RELMADA THERAPEUTICS, INC. 10-Q

ITEM 1. FINANCIAL STATEMENTS Relmada Therapeutics, Inc. Condensed Consolidated Balance Sheets As of June 30, As of 2026 (Unaudited) December 31, 2025 Assets Current assets: Cash and cash equivalents $ 11,334,370 $ 3,496,540 Short-term investments 206,396,805 89,509,710 Other receivable 10,912 - Prepaid expenses 1,297,590 977,721 Total current assets 219,039,677 93,983,971 Other assets 19,500 19,500 Total assets $ 219,059,177 $ 94,003,471 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 2,409,190 $ 1,568,944 Accrued expenses 5,011,583 4,861,583 Total current liabilities 7,420,773 6,430,527 Stock appreciation rights 5,080,081 1,060,931 Total liabilities 12,500,854 7,491,458 Commitments and Contingencies (See Note 8) Stockholders’ Equity: Preferred stock, $ 0.001 par value, 200,000,000 shares authorized, none issued and outstanding - - Class A convertible preferred stock, $ 0.001 par value, 3,500,000 shares authorized, none issued and outstanding - - Common stock, $ 0.001 par value, 200,000,000 shares authorized, 106,669,846 and 73,333,622 shares issued and outstanding, respectively 106,670 73,333 Additional paid-in capital 936,684,992 784,705,878 Accumulated deficit ( 730,233,339 ) ( 698,267,198 ) Total stockholders’ equity 206,558,323 86,512,013 Total liabilities and stockholders’ equity $ 219,059,177 $ 94,003,471 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 1 Relmada Therapeutics, Inc. Condensed Consolidated Statements of Operations (Unaudited) Three months ended Six months ended June 30, June 30, 2026 2025 2026 2025 Operating expenses: Research and development $ 8,393,789 $ 2,819,377 $ 16,481,634 $ 14,770,400 General and administrative 6,617,238 7,401,929 17,991,147 13,669,342 Total operating expenses 15,011,027 10,221,306 34,472,781 28,439,742 Loss from operations ( 15,011,027 ) ( 10,221,306 ) ( 34,472,781 ) ( 28,439,742 ) Other (expenses) income: Interest/investment income, net 2,301,394 321,458 3,261,156 761,745 Realized (loss) gain on short-term investments ( 37,294 ) 47,203 ( 47,162 ) 110,156 Unrealized (loss) gain on short-term investments ( 167,258 ) ( 13,797 ) ( 707,354 ) 141,934 Total other income 2,096,842 354,864 2,506,640 1,013,835 Net loss $ ( 12,914,185 ) $ ( 9,866,442 ) $ ( 31,966,141 ) $ ( 27,425,907 ) Loss per common share – basic and diluted $ ( 0.11 ) $ ( 0.30 ) $ ( 0.32 ) $ ( 0.86 ) Weighted average number of common shares outstanding – basic and diluted 112,375,941 33,191,622 99,327,509 31,807,943 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 2 Relmada Therapeutics, Inc. Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) Three and Six months ended June 30, 2026 Common Stock Additional Paid-in Accumulated Shares Par Value Capital Deficit Total Balance – December 31, 2025 73,333,622 $ 73,333 $ 784,705,878 $ ( 698,267,198 ) $ 86,512,013 Stock based compensation - - 956,186 - 956,186 Proceeds from issuance of common stock, net 29,474,569 29,475 150,352,510 - 150,381,985 ATM Fees - - ( 65,651 ) - ( 65,651 ) Cashless exercise of pre-funded warrants for common stock 2,082,032 2,082 ( 2,082 ) - - Net loss - - - ( 19,051,956 ) ( 19,051,956 ) Balance – March 31, 2026 104,890,223 104,890 935,946,841 ( 717,319,154 ) 218,732,577 Stock based compensation - - 902,903 - 902,903 ATM fees - - ( 66,273 ) - ( 66,273 ) Stock issuance costs - - ( 199,879 ) - ( 199,879 ) Exercise of pre-funded warrants for common stock 1,682,500 1,683 - - 1,683 Options exercised 97,123 97 101,400 - 101,497 Net loss - - - ( 12,914,185 ) ( 12,914,185 ) Balance – June 30, 2026 106,669,846 $ 106,670 $ 936,684,992 $ ( 730,233,339 ) $ 206,558,323 Three and Six months ended June 30, 2025 Common Stock Additional Paid-in Accumulated Shares Par Value Capital Deficit Total Balance – December 31, 2024 30,174,202 $ 30,174 $ 676,373,822 $ ( 640,882,035 ) $ 35,521,961 Stock based compensation - - 3,572,769 - 3,572,769 Issuance of Restricted Common Stock 3,017,420 3,017 902,209 - 905,226 Net loss - - - ( 17,559,465 ) ( 17,559,465 ) Balance – March 31, 2025 33,191,622 33,191 680,848,800 ( 658,441,500 ) 22,440,491 Stock based compensation - - 3,448,453 - 3,448,453 ATM Expenses - - ( 73,021 ) - ( 73,021 ) Net loss - - - ( 9,866,442 ) ( 9,866,442 ) Balance – June 30, 2025 33,191,622 $ 33,191 $ 684,224,232 $ ( 668,307,942 ) $ 15,949,481 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 Relmada Therapeutics, Inc. Condensed Consolidated Statements of Cash Flows (Unaudited) Six months ended June 30, 2026 2025 Cash flows from operating activities Net loss $ ( 31,966,141 ) $ ( 27,425,907 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation 1,859,089 7,021,222 Stock appreciation rights compensation 4,019,150 27,649 Issuance of restricted common stock - 905,226 Realized loss/(gain) on short-term investments 47,162 ( 110,156 ) Unrealized loss/(gain) on short-term investments 707,354 ( 141,934 ) Change in operating assets and liabilities: Prepaid expenses and other assets ( 319,869 ) 411,834 Accounts payable 840,246 ( 2,768,652 ) Accrued expenses 150,000 ( 2,388,191 ) Other receivable ( 10,912 ) - Net cash used in operating activities ( 24,673,921 ) ( 24,468,909 ) Cash flows from investing activities Purchase of short-term investments ( 174,270,466 ) ( 809,375 ) Sale of short-term investments 56,628,855 22,847,630 Net cash (used in)/provided by investing activities ( 117,641,611 ) 22,038,255 Cash flows from financing activities Proceeds from issuance of common stock 159,999,996 - Payment of fees for issuance of common stock ( 9,817,890 ) - Proceeds from options exercised for common stock 101,497 - Proceeds from warrants exercised for common stock 1,683 - ATM fees ( 131,924 ) ( 73,021 ) Net cash provided/(used in) by financing activities 150,153,362 ( 73,021 ) Net increase/(decrease) in cash and cash equivalents 7,837,830 ( 2,503,675 ) Cash and cash equivalents at beginning of the period 3,496,540 3,857,026 Cash and cash equivalents at end of the period $ 11,334,370 $ 1,353,351 Non-cash investing and financing activities Cashless exercise of warrants for common stock $ ( 2,082 ) - The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 Relmada Therapeutics, Inc. Notes to Unaudited Condensed Consolidated Financial Statements NOTE 1 - BUSINESS Relmada Therapeutics Inc. (“Relmada” or the “Company”) (a Nevada corporation), is a clinical-stage, publicly traded biotechnology company focused on the development of NDV-01 and sepranolone. NDV-01 is a novel, sustained-release formulation of gemcitabine and docetaxel. NDV-01 is currently in a Phase 2 clinical trial in Israel to assess its safety and efficacy in patients with aggressive forms of non-muscle invasive bladder cancer (NMIBC). Sepranolone is a novel neurosteroid epimer of allopregnanolone. Sepranolone is being developed for the potential treatment of Prader-Willi Syndrome, with additional potential indications in Tourette Syndrome, excessive tremor and other diseases related to excessive GABAergic activity. 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 was terminated effective May 12, 2025. In addition to the normal risks associated with a new business venture, there can be no assurance that the Company’s research and development will be successfully completed or that any product will be approved or commercially viable. The Company is subject to risks common to companies in the biotechnology industry including, but not limited to, dependence on collaborative arrangements, development by the Company or its competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, and compliance with the Food and Drug Administration (FDA) and other governmental regulations and approval requirements. 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 candidate, which is a novel, sustained-release formulation of gemcitabine and docetaxel, with the potential to be a best-in-class intravesical treatment across the NMIBC disease spectrum. Under the terms of the agreement, the Company made a $ 3,500,000 upfront payment on March 25, 2025, and issued 3,017,420 shares of common stock, which represented 10 % of the Company’s outstanding shares on such date, for exclusive worldwide rights to NDV-01, excluding Israel, India and South Africa. In addition, the Company will pay up to approximately $ 200 million in development, regulatory and commercial milestones. The Company will also pay a royalty of 3 % on worldwide 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. As of June 30, 2026, no additional milestones were achieved. 5 Relmada Therapeutics, Inc. Notes to Unaudited Condensed Consolidated Financial Statements NOTE 2 - GOING CONCERN These unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying unaudited condensed consolidated financial statements, the Company has incurred losses and negative cash flows from operations since inception and expects to incur additional losses until such time that it can generate significant revenue from the commercialization of its product candidates. During the six months ended June 30, 2026, the Company incurred a net loss of $ 31,966,141 and had negative operating cash flows of $ 24,673,921 . 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 the Company from the offering, before deducting other expenses payable by the Company, 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). The Purchasers purchased 29,474,569 shares of the Company’s common stock, par value $ 0.001 per share and pre-funded warrants up to 4,210,527 shares of common stock. The closing of the Private Placement occurred on March 11, 2026. The shares of common stock were sold at an offering price of $ 4.75 per share, and the pre-funded warrants were sold at an offering 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 net proceeds from the Purchase Agreement, before deducting fees, other expenses payable by the Company, and excluding the exercise of any pre-funded warrants, were approximately $ 150 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 unaudited condensed consolidated financial statements. Beyond that point management will evaluate the size and scope of any subsequent trials that will affect the timing of additional financing through public or private sales of equity or debt securities or from bank or other loans or through strategic collaboration and/or licensing agreements. 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 unaudited condensed consolidated financial statements. NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim unaudited condensed consolidated financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. The unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2025 and notes thereto contained in the Company’s Annual Report on Form 10-K. Principles of Consolidation The unaudited condensed consolidated financial statements include the Company’s accounts and those of the Company’s wholly-owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses for the reporting period. Actual results could differ from those estimates. The significant estimates are stock-based compensation expenses, stock appreciation rights expense and recorded amounts related to income taxes. Cash and Cash Equivalents The Company considers cash deposits and all highly liquid investments with a maturity of three months or less when purchased to be cash and cash equivalents. The Company’s cash deposits are held at two high-credit-quality financial institutions. The Company’s cash and cash equivalents are carried at cost, which approximates their fair value. The Company’s cash and cash equivalents of $ 11,334,370 and $ 3,496,540 at June 30, 2026 and December 31, 2025, respectively, at these institutions exceed the federally insured limits. 6 Relmada Therapeutics, Inc. Notes to Unaudited Condensed Consolidated Financial Statements NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Short-term Investments The Company’s investments consist entirely of mutual fund and corporate debt securities. Mutual fund securities are measured at fair value based on the net asset value “NAV”. Corporate debt securities are measured at fair value using observable inputs. Changes in fair value of the securities are recorded as part of other income on the unaudited condensed consolidated statement of operations. Short-term investment activity is presented in the investing activities section on the condensed consolidated statements of cash flows. Short-term investments at June 30, 2026 and December 31, 2025 consisted of mutual funds and corporate debt securities with an aggregate fair value of $ 206,396,805 and $ 89,509,710 , respectively. Patents Costs related to filing and pursuing patent applications are recorded as general and administrative expense and expensed as incurred since recoverability of such expenditures is uncertain. Leases The Company recognizes its leases with a term of greater than a year on the balance sheet by recording right-of-use assets and lease liabilities. Leases can be classified as either operating leases or finance leases. Operating leases will result in straight-line lease expense, while finance leases will result in front-loaded expense. The Company’s leases consists of operating leases for office space for terms of 12 months or less. The Company does not recognize a lease liability or right-of-use asset on the balance sheet for short-term leases. Instead, the Company recognizes short-term lease payments as an expense on a straight-line basis over the lease term. A short-term lease is defined as a lease that, at the commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. Fair Value of Financial Instruments The Company’s financial instruments primarily include cash, short-term investments, and stock appreciation rights. Due to the short-term nature of cash and accounts payable the carrying 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. A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows: Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. Level 3 Inputs - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). As required by Accounting Standard Codification (ASC) Topic No. 820 - 10 Fair Value Measurement , financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. The Company’s short-term investment instruments of $ 206,396,805 at June 30, 2026 consist of mutual funds and corporate debt securities. Mutual fund securities are classified using Level 1 inputs within the fair value hierarchy because they are valued using NAV per share in an active market and are readily redeemable at that value on a daily basis without restriction. As of June 30, 2026, the mutual fund securities balance was $ 152,475,069 . Corporate debt securities are classified using Level 2 inputs within the fair value hierarchy because they are measured using observable inputs such as benchmark yields, credit spreads, and quoted prices for similar securities in active or inactive markets. As of June 30, 2026, the corporate securities balance was $ 53,921,736 . 7 Relmada Therapeutics, Inc. Notes to Unaudited Condensed Consolidated Financial Statements NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Unrealized gains and losses are recorded in the condensed consolidated statement of operations as unrealized gain on short-term investments. The Company recorded unrealized losses of $ 167,258 and $ 707,354 included in other income for the three and six months ended June 30, 2026, respectively. The Company recorded an unrealized loss of $ 13,797 and an unrealized gain of $ 141,934 included in other income for the three and six months ended June 30, 2025, respectively. The Company’s stock appreciation rights liability is a mark-to-market liability and classified within Level 3 of the fair value hierarchy as the Company is using a Black-Scholes option pricing model. Significant unobservable inputs included expected term and volatility. The expected term was calculated using the simplified method. The volatility is calculated based on the Company’s historical stock price over a period of time. As of June 30, 2026, the stock appreciation rights liability had a fair value of $ 5,080,081 . Significant inputs for Level 3 stock appreciation rights liability fair value measurement at June 30, 2026 are disclosed in Footnote 6. There have been no transfers in and out of level 3 during the three and six months ended June 30, 2026 and 2025, respectively. Income Taxes 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. 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 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. As of June 30, 2026, and December 31, 2025, the Company had recorded 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 June 30, 2026 and December 31, 2025. The open tax years, subject to potential examination by the applicable taxing authority, for the Company are from December 31, 2021 forward. Research and Development Research and development costs primarily consist of research contracts for the advancement of product development, salaries and benefits, stock-based compensation, and consultants. The Company expenses all research and development costs in the period incurred. The Company makes an estimate of costs in relation to clinical study contracts. The Company analyzes the progress of studies, including the progress of clinical studies and phases, invoices received and contracted costs when evaluating the adequacy of the amount expensed and the related prepaid asset and accrued liability. Stock-Based Compensation The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost is recognized over the period during which an employee is required to provide service in exchange for the award - the requisite service period. The grant-date fair value of employee share options is estimated using the Black-Scholes option pricing model adjusted for the unique characteristics of those instruments. Stock Appreciation Rights Pursuant to the terms of the Company’s 2021 Equity Incentive Plan, the Company may grant cash-settled Stock Appreciation Rights (“SARs”) that are classified as liabilities under ASC 718 ( Compensation—Stock Compensation ). These SARs allow employees to receive cash payments based on the appreciation of the Company’s stock price over a specified period. The initial fair value of SARs is determined on the grant date using the Black-Scholes option pricing model. SARs are remeasured at fair value at each reporting date using the Black-Scholes pricing model until they are exercised or expire. Changes in fair value are recognized in the income statement as a compensation expense. Compensation expense is recognized over the service period, which is the period during which employees are required to provide service in exchange for the award. Upon exercise, the Company will settle SARs in cash based on the difference between the fair value of the underlying shares at the exercise date and the exercise price. 8 Relmada Therapeutics, Inc. Notes to Unaudited Condensed Consolidated Financial Statements NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 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. Reclassification Certain amounts in the prior period’s unaudited condensed consolidated financial statements have been reclassified to conform to the current period presentation. These reclassifications had no impact on previously reported net loss, total assets, total liabilities, or stockholders’ equity. Net Loss per Common Share Basic loss per common share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted loss per common share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common share equivalents outstanding for the period determined using the treasury-stock method. Dilutive common stock equivalents are comprised of options and warrants to purchase common stock. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net losses in each period. As of June 30, 2026 and 2025, the potentially dilutive securities that would be anti-dilutive due to the Company’s net loss are not included in the calculation of diluted net loss per share attributable to common stockholders. The anti-dilutive securities are as follows (in common stock equivalent shares): June 30, 2026 June 30, 2025 Stock options 14,948,356 14,158,927 Common stock warrants 565,085 750,908 Total 15,513,441 14,909,835 Recent Accounting Standards In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) . ASU 2024-03 requires specified information about certain costs and expenses be disclosed in the notes to the financial statements, including the expense caption on the face of the income statement in which they are disclosed, in addition to a qualitative description of remaining amounts not separately disaggregated. Entities will also be required to disclose their definition of “selling expenses” and the total amount in each annual period. The standard is effective for the Company for annual periods beginning January 1, 2027 and for interim periods beginning January 1, 2028, with updates applied either prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its disclosures. In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810) . This ASU provides clarifications related to step acquisitions and simplifies certain consolidation assessments involving variable interest entities. The standard is effective for the Company for annual and interim periods beginning January 1, 2027, with updates applied prospectively. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. In May 2025, the FASB issued ASU 2025-04, Compensation – Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606). This ASU clarifies when awards fall under stock compensation guidance. This standard is effective for the Company for annual and interim periods beginning January 1, 2027, with updates applied retrospectively or modified retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. In April 2026, the FASB issued ASU 2026-01, Equity—Initial Measurement of Paid-in-Kind Dividends on Equity-Classified Preferred Stock (Topic 505) . This ASU clarifies the initial measurement and recognition of paid-in-kind (PIK) dividends on equity-classified preferred stock, including the timing and classification of such dividends within equity. The guidance is intended to reduce diversity in practice and improve comparability in the accounting for preferred stock instruments with PIK features. The standard is effective for the Company for annual and interim periods beginning January 1, 2027, with early adoption permitted. The guidance is to be applied either on a prospectively or modified retrospectively. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures. 9 Relmada Therapeutics, Inc. Notes to Unaudited Condensed Consolidated Financial Statements NOTE 4 - PREPAID EXPENSES Prepaid expenses consisted of the following (rounded to nearest $00): June 30, 2026 December 31, 2025 Insurance $ 87,300 $ 411,900 Research and Development 971,800 496,500 Legal 140,300 - Other 98,200 69,300 Total $ 1,297,600 $ 977,700 NOTE 5 - ACCRUED EXPENSES Accrued expenses consisted of the following (rounded to nearest $00): June 30, 2026 December 31, 2025 Research and development $ 3,157,800 $ 3,971,700 Professional fees 194,800 220,000 Accrued bonus 1,001,300 - Accrued vacation 584,800 535,500 Other 72,900 134,400 Total $ 5,011,600 $ 4,861,600 NOTE 6 - STOCK APPRECIATION RIGHTS During the six months ended June 30, 2026, 275,000 cash-settled stock appreciation rights have been issued to employees and consultants with an exercise price of $ 4.11 to $ 7.42 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 3.81 % - 4.21 %, (2) expected life of 6.25 years, (3) expected volatility of 130 % - 135 % and (4) zero expected dividends. At June 30, 2026, the Company revalued the cash-settled stock appreciation rights using a stock price of $ 6.92 and an exercise price of $ 0.45 - $ 7.42 . Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 4.19 % - 4.25 %, (2) expected life of 4.25 – 6.25 years, (3) expected volatility of 130 % - 152 % and (4) zero expected dividends. As of June 30, 2026, the total liability related to cash-settled SARs is $ 5,080,081 , reflecting the fair value as of the reporting date. During the three months ended June 30, 2026, the Company recorded compensation related to the cash-settled SARs in the amount of $ 2,093,020 , included $ 361,496 and $ 1,731,524 in research and development and general and administrative expenses, respectively in the accompanying unaudited condensed consolidated statements of operations. During the six months ended June 30, 2026, the Company recorded compensation related to the cash-settled SARs in the amount of $ 4,770,672 , included $ 1,164,086 and $ 3,606,586 in research and development and general and administrative expenses, respectively in the accompanying unaudited condensed consolidated statements of operations. A summary of the changes in SARs during the six months ended June 30, 2026 is as follows: Number of Cash-Settled SARS Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2025 5,434,125 $ 3.55 9.83 $ 6,915,214 Granted 275,000 $ 5.35 9.62 $ 200,250 Exercised/Cancelled/Forfeited ( 232,937 ) - - - Outstanding at June 30, 2026 5,476,188 $ 3.69 9.37 $ 17,712,146 SARs vested at June 30, 2026 697,500 $ 3.52 9.30 $ 2,372,208 At June 30, 2026, the Company has unrecognized compensation expense of approximately $ 30,240,904 related to unvested stock appreciation rights which will be recognized over the weighted average remaining service period of 3.36 years. 10 Relmada Therapeutics, Inc. Notes to Unaudited Condensed Consolidated Financial Statements NOTE 7 - STOCKHOLDERS’ EQUITY Common Stock During the six months ended June 30, 2026, the Company issued 97,123 shares of common stock for the exercise of 97,123 options for cash proceeds of $ 101,497 . During the six months ended June 30, 2026, the Company issued 1,682,500 shares of common stock for the exercise of 1,682,500 pre-funded warrants for cash proceeds of $ 1,683 . During the six months ended June 30, 2026, holders exercised pre-funded warrants to purchase 2,082,500 shares of common stock on a cashless basis. The Company issued 2,082,032 shares of common stock upon exercise and received no cash proceeds. As of June 30, 2026 pre-funded warrants to purchase 5,760,527 shares of common stock remained outstanding. The prefunded warrants are exercisable at $ 0.001 per share, are subject to beneficial ownership limitations, and are classified as equity. During the six months ended June 30, 2025, the Company issued 3,017,420 shares of restricted common stock in accordance with the license agreement with Trigone Pharma. The Company recognized $ 905,226 of research and development compensation expense related to the restricted common stock issued as part of the transaction. On April 6, 2022, the Company entered into a new Open Market Sale Agreement with Jefferies, as sales agent, pursuant to which we may offer and sell, from time to time, through Jefferies, shares of our common stock, having an aggregate offering price of up to $ 100 million. We are not obligated to sell any shares under the agreement. As of June 30, 2026, no shares have been issued under this agreement. 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 Purchasers purchased 29,474,569 shares of the Company’s common stock, par value $ 0.001 per share and pre-funded warrants up to 4,210,527 shares of common stock. The closing of the Private Placement occurred on March 11, 2026. The shares of common stock were sold at an offering price of $4.75 per share, and the pre-funded warrants were sold at an offering 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 net proceeds from the Purchase Agreement, after deducting fees payable by the Company, and excluding the exercise of any pre-funded warrants, were approximately $ 150 million. Options and Warrants In December 2014, the Board of Directors adopted, and the Company’s shareholders approved Relmada’s 2014 Stock Option and Equity Incentive Plan, as amended (the “Plan”), which allows for the granting of 5,152,942 common stock awards, stock appreciation rights, and incentive and nonqualified stock options to purchase shares of the Company’s common stock to designated employees, non-employee directors, and consultants and advisors. In May 2021, the Company’s Board of Directors adopted, and shareholders approved Relmada’s 2021 Equity Incentive Plan (the “2021 Plan”) which allows for the granting of 1,500,000 options or other stock awards. 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 12,900,000 shares. These combined plans allowed for the granting of up to 18,052,942 options or other stock awards. Stock options are exercisable generally for a period of 10 years from the date of grant and generally vest over four years . 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. Options A summary of the changes in options during the six months ended June 30, 2026 is as follows: Number of Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding and expected to vest at December 31, 2025 15,020,604 $ 12.51 6.69 $ 20,007,758 Granted 25,000 $ 6.69 - $ - Exercised ( 97,123 ) $ 1.05 - $ - Cancelled ( 125 ) $ 6.20 - $ - Outstanding at June 30, 2026 14,948,356 $ 12.58 6.18 $ 37,022,991 Options exercisable at June 30, 2026 11,157,446 $ 16.24 5.31 $ 17,604,100 11 Relmada Therapeutics, Inc. Notes to Unaudited Condensed Consolidated Financial Statements NOTE 7 - STOCKHOLDERS’ EQUITY (continued) At June 30, 2026, the Company has unrecognized stock-based compensation expense of approximately $ 5.8 million related to unvested stock options which will be recognized over the weighted average remaining service period of 2.62 years. During six months ended June 30, 2026, there were 25,000 options granted with the weighted average fair value of approximately $ 6.06 per share. For the year ended December 31, 2025, the weighted average fair value of options granted was approximately $ 1.38 per share. The weighted average fair value per share was calculated using the Black-Scholes model with the following specific assumptions: Six Months Ended Year Ended June 30, December 31, 2026 2025 Risk free interest rate 4.18 % 3.85 to 4.16 % Dividend yield 0 % 0 % Volatility 129 % 126.4 - 134.4 % Expected term (in years) 6.25 6.25 Warrants A summary of the changes in outstanding equity-warrants during the six months ended June 30, 2026 is as follows: Number of Shares Weighted Average Exercise Price Per Share Outstanding Warrants at December 31, 2025 5,880,085 $ 2.86 Granted 4,210,527 0.001 Exercised ( 3,765,000 ) 0.001 Outstanding at June 30, 2026 6,325,612 $ 2.66 Warrants Vested at June 30, 2026 6,325,612 $ 2.66 The warrants granted during the six months ended June 30, 2026 consist of 4,210,527 pre-funded warrants issued to investors in connection with the Company's March 2026 private placement. The pre-funded warrants have an exercise price of $ 0.001 per share and are classified as equity. At June 30, 2026, the Company had $ 0 of unrecognized compensation expense related to outstanding warrants. At June 30, 2026, the aggregate intrinsic value of warrants exercisable was $ 39,914,036 . Stock-based compensation by class of expense The following table summarizes the components of stock-based compensation expense which includes stock options, and warrants in the unaudited consolidated statements of operations for the three and six months ended June 30, 2026 and 2025 (rounded to nearest $00): Three Months Ended Six Months Ended June 30, June 30, 2026 2025 2026 2025 Research and development $ 218,500 $ 168,900 $ 455,500 $ 331,000 General and administrative 684,400 3,279,500 1,403,600 6,690,200 Total $ 902,900 $ 3,448,400 $ 1,859,100 $ 7,021,200 12 Relmada Therapeutics, Inc. Notes to Unaudited Condensed Consolidated Financial Statements NOTE 8 - COMMITMENTS AND CONTINGENCIES License Agreements Third Party Licensor Based upon a prior acquisition, the Company assumed an obligation to pay a third party (Dr. Charles E. Inturrisi and Dr. Paolo Manfredi – see below): (A) royalty payments up to 2 % on net sales of licensed products that are not sold by sublicensee and (B) on each and every sublicense earned royalty payment received by licensee from its sublicensee on sales of license product by sublicensee, the higher of (i) 20 % of the royalties received by licensee; or (ii) up to 2 % of net sales of sublicensee. The Company will also make milestone payments of up to $ 4 or $ 2 million, for the first commercial sale of product in the field that has a single active pharmaceutical ingredient, and for the first commercial sale of product in the field of product that has more than one active pharmaceutical ingredient, respectively. As of June 30, 2026, the Company has not generated any revenue related to this license agreement. Inturrisi / Manfredi In January 2018, we entered into an Intellectual Property Assignment Agreement (the Assignment Agreement) and License Agreement (the License Agreement and together with the Assignment Agreement, the Agreements) with Dr. Charles E. Inturrisi and Dr. Paolo Manfredi (collectively, the Licensor). Pursuant to the Agreements, Relmada assigned its existing rights, including patents and patent applications, to esmethadone in the context of psychiatric use (the Existing Invention) to Licensor. Licensor then granted Relmada under the License Agreement a perpetual, worldwide, and exclusive license to commercialize the Existing Invention and certain further inventions regarding esmethadone in the context of other indications such as those contemplated above. In consideration of the rights granted to Relmada under the License Agreement, Relmada paid the Licensor an upfront, non-refundable license fee of $ 180,000 . Additionally, Relmada 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 program. 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 Agreement. 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 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 collaboration among U.S., European and Swiss scientists that has focused on the discovery and development of compounds that may promote neural plasticity. Dr. Paolo Manfredi, co-inventor of REL-1017, and Dr. Marco Pappagallo, are among the scientists affiliated with Arbormentis, LLC. On May 12, 2025, the Company delivered to Arbormentis LLC a formal notice of termination of the License Agreement, ending the Company’s participation in the previously announced psilocybin development program. As a result of the cancellation, all obligations under the license agreement with Arbormentis 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. Trigone 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 candidate, which is a novel, sustained-release, formulation of gemcitabine/docetaxel, with the potential to be a best-in-class intravesical treatment across the NMIBC disease spectrum. 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 commercial milestones. The Company will also pay a royalty of 3 % on any worldwide 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. As of June 30, 2026, no additional milestones were achieved. 13 Relmada Therapeutics, Inc. Notes to Unaudited Condensed Consolidated Financial Statements NOTE 8 - COMMITMENTS AND CONTINGENCIES (continued) 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 ended December 31, 2026 and 2025 of approximately $ 4,600 , and $ 4,500 , respectively. 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 Company has elected the practical expedient and recognizes rent expense evenly over the 12 months. For the three months ended June 30, 2026 and 2025, the Company recognized lease expense of approximately $ 47,500 and $ 53,700 , respectively. For the six months ended June 30, 2026 and 2025, the Company recognized lease expense of approximately $ 93,200 and $ 98,500 , respectively. Legal From time to time, the Company may become involved in lawsuits and other legal proceedings that arise in the course of business. Litigation is subject to inherent uncertainties, and it is not possible to predict the outcome of litigation with total confidence. The Company is currently not aware of any legal proceedings or potential claims against it whose outcome would be likely, individually or in the aggregate, to have a material adverse effect on the Company’s business, financial condition, operating results, or cash flows. NOTE 9 - OTHER POSTRETIREMENT BENEFIT PLAN Relmada participates in a multiemployer 401(k) plan that permits eligible employees to contribute funds on a pretax basis subject to maximum allowed under federal tax provisions. The Company matches 100 % of the first 3 % of employee contributions, plus 50 % of employee contributions that exceed 3 % but do not exceed 5 %. The employees choose an amount from various investment options for both their contributions and the Company’s matching contribution. The Company’s contribution expense was $ 109,500 and $ 100,700 for the six months ended June 30, 2026 and 2025, respectively. NOTE 10 - SEGMENT REPORTING The Company determined its reporting units in accordance with ASC 280, Segment Reporting . Reportable operating segments are determined based on the management approach, as defined by ASC 280, and is based on the way that the chief operating decision-maker (CODM) organizes segments within the Company for making operating decisions, assessing performance, and allocating resources. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates the Company. Management determined the Company’s operations constitute a single reportable segment in accordance with ASC 280: clinical stage drug development. The Company derives all of its losses from the development of clinical stage drugs expenses. The Company’s CODM is its chief executive officer and chief financial officer. The CODM assesses performance and makes operating decisions about allocating resources based on the research and development operating expenses on the Consolidated Statements of Operations. The CODM does not review assets in evaluating the results of the clinical stage development, and therefore, such information is not presented. The following table provides the operating expenses of our clinical stage drug development segment for the three and six months ended June 30, 2026 and 2025 (rounded to the nearest $00): Three months ended June 30, Six months ended June 30, 2026 2025 2026 2025 Clinical Study Expense $ 3,482,900 $ 779,600 $ 4,954,000 $ 8,740,200 Other Research Expense 842,100 702,200 1,960,500 2,533,200 Manufacturing and Drug Storage Expense 2,652,500 81,600 5,436,700 237,200 Compensation Expense 836,300 1,062,700 2,510,800 1,996,100 Stock-based Compensation Expense 580,000 193,300 1,619,600 1,263,700 Total Research and Development Expense $ 8,393,800 $ 2,819,400 $ 16,481,600 $ 14,770,400 NOTE 11 - SUBSEQUENT EVENTS On July 27, 2026, 500,000 options were granted to an employees with an exercise price of $ 5.20 14