

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase

Cover Page Interactive Data File (formatted as Inline

XBRL and contained in Exhibit 101).

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

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

Filed herewith

Furnished herewith

Certain portions of this Exhibit have been redacted pursuant to Item

601(b)(10)(iv) of Regulation S-K.

FORM 10-K SUMMARY

16 unchanged sentences

on the dates indicated.

/s/ Sergio Traversa

Chief Executive Officer, and Director

Sergio Traversa

Chief Executive Officer,

March 19, 2026

Sergio Traversa

/s/ Maged Shenouda

Chief Financial Officer

1 unchanged sentence

Maged Shenouda

/s/ Charles J.

Chairman of the Board

1 unchanged sentence

/s/ Paul Kelly

Chief Operating Officer, and Director

March 19, 2026

2 unchanged sentences

John Glasspool

/s/ Fabiana Fedeli

March 19, 2026

1 unchanged sentence

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

What changed 10-K

Item 9A. Controls and Procedures