UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 FORM 10-K

 ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

 TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2023

 Commission file number: 000-55347

 (Exact name of registrant as specified in its charter)

 Nevada

 45-5401931

 (State or other jurisdiction of
 incorporation or organization)

 (I.R.S. Employer
 Identification No.)

 2222 Ponce de Leon Blvd., Floor 3

 Coral Gables, FL 33134

 (Address of principal executive offices) (Zip Code)

 (786) 629 1376

 (Registrant's telephone number, including
area code)

 Securities registered pursuant to Section 12(b)
of the Act:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Common Stock ($.001 par value)

 RLMD

 The NASDAQ Global Select Market

 Securities registered pursuant to section 12(g)
of the Act:

 None

 Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

 Indicate by checkmark whether the registrant (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes No

 Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§
232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post
such files). Yes No

 Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company,"
and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging Growth Company

 If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant
has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report.

 If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 As of June 30, 2023 (the last business day of the registrant's most
recently completed second fiscal quarter), the aggregate market value of the registrant's common stock held by non-affiliates of
the registrant was $ 72,952,616, based on the closing price on that date as reported on the NASDAQ.

 As of March 15, 2024, there were 30,174,202 shares
of common stock, $0.001 par value per share, outstanding.

 Documents Incorporated by Reference

 Portions of the registrant's definitive
proxy statement for its 2024 Annual Meeting of Stockholders (the "Proxy Statement"), to be filed within 120 days of the registrant's
fiscal year ended December 31, 2023, are incorporated by reference in Part III of this Annual Report on Form 10-K. Except with respect
to information specifically incorporated by reference in this Annual Report on Form 10-K, the Proxy Statement is not deemed to be filed
as part of this Annual Report on Form 10-K.

 Item Number and Caption

 Page

 Forward-Looking Statements

 ii

 1.

 Business

 1A.

 Risk Factors

 1B.

 Unresolved Staff Comments

 1C.

 Cybersecurity

 2.

 Properties

 3.

 Legal Proceedings

 4.

 Mine Safety Disclosures

 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 6.

 [Reserved]

 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 8.

 Financial Statements and Supplementary Data

 9.

 Changes in and Disagreements with Accountants on Accounting, and Financial Disclosure

 9A.

 Controls and Procedures

 9B.

 Other Information

 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 10.

 Directors, Executive Officers, and Corporate Governance

 11.

 Executive Compensation

 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 13.

 Certain Relationships and Related Transactions, and Director Independence

 14.

 Principal Accounting Fees and Services

 15.

 Exhibits, Financial Statement Schedules, Signatures

 i

 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This Annual Report on Form 10-K (this Report)
contains forward looking statements that involve risks and uncertainties, principally in the sections entitled "Description of Business,"
"Risk Factors," and "Management's Discussion and Analysis of Financial Condition and Results of Operations."
 All statements other than statements of historical fact contained in this Report, including statements regarding future events,
our future financial performance, business strategy and plans and objectives of management for future operations, are forward-looking
statements. We have attempted to identify forward-looking statements by terminology including "anticipates," "believes,"
"can," "continue," "could," "estimates," "expects," "intends,"
"may," "plans," "potential," "predicts," "should," or "will" or
the negative of these terms or other comparable terminology. Although we do not make forward-looking statements unless we believe we have
a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors, including the risks outlined under "Risk Factors" or elsewhere in this Report, which
may cause our or our industry's actual results, levels of activity, performance or achievements to differ materially from those
expressed or implied by these forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment.
New risks emerge from time to time and it is not possible for us to predict all risk factors, nor can we address the impact of all factors
on our business or the extent to which any factor, or combination of factors, may cause our actual results to differ materially from those
contained in any forward-looking statements. All forward-looking statements included in this document are based on information available
to us on the date hereof, and we assume no obligation to update any such forward-looking statements.

 You should not place undue reliance on any forward-looking
statement, each of which applies only as of the date of this Report on Form-10-K. Before you invest in our securities, you should be aware
that the occurrence of the events described in the section entitled "Risk Factors" and elsewhere in this Report could negatively
affect our business, operating results, financial condition and stock price. Except as required by law, we undertake no obligation to
update or revise publicly any of the forward-looking statements after the date of this Report on Form-10-K to conform our statements to
actual results or changed expectations.

 ii

 All brand names or trademarks appearing in
this report are the property of their respective holders. Unless the context requires otherwise, references in this report to "Relmada,"
the "Company," "we," "us," and "our" refer to Relmada Therapeutics, Inc., a Nevada corporation.

 ITEM 1. BUSINESS

 Business Overview

 Relmada Therapeutics, Inc. (Relmada, the Company,
we or us) (a Nevada corporation), is a clinical-stage biotechnology company focused on the development of esmethadone (d-methadone, dextromethadone,
REL-1017), an N-methyl-D-aspartate (NMDA) receptor antagonist. Esmethadone, an isomer of methadone, 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.

 Our lead product candidate, esmethadone, is being
developed as a rapidly acting, oral agent for the treatment of depression and other potential indications. On October 15, 2019, we reported
top-line data from study REL-1017-202. During late 2022, we announced RELIANCE I and III, both Phase 3 trials, did not achieve their primary
endpoints. Relmada has completed its long term, open label study and plans to complete two additional ongoing adjunctive Phase 3 trials
(RELIANCE II and RELIGHT).

 Relmada also intends, in 2024, to enter human
studies of its proprietary, modified-release formulation of psilocybin (REL-P11) in doses that we believe are lower than those associated
with psychedelic effects for metabolic indications.

 Phase 2 Clinical Trial

 In the REL-1017-202 study, 62 subjects, with an
average age of 49.2 years, with an average Hamilton Depression Rating Scale score of 25.3 and an average Montgomery-Asberg Depression
Rating Scale (MADRS) score of 34.0 (severe depression), were randomized. Other demographic characteristics were balanced across all arms.
After an initial screening period, subjects were randomized to one of three arms: placebo, REL-1017 25 mg or REL-1017 50 mg, in addition
to stable background antidepressant therapy. Subjects in the REL-1017 treatment arms received one loading dose of either 75 mg (25 mg
arm) or 100 mg (50 mg arm) of REL-1017. Subjects were treated inpatient for 7 days and discharged home at Day 9. They returned for follow-up
visits at Day 14 and Day 21. Efficacy was measured on Days 2, 4 and 7 in the dosing period and on Day 14, one week after treatment discontinuation.
61 subjects received all treatment doses and were included in the per-protocol population (PPP) treatment analysis; 57 subjects completed
all visits. All 62 randomized subjects were part of the intention-to-treat (ITT) analysis. No differences were observed between the ITT
and PPP analyses and results.

 We observed that subjects in both the REL-1017
25 mg and 50 mg treatment groups experienced statistically significant improvement on all efficacy measures tested as compared to subjects
in the placebo group, including: MADRS; the Clinical Global Impression – Severity (CGI-S) scale; the Clinical Global Impression
– Improvement (CGI-I) scale; and the Symptoms of Depression Questionnaire (SDQ).

 Improvements on the MADRS endpoint appeared on
Day 4 in both REL-1017 dose groups and continued through Day 7 and Day 14, seven days after treatment discontinuation, with P values<
0.03 and large effect sizes (a measure of quantifying the difference between two groups), ranging from 0.7 to 1.0. Similar findings emerged
from the CGI-S and CGI-I scales.

 The study also confirmed the tolerability profile
of REL-1017, which was observed in the Phase 1 studies. Subjects experienced only mild and moderate adverse events (AEs), and no serious
adverse events, without significant differences between placebo and treatment groups. The AEs observed in the Phase 2a clinical study
were of the same nature as those observed in the Phase 1 clinical studies of d-Methadone, and there was no evidence of either treatment
induced psychotomimetic and dissociative AEs or withdrawal signs and symptoms upon treatment discontinuation.

 Phase 3 Program

 On December 20, 2020, Relmada announced that the
first patient had been enrolled in the first Phase 3 clinical trial (RELIANCE I) for the Company's lead product candidate, REL-1017,
as an adjunctive treatment for Major Depressive Disorder (MDD).

 On April 1, 2021, Relmada announced the initiation
of RELIANCE II, the second of two sister pivotal Phase 3 clinical trials (RELIANCE I and RELIANCE II) for the Company's lead product
candidate, REL-1017, as an adjunctive treatment for MDD.

 On October 4, 2021, Relmada announced the initiation
of RELIANCE III study, a monotherapy trial for the Company's lead product candidate, REL-1017.

 In addition, on
October 4, 2021, Relmada announced that in order to support potential regulatory submissions seeking approval for REL-1017 as adjunctive
and monotherapy treatment, the Food and Drug Administration (FDA) confirmed that, based on what was known at the time, Relmada would
not be required to conduct a two-year carcinogenicity study of REL-1017, as sufficient clinical data had been generated to date. The
FDA also confirmed that Relmada would not need to conduct a TQT cardiac study in humans to support cardiac safety in potential regulatory
submissions for REL-1017, as the data already provided and the data to be generated by the Phase 3 program would be adequate to evaluate
the cardiac safety profile of REL-1017.

 On August 9, 2022, Relmada
announced that the FDA granted Fast Track designation to REL-1017 as a monotherapy for the treatment of MDD.

 On October 13, 2022,
Relmada announced that its RELIANCE III study, evaluating REL-1017 in the monotherapy setting for MDD, did not achieve its primary endpoint,
which was a statistically significant improvement in depression symptoms compared to placebo as measured by MADRS on Day 28. In the study,
the REL-1017 treatment arm showed a MADRS reduction of 14.8 points at Day 28 versus 13.9 points for the placebo arm, a higher than expected
placebo response.

 On December 7, 2022,
Relmada announced that its RELIANCE I study, evaluating REL-1017 as an adjunctive treatment for MDD, did not achieve its primary endpoint,
which was a statistically significant improvement in depression symptoms compared to placebo as measured by MADRS on Day 28. In the study,
the REL-1017 treatment arm (n= 113) showed a MADRS reduction of 15.1 points at Day 28 versus 12.9 points for the placebo arm (n=114),
which is a clinically meaningful difference of 2.3 points on the MADRS. The study also showed a nominally statistically significant difference
in the response rate, with a response rate of 39.8% in the REL-1017 arm vs 27.2% in the placebo arm (p<0.05). Additionally, in a prespecified
per protocol population analysis, the REL-1017 treatment arm (n=101) showed a MADRS reduction of 15.6 points at Day 28 versus 12.5 points
for the placebo arm (n=97), a difference of 3.1 points, with nominal p=0.051.

 Patients
who completed the RELIANCE trials were eligible to rollover into the long-term, open-label study, Study 310, which also included subjects
who had not previously participated in a REL-1017 clinical trial. This rollover study completed subject visits on July 11, 2023. On September
20, 2023, Relmada announced efficacy results for the de novo (or new to treatment) patients (204 patients) and safety results for all
subjects (627 patients) from Study 310 of REL-1017 in patients with MDD. Patients treated daily with REL-1017 for up to one year experienced
rapid, clinically meaningful, and sustained improvements in depressive symptoms and associated functional impairment. REL-1017 was well-tolerated
with long-term dosing, showing low rates of adverse events and discontinuations due to adverse events. The most commonly
reported adverse events deemed to be treatment-related all occurred included headache, nausea and dizziness. No
new safety signals were detected.

 On August 23, 2023, Relmada announced the dosing
of the first patient in RELIGHT, a Phase 3 clinical trial for REL-1017, as an adjunctive treatment for MDD.

 Human Abuse Potential (HAP) Studies

 Top-line Results - Oxycodone:

 On July 27, 2021, Relmada announced top-line results
that showed that all three doses of REL-1017 (25 mg, 75 mg and 150 mg, the therapeutic, supratherapeutic and maximum tolerated doses (MTD),
respectively) tested in recreational opioid users, demonstrated a highly statistically significant difference vs. the active control drug,
oxycodone 40 mg. The study's primary endpoint was a measure of "likability" with the subjects rating the maximum effect
(or Emax) for Drug Liking "at the moment", using a 1-100 bipolar rating scale (known as a visual analog scale or VAS), with
100 as the highest likability, 50 as neutral (placebo-like), and 0 the highest dislike. In summary, all tested doses of REL-1017, including
the 150 mg MTD, showed a highly statistically significant difference in abuse potential versus oxycodone with p-values less than 0.05.
Consistent results were seen for the secondary endpoints. Additionally, all REL-1017 doses including 150 mg (6 times the therapeutic dose
and MTD) were statistically equivalent to placebo (p<0.05). These results support the lack of opioid effects of REL-1017.

 Top-line Results - Ketamine:

 On February 23, 2022, Relmada announced top-line
results that showed that all three doses of REL-1017 (25 mg, 75 mg, and 150 mg, the therapeutic, supratherapeutic and MTD, respectively)
tested in recreational drug users, demonstrated a substantial (30+ points) and statistically significant difference vs. the active control
drug, intravenous ketamine 0.5 mg/kg over 40 minutes, and, importantly, were statistically equivalent to placebo. The study's primary
endpoint was a measure of "likability" with the subjects rating the maximum effect (or Emax) for Drug Liking "at this
moment", using a 1-100 bipolar rating scale (known as a visual analog scale or VAS), with 100 as the highest likability, 50 as neutral
(placebo-like), and 0 the highest dislike. Consistent results are seen for the secondary endpoints.

 Psilocybin Program (REL-P11):

 On October 11, 2023, Relmada announced that it
intends to enter human studies of its proprietary, modified-release formulation of psilocybin (REL-P11) for metabolic indications in doses
that we believe are lower than those associated with psychedelic effects. The Company plans to commence a single-ascending dose Phase
1 trial in obese patients in the first half of 2024 to define the pharmacokinetic, safety and tolerability profile of Relmada's
modified-release psilocybin formulation (REL-P11) in this population, followed by a Phase 2a trial to establish clinical proof-of-concept.

 Pre-clinical data in a rodent model of metabolic
dysfunction-associated steatotic liver disease (MASLD) demonstrated beneficial effects of psilocybin, on multiple metabolic parameters,
including reduced hepatic steatosis, reduced body weight gain, and fasting blood glucose levels.

 Key Upcoming Anticipated Milestones

 We expect multiple key milestones over the next
12 months. These include:

 Complete enrollment in the ongoing RELIANCE II study, which is planned to enroll approximately 300 patients, with top-line data in the second half of 2024.

 Complete enrollment in the RELIGHT study (study 304), which is planned to enroll approximately 300 patients, by the end of 2024.

 Initiate Phase 1 trial in obese patients with the modified-release formulation of psilocybin (REL-P11) in the first half of 2024.

 Our Development Program

 Esmethadone (d-Methadone, dextromethadone, REL-1017) as a treatment
for MDD

 Background

 In 2021, the National Institute of Mental Health
(NIMH) estimated that 21.0 million adults aged 18 or older in the United States had at least one major depressive episode in the past
year. According to data from nationally representative surveys supported by NIMH, about 61% of adult Americans diagnosed with major depression
received treatment in 2021. Of those receiving treatment with as many as four different standard antidepressants, 33% of drug-treated
depression patients do not achieve adequate therapeutic benefits according to the Sequenced Treatment Alternatives to Relieve Depression
(STAR*D) trial published in the American Journal of Psychiatry.

 In
addition to the high failure rate, only two of the marketed products for depression, esketamine (marketed by Johnson and Johnson as Spravato),
an in-clinic nasal spray treatment, and dextromethorphan-bupropion (marketed by Axsome as Auvelity),
can demonstrate rapid antidepressant effects, while the other currently approved products can take two to eight weeks to show activity.
The urgent need for improved, faster acting antidepressant treatments is underscored by the fact that severe depression can be life-threatening,
due to heightened risk of suicide.

 Esmethadone Overview and Mechanism of Action

 Esmethadone's mechanism of action, as a
low affinity, non-competitive NMDA channel blocker or antagonist, is fundamentally differentiated from most currently FDA-approved antidepressants,
as well as all atypical antipsychotics used adjunctively with standard, FDA-approved antidepressants. Working through the same brain mechanisms
as ketamine and esketamine but potentially lacking their adverse side effects, esmethadone is being developed as a rapidly acting, oral
agent for the treatment of depression and potentially other CNS conditions.

 In chemistry an enantiomer, also known as an optical
isomer, is one of two stereoisomers that are mirror images of each other that are non-superimposable (not identical), much as one's
left and right hands are the same except for being reversed along one axis. A racemic compound, or racemate, is one that has equal amounts
of left- and right-handed enantiomers of a chiral molecule. For racemic drugs, often only one of a drug's enantiomers is responsible
for the desired physiologic effects, while the other enantiomer is less active or inactive.

 As a single isomer of racemic methadone, esmethadone
has been shown to possess NMDA antagonist properties with virtually no traditional opioid or ketamine-like adverse events at the expected
therapeutic doses. In contrast, racemic methadone is associated with common opioid side effects that include anxiety, nervousness, restlessness,
sleep problems (insomnia), nausea, vomiting, constipation, diarrhea, drowsiness, and others. It has been shown that the left (levo) isomer,
l-methadone, is largely responsible for methadone's opioid activity, while the right (dextro) isomer, esmethadone, at the currently
therapeutic doses used in development is virtually inactive as an opioid while maintaining affinity for the NMDA receptor.

 NMDA receptors are present in many parts of the
CNS and play important roles in regulating neuronal activity and promoting synaptic plasticity in brain areas important for cognitive
functions such as executive function, learning and memory. Based on these premises, esmethadone could show benefits in several different
CNS indications.

 Esmethadone (d-methadone, dextromethadone, REL-1017) in other indications

 While our current strategy is currently to focus
on the further development of esmethadone as an adjunctive treatment for MDD, we are evaluating other indications that Relmada may explore
in the future, including restless leg syndrome and other glutamatergic system activation related diseases.

 Psilocybin Program

 Relmada acquired the development and commercial
rights to a novel psilocybin and derivative program from Arbormentis LLC in July of 2021. The original focus of the program was limited
to neurodegenerative diseases. Psilocybin has neuroplastogen effects that have the potential to ameliorate the consequences of
multiple neurodegenerative conditions. The pleiotropic metabolic effects of low-dose psilocybin were discovered while studying its neuroplastogen
potential in a rodent model deficient in neurogenesis – obese rodents maintained on a high fructose, high fat diet (HFHFD). Specifically,
in a rodent model of metabolic dysfunction-associated steatotic liver disease (MASLD), beneficial effects of psilocybin were observed
on multiple metabolic parameters, including reduced hepatic steatosis, reduced body weight gain, and fasting blood glucose levels.

 Our Corporate History and Background

 We are a clinical-stage, publicly traded biotechnology
company developing NCEs and novel versions of drug products that potentially address areas of high unmet medical need in the treatment
of depression and other CNS diseases. We are also developing a novel modified release formulation of psilocybin for the treatment of metabolic
indications.

 Currently, none of our product candidates have
been approved for sale in the United States or elsewhere. We have no commercial products nor do we have a sales or marketing infrastructure.
In order to market and sell our products we must conduct clinical trials on patients and obtain regulatory approvals from appropriate
regulatory agencies, like the FDA in the United States, and similar organizations elsewhere in the world.

 We have not generated revenues and do not anticipate
generating revenues for the foreseeable future. We had net loss of approximately $98,791,700 and $157,043,800 for the years ended December
31, 2023 and 2022, respectively. At December 31, 2023, we had an accumulated deficit of approximately $560,902,700.

 Business Strategy

 Our strategy is to leverage our considerable industry
experience, understanding of CNS markets and development expertise to identify, develop and commercialize product candidates with significant
market potential that can fulfill unmet medical needs in the treatment of CNS diseases. We have assembled a management team along with
both scientific advisors, including recognized experts in the fields of depression, and business advisors with significant industry and
regulatory experience to lead and execute the development and commercialization of esmethadone.

 We plan to further develop esmethadone as our
priority program. As the drug esmethadone is an NCE, the regulatory pathway required to support a new drug application (NDA) submission
involves a full clinical development program. We plan to continue to generate intellectual property (IP) that will further protect our
products from competition. We will also continue to prioritize our product development activities after taking into account the resources
we have available, market dynamics and potential for adding value.

 Market Opportunity

 We believe that the market for addressing areas
of high unmet medical need in the treatment of CNS diseases will continue to be large for the foreseeable future and that it will represent
a sizable revenue opportunity for us. For example, the World Health Organization (WHO) has estimated that CNS diseases affect nearly 2
billion people globally, making up approximately 40% of total disease burden (based on disability adjusted life years), compared with
13% for cancer and 12% for cardiovascular disease.

 The depression treatment market is segmented on
the basis of antidepressants drugs, devices, and therapies. Antidepressants are the largest and most popular market segment. The antidepressants
segment consists of large pharmaceutical and generic companies, such as Eli Lilly, Pfizer, GlaxoSmithKline, Allergan, Sage Therapeutics
and Johnson & Johnson. Some of the notable drugs produced by these companies are Cymbalta (Eli Lilly), Effexor
 (Pfizer), Pristiq (Pfizer), ZURZUVANE TM (Sage), Spravato (Johnson & Johnson) and
Auvelity TM (Axsome).

 Intellectual Property Portfolio and Market Exclusivity

 We have over 50 issued patents and pending patent
applications related to REL-1017 for multiple uses, including psychological and neurological conditions, potentially provide coverage
beyond 2033. We have also secured an Orphan Drug Designation from the FDA for d-methadone for "the treatment of postherpetic neuralgia"
(postherpetic neuralgia is lasting pain in areas of skin affected by previous outbreaks of shingles, caused by the varicella-zoster, or
herpes zoster, virus) which, upon potential NDA approval, carries 7-year FDA Orphan Drug marketing exclusivity. In the European Union,
some of our prospective products may be eligible up to 10 years of market exclusivity, which includes 8 years data exclusivity and 2 years
market exclusivity. In addition to any granted patents, REL-1017 will be eligible for market exclusivity to run concurrently with the
term of the patent for 5 years in the U.S. (Hatch Waxman Act) and may be eligible for an additional 6 months of pediatric exclusivity
and up to 10 years of exclusivity in the European Union. We believe an extensive intellectual property estate of US and foreign patents
and applications, once approved, will protect our technology and products.

 Esmethadone License Agreement

 As a result of a prior acquisition, the Company
assumed an obligation to pay third parties (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 December 31, 2023, 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 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, 2023, no events have occurred, and the Company
continues to pay Licensor $45,000 every three months.

 The License Agreement includes standard termination
rights for Licensor in the event of our insolvency, challenge of the licensed patents and uncured material breach of our obligations under
the License Agreement. In addition, the License Agreement contains certain "Key Man" provisions such that Licensor may terminate
the License Agreement if we terminate the employment of our Chief Executive Officer, Dr Sergio Traversa, for any reason other than for
specified causes determined by a majority of our Board of Directors (including fraud, gross negligence, unauthorized use of our confidential
information, conduct including harassment or discrimination, breach of fiduciary duty or uncured material breach), or if we (a) substantially
modify Dr. Traversa's job responsibilities or decision-making rights in connection with the development and commercialization of
esmethadone, (b) remove him from the role of Chief Executive Officer other than in connection with a permitted change-of-control transaction,
(c) materially reduce his compensation, or (d) assign or transfer our rights under the License Agreement or the esmethadone intellectual
property without Dr. Traversa's consent, in each case (termination or the events in (a) through (d)) during the period commencing
on the effective date and ending on the later of five years from the original effective date of the License Agreement or December 31,
2022. The December 2019 amendment to the License Agreement made certain clarifications to the nature of a termination for Cause, including
to clarify that termination due to Dr. Traversa's death or disability does not give Licensor the right to terminate the License
Agreement. On December 27, 2022, the Licensor and the Company entered into a new amendment extending the "Key Man" provision
period until December 31, 2027. The License Agreement was not otherwise modified.

 Wonpung License Agreement

 In 2007, the Company entered into a License Development and Commercialization
Agreement with Wonpung Mulsan Co, a shareholder of the Company. Wonpung has exclusive territorial rights in countries it selects in Asia
to market up to two drugs the Company is currently developing and a right of first refusal (ROFR) for up to an additional five drugs that
the Company may develop in the future as defined in more detail in the license agreement. If the parties cannot agree to terms of a license
agreement then the Company shall be able to engage in discussions with other potential licensors. As of March 19, 2024, no discussions
are active between the Company and Wonpung.

 The Company received an upfront license fee of
$1,500,000 and will earn royalties of up to 12% of net sales for up to two licensed products it is currently developing. The licensing
terms for the ROFR products are subject to future negotiations and binding arbitration. The terms of each licensing agreement will expire
on the earlier of any time from 15 years to 20 years after licensing or on the date of commercial availability of a generic product to
such licensed product in the licensed territory.

 Psilocybin License Agreement

 In July 2021, we executed a License Agreement
with Arbormentis, LLC which gives us the development and commercial rights to a novel psilocybin and derivate program. Under the terms
of the agreement, we paid Arbormentis, LLC an up-front 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 percentage royalty on net sales of any
commercialized therapy resulting from this agreement. The license agreement is terminable by us but is perpetual and not terminable by
the licensor absent material breach of its terms by us. We will collaborate with Arbormentis, LLC on the development of new therapies
targeting neurological, psychiatric and metabolic disorders. We will leverage Arbormentis' understanding of neuroplasticity, and
focusing on this emerging new class of drugs targeting the neuroplastogen mechanism of action. Importantly, neuroplasticity also plays
a key role in the activity of REL-1017, Relmada's lead program. Dr. Paolo Manfredi, our Acting Chief Scientific Officer and
co-inventor of REL-1017, and Dr. Marco Pappagallo, Safety/Adjudication Officer, are among the scientists affiliated with Arbormentis,
LLC.

 Key Strengths

 We believe that the key elements for our market success include:

 Compelling lead product opportunity, REL-1017 currently in two Phase 3 trials for the adjunctive treatment of MDD (RELIANCE II and RELIGHT) that build on the knowledge gleaned from RELIANCE I, which did not meet its primary endpoint.

 Robust and highly statistically significant, efficacy seen with esmethadone in a randomized Phase 2 trial with the primary endpoint at 7 days, with onset of action seen at 4 days, and the effect carrying through to 14 days (7 days post treatment).

 Successful Phase 1 safety studies of esmethadone and strong clinical activity signal in depression established in three independent animal models in preclinical studies.

 Potential in additional multiple indications in underserved markets with large patient population in other affective disorders, and cognitive disorders.

 Substantial esmethadone IP portfolio and market protection: approved and filed patent applications provide coverage beyond 2033.

 Portfolio diversification with the development of a novel psilocybin (REL-P11) for the treatment of metabolic indications. This program is expected to enter human studies, to define its pharmacokinetic, safety and tolerability profile, in first half of 2024.

 Scientific
support of leading experts: Our scientific advisors include clinicians and scientists who are affiliated with a number of highly regarded
medical institutions such as Harvard, Cornell, Yale, and University of Pennsylvania.

 Competition

 The pharmaceutical and biotechnology industry
is characterized by intense competition, rapid product development and technological change. Competition is intense among manufacturers
of prescription pharmaceuticals and other product areas where we may develop and market products in the future. Most of our competitors
are large, well-established pharmaceutical or healthcare companies with considerably more financial, marketing, sales and technical resources
than are available to us. Additionally, many of our competitors have research and development capabilities that may allow such competitors
to develop new or improved products that may compete with our products. Our products could be rendered obsolete or made uneconomical by
the development of new products.

 Regarding our competitive position in the industry,
we currently have no products approved for sale.

 Government Regulation

 Government authorities in the United States, at
the federal, state and local level, and in other countries and jurisdictions extensively regulate, among other things, the research, development,
testing, manufacture, quality control, approval, packaging, storage, recordkeeping, labeling, advertising, promotion, distribution, marketing,
post-approval monitoring and reporting, and import and export of pharmaceutical products. The processes for obtaining regulatory approvals
in the United States and in foreign countries and jurisdictions, along with subsequent compliance with applicable statutes and regulations
and other regulatory authorities, require the expenditure of substantial time and financial resources.

 FDA Approval Process

 In the United States, pharmaceutical products
are subject to extensive regulation by the FDA. The Federal Food, Drug, and Cosmetic Act (FD&C Act) and other federal and state statutes
and regulations govern, among other things, the research, development, testing, manufacture, storage, recordkeeping, approval, labeling,
promotion and marketing, distribution, post-approval monitoring and reporting, sampling and import and export of pharmaceutical products.
Failure to comply with applicable U.S. requirements may subject a company to a variety of administrative or judicial sanctions, such as
FDA refusal to approve pending NDAs, warning or untitled letters, product recalls, product seizures, total or partial suspension of production
or distribution, injunctions, fines, civil penalties and criminal prosecution.

 Pharmaceutical product development for a new product
or certain changes to an approved product in the U.S. typically involves preclinical laboratory and animal tests, the submission to FDA
of an investigational new drug application (IND) which must become effective before clinical testing may commence, and adequate and well-controlled
clinical trials to establish the safety and effectiveness of the drug for each indication for which FDA approval is sought. Satisfaction
of FDA pre-market approval requirements typically takes many years and the actual time required may vary substantially based upon the
type, complexity and novelty of the product or disease.

 Preclinical tests include laboratory evaluation
of product chemistry, formulation and toxicity, as well as animal trials to assess the characteristics and potential safety and efficacy
of the product. The conduct of the preclinical tests must comply with federal regulations and requirements, including good laboratory
practices. The results of preclinical testing are submitted to FDA as part of an IND along with other information, including information
about product chemistry, manufacturing and controls, and a proposed clinical trial protocol. Long-term preclinical tests, such as animal
tests of reproductive toxicity and carcinogenicity, may continue after the IND is submitted. A 30-day waiting period after the submission
of each IND is required prior to the commencement of clinical testing in humans. If FDA has neither commented on nor questioned the IND
within this 30-day period, the clinical trial proposed in the IND may begin. Clinical trials involve the administration of the investigational
new drug to healthy volunteers or patients under the supervision of a qualified investigator. Clinical trials must be conducted: (i)
in compliance with federal regulations; (ii) in compliance with good clinical practice, or GCP, an international standard meant to protect
the rights and health of patients and to define the roles of clinical trial sponsors, administrators and monitors; as well as (iii) under
protocols detailing the objectives of the trial, the parameters to be used in monitoring safety and the effectiveness criteria to be
evaluated. Each protocol involving testing on U.S. patients and subsequent protocol amendments must be submitted to FDA as part of the
IND.

 FDA may not permit a clinical trial to begin,
or may order the temporary, or permanent, discontinuation of a clinical trial at any time, or impose other sanctions, if it believes that
the clinical trial either is not being conducted in accordance with FDA requirements or presents an unacceptable risk to the clinical
trial patients. The study protocol and informed consent information for patients in clinical trials must also be submitted to an institutional
review board (IRB) for approval. An IRB may also require the clinical trial at the site to be halted, either temporarily or permanently,
for failure to comply with the IRB's requirements, or may impose other conditions.

 Clinical trials to support NDAs for marketing
approval are typically conducted in three sequential phases, but the phases may overlap. In Phase 1, the initial introduction of the drug
into healthy human subjects or patients, the drug is tested to assess metabolism, pharmacokinetics, pharmacological actions, side effects
associated with increasing doses, and, if possible, early evidence of effectiveness. Phase 2 usually involves trials in a limited patient
population to determine the effectiveness of the drug for a particular indication, dosage tolerance and optimum dosage, and to identify
common adverse effects and safety risks. If a drug demonstrates evidence of effectiveness and an acceptable safety profile in Phase 2
evaluations, Phase 3 trials are undertaken to obtain the additional information about clinical efficacy and safety in a larger number
of patients, typically at geographically dispersed clinical trial sites, to permit FDA to evaluate the overall benefit-risk relationship
of the drug and to provide adequate information for the labeling of the drug. In most cases, FDA requires two adequate and well-controlled
Phase 3 clinical trials, each convincing on its own, to demonstrate the efficacy of the drug. A single Phase 3 trial with other confirmatory
evidence may be sufficient in rare instances, such as (i) where the study is a large multicenter trial demonstrating internal consistency
and a statistically very persuasive finding of a clinically meaningful effect on mortality, irreversible morbidity or prevention of a
disease with a potentially serious outcome and confirmation of the result in a second trial would be practically or ethically impossible
or (ii) when in conjunction with other confirmatory evidence.

 After completion of the required clinical testing,
an NDA is prepared and submitted to FDA. FDA approval of the NDA is required before marketing of the product may begin in the U.S. The
NDA must include the results of all preclinical, clinical and other testing and a compilation of data relating to the product's
pharmacology, chemistry, manufacture and controls. The cost of preparing and submitting an NDA is substantial. The submission of most
NDAs is additionally subject to a substantial application user fee, and the applicant under an approved NDA is also subject to an annual
program fee for each prescription product. These fees are typically increased annually. Sponsors of applications for drugs granted Orphan
Drug Designation are exempt from these user fees.

 FDA has 60 days from its receipt of an NDA to
determine whether the application will be accepted for filing based on the agency's threshold determination that it is sufficiently
complete to permit substantive review. Once the submission is accepted for filing, FDA begins an in-depth review. FDA has agreed to certain
performance goals in the review of NDAs to encourage timeliness. Applications for most standard review drug products are reviewed within
twelve months from submission of NDAs for new molecular entities (NMEs) and ten months from submission of NDAs for non-NMEs. Priority
review can be applied to drugs that FDA determines offer major advances in treatment or provide a treatment where no adequate therapy
exists. The review process for both standard and priority review may be extended by FDA for three additional months to consider certain
late-submitted information or information intended to clarify information already provided in the submission.

 FDA may also refer applications for novel drug
products, or drug products that present difficult questions of safety or efficacy, to an outside advisory committee – typically
a panel that includes clinicians and other experts – for review, evaluation and a recommendation as to whether the application should
be approved. FDA is not bound by the recommendation of an advisory committee, but it generally follows such recommendations.

 Before approving an NDA, FDA will typically inspect
one or more clinical sites to assure compliance with GCP. Additionally, FDA will inspect the facility or the facilities at which the drug
is manufactured. FDA will not approve the product unless compliance with current good manufacturing practices (cGMPs) is satisfactory
and the NDA contains data that provide substantial evidence that the drug is safe and effective in the indication studied.

 After FDA evaluates the NDA and the manufacturing
facilities, it issues either an approval letter or a complete response letter. A complete response letter generally outlines the deficiencies
in the submission and may require substantial additional testing, or information, in order for FDA to reconsider the application. If,
or when, those deficiencies have been addressed to FDA's satisfaction in a resubmission of the NDA, FDA will issue an approval letter.
FDA has committed to reviewing such resubmissions in two or six months depending on the type of information included. An approval letter
authorizes commercial marketing of the drug with specific prescribing information for specific indications. As a condition of NDA approval,
FDA may require a risk evaluation and mitigation strategy (REMS) to help ensure that the benefits of the drug outweigh the potential risks.
REMS can include medication guides, communication plans for healthcare professionals, and elements to assure safe use (ETASU). ETASU can
include, but are not limited to, special training or certification for prescribing or dispensing, dispensing only under certain circumstances,
special monitoring and the use of patient registries. The requirement for a REMS can materially affect the potential market and profitability
of the drug. Moreover, product approval may require substantial post-approval testing and surveillance to monitor the drug's safety
or efficacy. Once granted, product approvals may be withdrawn if compliance with regulatory standards is not maintained or problems are
identified following initial marketing.

 Changes to some of the conditions established
in an approved application, including changes in indications, labeling, or manufacturing processes or facilities, require submission and
FDA approval of a new NDA or NDA supplement before the change can be implemented. An NDA supplement for a new indication typically requires
clinical data similar to that in the original application, and FDA uses the same procedures and actions in reviewing NDA supplements as
it does in reviewing NDAs.

 Fast Track Designation

 FDA is required to facilitate the development,
and expedite the review, of drugs that are intended for the treatment of a serious or life-threatening disease or condition for which
there is no effective treatment and which demonstrate the potential to address unmet medical needs for the condition. Under the Fast Track
program, the sponsor of a new drug candidate may request that FDA designate the drug candidate for a specific indication as a Fast Track
drug concurrent with, or after, the submission of the IND for the drug candidate. FDA must determine if the drug candidate qualifies for
Fast Track Designation within 60 days of receipt of the sponsor's request.

 If a submission is granted Fast Track Designation,
the sponsor may engage in more frequent interactions with FDA, and FDA may review sections of the NDA before the application is complete.
This rolling review is available if the applicant provides, and FDA approves, a schedule for the submission of the remaining information
and the applicant pays applicable user fees. However, FDA's time period goal for reviewing an application does not begin until the
last section of the NDA is submitted. Additionally, Fast Track Designation may be withdrawn by FDA if FDA believes that the designation
is no longer supported by data emerging in the clinical trial process.

 Orphan Drugs

 Under the Orphan Drug Act, FDA may grant Orphan
Drug Designation to drugs intended to treat a rare disease or condition – generally a disease or condition that affects fewer than
200,000 individuals in the U.S. Orphan Drug designation must be requested before submitting an NDA. After FDA grants Orphan Drug Designation,
the generic identity of the drug and its potential orphan use are disclosed publicly by FDA. Orphan Drug Designation does not convey any
advantage in, or shorten the duration of, the regulatory review and approval process. The first NDA applicant to receive FDA approval
for a particular active ingredient to treat a particular disease with FDA Orphan Drug Designation is entitled to a seven-year exclusive
marketing period in the U.S. for the active ingredient in that product, for that indication. During the seven-year exclusivity period,
FDA may not approve any other applications to market the same drug for the same disease, except in limited circumstances, such as a showing
of clinical superiority to the product with orphan drug exclusivity. Orphan drug exclusivity does not prevent FDA from approving a different
drug for the same disease or condition, or the same drug for a different disease or condition. Among the other benefits of Orphan Drug
Designation are tax credits for certain research and an exemption from the NDA application user fee.

 Disclosure of Clinical Trial Information

 Sponsors of clinical trials of FDA regulated products,
including drugs, are required to register and disclose certain clinical trial information. Information related to the product, patient
population, phase of investigation, study sites and investigators, and other aspects of the clinical trial is then made public as part
of the registration. Sponsors are also obligated to discuss the results of their clinical trials after completion. Disclosure of the results
of these trials can be delayed in certain circumstances for up to two years after the date of completion of the trial. Competitors may
use this publicly available information to gain knowledge regarding the progress of development programs.

 Pediatric Information

 Under the Pediatric Research Equity Act (PREA),
NDAs or supplements to NDAs must contain data to assess the safety and effectiveness of the drug for the claimed indications in all relevant
pediatric subpopulations and to support dosing and administration for each pediatric subpopulation for which the drug is safe and effective.
FDA may grant full or partial waivers, or deferrals, for submission of data. With certain exceptions, PREA does not apply to any drug
for an indication for which orphan designation has been granted.

 The Best Pharmaceuticals for Children Act (BPCA)
provides NDA holders a six-month extension of any exclusivity – patent or nonpatent – for a drug if certain conditions are
met. Conditions for exclusivity include FDA's determination that information relating to the use of a new drug in the pediatric
population may produce health benefits in that population, FDA making a written request for pediatric studies, and the applicant agreeing
to perform, and reporting on, the requested studies within the statutory timeframe. Applications under the BPCA are treated as priority
applications, with all of the benefits that designation confers.

 Post-Approval Requirements

 Once an NDA is approved, a product will be subject
to certain post-approval requirements. For instance, FDA closely regulates the post-approval marketing and promotion of drugs, including
standards and regulations for direct-to-consumer advertising, off-label promotion, industry-sponsored scientific and educational activities
and promotional activities involving the internet. Drugs may be marketed only for the approved indications and in accordance with the
provisions of the approved labeling.

 Adverse event reporting and submission of periodic
reports are required following FDA approval of an NDA. FDA also may require post-marketing testing, known as Phase 4 testing, REMS and
surveillance to monitor the effects of an approved product, or FDA may place conditions on an approval that could restrict the distribution
or use of the product. In addition, quality control, drug manufacture, packaging and labeling procedures must continue to conform to cGMPs
after approval. Drug manufacturers and certain of their subcontractors are required to register their establishments with FDA and certain
state agencies. Registration with FDA subjects entities to periodic unannounced inspections by FDA, during which the Agency inspects manufacturing
facilities to assess compliance with cGMPs. Accordingly, manufacturers must continue to expend time, money and effort in the areas of
production and quality-control to maintain compliance with cGMPs. Regulatory authorities may withdraw product approvals or request product
recalls if a company fails to comply with regulatory standards, if it encounters problems following initial marketing, or if previously
unrecognized problems are subsequently discovered.

 FDA strictly regulates marketing, labeling, advertising
and promotion of drugs that are placed on the market. Advertising and promotion of drugs must be in compliance with the Federal Food,
Drug, and Cosmetic Act (FDCA) and its implementing regulations and only for the approved indications and in a manner consistent with
the approved labeling. FDA and other agencies actively enforce the laws and regulations prohibiting the promotion of off-label uses,
and a company that is found to have improperly promoted off-label uses may be subject to significant liability, including investigation
by federal and state authorities.

 Generic Competition

 In seeking approval for a drug through an NDA,
applicants are required to list with the FDA each patent whose claims cover the applicant's product. Upon approval of a drug, each
of the patents listed in the application for the drug is then published in the FDA's Approved Drug Products with Therapeutic Equivalence
Evaluations, commonly known as the Orange Book. Drugs listed in the Orange Book can, in turn, be cited by potential generic competitors
in support of approval of an abbreviated new drug application (ANDA). An ANDA provides for marketing of a drug product that has the same
active ingredients in the same strengths and dosage form as the listed drug and has been shown through bioequivalence testing to be therapeutically
equivalent to the listed drug. Other than the requirement for bioequivalence testing, ANDA applicants are not required to conduct, or
submit results of, preclinical or clinical tests to prove the safety or effectiveness of their drug product. Drugs approved in this way
are commonly referred to as "generic equivalents" to the listed drug and can often be substituted by pharmacists under prescriptions
written for the original listed drug.

 The ANDA applicant is required to certify to the
FDA concerning any patents listed for the approved product in the FDA's Orange Book. Specifically, the applicant must certify that
(i) the required patent information has not been filed; (ii) the listed patent has expired; (iii) the listed patent has
not expired but will expire on a particular date and approval is sought after patent expiration; or (iv) the listed patent is invalid
or will not be infringed by the new product (a Paragraph IV certification). The ANDA applicant may also elect to submit a section viii
statement certifying that its proposed ANDA label does not contain (or carve out) any language regarding the patented method-of-use rather
than certify to a listed method-of-use patent. If the applicant does not challenge the listed patents or certifies that the listed patents
will not be infringed by the new product, the ANDA application will not be approved until all the listed patents claiming the referenced
product have expired. If the ANDA applicant has provided a Paragraph IV certification, the NDA and patent holders may then initiate a
patent infringement lawsuit in response. The filing of a patent infringement lawsuit within 45 days of the receipt of a such certification
automatically prevents the FDA from approving the ANDA until the earlier of 30 months, expiration of the patent, settlement of the lawsuit,
or a decision in the infringement case that is favorable to the ANDA applicant.

 Exclusivity

 Upon NDA approval of a NCE such as esmethadone,
which is a drug that contains no active moiety that has been approved by FDA in any other NDA, that drug receives five years of marketing
exclusivity during which FDA cannot receive any ANDA seeking approval of a generic version of that drug. An ANDA may be submitted one
year before NCE exclusivity expires if a Paragraph IV certification is filed. If there is no listed patent in the Orange Book, there may
not be a Paragraph IV certification, and, thus, no ANDA may be filed before the expiration of the exclusivity period. Certain changes
to a drug, such as the addition of a new indication to the package insert, can be the subject of a three-year period of exclusivity if
the application contains reports of new clinical investigations (other than bioavailability studies) conducted or sponsored by the sponsor
that were essential to approval of the application. FDA cannot approve an ANDA for a generic drug that includes the change during the
period of exclusivity.

 In the case of a non-racemic drug containing as
an active ingredient a single enantiomer that is contained in a racemic drug approved in another NDA, the applicant for the non-racemic
drug may elect, in the NDA, to have the single enantiomer not be considered the same active ingredient as that contained in the approved
racemic drug and therefore eligible for NCE exclusivity, if certain conditions are met. These conditions include: (1) the single enantiomer
has not been previously approved except in the approved racemic drug, (2) the NDA for the non-racemic drug includes full reports of new
clinical investigations necessary for the approval of the product conducted or sponsored by the applicant and not submitted for approval
of the racemic drug, and (3) the NDA for the non-racemic drug is not submitted for approval of a condition of use in a therapeutic category
in which the approved racemic drug has been approved or for which any other enantiomer of the racemic drug has been approved. In addition,
FDA will not approve the non-racemic drug for any condition of use in the therapeutic category in which the racemic drug has been approved
for a period of 10 years after approval of the racemic drug, and the labeling of the non-racemic drug will include a statement in the
indication that the non-racemic drug is not approved, and has not been shown to be safe and effective, for any condition of use of the
racemic drug. The applicant for the non-racemic drug may make this election only in an application submitted before October 1, 2027.

 Patent Term Extension

 After NDA approval, owners of relevant drug patents
may apply for up to a five-year patent extension. The allowable patent term extension is calculated as half of the drug's testing
phase (the time between IND application and NDA submission) and all of the review phase (the time between NDA submission and approval
up to a maximum of five years). The time can be shortened if FDA determines that the applicant did not pursue approval with due diligence.
The total patent term after the extension may not exceed 14 years, and only one patent can be extended. For patents that might expire
during the application phase, the patent owner may request an interim patent extension. An interim patent extension increases the patent
term by one year and may be renewed up to four times. For each interim patent extension granted, the post-approval patent extension is
reduced by one year. The director of the United States Patent and Trademark Office must determine that approval of the drug covered by
the patent for which a patent extension is being sought is likely. Interim patent extensions are not available for a drug for which an
NDA has not been submitted.

 Controlled Substances

 The active ingredients in esmethadone are regulated as controlled substances
pursuant to the Comprehensive Drug Abuse Prevention and Control Act of 1970 (CSA) and regulations promulgated by the United States Drug
Enforcement Administration (DEA). The CSA and its implementing regulations establish a closed chain of distribution for entities handling
controlled substances. The DEA is responsible for enforcing the law and regulations that impose registration, security, inventory, recordkeeping,
reporting and storage requirements on entities that manufacture, distribute, import and export, prescribe, dispense or otherwise physically
handle controlled substances. The law and regulations require those individuals or entities that handle controlled substances to comply
with these requirements in order to ensure legitimate use and prevent the diversion of controlled substances to illicit channels of commerce.

 The CSA classifies controlled substances into
one of five schedules – Schedule I, II, III, IV, or V – depending on the potential for abuse and physical or psychological
dependence. Schedule I substances by definition have a high potential for abuse, have no currently accepted medical use in treatment
in the U.S. and lack accepted safety for use under medical supervision. They may not be marketed or sold for dispensing to patients in
the U.S. Pharmaceutical products having a currently accepted medical use and that are otherwise approved for marketing may be listed as
Schedule II, III, IV, or V substances depending on the comparative abuse potential of the drug or substance, with Schedule II
substances classified as having the highest potential for abuse and physical or psychological dependence, and Schedule V substances
classified as having the lowest relative potential for abuse and dependence. Schedule II substances are subject to the strictest regulatory
requirements involving registration, storage, recordkeeping, reporting and security. Schedule II drugs are subject to manufacturing quotas
and the distribution and dispensing of Schedule II drugs are more limited and tightly controlled. For example, Schedule II drug prescriptions
cannot be refilled and must contain a written or electronic signature of a practitioner when presented to a pharmacy. Schedules III, IV
and V controlled substances are subject to registration, recordkeeping, reporting and security requirements, but these requirements are
less restrictive than Schedule II drugs.

 Esmethadone is the single isomer of methadone,
is currently classified as a Schedule II substance, and psilocybin is currently classified as a Schedule I substance. Any Schedule I substance,
such as psilocybin, that is FDA-approved for marketing in the United States will need to be rescheduled from Schedule I to Schedule II-V
by the DEA before it can be commercially marketed, distributed, and sold. Rescheduling is dependent on FDA approval and the FDA must make
a recommendation to the DEA on the appropriate schedule. The DEA must conduct notice and comment rulemaking to reschedule any controlled
substance. Such action is subject to public comment and potential requests for an administrative hearing objecting to, or supporting,
any such action. In addition, because each state has its own statutory and regulatory requirements related to controlled substances, each
state or jurisdiction must also take appropriate administrative or legislative action to reschedule a controlled substance within that
state based on federal rescheduling.

 Facilities that manufacture, distribute, import
or export any controlled substance must register annually with the DEA. The DEA registration is specific to a particular location, activity,
and controlled substance schedule. For example, separate registrations are required for importation and manufacturing activities, and
the authority granted under each registration determines which schedules of controlled substances the registrant may handle. However,
certain DEA registrations permit coincident activities without obtaining a separate DEA registration, such as authorizing a manufacturer
to also distribute controlled substances produced by that registrant.

 The CSA and DEA regulations impose certain security,
recordkeeping and reporting requirements on DEA registrants. The DEA conducts cyclic inspections of manufacturers, distributors, importers,
and exporters to review compliance with these requirements. CSA and DEA regulations including security, record keeping and reporting prior
to issuing a controlled substance registration. The specific security requirements vary by the type of business activity and the schedule
and quantity of controlled substances handled by the registrant. The most stringent requirements apply to manufacturers of Schedule I
and Schedule II substances. For example, manufacturers and distributors must store Schedule I and II drugs in secure vault with specific
structural requirements. Other physical security requirements that apply to all controlled substances include safes and cages, and the
use of alarm systems and surveillance cameras. Regulations also require that registrants restrict employee access to controlled substances.
Once registered, manufacturing, distribution, exporting or importing facilities must maintain records documenting the manufacture, receipt,
distribution, import, or export of all controlled substances. Manufacturers and distributors must also submit regular reports to the DEA
of the distribution of Schedule I and II controlled substances, Schedule III narcotic substances, and certain other designated
substances. All DEA registrants must report any controlled substance thefts or significant losses and must obtain authorization to destroy
or dispose of controlled substances. In addition to maintaining an importer and/or exporter registration, importers and exporters of controlled
substances must obtain a permit for every import or export of a Schedule I or II substance and a narcotic substance in Schedule III, IV
and V. For all other drugs in Schedule III, IV and V, importers and exporters must submit an import or export declaration. DEA conducts
cyclic inspections to determine whether registrants are complying with these requirements.

 Practitioners such as pharmacies and physicians,
as well as other types of entities that handle controlled substances, such as researchers and analytical laboratories, are also subject
to DEA registration, recordkeeping, reporting, and security requirements on the receipt, storage, and dispensing of controlled substances.

 The DEA also established annual aggregate quotas
for manufacturing of certain controlled substances and companies are subject to quarterly individual manufacturing and procurement quotas.
The DEA establishes annually an aggregate production quota for the amount of substances within Schedules I and II and certain Schedule
III substances, that may be produced in the U.S. based on the DEA's estimate of the quantity needed to meet legitimate medical,
scientific, research and industrial needs. The aggregate quota for each controlled substance is allocated among the various individual
bulk manufacturers through an application process. Manufacturers of dosage forms are also subject to procurement quotas to obtain the
bulk active pharmaceutical ingredients to make finished drugs. Manufacturers may not exceed the manufacturing or procurement quota granted
in a given quarter or year. The quotas apply equally to the manufacturing of the active pharmaceutical ingredient and production of dosage
forms. The DEA may adjust aggregate production quotas and individual manufacturing or procurement quotas from time to time during the
year, although the DEA has substantial discretion concerning whether or not to make such adjustments.

 Failure to maintain compliance with applicable
DEA requirements, particularly as manifested in the loss or diversion of controlled substances, can result in an enforcement action. The
DEA may seek civil penalties, refuse to renew necessary registrations, or initiate administrative proceedings to revoke those registrations.
In certain circumstances, violations of the CSA and DEA regulations could lead to criminal prosecution.

 The various states, commonwealths, and the District
of Columbia, also regulate controlled substances and impose similar licensing, recordkeeping, and reporting requirements on entities that
handle controlled substances. Entities must independently comply with the various state requirements in addition to the federal controlled
substance requirements.

 The United States and the majority of countries
are signatories to the United Nations (UN) international drug control treaties which dictate certain scheduling, licensing, restrictions
and other requirements involving controlled substances. Because psilocybin is classified as a Schedule I controlled substance under the
UN Convention on Psychotropic Substances, 1971 most countries maintain laws and regulations comparable to those in the United Stated
related to methadone, psilocybin and other controlled substances.

 Other Healthcare Laws

 In the United States, biotechnology company activities
are subject to regulation by various federal, state and local authorities in addition to the FDA, including but not limited to, the Centers
for Medicare& Medicaid Services (CMS), other divisions of the U.S. Department of Health and Human Services (HHS) (e.g., the Office
of Inspector General and the Office for Civil Rights), the U.S. Department of Justice (DOJ) and individual U.S. Attorney offices within
the DOJ, and state and local governments.

 The federal Anti-Kickback Statute prohibits, among
other things, persons and entities from knowingly and willfully offering, soliciting or receiving or providing remuneration, directly
or indirectly, in cash or in kind, to induce, or in return for, purchasing, leasing, ordering or arranging for the purchase, lease or
order of any healthcare item or service reimbursable under Medicare, Medicaid, or other federally financed healthcare programs. This statute
has been interpreted to apply to arrangements between pharmaceutical manufacturers on the one hand and prescribers, purchasers and formulary
managers, among others, on the other. Although there are a number of statutory exceptions and regulatory safe harbors protecting certain
common activities from prosecution or other regulatory sanctions, the exceptions and safe harbors are drawn narrowly, and practices that
involve remuneration intended to induce prescribing, purchases or recommendations may be subject to scrutiny if they do not qualify for
an exception or safe harbor. In addition, a person or entity does not need to have actual knowledge of the Anti-Kickback Statute or specific
intent to violate it in order to commit a violation.

 Federal civil and criminal false claims laws,
including the federal civil False Claims Act, prohibit any person or entity from knowingly presenting, or causing to be presented, a false
claim for payment to the federal government, or knowingly making, or causing to be made, a false statement to have a false claim paid.
This includes claims made to programs where the federal government reimburses, such as Medicare and Medicaid, as well as programs where
the federal government is a direct purchaser, such as when it purchases off the Federal Supply Schedule. Recently, several pharmaceutical
and other healthcare companies have been prosecuted under these laws for allegedly inflating drug prices they report to pricing services,
which in turn were used by the government to set Medicare and Medicaid reimbursement rates, and for allegedly providing free product to
customers with the expectation that the customers would bill federal programs for the product. In addition, certain marketing practices,
including off-label promotion, may also violate false claims laws. Additionally, the government may assert that a claim including items
or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the
federal civil False Claims Act. Most states also have statutes or regulations similar to the federal Anti-Kickback Statute and civil False
Claims Act, which apply to items and services reimbursed under Medicaid and other state programs, or, in several states, apply regardless
of the payor.

 Other federal statutes pertaining to healthcare
fraud and abuse include the civil monetary penalties statute, which prohibits, among other things, the offer or payment of remuneration
to a Medicaid or Medicare beneficiary that the offeror or payor knows or should know is likely to influence the beneficiary to order a
receive a reimbursable item or service from a particular supplier.

 Further, pursuant to the federal Physician Payment
Sunshine Act, CMS, has issued a final rule that requires manufacturers of prescription drugs to collect and report information on certain
payments or transfers of value to physicians (defined to include doctors, dentists, optometrists, podiatrists and chiropractors), physician
assistants, certain types of advance practice nurses and teaching hospitals, as well as ownership and investment interests held by physicians
and their immediate family members. The reported data is made available in searchable form on a public website on an annual basis. Failure
to submit required information may result in civil monetary penalties.

 In addition, several states now require prescription
drug companies to report certain expenses relating to the marketing and promotion of drug products and to report gifts and payments to
individual healthcare practitioners in these states. Other states prohibit various marketing-related activities, such as the provision
of certain kinds of gifts or meals. Still other states require the posting of information relating to clinical studies and their outcomes.
Some states require the reporting of certain drug pricing information, including information pertaining to and justifying price increases
and new high-cost drug introductions. In addition, certain states require pharmaceutical companies to implement compliance programs and/or
marketing codes. Certain states and local jurisdictions also require the registration of pharmaceutical sales and medical representatives.
Compliance with these laws is difficult and time consuming, and companies that do not comply with these state laws may face civil penalties.

 Data privacy and security regulations by both
the federal government and the states in which business is conducted may also be applicable. Health Insurance Portability and Accountability
Act of 1996 (HIPAA), as amended by the Health Information Technology for Economic and Clinical Health Act (HITECH), and its implementing
regulations, imposes requirements relating to the privacy, security and transmission of individually identifiable health information.
HIPAA prohibits, among other things, knowingly and willfully executing or attempting to execute a scheme to defraud any healthcare benefit
program or obtain by means of false or fraudulent pretenses, representations or promises of any money or property owned by or under the
control of any healthcare benefit program in connection with the delivery of or payment for healthcare benefits, items or services. Similar
to the federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to
violate it in order to commit a violation. HIPAA requires covered entities to limit the use and disclosure of protected health information
to specifically authorized situations and requires covered entities to implement security measures to protect health information that
they maintain in electronic form. Among other things, HITECH made HIPAA's security standards directly applicable to business associates,
independent contractors or agents of covered entities that receive or obtain protected health information in connection with providing
a service on behalf of a covered entity. HITECH also created four new tiers of civil monetary penalties, amended HIPAA to make civil
and criminal penalties directly applicable to business associates, and gave state attorneys general new authority to file civil actions
for damages or injunctions in federal courts to enforce the federal HIPAA laws and seek attorneys' fees and costs associated with
pursuing federal civil actions. In addition, state laws govern the privacy and security of health information in specified circumstances,
many of which differ from each other in significant ways, may not have the same effect, and often are not preempted by HIPAA, thus complicating
compliance efforts. For example, the California Consumer Privacy Act (CCPA), which went into effect on January 1, 2020, creates
new data privacy obligations for covered companies and provides new privacy rights to California residents. On January 1, 2023, the California
Privacy Rights Act (CPRA), which substantially amends the CCPA, went into effect. The CCPA and CPRA provide for unlimited civil penalties
for violations, as well as a private right of action for data breaches that is expected to increase data breach litigation. Virginia's
Consumer Data Protection Act, which took effect on January 1, 2023, requires businesses subject to the legislation to conduct data protection
assessments in certain circumstances and requires opt-in consent from consumers to acquire and process their sensitive personal information,
which includes information revealing a consumer's physical and mental health diagnosis and genetic and biometric information that
can identify a consumer. Colorado enacted the Colorado Privacy Act, and Connecticut enacted the Connecticut Data Privacy Act, each of
which took effect on July 1, 2023, and Utah enacted the Consumer Privacy Act, which became effective on December 31, 2023, and each of
these laws may increase the complexity, variation in requirements, restrictions, and potential legal risks.

 Healthcare Reform

 Healthcare reforms that have been adopted, and
that may be adopted in the future, could result in further reductions in coverage and levels of reimbursement for pharmaceutical products,
increases in rebates payable under U.S. government rebate programs and additional downward pressure on pharmaceutical product prices.
Healthcare reform proposals recently culminated in the enactment of the Inflation Reduction Act (IRA) in August 2022, which, among other
things, allows the HHS to directly negotiate the selling price of statutorily specified number of drugs and biologics each year that CMS
reimburses under Medicare Part B and Part D. Only high-expenditure single-source drugs that have been approved for at least 7 years (11
years for biologics) can be selected by CMS for negotiation, with the negotiated price taking effect two years after the selection year.
Negotiations for Medicare Part D products take place in 2024 with the negotiated price taking effect in 2026, and negotiations for Medicare
Part B products will begin in 2026 with the negotiated price taking effect in 2028. In August 2023, HHS announced the ten Medicare Part
D drugs and biologics that it selected for negotiations. HHS will announce the negotiated maximum fair prices by September 1, 2024, and
this price cap, which cannot exceed a statutory ceiling price, will go into effect on January 1, 2026. A drug or biological product that
has an orphan drug designation for only one rare disease or condition will be excluded from the IRA's price negotiation requirements,
but will lose that exclusion if it receives designations for more than one rare disease or condition, or if it is approved for an indication
that is not within that single designated rare disease or condition, unless such additional designation or such disqualifying approvals
are withdrawn by the time CMS evaluates the drug for selection for negotiation. The IRA also imposes rebates on Medicare Part D and Part
B drugs whose prices have increased at a rate greater than the rate of inflation. In addition, the IRA extends enhanced subsidies for
individuals purchasing health insurance coverage in Patient Protection and Affordable Care Act (ACA) marketplaces through plan year 2025.
The IRA permits the Secretary of HHS to implement many of these provisions through guidance, as opposed to regulation, for the initial
years. Manufacturers that fail to comply with the IRA may be subject to various penalties, including civil monetary penalties. It is unclear
to what extent other statutory, regulatory, and administrative initiatives will be enacted and implemented.

 Insurance Coverage and Reimbursement

 Significant uncertainty exists as to the insurance
coverage and reimbursement status of any products for which we may obtain regulatory approval. In the United States, sales of any product
candidates for which regulatory approval for commercial sale is obtained will depend in part on the availability of coverage and adequate
reimbursement from third-party payors. Third-party payors include government authorities and health programs in the United States such
as Medicare and Medicaid, managed care providers, private health insurers and other organizations. These third-party payors are increasingly
reducing reimbursements for medical products and services. The process for determining whether a payor will provide coverage for a drug
product may be separate from the process for setting the reimbursement rate that the payor will pay for the drug product. Third-party
payors may limit coverage to specific drug products on an approved list, or formulary, which might not include all of FDA-approved drugs
for a particular indication. A payor's decision to provide coverage for a drug product does not imply that an adequate reimbursement
rate will be approved. Further, coverage and reimbursement for drug products can differ significantly from payor to payor. As a result,
the coverage determination process is often a time-consuming and costly process that will require us to provide scientific and clinical
support for the use of our products to each payor separately, with no assurance that coverage and adequate reimbursement will be applied
consistently or obtained in the first instance.

 Corporate Information

 Our principal executive offices are located at
2222 Ponce de Leon Blvd., Floor 3, Coral Gables, Florida 33134 and our telephone number is (786) 629-1376. Our website address is www.relmada.com. The
information contained in, or that can be accessed through, our website is not part of, and is not incorporated in, this Report.

 Available Information

 Reports we file with the Securities and Exchange
Commission (SEC) pursuant to the Exchange Act of 1934, as amended (the Exchange Act), including annual and quarterly reports, and other
reports we file, can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street NE, Washington,
D.C. 20549.

 Human Capital

 As of December 31, 2023, we had a total of 20 employees. We understand
people are our greatest asset and that our innovation and operational excellence are ultimately noted in our human capital. Our success
depends in large part on our ability to recruit, develop and retain a qualified, productive, and engaged workforce.

 Inclusion & Diversity

 Inclusion and diversity is a focus of our corporate
human capital strategy. By embracing inclusion and diversity, we enhance our work environment and drive business success. We endeavor
to create a culture of inclusion in which our employees feel empowered to bring their full, authentic selves to work and pursue their
professional goals in a setting of equality. Fostering such a culture welcomes different perspectives and generates innovation and growth.
We honor the diversity of our employees—in gender, race/ethnicity, age, gender identity, sexual orientation, socio-economic status,
language, nationality, abilities and life experiences. As of December 31, 2023, our employee population was approximately 60% female.

 Total Rewards and Employee Engagement

 We maintain a competitive compensation and benefits
package including incentive compensation tied to both company and individual performance, and retirement benefits. Our performance-based
compensation strategy is designed to recognize and reward employees for their contribution to our success, and we strive to provide strong,
equitable incentives for performance. Compensation is comprised of two elements: base compensation, which is determined based upon a
number of factors, including size, scope and impact of the employee's role, the market value associated with the employee's
role, leadership skills, length of service and individual performance; and an annual bonus, which is a cash award determined based on
a combination of individual and company performance during the period to which the bonus relates. We seek to determine compensation on
the basis of merit and without regard to demographic characteristics. During 2023, we employed a third-party consultant to assist us
in evaluating our pay practices. In conducting this exercise, we found no meaningful difference in compensation based upon gender, race
or any other defining characteristic examined.

 ITEM 1A. RISK FACTORS

 Our business faces significant risks. You should
carefully consider the risks described below, together with all of the other information included in our filings with the United States
Securities and Exchange Commission (SEC) when evaluating our business. If any of the following risks actually occurs, our business, financial
condition or results of operations could be materially adversely affected and the trading price of shares of our common stock could decline.
The occurrence of any of the following risks could cause our actual results to differ materially from those contained in forward-looking
statements we have made in this report and those we may make from time to time.

 Summary of Risks

 This section provides a summary of the risks that
may impact our performance in the future. For details of our various risk factors and their impacts, see "Risk Factors Discussion."

 Our risk factors are organized into the following
categories: 1) Risks related to our business, 2) Risks related to clinical and regulatory matters, 3) Risks related to our intellectual
property, 4) Risks related to government regulations, 5) Risks related to our reliance on third parties, and 6) Risks related to ownership
of our common stock.

 Risks related to our business

 Business risks include risks associated with
our products and regulatory approval, licensing agreements, historical losses, managing growth, and acquisitions. In general, the risks
related to our business can cause variability in the future profits of the Company.

 Risks related to clinical and regulatory
matters

 Clinical and regulatory matters include risks
associated with clinical trials and the future ability to commercially market the product. In order for any of our products to be commercialized
and produce future profits, successful trials need to be completed with supporting data to receive regulatory approval. Failing to complete
the trial will significantly increase our cost of doing business. In addition, the active ingredient in our products is a controlled substance
which can affect the supply available for clinical trials, as well as commercial sales. A limited supply could increase the time needed
to complete clinical trials and overall costs including product liability claims. We could also face potential fines or reputational risk
if we do not comply. Developments from competitors and the ability to obtain market exclusivity could also negatively impact future profits.

 Risks related to our intellectual property

 Our products depend upon securing and protecting
critical intellectual property. Patent positions are highly uncertain and involve complex legal and factual questions. Infringing upon
patents or trade secrets could force us to cease or alter our product development efforts or obtain a license to continue to develop or
sale our products. These risks could not only impact the future profits of the company but also create adverse publicity for us.

 Risks related to government regulations

 We are required to comply with various federal
and state pharmaceutical and healthcare laws and regulations, and to maintain secure systems to protect sensitive confidential information.
Complying with the various regulations can increase our cost of doing business. We could also face potential fines or reputational risk
if we do not comply. Litigation or investigations can increase costs, negatively affect our operating results and create adverse publicity
for us.

 Risks related to our reliance on third parties

 The Company relies on third parties to conduct
preclinical and clinical studies, as well as to manufacture our product candidates. Third parties' failure to perform the trials
as contractually required could impact our ability to obtain regulatory approval. If our third-party manufacturers fail to meet our requirements
and strict regulatory requirements, our product development and commercialization efforts may be materially harmed.

 Risks related to ownership of our common
stock

 Common stocks risks include risks associated with
the limited market for our common stock, a potential issuance of a substantial number of additional shares, stock price volatility, and
reporting requirements of federal securities laws. The net effect of these risks can include reductions in future profits, additional
operating expenses, inability to meet liquidity needs, inability to access capital and increased cost of capital.

 Risk Factors Discussion

 Risks Related to Our Business

 Our business depends on the success of esmethadone
(d-methadone, dextromethadone, REL-1017), our only product candidate currently in clinical development, which is in a pivotal clinical
trial for the adjunctive treatment of MDD. If we are unable to obtain regulatory approval for and successfully commercialize REL-1017
or other future product candidates, or we experience significant delays in doing so, our business will be materially harmed.

 To date, the primary focus of our product development
has been esmethadone (d-methadone, dextromethadone, REL-1017) for the adjunctive treatment of patients with MDD. Currently, esmethadone
is our only product candidate under clinical development. We intend, in 2024, to enter human studies of our proprietary, low dose modified-release
formulation of psilocybin (REL-P11) for metabolic indications, but there can be no assurance that such studies will be commenced or completed.
This may make an investment in our Company riskier than similar companies that have multiple product candidates in active development
and that therefore may be able to better sustain a setback of a lead candidate. Successful continued development and ultimate regulatory
approval of esmethadone for the adjunctive treatment of MDD or other indications is critical to the future success of our business. We
have invested, and will continue to invest, a significant portion of our time and financial resources in the clinical development of esmethadone.
If we cannot successfully develop, obtain regulatory approval for and commercialize esmethadone, we may not be able to continue our operations.
The future regulatory and commercial success of esmethadone is subject to a number of risks, including the following:

 we may not be able to obtain adequate evidence from clinical trials
to support the efficacy and safety for esmethadone for the adjunctive treatment of MDD or other indications;

 we may not be able to demonstrate that the benefits of esmethadone
for the adjunctive treatment of MDD or other indications outweigh the risks;

 in our clinical trials for esmethadone, enrollment may be slower than anticipated and we may need additional clinical trial sites than originally planned, which could delay our clinical trial progress;

 the results of our clinical trials may not meet the level of statistical or clinical significance required by the FDA or comparable foreign regulatory authorities for marketing approval;

 patients in our clinical trials may suffer serious adverse effects for reasons that may or may not be related to esmethadone, which could delay or prevent further clinical development;

 the standards implemented by clinical or regulatory agencies may change
at any time and we cannot be certain what efficacy endpoints the FDA or foreign clinical or regulatory agencies may require in pivotal
clinical trials with respect to the adjunctive treatment of MDD or any other indication for the approval of esmethadone;

 the results of later stage clinical trials may not be as favorable as the results we have observed to date in our preclinical studies and Phase 1 and 2 clinical trials;

 we cannot be certain of the number and type of clinical trials and
preclinical or toxicology studies that the FDA or other regulatory agencies will require in order to approve esmethadone for the adjunctive
treatment of MDD or any other indication;

 we may not have sufficient financial and other resources to complete the necessary clinical trials for esmethadone, including, but not limited to, the clinical trials needed to obtain drug approval;

 if approved for the adjunctive treatment of MDD, esmethadone will likely
compete with products that may reach approval prior to esmethadone, products that are currently approved for the adjunctive treatment
of MDD and the off-label use of currently marketed products for MDD; and

 we may not be able to obtain, maintain or enforce our patents and other intellectual property rights.

 Esmethadone, psilocybin and any future product
candidates will be subject to rigorous and extensive clinical trials and extensive regulatory approval processes implemented by the FDA
and comparable foreign regulatory authorities before obtaining marketing approval, if at all, from these regulatory authorities. The drug
development and approval process is lengthy and expensive, and approval is never certain. Investigational new drugs, such as esmethadone,
may not prove to be safe and effective in clinical trials. We have limited experience as a company in conducting later stage clinical
trials required to obtain regulatory approval. We may be unable, if at all, to conduct future clinical trials at preferred sites, enlist
clinical investigators, enroll sufficient numbers of participants or begin or successfully complete clinical trials in a timely fashion.
In addition, the design of a clinical trial can determine whether its results will support approval of a product, and flaws in the design
of a clinical trial may not become apparent until the clinical trial is well advanced. Because we have limited experience as a company
designing clinical trials, we may be unable to design and execute clinical trials to support regulatory approval.

 There is a high failure rate for drugs and biological
products proceeding through clinical trials. Failure can occur at any time during the clinical trial process. The results of preclinical
studies and early clinical trials of esmethadone, psilocybin or any future product candidate may not be predictive of the results of later-stage
clinical studies or trials and the results of studies or trials in one set of patients or line of treatment may not be predictive of those
obtained in another. In fact, many companies in the pharmaceutical and biotechnology industries have suffered significant setbacks in
late stage clinical trials even after achieving promising results in preclinical studies and earlier stage clinical trials. In addition,
data obtained from preclinical and clinical activities are subject to varying interpretations, which may delay, limit or prevent regulatory
approval. Owing in part to the complexity of biological pathways, esmethadone, psilocybin or any future product candidate may not demonstrate
in patients the biochemical and pharmacological properties we anticipate based on laboratory studies or earlier stage clinical trials,
and they may interact with human biological systems or other drugs in unforeseen, ineffective or harmful ways. The number of patients
exposed to product candidates and the average exposure time in the clinical development programs may be inadequate to detect rare adverse
events or findings that may only be detected once a product candidate is administered to more patients and for greater periods of time.
Our Phase 2 clinical study of REL-1017 involved a small population of subjects with MDD, and, because of the small sample size in such
trial, the results of this clinical trial may be subject to substantial variability and may not be indicative of either future top-line
results or final results. In addition, results from open-label trials, such as our open-label trial of REL-1017, may not predict results
in placebo-controlled trials for a number of reasons, including biases that may exaggerate therapeutic effect. On October 13, 2022, we
announced that the RELIANCE III study, evaluating REL-1017 in the monotherapy setting for MDD, did not achieve its primary endpoint, which
was a statistically significant improvement in depression symptoms compared to placebo as measured by the MADRS on Day 28. On December
7, 2022, we announced that the RELIANCE I study, evaluating REL-1017 in the adjunctive setting for MDD, did not achieve its primary endpoint,
which was a statistically significant improvement in depression symptoms compared to placebo as measured by the MADRS on Day 28. With
these findings, even if RELIANCE II, RELIGHT, or any additional Phase 3 studies achieve their primary endpoints, we may not have sufficient
evidence to demonstrate the efficacy of REL-1017 as an adjunctive treatment of MDD. If we are unable to successfully demonstrate the safety
and efficacy of esmethadone, psilocybin or other future product candidates and receive the necessary regulatory approvals, our business
will be materially harmed.

 Even if we do receive regulatory approval to market
esmethadone, psilocybin or other future product candidates, any such approval may be subject to limitations on the indicated uses or patient
populations for which we may market the products. Accordingly, even if we are able to obtain the requisite financing to continue to fund
our development programs, we may be unable to successfully develop or commercialize esmethadone, psilocybin or other future product candidates.
If we or any of our future development collaborators are unable to develop, or obtain regulatory approval for, or, if approved, successfully
commercialize esmethadone, psilocybin or other future product candidates, we may not be able to generate sufficient revenue to continue
our business.

 Preliminary or top-line results may not
accurately reflect the complete results of the clinical study.

 Preliminary or top-line data remain subject to audit and verification
procedures that may result in the final data being materially different from the preliminary or top-line data. As a result, preliminary
or top-line data should be viewed with caution until the final data are available.

 Our license agreement for esmethadone, our
only product candidate currently under clinical development, could terminate under certain circumstances, including if we terminate our
Chief Executive Officer except for cause, and we would be unable to conduct our business as planned.

 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 Assignment
Agreement, we assigned our existing rights, including patents and patent applications, to esmethadone in the context of psychiatric use
to Licensor, and pursuant to the License Agreement, Licensor then granted us an exclusive perpetual, worldwide license under the assigned
intellectual property rights as well as patents and know-how covering certain new inventions developed by Licensor and relating to esmethadone
in neurological and other uses, to develop and commercialize esmethadone in all fields of use. The License Agreement also grants to us
rights in all future inventions developed by Licensor, whether or not in collaboration with us that relate in any way to esmethadone or
the use thereof. The License Agreement was amended in December 2019 to modify certain termination rights relating to the Chief Executive
Officer, which are described further below.

 If we develop any new inventions relating to esmethadone,
we are required to do so in collaboration with Licensor, and to file patents covering such inventions jointly in the name of the Company
and Licensor. All such future inventions or patents shall be jointly owned by us and Licensor and, will be included in and subject to
the financial and other terms of the License Agreement.

 The License Agreement includes standard termination
rights for Licensor in the event of our insolvency, challenge of the licensed patents and uncured material breach of our obligations under
the License Agreement. In addition, the License Agreement contains certain "Key Man" provisions such that the Licensor may
terminate the License Agreement if we terminate the employment of our Chief Executive Officer, Mr. Sergio Traversa, for any reason other
than for specified causes determined by a majority of our Board of Directors (including fraud, gross negligence, unauthorized use of our
confidential information, conduct including harassment or discrimination, breach of fiduciary duty or uncured material breach), or if
we (a) substantially modify Mr. Traversa's job responsibilities or decision-making rights in connection with the development and
commercialization of esmethadone, (b) remove him from the role of Chief Executive Officer other than in connection with a permitted change-of-control
transaction, (c) materially reduce his compensation, or (d) assign or transfer our rights under the License Agreement or the esmethadone
intellectual property without Mr. Traversa's consent, in each case (termination or the events in (a) through (d) during the period
commencing on the effective date and ending on the later of five years from the original effective date of the License Agreement on December
31, 2022. The December 2019 amendment to the License Agreement made certain clarifications to the nature of a termination for Cause, including
to clarify that termination due to Mr. Traversa's death or disability does not give Licensor the right to terminate the License
Agreement. On December 27, 2022, the Licensor and the Company entered into a new amendment extending the "Key Man" provision
period until December 31, 2027. The License Agreement was not otherwise modified.

 As a result of the provisions described above,
we are limited in our ability to terminate, as well as to decrease the salary or authority of, our Chief Executive Officer until December
31, 2027. In addition, the agreement provides that any assignor that we assign the agreement to must agree in writing to all terms of
the license, including the key man provisions, and as noted above, our Chief Executive Officer has the right to consent to any such assignment
of the agreement unless previously terminated for cause or due to death. As the license agreement relates to our only product candidate
currently under clinical development, these provisions may be deemed to have an anti-takeover effect and may delay, deter or prevent
a tender offer or takeover attempt that a stockholder might consider to be in its best interests, including attempts that might result
in a premium being paid over the market price for the shares held by stockholders. If we fail to comply with the terms of the License
Agreement, our rights to those patents may be terminated, and we will be unable to conduct our business.

 We have generated no revenue from commercial
sales to date and our future profitability is uncertain.

 We have a limited operating history and our business
is subject to all of the risks inherent in the establishment of a new business enterprise. Our likelihood of success must be considered
in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with this. Since we began
our business, we have focused on research, development and clinical trials of product candidates, and have incurred significant losses
since inception and generated no product revenues. If we continue to incur operating losses and fail to become a profitable company, we
may be unable to continue our operations. We expect to continue to operate at a net loss for at least the next several years as we continue
our research and development efforts, continue to conduct clinical trials and develop manufacturing, sales, marketing and distribution
capabilities. There can be no assurance that the products under development by us will be approved for sales in the US or elsewhere. Furthermore,
there can be no assurance that if such products are approved they will be successfully commercialized, and the extent of our future losses
and the timing of our profitability are highly uncertain.

 International commercialization of our product
candidates faces significant obstacles.

 We may plan to commercialize some of our products
internationally through collaborative relationships with foreign partners. We have limited foreign regulatory, clinical and commercial
resources. Future partners are critical to our international success. We may not be able to enter into collaboration agreements with appropriate
partners for important foreign markets on acceptable terms, or at all. Future collaborations with foreign partners may not be effective
or profitable for us. We will need to obtain approvals from the appropriate regulatory, pricing and reimbursement authorities to market
any of our proposed products internationally, and we may be unable to obtain foreign regulatory approvals. Pursuing foreign regulatory
approvals will be time-consuming and expensive. The regulations can vary among countries and foreign regulatory authorities may require
different or additional clinical trials than we conducted to obtain FDA approval for our product candidates. In addition, adverse clinical
trial results, such as death or injury due to side effects, could jeopardize not only regulatory approval, but if approval is granted,
may also lead to marketing restrictions. Our product candidates may also face foreign regulatory requirements applicable to controlled
substances.

 We have a history of losses and we may never achieve or sustain
profitability.

 We have incurred substantial losses since our inception, and we may
not achieve profitability for the foreseeable future, if at all. Since inception, we have an accumulated deficit of approximately $560.9
million at December 31, 2023. The Company had cash, cash equivalents and short-term investments of approximately $96.3 million at December
31, 2023. Even if we succeed in developing and commercializing one or more of our product candidates, we expect to incur substantial net
losses and negative cash flows for the foreseeable future due in part to increasing research and development expenses, including clinical
trials, and increasing expenses from leasing additional facilities and hiring additional personnel. As a result, we will need to generate
significant revenues in order to achieve and maintain profitability. We may not be able to generate these revenues or achieve profitability
in the future. Even if we do achieve profitability, we may not be able to sustain or increase profitability.

 We have a limited operating history upon
which to base an investment decision.

 Our limited operating history may limit your ability
to evaluate our prospects due to our limited historical financial data and our unproven potential to generate profits. You should evaluate
the likelihood of financial and operational success in light of the risks, uncertainties, expenses and difficulties associated with an
early-stage business, many of which may be beyond our control, including:

 our potential inability to continue to undertake preclinical studies, pharmaceutical development and clinical trials,

 our potential inability to obtain regulatory approvals, and

 our potential inability to manufacture, sell and market our products.

 Our operations have been limited to organizing
and staffing, on a limited basis, our company, acquiring, developing and securing our proprietary technology and undertaking preclinical
studies and clinical trials of our principal product candidates. These operations provide a limited basis for you to assess our ability
to commercialize our product candidates and the advisability of investing in our common stock.

 Our ability to use our net operating loss
carryforwards and certain other tax attributes may be limited.

 As of December 31, 2023, we had Federal, New York
State and New York City net operating loss (NOL) carryforwards of approximately $100,077,000, $15,016,000 and $14,998,000, respectively,
which begin expiring in 2027, 2032 and 2032, respectively. Under U.S. federal tax legislation enacted in 2017, informally titled the Tax
Cuts and Jobs Act, or Tax Act, federal NOLs incurred in 2018 and in future years may be carried forward indefinitely, but the deductibility
of such federal NOLs is limited to 80% of taxable income in the year. It is uncertain if and to what extent various states will conform
to the Tax Act. Under Sections 382 and 383 of the U.S. Internal Revenue Code of 1986, as amended, if a corporation undergoes an "ownership
change" (generally defined as a greater than 50 percentage-point cumulative change (by value) in the equity ownership of certain
stockholders over a rolling three-year period), the corporation's ability to use its pre-change NOLs and other pre-change tax attributes
to offset its post-change taxable income or taxes may be limited. We may also experience ownership changes as a result of stock offerings
or as a result of subsequent shifts in our stock ownership, some of which are outside our control. We have not completed an analysis to
determine whether any such limitations have been triggered. If any were determined to be triggered, our ability to use our current NOLs
and other pre-change tax attributes to offset post-change taxable income or taxes would be subject to limitation. We will be unable to
use our NOLs if we do not attain profitability sufficient to offset our available NOLs prior to their expiration.

 We may not be successful in hiring and retaining
key employees.

 Our future operations and successes depend in
large part upon the continued service of key members of our senior management team whom we are highly dependent upon to manage our business,
specifically Dr. Sergio Traversa, our Chief Executive Officer, and Dr. Paolo Manfredi, Acting Chief Scientific Officer. If either terminates
employment with us, such a departure would have a material adverse effect on our business.

 Our future success also depends on our ability
to identify, attract, hire or engage, retain and motivate other well-qualified managerial, technical, clinical and regulatory personnel.
We currently only have 16 full time employees and are likely to hire additional qualified personnel with expertise in nonclinical pharmacology
and toxicology, pharmaceutical development, clinical research, regulatory affairs, manufacturing, sales and marketing. We compete for
qualified individuals with numerous biopharmaceutical companies, universities and other research institutions. Competition for such individuals,
particularly in the United States, is intense, and we may not be able to hire sufficient personnel to support our efforts. There can be
no assurance that these professionals will be available in the market, or that we will be able to retain existing professionals or to
meet or to continue to meet their compensation requirements. Furthermore, the cost base in relation to such compensation, which may include
equity compensation, may increase significantly, which could have a material adverse effect on us. Failure to establish and maintain an
effective management team and work force could adversely affect our ability to operate, grow and manage our business.

 Managing our growth as we expand operations
may strain our resources.

 We expect to need to grow rapidly in order to
support ongoing and additional, larger, and potentially international, pivotal clinical trials of our drug candidates, which will place
a significant strain on our financial, managerial and operational resources. In order to achieve and manage growth effectively, we must
continue to improve and expand our operational and financial management capabilities. Moreover, we will need to increase staffing and
to train, motivate and manage our employees.

 We may expand our business through the acquisition
of rights to new drug candidates that could disrupt our business, harm our financial condition and may also dilute current stockholders'
ownership interests in our company.

 Our business strategy includes expanding our products
and capabilities, and we may seek acquisitions of drug candidates or technologies to do so. Acquisitions involve numerous risks, including
substantial cash expenditures; potentially dilutive issuance of equity securities; incurrence of debt and contingent liabilities, some
of which may be difficult or impossible to identify at the time of acquisition; difficulties in assimilating the acquired technologies
or the operations of the acquired companies; diverting our management's attention away from other business concerns; risks of entering
markets in which we have limited or no direct experience; and the potential loss of our key employees or key employees of the acquired
companies.

 We cannot assure you that any acquisition will
result in short-term or long-term benefits to us. We may incorrectly judge the value or worth of an acquired product, company or business.
In addition, our future success would depend in part on our ability to manage the rapid growth associated with some of these acquisitions.
We cannot assure you that we will be able to make the combination of our business with that of acquired products, businesses or companies
work or be successful. Furthermore, the development or expansion of our business or any acquired products, business or companies may require
a substantial capital investment by us. We may not have these necessary funds or they might not be available to us on acceptable terms
or at all. We may also seek to raise funds by selling shares of our preferred or common stock, which could dilute each current stockholder's
ownership interest in us.

 Business interruptions could limit our ability
to operate our business.

 Our operations as well as those of our collaborators
on which we depend are vulnerable to damage or interruption from computer viruses, human error, natural disasters, electrical and telecommunication
failures, international acts of terror and similar events. We have not established a formal disaster recovery plan and our back-up operations
and our business interruption insurance may not be adequate to compensate us for losses we may suffer. A significant business interruption
could result in losses or damages incurred by us and require us to cease or curtail our operations.

 Risks Related to Clinical and Regulatory Matters

 If we or our potential collaborators fail
to obtain the necessary regulatory approvals, or if such approvals are limited, we and our potential collaborators will not be allowed
to commercialize our drug candidates, and we will not generate product revenues.

 Satisfaction of all regulatory requirements for
commercialization of a drug candidate typically takes many years, is dependent upon the type, complexity and novelty of the drug candidate,
and requires the expenditure of substantial resources for research and development. Our research and clinical approaches may not lead
to drugs that the FDA considers safe for humans and effective for indicated uses we are studying. The FDA may require studies in addition
to those we are conducting, in which case we or our collaborators would have to expend additional time and resources and would likely
delay the date of potentially receiving regulatory approval. The approval process may also be delayed by changes in government regulation,
future legislation or administrative action or changes in FDA policy that occur prior to or during our regulatory review. Delays in obtaining
regulatory approvals would:

 delay commercialization of, and product revenues from, our drug candidates; and

 diminish the competitive advantages that we may have otherwise enjoyed, which would have an adverse effect on our operating results and financial condition.

 Even if we or our collaborators comply with all
FDA regulatory requirements, our drug candidates may never obtain regulatory approval. If we or our collaborators fail to obtain regulatory
approval for any of our drug candidates we will have fewer commercial products, if any, and corresponding lower product revenues, if
any. Even if our drug candidates receive regulatory approval, such approval may involve limitations on the indications and conditions
of use or marketing claims for our products. Further, later discovery of previously unknown problems or adverse events could result in
additional regulatory restrictions, including withdrawal of products. The FDA may also require us or our collaborators to commit to perform
lengthy Phase 4 post-approval clinical efficacy or safety studies. Our expending additional resources on such trials would have an adverse
effect on our operating results and financial condition.

 In jurisdictions outside the United States, we
or our collaborators must receive marketing authorizations from the appropriate regulatory authorities before commercializing our drugs.
Regulatory approval processes outside the United States generally include all of the aforementioned requirements and risks associated
with FDA approval.

 If we or our collaborators are unable to
design, conduct and complete successful clinical trials, our drug candidates will not be able to receive regulatory approval.

 Before obtaining regulatory approvals for the
commercial sale of any of our product candidates, we must demonstrate through lengthy, complex and expensive nonclinical testing and
clinical trials that the product is both safe and effective for use in each target indication.

 Results from early clinical trials may not support
moving a drug candidate to later-stage clinical trials. Phase 3 clinical trials may not demonstrate the safety or efficacy of our drug
candidates. Success in preclinical studies and early clinical trials does not ensure that later clinical trials will be successful. Results
of later clinical trials may not replicate the results of prior clinical trials and preclinical studies. For example, our RELIANCE I study
did not achieve its primary endpoint, statistically significant improvements in depression symptoms compared to placebo on Day 28, even
though our Phase 2 study was positive. Further, our monotherapy Phase 3 study, RELIANCE III, also did not meet its primary endpoint, statistically
significant improvements in depression symptoms compared to placebo on Day 28. Even if our RELIANCE II, RELIGHT or other potential Phase
3 clinical trials are positive, we or our collaborators may have to commit substantial time and additional resources to conducting further
preclinical studies and clinical trials before obtaining FDA approval for any of our drug candidates.

 Clinical trial results from the study of depression
are inherently difficult to predict. In addition, our clinical trials and our future clinical trials for esmethadone measure clinical
symptoms, such as depression that are not biologically measurable. The primary measure of depression is subjective and can be influenced
by factors outside of our control, and can vary widely from day to day for a particular patient, and from patient to patient and site
to site within a clinical study. The results we have obtained in completed animal studies or we have observed in our clinical trials
conducted to date may not be predictive of results from our future clinical trials. For example, our RELIANCE III and RELIANCE I studies
did not achieve their primary endpoints, statistically significant improvements in depression symptoms compared to placebo on Day 28.

 Clinical trials are very expensive and difficult
to design and implement, in part because they are subject to rigorous requirements. The clinical trial process also consumes a significant
amount of time. Furthermore, if participating patients in clinical trials suffer drug-related adverse reactions during the course of
such clinical trials, or if we, our collaborators or the FDA believe that participating patients are being exposed to unacceptable health
risks, such clinical trials will have to be suspended or terminated. Failure can occur at any stage of the clinical trials, and we or
our collaborators could encounter problems that cause abandonment or repetition of clinical trials.

 We have a limited history of developing drug
candidates. We do not know whether any of our ongoing or planned clinical trials will result in marketable drugs.

 In addition, completion of clinical trials can
be delayed by numerous factors, including:

 delays in identifying and
 agreeing on acceptable terms with prospective clinical trial sites;

 slower than expected rates
 of patient recruitment and enrollment;

 unanticipated patient dropout
 rates; and

 increases in time required
 to complete monitoring of patients during or after participation in a clinical trial.

 Any of these delays could significantly impact
the timing, approval and commercialization of our drug candidates and could significantly increase our overall costs of drug development.

 We cannot predict whether regulatory agencies
will determine that the data from our clinical trials support marketing approval.

 The FDA's and other regulatory agencies'
decisions to approve our product candidates will depend on our ability to demonstrate through adequate well-controlled clinical trials,
that the product candidate is effective. For esmethadone product candidate, efficacy is measured statistically by comparing the overall
improvement in depression in actively-treated patients against improvement in depression in the control group (a placebo control). However,
there is a possibility that our data may fail to show a statistically significant difference from the placebo control or the active control.
For example, our RELIANCE III and RELIANCE I studies did not achieve their primary endpoints, statistically significant improvements in
depression symptoms compared to placebo on Day 28. Alternatively, there is a possibility that our data may be statistically significant,
but that the actual clinical benefit of the product candidates may not be considered to be clinically significant, clinically relevant
or clinically meaningful. Even if we believe that the data from our trials will support marketing approval in the United States or in
Europe, we cannot predict whether the agencies will agree with our analysis and approve our applications.

 Developments by competitors may establish
standards of care that affect our ability to conduct our clinical trials as planned.

 Changes in standards related to clinical trial
design could affect our ability to design and conduct clinical trials as planned. In that case, both the cost and the amount of time
required to conduct a clinical trial could increase.

 Conducting clinical trials of our drug
candidates or commercial sales of a drug candidate may expose us to expensive product liability claims and we may not be able to maintain
product liability insurance on reasonable terms or at all.

 The risk of product liability is inherent in
the testing of pharmaceutical products. If we cannot successfully defend ourselves against product liability claims, we may incur substantial
liabilities or be required to limit or terminate testing of one or more of our drug candidates. Our inability to obtain sufficient product
liability insurance at an acceptable cost to protect against product liability claims could prevent or inhibit the commercialization
of our drug candidates. We currently carry clinical trial insurance but do not carry product liability insurance. If we successfully
commercialize our drug candidates, we may face product liability claims, regardless of FDA approval for commercial manufacturing and
sale. We may not be able to obtain such insurance at a reasonable cost, if at all. Even if our agreements with any current or future
corporate collaborators entitle us to indemnification against product liability losses, such indemnification may not be available or
adequate should any claim arise.

 If our drug candidates receive regulatory
approval, we and our collaborators will also be subject to ongoing FDA obligations and continued regulatory review, such as continued
safety reporting requirements, and we and our collaborators may also be subject to additional FDA post-marketing obligations or new regulations,
all of which may result in significant expense and limit our and our collaborators' ability to commercialize our drugs.

 Any regulatory approvals that our drug candidates
receive may also be subject to limitations on the indicated uses for which the drug may be marketed or contain requirements for costly
post-marketing follow-up studies. In addition, if the FDA approves any of our drug candidates, the manufacturing processes, labeling,
packaging, distribution, post-approval monitoring and adverse event reporting, storage, import, export, advertising, promotion and record
keeping for the drug will be subject to extensive and ongoing regulatory requirements. The FDA has significant post-market authority,
including the authority to require labeling changes based on new safety information and to require post-market studies or clinical trials
to evaluate safety risks related to the use of a product or to require withdrawal of the product from the market. The manufacturing facilities
used to manufacture our product candidates will also be subject to periodic review and inspection by the FDA and other regulatory agencies,
including for continued compliance with cGMPs requirements. The discovery of any new or previously unknown problems with our third-party
manufacturers, manufacturing processes or facilities may result in restrictions on the product, manufacturer or facility, including withdrawal
of the product from the market. Any product promotion and advertising will also be subject to regulatory requirements and continuing
regulatory review. The FDA imposes stringent restrictions on manufacturers' communications regarding use of their products. If
we promote our product candidates in a manner inconsistent with FDA-approved labeling or otherwise not in compliance with FDA regulations,
we may be subject to enforcement action. If we or our collaborators, manufacturers or service providers fail to comply with applicable
continuing regulatory requirements in the United States or foreign jurisdictions in which we seek to market our products, we or they
may be subject to, among other things, fines, warning or untitled letters, holds on clinical trials, suspension or withdrawal of regulatory
approval, product recalls and seizures, administrative detention of products, refusal to permit the import or export of products, operating
restrictions, injunction, civil penalties and criminal prosecution.

 The FDA's policies may change and additional
government regulations may be enacted that could prevent or delay regulatory approval of our drug candidates. We cannot predict the likelihood,
nature or extent of adverse government regulation that may arise from future legislation or administrative action, either in the United
States or abroad.

 Fast Track Designation may not lead to a faster development
or regulatory review or approval process.

 We have obtained Fast Track Designation for esmethadone
for the adjunctive treatment of MDD. Fast Track Designation is granted if a drug is intended for the treatment of a serious or life-threatening
condition and the drug demonstrates the potential to address unmet medical needs for this condition. Fast Track Designation does not
guarantee a faster development process, review or approval compared to conventional FDA procedures. The FDA may withdraw Fast Track Designation
if it believes that the designation is no longer supported by data from our clinical development program.

 Even though we have obtained orphan drug
designation in the United States for esmethadone for the treatment of postherpetic neuralgia, we may not obtain or maintain orphan
drug exclusivity for that product candidate, and we may not obtain orphan drug designation or exclusivity for any of our other product
candidates or indications.

 The FDA may designate drugs for relatively small
patient populations as orphan drugs. Under the Orphan Drug Act, the FDA may designate a product as an orphan drug if it is a drug intended
to treat a rare disease or condition, which is generally defined as a patient population of fewer than 200,000 individuals in the United
States.

 Generally, if a product with an orphan drug designation
subsequently receives the first marketing approval for the indication for which it has such designation, the active ingredient is entitled
to a period of marketing exclusivity, which precludes the FDA from approving another marketing application for the same active ingredient
for the same disease for seven years. Orphan drug exclusivity may be lost if the FDA determines that the request for designation was materially
defective or if the manufacturer is unable to assure sufficient quantity of the drug to meet the needs of patients with the rare disease
or condition.

 We have obtained orphan drug designation for
esmethadone for the treatment of postherpetic neuralgia. If the product candidate were to obtain orphan drug exclusivity upon approval,
such exclusivity would prevent the FDA from approving another application to market a drug containing the same active moiety for the
same orphan indication, except in very limited circumstances, including when the FDA concludes that the later drug is safer, more effective
or makes a major contribution to patient care. In addition, a designated orphan drug may not receive orphan drug exclusivity if it is
approved for a use, such as MDD, that is broader than the indication for which it received orphan designation.

 Even though we have received orphan drug designation
for esmethadone for the treatment of postherpetic neuralgia, we may not be the first to obtain marketing approval for this active moiety
for the orphan-designated indication due to the uncertainties associated with developing pharmaceutical product candidates. Further,
even if we obtain orphan drug exclusivity for a product, that exclusivity may not effectively protect the product from competition because
different drugs with different active moieties can be approved for the same condition or a drug with the same active moiety can be approved
for a different indication. Orphan drug designation by the FDA neither shortens the development time or regulatory review time of a drug
nor gives the drug any advantage in the regulatory review or approval process. In addition, even if we intend to seek orphan drug designation
for other product candidates or indications, we may never receive such designations or obtain orphan drug exclusivity.

 We may not be able to obtain marketing
exclusivity under the Hatch-Waxman Amendments or equivalent regulatory data exclusivity protection in other jurisdictions for our products.

 We intend to rely, in part, on Hatch-Waxman exclusivity
for the commercialization of our products in the United States, if approved. The Hatch-Waxman Amendments provide marketing exclusivity
to the first applicant to gain approval of an NDA under specific provisions of the FDCA. For esmethadone, which we intend to elect to
have not be considered the same active ingredient as methadone and therefore an NCE, we anticipate obtaining 5-year exclusivity. If FDA
were to determine that we do not meet the requirements to make the election, we may not be able to obtain 5-year exclusivity for the product.
In addition, under the statute, this election currently may only be made in an NDA submitted before October 1, 2027.

 There can be no assurance that European authorities
will grant data exclusivity for esmethadone, because it does not contain a new active molecule. Even if European data exclusivity is
granted for esmethadone, this may not protect us from direct competition. A competitor(s) with a generic version of our product
may be able to obtain approval of its product during our product's period of data exclusivity, by submitting a marketing authorization
application (MAA) with a less than full package of nonclinical and clinical data.

 We may need to focus our future efforts
in new therapeutic areas where we have little or no experience.

 Although our primary strategic interest is in
the areas of depression, esmethadone has potential benefits in other therapeutic areas. If our drug development efforts in depression
fail, or if the competitive landscape or investment climate for antidepressant drug development is less attractive, we may need to change
the company's strategic focus to include development of our product candidates, or of newly acquired product candidates, for therapeutic
areas other than depression. We have very limited drug development experience in other therapeutic areas and we may be unsuccessful in
making this change from a depression company to a company with a focus in areas other than depression, such as metabolic disorders with
psilocybin, or a company with a focus in multiple therapeutic areas including depression.

 Our product candidates contain controlled
substances, the supply of which may be limited by U.S. statutes and regulations, and the use of which may generate public controversy.

 The active ingredients in esmethadone and psilocybin
are listed by the CSA and regulations promulgated by the DEA as controlled substances. The CSA and regulations promulgated by the DEA
regulate certain drug substances in Schedule I, II, III, IV or V, with Schedule I substances considered to present the highest risk of
substance abuse and Schedule V substances the lowest risk. These product candidates are also subject to the CSA and DEA regulations relating
to their handling (i.e., manufacturing, storage, distribution, prescribing and dispensing procedures). Furthermore, the amount of controlled
substances that can be obtained for clinical trials and commercial distribution is limited by the DEA through its quota system. Quotas
may not be sufficient to complete clinical trials or meet commercial demand. There is a risk that federal statutes and DEA regulations
concerning applicable quotas may interfere with the supply of the drugs used in clinical trials for our product candidates and the ability
to manufacture and distribute our product candidates, if approved, in the volume needed to meet commercial demand.

 Products containing controlled substances may
generate public controversy. Opponents of these products may seek restrictions on marketing and withdrawal of any regulatory approvals.
In addition, these opponents may seek to generate negative publicity in an effort to persuade the medical community to reject these products.
Political pressures and adverse publicity could lead to delays in, and increased expenses for, and limit or restrict the introduction
and marketing of our product candidates.

 Failure to comply with the CSA or DEA regulations,
or the cost of compliance with these regulations, may adversely affect our business.

 Esmethadone and psilocybin are subject to extensive
regulation by the DEA. Although esmethadone is substantially devoid of opioid activity, and psychotomimetic effects, it is currently classified
as a Schedule II drug. Upon approval, the DEA may continue to designate it as a controlled substance falling under a DEA controlled
substance schedule. Esmethadone is produced by separation from racemic methadone, a scheduled drug subject to extensive regulation by
the DEA. Any psilocybin-containing product candidate we develop is also subject to extensive regulation by the DEA as a Schedule I substance.

 The manufacture, shipment, storage, sale and use
of controlled substances are highly regulated, including security, recordkeeping and reporting obligations enforced by the DEA. Schedule
I substances by definition have a high potential for abuse, have no currently "accepted medical use" in the United States,
lack accepted safety for use under medical supervision, and may not be prescribed, marketed or sold in the United States. Schedule I and
II substances (as well as substances defined as narcotics in any Schedule) are subject to the strictest regulatory requirements and restrictions
involving registration, storage, security, recordkeeping and reporting. In particular, distribution and dispensing of Schedule II drugs
are strictly controlled. For example, all Schedule II drug prescriptions cannot be refilled and must contain a written or electronic signature
of a practitioner when presented to a pharmacy. This high degree of regulation can result in significant costs in order to comply with
the required regulations, which may have an adverse effect on the development and commercialization of our product candidates.

 The DEA limits the availability and production
of all scheduled substances, including esmethadone and psilocybin, through a quota system. The DEA requires substantial evidence and documentation
of expected legitimate medical and scientific needs before assigning quotas to manufacturers. In future years, we may need greater amounts
of controlled substances to sustain our development program, and we will need significantly greater amounts to implement our commercialization
plans if the FDA approves our proposed formulations. Any delay or refusal by the DEA in establishing the procurement quota or a reduction
in our quota for scheduled controlled substances or a failure to increase it over time as we anticipate could delay or stop the clinical
development or commercial sale of some of our products or product candidates. This could have a material adverse effect on our business,
results of operations, financial condition and prospects.

 Psilocybin is currently classified as a Schedule I drug in the
United States, and any product containing this substance must be rescheduled to be marketed. There can be no assurance that the DEA will
make a favorable scheduling decision. Even assuming categorization as a Schedule II or lower controlled substance (i.e., Schedule III,
IV or V) at the federal level, such substances would also require scheduling determinations under state laws and regulations.

 If approved by FDA, and if
the finished dosage form of a future psilocybin-containing drug product is listed by the DEA as a Schedule II, III, or IV controlled
substance, its manufacture, importation, exportation, domestic distribution, storage, sale, prescribing, and dispensing will continue
to be subject to a significant degree of regulation by the DEA. In addition, the final scheduling process may take significantly longer
than the 90-day deadline set forth in the CSA, especially if there are objections to such scheduling, thereby delaying the launch of
our psilocybin-containing product candidate in the United States. Furthermore,
the FDA, DEA or any comparable foreign regulatory authority could require us to generate more clinical or other data than we currently
anticipate to establish whether or to what extent the substance has an abuse or misuse potential, which could increase the cost and/or
delay the launch of any future psilocybin-containing product candidates. In addition, product candidates containing controlled substances
are subject to regulations relating to manufacturing, storage, distribution, prescribing, and dispensing, including:

 State-controlled
 substances laws. Individual U.S. states have also established controlled substance laws
 and regulations. Though state-controlled substances laws often mirror federal law, because
 the states are separate jurisdictions, they will need to separately reschedule any future
 psilocybin-containing drug products we develop, if approved by FDA. State scheduling may
 delay commercial sale of any product for which we obtain federal regulatory approval and
 adverse scheduling would have a material adverse effect on the commercial attractiveness
 of such product. We or our vendors must also obtain separate state registrations, permits
 or licenses in order to be able to obtain, handle, and distribute controlled substances for
 clinical trials or, if approved, commercial sale, and failure to meet applicable regulatory
 requirements could lead to enforcement and sanctions by the states in addition to those from
 the DEA or otherwise arising under federal law.

 Clinical
 trials. Because we plan to conduct clinical trials of a psilocybin-containing product
 candidate in the United States prior to approval, each of our research sites must submit
 a research protocol to the DEA and obtain and maintain a DEA Schedule I researcher registration
 that will allow those sites to handle and dispense this product candidate and to obtain the
 product from our importer. If the DEA delays or denies the grant of a researcher registration
 or approval of the research protocol to one or more research sites, the clinical trial could
 be significantly delayed, and we could lose clinical trial sites. The importer for the clinical
 trials must also obtain a Schedule I importer registration and an import permit for each
 import. We do not currently conduct any manufacturing or repackaging/relabeling of either
 psilocybin or the psilocybin-containing product candidate in the United States.

 The
potential reclassification of psilocybin in the United States could create additional regulatory burdens on our operations and nega tively
affect our results of operations.

 If psilocybin, rather than
just a specific FDA-approved formulation, is rescheduled under the CSA as a Schedule II or lower controlled substance (i.e., Schedule
III, IV or V), the ability to conduct research on psilocybin would most likely be improved. However, rescheduling psilocybin may materially
alter enforcement policies across many federal and state agencies, primarily FDA and DEA. FDA's responsibilities include regulating
the ingredients as well as the marketing and labeling of drugs sold in interstate commerce. Because it is currently illegal under federal
law to produce and sell psilocybin, and because there are no federally recognized medical uses, FDA has historically deferred enforcement
related to psilocybin to the DEA. If psilocybin were to be rescheduled to a federally controlled, yet legal, substance, FDA would likely
play a more active regulatory role. The DEA would continue to be active in regulating manufacturing, distribution and dispensing of such
substances. The potential for multi-agency enforcement post-rescheduling, including state agencies, e.g., Boards of Pharmacy, could threaten
or have a materially adverse effect on our business. In addition, if the psilocybin-containing product candidate is scheduled as Schedule
II, III, IV or V, we would also need to identify wholesale distributors with the appropriate DEA registrations and authority to distribute
the psilocybin-containing product candidate. The failure to obtain, or delay in obtaining, or the loss of any of those registrations could
result in increased costs to us. If the psilocybin-containing product candidate is classified as a Schedule II drug, participants in our
supply chain may have to maintain enhanced security including specially constructed vaults at manufacturing and distribution facilities.
This additional security may also discourage some pharmacies from carrying the product.

 If a supplier of an active pharmaceutical
ingredient (API) or a pharmaceutical excipient fails to provide us sufficient quantities, we may not be able to obtain an alternative
supply on a timely or acceptable basis.

 Our APIs and pharmaceutical excipients are multisource,
although not all sources have an active Drug Master File (DMF) with the FDA. A DMF is a submission to the FDA used to provide confidential
detailed information about facilities, processes, or articles used in the manufacturing, processing, packaging, and storing of drugs to
support drug development and approval. In addition, some of the countries for our multisource APIs may not be same as our drug manufacturing
locations. Thus, any disruption in supply from our preferred vendors could result in significant delays with our pharmaceutical development,
clinical trials, NDA submission, NDA approval or commercial sale of the finished product due to contract delays, the need to manufacture
a new batch of API, out of specification API, the need for import and export permits, and the failure of the newly sourced API to perform
to the standards of the previously sourced API.

 Modifications to our products, if approved,
may require new NDA approvals.

 After a product candidate receives FDA approval,
expanded uses or uses in new indications of our products may require additional clinical trials and new regulatory approvals, including
additional IND submissions before we can begin clinical development and supplemental NDA approval prior to marketing and sales. If we
are required to conduct additional clinical studies, it would require additional expenditures and impact our operating results. Delays
in obtaining required future approvals could adversely affect our ability to introduce new or enhanced products in a timely manner, which
in turn would harm our future growth.

 Delays in the commencement or completion
of pharmaceutical development, manufacturing or clinical testing could result in increased costs to us and delay our ability to generate
revenues.

 We do not know whether our pharmaceutical development,
manufacturing or clinical testing will be on time or be completed on schedule, if at all. For example, we may encounter delays during
the manufacture of pilot scale batches including delays with our contract development or manufacturing organization, sourcing satisfactory
quantities of APIs, narcotic import and export permits, sourcing of excipients, contract disputes with our third party vendors and manufacturers,
or failure of the product to meet specification. Similar delays may occur a during our cGMP manufacture of the product.

 The commencement and completion of clinical trials
can be disrupted for a variety of reasons, including difficulties in:

 recruiting and enrolling
 patients to participate in a clinical trial;

 obtaining regulatory approval
 to commence a clinical trial;

 reaching agreement on acceptable
 terms with prospective clinical research organizations and trial sites;

 obtaining approval of the
 IRB at each site selected for participation in our clinical trials;

 manufacturing sufficient
 quantities of a product candidate;

 investigator fraud, including
 data fabrication by clinical trial personnel; and

 diversion of controlled
 substances by clinical trial personnel.

 A clinical trial may also be suspended or terminated
by us, the FDA or other regulatory authorities due to a number of factors, including:

 failure to conduct the
 clinical trial in accordance with regulatory requirements or in accordance with our clinical protocols;

 inspection of the clinical
 trial operations or trial site by the FDA or other regulatory authorities resulting in the imposition of a clinical hold;

 unforeseen safety issues;
 or

 inadequate patient enrollment
 or lack of adequate funding to continue the clinical trial.

 In addition, changes in regulatory requirements
and guidance may occur and we may need to amend clinical trial protocols to reflect these changes, which could impact the cost, timing
or successful completion of a clinical trial. If we experience delays in the commencement or completion of our clinical trials, the commercial
prospects for our product candidates will be harmed, and our ability to generate product revenues will be delayed. Many of the factors
that cause, or lead to, a delay in the commencement or completion of clinical trials may also lead to the denial of regulatory approval
of a product candidate.

 Conducting successful clinical studies
may require the enrollment of large numbers of patients, and suitable patients may be difficult to identify and recruit.

 Patient enrollment in clinical trials and completion
of patient participation and follow-up depends on many factors, including the size of the patient population; the nature of the trial
protocol; the attractiveness of, or the discomforts and risks associated with, the treatments received by enrolled subjects; the availability
of appropriate clinical trial investigators; support staff; the number of ongoing clinical trials in the same indication that compete
for the same patients; and proximity of patients to clinical sites and ability to comply with the eligibility and exclusion criteria
for participation in the clinical trial and patient compliance. For example, patients may be discouraged from enrolling in our clinical
trials if the trial protocol requires them to undergo extensive post-treatment procedures or follow-up to assess the safety and effectiveness
of our products or if they determine that the treatments received under the trial protocols are not attractive or involve unacceptable
risks or discomforts. Patients may also not participate in our clinical trials if they choose to participate in contemporaneous clinical
trials of competitive products.

 Adverse safety outcomes could affect our
ability to conduct our clinical trials or obtain approval of our product candidates.

 Serious injury or death resulting from a failure
of one of our drug candidates during current or future clinical trials could result in the FDA halting or delaying our clinical trials
or denying or delaying clearance or approval of a product. Even though an adverse event may not be the result of the failure of our drug
candidate, FDA or an IRB could delay or halt a clinical trial for an indefinite period of time while an adverse event is reviewed, and
likely would do so in the event of multiple such events. Any delay or termination of our current or future clinical trials as a result
of the risks summarized above, including delays in obtaining or maintaining required approvals from IRBs, delays in patient enrollment,
the failure of patients to continue to participate in a clinical trial, and delays or termination of clinical trials as a result of protocol
modifications or adverse events during the trials, may cause an increase in costs and delays in the submission of any NDAs to the FDA,
delay the approval and commercialization of our products or result in the failure of the clinical trial, which could adversely affect
our business, operating results and prospects. Lengthy delays in the completion of clinical trials of our products would adversely affect
our business and prospects and could cause us to cease operations.

 On November 29, 2006, the FDA required a boxed
warning to be added to the Prescribing Information related to cardiac death for racemic methadone, a parent compound to our esmethadone.
Although the decision was based on case reports and not on a controlled clinical trial, as part of the development of esmethadone, we
currently assess (and have actively assessed) the cardiac safety profile of esmethadone in our Phase 3 clinical trials. There is no assurance
that the results of our clinical studies will demonstrate an absence of cardiac adverse events with esmethadone. An adverse safety outcome
could result in a similar bolded warning on the label of esmethadone or in a decision not to approve esmethadone, either one of which
could have serious consequences for our continued operation.

 If approved, esmethadone and any psilocybin-containing
drug product we successfully develop may require Risk Evaluation and Mitigation Strategies (REMS).

 Esmethadone and any psilocybin-containing drug
product we successfully develop, may require REMS. The REMS may include requirements for special labeling or medication guides for patients,
special communication plans to health care professionals and restrictions on distribution and use. We cannot predict the specific REMS
to be required as part of the FDA's approval of any of our products. Depending on the extent of the REMS requirements, our costs
to commercialize our products may increase significantly. Furthermore, controlled substances risks that are not adequately addressed through
proposed REMS for our product candidates may also prevent or delay their approval for commercialization.

 Our products will face significant competition
in the markets for such products, and if they are unable to compete successfully, our business will suffer.

 Our products candidates face, and will continue
to face, intense competition from large pharmaceutical companies, specialty pharmaceutical and biotechnology companies as well as academic
and research institutions. We compete in an industry that is characterized by: (i) rapid technological change, (ii) evolving industry
standards, (iii) emerging competition and (iv) new product introductions. Our competitors have existing products and technologies that
will compete with our products and technologies and may develop and commercialize additional products and technologies that will compete
with our products and technologies. Because several competing companies and institutions have greater financial resources than us, they
may be able to: (i) provide broader services and product lines, (ii) make greater investments in research and development, (R&D),
and (iii) carry on larger R&D initiatives. Our competitors also have greater development capabilities than we do and have substantially
greater experience in undertaking nonclinical and clinical testing of products, obtaining regulatory approvals, and manufacturing and
marketing pharmaceutical products. They also have greater name recognition and better access to customers than us. Our chief competitors
include companies such as Johnson and Johnson, Abbvie, Pfizer, Eli Lilly, Axsome Therapeutics, and Neumora Therapeutics, Inc. among others.

 We may be exposed to liability claims associated
with the use of hazardous materials and chemicals.

 Our research and development activities involve
the controlled use of hazardous materials and chemicals. Although we believe that our safety procedures for using, storing, handling
and disposing of these materials comply with federal, state and local laws and regulations, we cannot completely eliminate the risk of
accidental injury or contamination from these materials. In the event of such an accident, we could be held liable for any resulting
damages and any liability could materially adversely affect our business, financial condition and results of operations. In addition,
the federal, state and local laws and regulations governing the use, manufacture, storage, handling and disposal of hazardous or radioactive
materials and waste products may require us to incur substantial compliance costs that could materially adversely affect our business
and financial condition.

 We may incur substantial liabilities and
may be required to limit commercialization of our products in response to product liability lawsuits.

 The testing and marketing of medical products
entail an inherent risk of product liability. We may be held liable if serious adverse reactions from the use of our product candidates
occur. If we cannot successfully defend ourselves against product liability claims, we may incur substantial liabilities or be required
to limit commercialization of our product candidates. Our inability to obtain sufficient product liability insurance at an acceptable
cost to protect against potential product liability claims could prevent or inhibit the commercialization of pharmaceutical products
we develop, alone or with corporate collaborators. We currently do not carry product liability insurance. We, or any corporate collaborators,
may not be able to obtain insurance at a reasonable cost, if at all. Even if our agreements with any future corporate collaborators entitle
us to indemnification against losses, such indemnification may not be available or adequate if any claim arises.

 Risks Related to Our Intellectual Property

 Our business depends upon securing and
protecting critical intellectual property.

 Our commercial success will depend in part on
our obtaining and maintaining patent, trade secret, copyright and trademark protection of our technologies in the United States and other
jurisdictions as well as successfully enforcing this intellectual property and defending this intellectual property against third-party
challenges. We will only be able to protect our technologies from unauthorized use by third parties to the extent that valid and enforceable
intellectual property protection, such as patents or trade secrets, cover them. In particular, we place considerable emphasis on obtaining
patent and trade secret protection for significant new technologies, products and processes. Furthermore, the degree of future protection
of our proprietary rights is uncertain because legal means afford only limited protection and may not adequately protect our rights or
permit us to gain or keep our competitive advantage. Moreover, the degree of future protection of our proprietary rights is uncertain
for products that are currently in the early stages of development because we cannot predict which of these products will ultimately
reach the commercial market or whether the commercial versions of these products will incorporate proprietary technologies.

 Our patent position is highly uncertain
and involves complex legal and factual questions.

 Accordingly, we cannot predict the breadth of
claims that may be allowed or enforced in our patents or in third-party patents. For example, we or our licensors might not have been
the first to make the inventions covered by each of our pending patent applications and issued patents; we or our licensors might not
have been the first to file patent applications for these inventions; others may independently develop similar or alternative technologies
or duplicate any of our technologies; it is possible that none of our pending patent applications or the pending patent applications
of our licensors will result in issued patents; our issued patents and issued patents of our licensors may not provide a basis for commercially
viable technologies, or may not provide us with any competitive advantages, or may be challenged and invalidated by third parties; and,
we may not develop additional proprietary technologies that are patentable.

 As a result, our owned and licensed patents may
not be valid and we may not be able to obtain and enforce patents and to maintain trade secret protection for the full commercial extent
of our technology. The extent to which we are unable to do so could materially harm our business.

 Unpatented trade secrets, improvements, confidential
know-how and continuing technological innovation are important to our scientific and commercial success. Although we attempt to and will
continue to attempt to protect our proprietary information through reliance on trade secret laws and the use of confidentiality agreements
with our corporate partners, collaborators, employees and consultants and other appropriate means, these measures may not effectively
prevent disclosure of our proprietary information, and, in any event, others may develop independently, or obtain access to, the same
or similar information.

 Certain of our patent rights are licensed to
us by third parties. If we fail to comply with the terms of these license agreements, our rights to those patents may be terminated,
and we will be unable to conduct our business.

 If we are found to be infringing on patents
or trade secrets owned by others, we may be forced to cease or alter our product development efforts, obtain a license to continue the
development or sale of our products, and/or pay damages.

 Our manufacturing processes and potential products
may violate proprietary rights of patents that have been or may be granted to competitors, universities or others, or the trade secrets
of those persons and entities. As the pharmaceutical industry expands and more patents are issued, the risk increases that our processes
and potential products may give rise to claims that they infringe the patents or trade secrets of others. These other persons could bring
legal actions against us claiming damages and seeking to enjoin clinical testing, manufacturing and marketing of the affected product
or process. If any of these actions are successful, in addition to any potential liability for damages, we could be required to obtain
a license in order to continue to conduct clinical tests, manufacture or market the affected product or use the affected process. Required
licenses may not be available on acceptable terms, if at all, and the results of litigation are uncertain. If we become involved in litigation
or other proceedings, it could consume a substantial portion of our financial resources and the efforts of our personnel.

 Our ability to protect and enforce our patents
does not guarantee that we will secure the right to commercialize our patents.

 A patent is a limited monopoly right conferred
upon an inventor, and his successors in title, in return for the making and disclosing of a new and non-obvious invention. This monopoly
is of limited duration but, while in force, allows the patent holder to prevent others from making and/or using his invention. While
a patent gives the holder this right to exclude others, it is not a license to commercialize the invention, where other permissions may
be required for permissible commercialization to occur. For example, a drug cannot be marketed without the appropriate authorization
from the FDA, regardless of the existence of a patent covering the product. Further, the invention, even if patented itself, cannot be
commercialized if it infringes the valid patent rights of another party.

 Intellectual property rights do not necessarily
address all potential threats to our competitive advantage.

 The degree of future protection afforded by our
intellectual property rights is uncertain because intellectual property rights have limitations, and may not adequately protect our business,
or permit us to maintain our competitive advantage. The following examples are illustrative:

 others may be able to make
 a product that is similar to our current and future product candidates we intend to commercialize that is not covered by the patents
 that we own or license and have the right to enforce;

 others may independently
 develop similar or alternative technologies or duplicate any of our technologies without infringing our intellectual property rights;

 it is possible that our
 current and future patent applications will not lead to issued patents;

 issued patents that we
 own or license may not provide us with any competitive advantages, or may be held invalid or unenforceable as a result of legal challenges;
 and

 our competitors might conduct
 research and development activities in the United States and other countries that provide a safe harbor from patent infringement
 claims for certain research and development activities, as well as in countries where we do not have patent rights, and then use
 the information learned from such activities to develop competitive products for sale in our major commercial markets; and we may
 not develop additional proprietary technologies that are patentable.

 Risks Related to Government Regulation

 We may undertake international operations,
which will subject us to risks inherent with operations outside of the United States.

 Although we do not have any foreign operations
at this time, we intend to seek to obtain market clearances in foreign markets that we deem to generate significant opportunities. However,
even with the cooperation of a commercialization partner, conducting drug development in foreign countries involves inherent risks, including,
but not limited to: difficulties in staffing, funding and managing foreign operations; unexpected changes in regulatory requirements;
export restrictions; tariffs and other trade barriers; difficulties in protecting, acquiring, enforcing and litigating intellectual property
rights; fluctuations in currency exchange rates; and potentially adverse tax consequences.

 If we were to experience any of the difficulties
listed above, or any other difficulties, any international development activities and our overall financial condition may suffer and
cause us to reduce or discontinue our international development and registration efforts.

 We depend on our information technology
systems and those of our third-party collaborators, service providers, contractors or consultants. Our internal computer systems, or
those of our third-party collaborators, service providers, contractors or consultants, may fail or suffer security breaches, disruptions,
or incidents, which could result in a material disruption of our development programs or loss of data or compromise the privacy, security,
integrity or confidentiality of sensitive information related to our business and have a material adverse effect on our reputation, business,
financial condition or results of operations.

 In the ordinary course of our business, we collect,
store and transmit large amounts of confidential information, including intellectual property, proprietary business information and personal
information. Our internal technology systems and infrastructure, and those of our current or future third-party collaborators, service
providers, contractors and consultants are vulnerable to damage from computer viruses, unauthorized access or use resulting from malware,
natural disasters, terrorism, war and telecommunication and electrical failures, denial-of-service attacks, cyber-attacks or cyber-intrusions
over the internet, hacking, phishing and other social engineering attacks, persons inside our organizations (including employees or contractors),
loss or theft, or persons with access to systems inside our organization. Attacks on information technology systems are increasing in
their frequency, levels of persistence, sophistication and intensity, and they are being conducted by increasingly sophisticated and
organized foreign governments, groups and individuals with a wide range of motives and expertise. In addition to extracting or accessing
sensitive information, such attacks could include the deployment of harmful malware, ransomware, denial-of-service attacks, social engineering
and other means to affect service reliability and threaten the security, confidentiality, integrity and availability of information.
The prevalent use of mobile devices that access sensitive information also increases the risk of data security incidents which could
lead to the loss of confidential information or other intellectual property. While to our knowledge we have not experienced any material
system failure, accident or security breach to date, if such an event were to occur and cause interruptions in our operations or the
operations of third-party collaborators, service providers, contractors and consultants, it could result in a material disruption of
our development programs and significant reputational, financial, legal, regulatory, business or operational harm. The costs to us to
mitigate, investigate and respond to potential security incidents, breaches, disruptions, network security problems, bugs, viruses, worms,
malicious software programs and security vulnerabilities could be significant, and while we have implemented security measures to protect
our data security and information technology systems, our efforts to address these problems may not be successful, and these problems
could result in unexpected interruptions, delays, cessation of service and other harm to our business and our competitive position.

 Failure to comply with existing or future
laws and regulations related to privacy or data security could lead to government enforcement actions (which could include civil or criminal
fines or penalties), private litigation, other liabilities, and/or adverse publicity. Compliance or the failure to comply with such laws
could increase the costs of our products and services, could limit their use or adoption, and could otherwise negatively affect our operating
results and business.

 Regulation of data processing is evolving, as
federal, state, and foreign governments continue to adopt new, or modify existing, laws and regulations addressing data privacy and security,
and the collection, processing, storage, transfer, and use of data. We and our partners may be subject to current, new, or modified federal,
state, and foreign data privacy and protection laws and regulations (e.g., laws and regulations that address data privacy and data security
including, without limitation, health data). These new or proposed laws and regulations are subject to differing interpretations and
may be inconsistent among jurisdictions, and guidance on implementation and compliance practices are often updated or otherwise revised,
which adds to the complexity of processing personal data. These and other requirements could require us or our partners to incur additional
costs to achieve compliance, limit our competitiveness, necessitate the acceptance of more onerous obligations in our contracts, restrict
our ability to use, store, transfer, and process data, impact our or our partners' ability to process or use data in order to support
the provision of our products or services, affect our or our partners' ability to offer our products and services in certain locations,
or cause regulators to reject, limit or disrupt our clinical trial activities.

 Failure to comply with U.S. and international
data privacy and protection laws and regulations could result in government enforcement actions (which could include civil or criminal
penalties, fines or sanctions), private litigation, and/or adverse publicity and could negatively affect our operating results and business.
Moreover, patients about whom we or our partners obtain information, as well as the providers who share this information with us, may
contractually limit our ability to use and disclose the information. Claims that we have violated individuals' privacy rights,
failed to comply with data protection laws, or breached our contractual obligations related to security or privacy, even if we are not
found liable, could be expensive and time-consuming to defend and could result in adverse publicity that could harm our business. Compliance
with data protection laws may be time-consuming, require additional resources and could result in increased expenses, reduce overall
demand for our products and services and make it more difficult to meet expectations of or commitments to customers or partners.

 Our operations and relationships with future
customers, providers and third-party payors will be subject to applicable anti-kickback, fraud and abuse and other healthcare laws and
regulations, which could expose us to penalties including criminal sanctions, civil penalties, contractual damages, reputational harm
and diminished profits and future earnings.

 Healthcare providers and third-party payors will
play a primary role in the recommendation and prescription of any product candidates for which we obtain marketing approval. Our future
arrangements with providers, third-party payors and customers will subject us to broadly applicable fraud and abuse and other healthcare
laws and regulations that may constrain the business or financial arrangements and relationships through which we market, sell and distribute
any product candidates for which we obtain marketing approval.

 Restrictions under applicable U.S. federal and
state healthcare laws and regulations include the following:

 the federal Anti-Kickback
 Statute prohibits, among other things, persons and entities from knowingly and willfully soliciting, offering, receiving or providing
 remuneration, directly or indirectly, in cash or in kind, to induce or reward either the referral of an individual for, or the purchase,
 order or recommendation of, any good or service, for which payment may be made under federal healthcare programs such as Medicare
 and Medicaid. A person or entity does not need to have actual knowledge of the federal Anti-Kickback Statute or specific intent to
 violate it in order to have committed a violation;

 federal false claims laws,
 including the federal False Claims Act, imposes criminal and civil penalties, including through civil whistleblower or qui tam actions,
 against individuals or entities for knowingly presenting, or causing to be presented, to the federal government, claims for payment
 that are false or fraudulent or making a false statement to avoid, decrease or conceal an obligation to pay money to the federal
 government. In addition, the government may assert that a claim including items or services resulting from a violation of the U.S.
 federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the civil False Claims Act;

 HIPAA, as amended by HITECH, imposes criminal and civil liability for,
among other things, knowingly and willfully executing or attempting to execute a scheme to defraud any healthcare benefit program or making
false statements relating to healthcare matters. Similar to the federal Anti-Kickback Statute, a person or entity does not need to have
actual knowledge of the statute or specific intent to violate it in order to have committed a violation;

 the federal Physician Payment
 Sunshine Act requires applicable manufacturers of covered drugs, devices, biologics, and medical supplies for which payment is available
 under Medicare, Medicaid, or the Children's Health Insurance Program, with specific exceptions, to report payments and other
 transfers of value provided during the previous year to physicians, as defined by such law, physician assistants, certain types of
 advance practice nurses, and teaching hospitals, as well as certain ownership and investment interests held by such physicians and
 their immediate family, which includes annual data collection and reporting obligations; and

 analogous state and
 foreign laws and regulations, such as state anti-kickback and false claims laws, may apply to sales or marketing arrangements and
 claims involving healthcare items or services reimbursed by non-governmental third-party payors, including private insurers; and
 some state laws require pharmaceutical companies to comply with the pharmaceutical industry's voluntary compliance guidelines
 and the relevant compliance guidance promulgated by the federal government and may require drug manufacturers to report information
 related to payments and other transfers of value to physicians and other healthcare providers or marketing expenditures or drug
 pricing.

 Efforts to ensure that our business arrangements
with third parties will comply with applicable healthcare laws and regulations will involve substantial costs. It is possible that governmental
authorities will conclude that our business practices may not comply with current or future statutes, regulations or case law involving
applicable fraud and abuse or other healthcare laws and regulations. If our operations are found to be in violation of any of these laws
or any other governmental regulations that may apply to us, we may be subject to significant civil, criminal and administrative penalties,
damages, fines, imprisonment, exclusion of product candidates from government-funded healthcare programs, such as Medicare and Medicaid,
disgorgement, contractual damages, reputational harm, diminished profits and future earnings, and the curtailment or restructuring of
our operations. If any of the physicians or other healthcare providers or entities with whom we expect to do business is found to be
not in compliance with applicable laws, they may be subject to criminal, civil or administrative sanctions, including exclusions from
government-funded healthcare programs.

 Enacted and future legislation may affect
the prices we may set. The full effect of recent United States healthcare reform and other changes in the healthcare industry, laws,
and regulations and in healthcare spending is currently unknown, and the reform and other changes may adversely affect our business model.

 In the United States and some foreign jurisdictions,
there have been a number of legislative and regulatory changes and proposed changes regarding the healthcare system that could, among
other things, affect our ability to profitably sell any products for which we obtain marketing approval.

 The commercial potential for our products, if any, could also be affected
by changes in healthcare spending and policy in the United States and abroad. New laws, regulations, or judicial decisions or new interpretations
of existing laws, regulations, or decisions, related to healthcare availability, the method of delivery, or payment for healthcare products
and services could adversely affect our business, operations, and financial condition, if and when we are able to obtain marketing approval
and commercialize our products. For example, the ACA was enacted in 2010 with a goal, among others, of reducing the cost of healthcare
and substantially changing the way healthcare is financed by both government and private insurers. The ACA, among other things, expanded
manufacturers' rebate liability under the Medicaid Drug Rebate Program, imposed a significant annual, nondeductible fee on companies
that manufacture or import certain branded prescription drug products, and enacted substantial provisions affecting compliance, which
may affect our business practices with healthcare practitioners.

 There have been and continue to be a number of initiatives at the U.S.
federal and state levels that seek to reduce healthcare costs in general and the cost of pharmaceuticals in particular. These initiatives
recently culminated in the enactment of the IRA in August 2022, which, among other things, allows HHS to directly negotiate the selling
price of a statutorily speficied number of drugs and biologics each year that CMS reimburses under Medicare Part B and Part D. Only high-expenditure
single-source biologics that have been approved for at least 11 years (7 years for single-source drugs) can be selected by CMS for negotiation,
with the negotiated price taking effect two years after the selection year. Negotiations for Medicare Part D products begin in 2024 with
the negotiated price taking effect in 2026, and negotiations for Medicare Part B products begin in 2026 with the negotiated price taking
effect in 2028. In August 2023, HHS announced the ten Medicare Part D drugs and biologics that it selected for negotiations. HHS will
announce the negotiated maximum fair prices by September 1, 2024, and this price cap, which cannot exceed a statutory ceiling price, will
come into effect on January 1, 2026. A drug or biological product that has an orphan drug designation for only one rare disease or condition
will be excluded from the IRA's price negotiation requirements, but will lose that exclusion if it has designations for more than
one rare disease or condition, or if is approved for an indication that is not within that single designated rare disease or condition,
unless such additional designation or such disqualifying approvals are withdrawn by the time CMS evaluates the drug for selection for
negotiation. The IRA also imposes rebates on Medicare Part D and Part B drugs whose prices have increased at a rate greater than the rate
of inflation. In addition, the law eliminates, beginning in 2025, the coverage gap under Medicare Part D by significantly lowering the
beneficiary maximum out-of-pocket cost and requiring manufacturers to subsidize, through a newly established manufacturer discount program,
10% of Part D enrollees' prescriptions costs for brand drugs below the out-of-pocket maximum, and 20% once the out-of-pocket maximum
has been reached. The IRA also extends enhanced subsidies for individuals purchasing health insurance coverage in ACA marketplaces through
plan year 2025. The IRA permits the Secretary of HHS to implement many of these provisions through guidance, as opposed to regulation,
for the initial years. Manufacturers that fail to comply with the IRA may be subject to various penalties, including civil monetary penalties.
These provisions will take effect progressively starting in 2023, although they may be subject to legal challenges. For example, the provisions
related to the negotiation of selling prices of high-expenditure single-source drugs and biologics have been challenged in multiple lawsuits
brought by pharmaceutical manufacturers. Thus, while it is unclear how the IRA will implemented, it will likely have a significant impact
on the pharmaceutical industry.

 Further, at the U.S. state level, legislatures are increasingly enacting
laws and implementing regulations designed to control pharmaceutical and biological product pricing, including price or reimbursement
constraints, discount requirements, marketing cost disclosure, price gouging prohibitions, and price transparency reporting. We expect
that additional state and federal healthcare reform measures will be adopted in the future, any of which could limit the amounts that
federal and state governments will pay for healthcare products and services or otherwise negatively impact our business model.

 Risks Related to Our Reliance on Third Parties

 We have no manufacturing capabilities and
depend on other parties for our manufacturing operations. If these manufacturers fail to meet our requirements and strict regulatory
requirements, our product development and commercialization efforts may be materially harmed.

 We do not own or operate facilities for drug
manufacturing, storage, distribution or quality testing. We currently rely, and may continue to rely, on third-party contract manufacturers
to manufacture APIs, drug products and other components of our product candidates. Reliance on third-party manufacturers may expose us
to different risks than if we were to manufacture product candidates ourselves.

 The manufacturing process for a product candidate
is subject to FDA and foreign regulatory authority review. We, and our suppliers and manufacturers, must meet applicable manufacturing
requirements and undergo rigorous facility and process validation tests required by regulatory authorities in order to comply with regulatory
standards, such as cGMPs. Securing marketing approval also requires the submission of information about the product manufacturing process
to, and inspection of manufacturing facilities by, the FDA and foreign regulatory authorities. If our contract manufacturers cannot successfully
manufacture material that conforms to our specifications and the strict regulatory requirements of the FDA or comparable foreign regulatory
authorities, we may not be able to rely on their manufacturing facilities for the manufacture of our product candidates. Moreover, we
do not control the manufacturing process at our contract manufacturers and are completely dependent on them for compliance with current
regulatory requirements. In the event that any of our manufacturers fail to comply with such requirements or to perform their obligations
in relation to quality, timing or otherwise, or if our supply of components or other materials becomes limited or interrupted for other
reasons, we may be forced to enter into an agreement with other third parties, which we may not be able to do on reasonable terms, if
at all. In some cases, the technical skills or technology required to manufacture our product candidates may be unique or proprietary
to original manufacturers and we may have difficulty transferring such to other third parties. These factors would increase our reliance
on such manufacturers or require us to obtain a license from such manufacturers in order to enable us, or to have other third parties,
manufacture our product candidates.

 We expect to continue to rely on third-party
manufacturers if we receive regulatory approval for any product candidate. To the extent that we have existing, or enter into future,
manufacturing arrangements with third parties, we will depend on these third parties to perform their obligations in a timely manner
consistent with contractual and regulatory requirements, including those related to quality control and assurance. Any manufacturing
facilities used to produce our products will be subject to periodic review and inspection by the FDA and foreign regulatory authorities,
including for continued compliance with cGMP requirements, quality control, quality assurance and corresponding maintenance of records
and documents. If we are unable to obtain or maintain third-party manufacturing for product candidates, or to do so on commercially reasonable
terms, we may not be able to develop and commercialize our product candidates successfully. Or a third parties' failure to execute
on our manufacturing requirements, comply with cGMPs or maintain a compliance status acceptable to the FDA or foreign regulatory authorities
could adversely affect our business in a number of ways, including:

 an inability to initiate
 or continue clinical trials of product candidates under development;

 delay in submitting regulatory
 applications, or receiving regulatory approvals, for product candidates;

 loss of the cooperation
 of existing or future collaborators;

 subjecting third-party
 manufacturing facilities to additional inspections by regulatory authorities;

 requirements to cease distribution
 or to recall batches of our product candidates; and

 in the event of approval
 to market and commercialize a product candidate, an inability to meet commercial demands for our products.

 Our contract manufacturers may experience manufacturing
difficulties due to resource constraints or as a result of labor disputes or unstable political environments. If our contract manufacturers
were to encounter difficulties, our ability to provide our product candidates to patients in preclinical and clinical trials, or to provide
product for treatment of patients once approved, would be jeopardized.

 We intend to rely on third parties to conduct
our preclinical studies and clinical trials. If these third parties do not perform as contractually required or otherwise expected, we
may not be able to obtain regulatory approval for our product candidates.

 We do not currently conduct preclinical studies
or clinical trials on our own, and instead will rely on third parties, such as contract research organizations (CROs), medical institutions,
clinical investigators and contract laboratories, to assist us with our preclinical studies and clinical trials. Accordingly, we have
less control over the timing, quality and other aspects of preclinical studies and clinical trials than if we conducted them on our own.
These investigators, CROs and consultants are not our employees and we will have limited control over the amount of time and resources
that they dedicate to our programs. These third parties may have contractual relationships with other entities, some of which may be
our competitors, which may draw time and resources from our programs. The third parties with which we may contract might not be diligent,
careful or timely in conducting our preclinical studies or clinical trials, resulting in the preclinical studies or clinical trials being
delayed or unsuccessful.

 If we cannot contract with acceptable third parties
on commercially reasonable terms, or at all, or if these third parties do not carry out their contractual duties, satisfy legal and regulatory
requirements for the conduct of preclinical studies or clinical trials or meet expected deadlines, our clinical development programs
could be delayed and otherwise adversely affected. In all events, we will be responsible for ensuring that each of our preclinical studies
and clinical trials are conducted in accordance with the general investigational plan and protocols for the trial as well as applicable
legal and regulatory requirements. The FDA generally requires preclinical studies to be conducted in accordance with good laboratory
practices and clinical trials to be conducted in accordance with good clinical practices, including for designing, conducting, recording
and reporting the results of preclinical studies and clinical trials to assure that data and reported results are credible and accurate
and that the rights, integrity and confidentiality of clinical trial participants are protected. Our reliance on third parties that we
do not control will not relieve us of these responsibilities and requirements. Any adverse development or delay in our preclinical studies
or clinical trials as a result of our reliance on third parties could have a material and adverse effect on our business, financial condition,
results of operations and prospects.

 Risks Related to Ownership of Our Common Stock

 There is a limited market for our common
stock that may make it more difficult to dispose of your stock.

 Our common stock is currently listed on the Nasdaq
Global Select Market under the symbol "RLMD". There is a limited trading market for our common stock. Accordingly, there
can be no assurance as to the liquidity of any markets that may develop for our common stock, the ability of holders of our common stock
to sell shares of our common stock, or the prices at which holders may be able to sell their common stock.

 A sale of a substantial number of shares
of our common stock may cause the price of the common stock to decline.

 If our stockholders sell substantial amounts
of our common stock in the public market, the market price of our common stock could fall. These sales also may make it more difficult
for us to sell equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate. Stockholders
who have held their shares for at least six months are able to sell their shares pursuant to Rule 144 under the Securities Act of 1933,
as amended (the Securities Act). We have registered under separate registration statements in aggregate up to 21,041,717 shares of our
common stock for sale into the public market by certain selling stockholders named therein. These shares represent a large number of
shares of our common stock, and if sold in the market all at once or at about the same time, could depress the market price of our common
stock during the period the registration statement remains effective and could also affect our ability to raise equity capital.

 We are subject to the reporting requirements
of federal securities laws, which can be expensive and may divert resources from other projects, thus impairing our ability grow.

 We are a public reporting company and, accordingly,
subject to the information and reporting requirements of the Exchange Act and other federal securities laws, including compliance with
the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act). The costs of preparing and filing annual and quarterly reports, proxy statements
and other information with the SEC and furnishing audited reports to stockholders cause our expenses to be higher than they would be
if we remained privately held.

 It may be time-consuming, difficult and costly
for us to develop and implement the internal controls and reporting procedures required by the Sarbanes-Oxley Act. We may need to hire
additional financial reporting, internal controls and other finance personnel in order to develop and implement appropriate internal
controls and reporting procedures. If we are unable to comply with the internal controls requirements of the Sarbanes-Oxley Act, then
we may not be able to obtain the independent accountant certifications required by such act, which may preclude us from keeping our filings
with the SEC current.

 If we fail to establish and maintain an
effective system of internal control, we may not be able to report our financial results accurately or to prevent fraud. Any inability
to report and file our financial results accurately and timely could harm our reputation and adversely impact the trading price of our
common stock.

 Effective internal control is necessary for us
to provide reliable financial reports and prevent fraud. If we cannot provide reliable financial reports or prevent fraud, we may not
be able to manage our business as effectively as we would if an effective control environment existed, and our business and reputation
with investors may be harmed. As a result, our small size and any undiscovered current internal control deficiencies may adversely affect
our financial condition, results of operation and access to capital. We have not performed an in-depth analysis to determine if historical
un-discovered failures of internal controls exist and may in the future discover areas of our internal control that need improvement. In
addition, as a smaller reporting company, our independent registered public accounting firm is not required to formally attest to the
effectiveness of our internal control over financial reporting so long as we remain a smaller reporting company, which could increase
the likelihood of undiscovered errors in our internal controls or reported financial statements as compared to issuers whose independent
registered public accounting firms have provided such attestations.

 Our stock price may be volatile.

 The market price of our common stock is likely
to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including
the following:

 changes in our industry;

 competitive pricing pressures;

 our ability to obtain working
 capital financing;

 additions or departures
 of key personnel;

 limited "public float"
 in the hands of a small number of persons whose sales or lack of sales could result in positive or negative pricing pressure on the
 market price for our common stock;

 sales of our common stock;

 our ability to execute
 our business plan;

 operating results that
 fall below expectations;

 negative or poor clinical
 results;

 regulatory developments;

 economic and other external
 factors;

 period-to-period fluctuations
 in our financial results; and

 inability to develop or
 acquire new or needed technology or products.

 In addition, the securities markets have from
time-to-time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies.
These market fluctuations may also materially and adversely affect the market price of our common stock.

 The Nevada Revised Statutes and our articles
of incorporation and bylaws contain provisions that could discourage, delay or prevent a change in control of our Company, prevent attempts
to replace or remove current management and reduce the market price of our stock.

 Provisions in our articles of incorporation and
bylaws may discourage, delay or prevent a merger or acquisition involving us that our stockholders may consider favorable. For example,
our articles of incorporation authorize our board of directors to issue up to 200,000,000 shares of "blank check" preferred
stock. As a result, without further stockholder approval, the board of directors has the authority to attach special rights, including
voting and dividend rights, to this preferred stock. With these rights, preferred stockholders could make it more difficult for a third
party to acquire us.

 We are also subject to the anti-takeover provisions
of the Nevada Revised Statutes (NRS). Depending on the number of residents in the state of Nevada who own our shares, we could be subject
to the provisions of Sections 78.378 et seq. of the Nevada Revised Statutes, which, unless otherwise provided in the Company's
articles of incorporation or by-laws, restricts the ability of an acquiring person to obtain a controlling interest of 20% or more of
our voting shares. Our articles of incorporation and by-laws do not contain any provision which would currently keep the change of control
restrictions of Section 78.378 from applying to us.

 In addition, our articles of incorporation and
amended and restated bylaws provide that our board of directors is classified into three classes of directors with staggered three-year
terms. Only one class of directors will be elected at each annual meeting of stockholders, with the other classes continuing for
the remainder of their respective three-year terms. A third party may be discouraged from making a tender offer
or otherwise attempting to obtain control of us as it is more difficult and time-consuming for stockholders to replace a majority of
the directors on a classified board of directors.

 Our bylaws provides that a Nevada court
and the federal district courts of the United States will be the exclusive forum for substantially all disputes between us and our stockholders,
which could limit our stockholders' ability to obtain a favorable judicial forum for disputes with us or our directors, officers
or employees.

 Pursuant to our bylaws, to the fullest extent
permitted by law, and unless we consent in writing to the selection of an alternative forum, the Eighth Judicial District Court of Clark
County, Nevada, is the sole and exclusive forum for any stockholder (including a beneficial owner of stock) to bring (a) any derivative
action or proceeding brought in the name or right of the Company or on our behalf, (b) any action asserting a claim of, or a claim based
on, breach of any fiduciary duty owed by any current or former director, officer, employee, agent or stockholder of the Company to the
Company or the Company's stockholders, (c) any action arising or asserting a claim arising pursuant to any provision of NRS Chapters
78 or 92A or any provision of the articles of incorporation or our bylaws or (d) any action asserting a claim against us or any current
or former director, officer, employee or stockholder (including a beneficial owner of stock) governed by the internal affairs doctrine,
including, without limitation, any action to interpret, apply, enforce or determine the validity of our articles of incorporation or
bylaws. By its terms, to the fullest extent permitted by law, our forum selection provision applies to actions arising under the Securities
Act or Exchange Act. (However, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce
any duty or liability created by the Exchange Act or the rules and regulations thereunder, and the Company does not intend for its exclusive
forum jurisdiction provision to apply to Exchange Act claims.) These choice of forum provisions may limit a stockholder's ability
to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees. If a
court were to find the choice of forum provision contained in our bylaws to be inapplicable or unenforceable in an action, we may incur
additional costs associated with resolving such action in other jurisdictions, which could harm our business.

 ITEM 1B. UNRESOLVED STAFF COMMENTS

 Not applicable.

 ITEM 1C. CYBERSECURITY

 To respond to the threat of security breaches
and cyberattacks, we have developed a cybersecurity risk management program designed to identify, assess, manage, mitigate, and respond
to cybersecurity threats to all information and systems owned by us. We maintain certain risk management processes intended to identify
cybersecurity threats, determine their likelihood of occurring, and assess potential material impacts to our business. Based on our assessment,
we implement and maintain risk management processes designed to protect the confidentiality, integrity, and availability of our information
systems and the information residing therein.

 Cybersecurity is reviewed as part of our overall
enterprise risk management program, led by our Chief Compliance Officer (CCO), which assesses our significant enterprise risks, provides
a summary of those risks and primary mitigations, identifies control improvement projects for our significant risks, and regularly reports
on the progress of control improvement projects for those risks to the Audit Committee of our Board of Directors. Cybersecurity risks
are reviewed by the Board of Directors, at least annually, as part of the Company's corporate risk mapping exercise.

 The Company's processes are designed to
identify such threats by, among other things, monitoring the threat environment using manual and automated tools, subscribing to services
that identify cybersecurity threats, analyzing reports of threats, conducting scans of the threat environment, evaluating threats reported
to us and conducting vulnerability assessments to identify vulnerabilities.

 We rely on a multidisciplinary team (including
from management and third-party service providers) to assess how identified cybersecurity threats could impact our business. These assessments
may leverage, among other processes, industry tools and metrics designed to assist in the assessment of risks from such cybersecurity
threats. Management also conducts periodic and on-demand assessments of our cybersecurity risks.

 Our CCO, is responsible for developing and implementing the cybersecurity
risk management program and reporting on cybersecurity matters to the Board. Additionally, members of the third-party service providers
have cybersecurity experience and/or certifications. We view cybersecurity as a shared responsibility across our management team and periodically
perform simulations and incorporate external resources and advisors as needed. All employees are required to complete cybersecurity training
at least annually and have access to more frequent cybersecurity training through online events.

 The CCO is responsible for continuously monitoring
and assessing the Company's cybersecurity risk management program, informing senior management regarding the prevention, detection
and mitigation and remediation of cybersecurity incidents and supervising such efforts.

 To operate our business, we utilize certain third-party
service providers to perform a variety of functions, such as outsourced business critical functions, clinical research, professional services,
SaaS platforms, cloud-based infrastructure, encryption and other functions. We have certain vendor management processes designed to help
to manage cybersecurity risks associated with our use of these providers. Depending on the nature of the services provided, and the sensitivity
and quantity of information processed, our vendor management process may include reviewing the cybersecurity practices of such provider,
contractually imposing obligations on the provider related to the services they provide and/or the information they process, conducting
security assessments, conducting on-site inspections, requiring their completion of written questionnaires regarding their services and
data handling practices, and conducting periodic re-assessments during their engagement.

 We have not experienced any material cybersecurity
incidents in the past, and we believe no cybersecurity events have occurred that have materially affected the Company or its business
strategy, results of operations or financial condition. We continue to invest in the cybersecurity of our infrastructure and the enhancement
of our internal controls and processes, which are designed to help protect our systems and data, and the information they contain. We
carry insurance in amounts that we believe are reasonable for our business that provides protection against potential losses arising from
a cybersecurity incident. However, there is no assurance that our insurance coverage will cover or be sufficient to cover all losses or
claims that may arise from a cybersecurity incident.

 ITEM 2. PROPERTIES

 We do not own any property.

 The Company's corporate headquarters are located at 2222 Ponce
de Leon Blvd., Floor 3, Coral Gables, Florida 33134.

 Pursuant to a lease agreement, dated August 1,
2021, and renewed in 2022, 2023 and 2024, the Company leased office space at 2222 Ponce de Leon Blvd, Floor 3, Coral Gables, FL 33134.
Under the 2021 lease agreement the average monthly rent expense was approximately $11,000. For 2022, 2023 and 2024, the renewed lease
agreement was for an average monthly rent expense of approximately $9,000, $7,000 and $7,000, respectively.

 On June 8, 2017, the Company entered into an
Amended and Restated License Agreement (the Actinium License) with Actinium Pharmaceuticals, Inc. (Actinium) for office space located
at 275 Madison Avenue, 7th Floor, New York, New York 10016, our former corporate headquarters. This agreement amends and restates the
license agreement entered into between the parties on March 10, 2016 (the Lease Agreement). Pursuant to the terms of the Actinium License,
Actinium will continue to license the furniture, fixtures, equipment and tenant improvements located in its office (the FFE) for a license
fee of $7,529 per month until December 8, 2022. On July 7, 2022, Actinium exercised its right to purchase the FFE for $52,698.

 Beginning on January 1, 2023, the Company also
leased office space at 880 Third Avenue, 12 th Floor, New York, NY 10022 for approximately $15,000 per month, this lease was
terminated on November 30, 2023.

 Beginning on December 1, 2023, the Company leased office space at 12
E 49 th Street, New York, NY 10022 for approximately $12,000 per month, that expires on July 31, 2024.

 ITEM 3. LEGAL PROCEEDINGS

 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.

 ITEM 4. MINE SAFETY DISCLOSURES

 Not applicable.

 ITEM 5. MARKET FOR REGISTRANT'S COMMON
EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market Information

 Our common stock is listed on Nasdaq Global Select
Market, under the symbol "RLMD".

 Holders

 As of March 15, 2024, 30,174,202shares of common
stock were issued and outstanding, which were held by 129 holders of record. These stockholders held their stock either individually or
in nominee or "street" names through various brokerage firms. There are no shares of our Class A convertible preferred stock
outstanding. Our transfer agent is:

 Empire Stock Transfer

 1859 Whitney Mesa Drive

 Henderson, NV 89014

 Telephone (702) 818-5898

 www.empirestock.com

 Inquiries regarding stock transfers, lost certificates
or address changes should be directed to the above address.

 Dividends

 We plan to retain any earnings for the foreseeable
future for our operations. We have never paid any cash dividends on our stock and do not anticipate paying any cash dividends in the
foreseeable future. Any future determination to pay cash dividends will be at the discretion of our Board of Directors and will depend
on our financial condition, operating results, capital requirements and such other factors as our Board of Directors deems relevant.

 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. 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 (currently anticipated for May 24, 2024), our shareholders will vote on a management proposal to increase
the shares authorized for awards under the 2021 Plan by an additional 4,500,000 shares, but there can be no assurance such amendment will
be approved. With these grants and approvals, as of December 31, 2023, the Company had 136,750 shares available to be issued pursuant
to awards under the 2021 Plan.

 The following table summarizes our equity compensation
plan information as of December 31, 2023:

 Equity Compensation Plan Information

 Plan Category

 Number of
 securities to be
 issued upon
 exercise of
 outstanding
 options and stock
 appreciation
 rights

 Weighted-
 average
 exercise price
 of outstanding
 options and
 stock
 appreciation
 rights

 Number of
 securities
 remaining
 available for
 future issuance
 under equity
 compensation
 plans (excluding
 securities
 reflected in
 column (a))

 (a)

 (b)

 (c)

 Equity compensation plans approved by security holders (1)

 17,416,192

 $
 12.99

 136,750

 Equity compensation plans not approved by security holders

 -

 -

 -

 Total

 17,416,192

 $
 12.99

 136,750

 (1)
 The 2021 Equity Incentive Plan, as amended.

 ITEM 6. [RESERVED]

 ITEM 7. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 The information and financial data discussed
below is derived from the consolidated financial statements of Relmada for the years ended December 31, 2023 and 2022. The consolidated
financial statements of Relmada were prepared and presented in accordance with generally accepted accounting principles in the United
States. The information and financial data discussed below is only a summary and should be read in conjunction with the historical financial
statements and related notes of Relmada contained elsewhere in this Report. The consolidated financial statements contained elsewhere
in this Report fully represent Relmada's financial condition and operations; however, they are not indicative of the Company's
future performance. See "Cautionary Note Regarding Forward Looking Statements" above for a discussion of forward-looking
statements and the significance of such statements in the context of this Annual Report.

 This discussion contains forward-looking statements
reflecting our current expectations that involve risks and uncertainties. Actual results may differ materially from those discussed in
these forward-looking statements due to a number of factors, including those set forth in the section entitled " Risk Factors "
and elsewhere herein. The information and financial data discussed below is only a summary and should be read in conjunction with the
historical financial statements and related notes of Relmada Therapeutics, Inc. contained elsewhere in this document. Relmada's
current consolidated financial position and consolidated results of operations; are not necessarily indicative of the Company's
future performance. See "Cautionary Note Regarding Forward Looking Statements" above for a discussion of forward-looking
statements and the significance of such statements in the context of this document.

 Our Corporate History and Background

 Relmada Therapeutics, Inc. is a clinical-stage,
publicly traded biotechnology company developing NCEs that potentially address areas of high unmet medical need in the treatment of depression
and other CNS diseases.

 The Company's lead product candidate, esmethadone,
is being developed as a rapidly acting, oral agent for the treatment of depression and other potential indications.

 On October 15, 2019, we reported top-line data
from study REL-1017-202. This was a double-blind, placebo-controlled Phase 2 clinical trial evaluating the safety, tolerability and efficacy
of two doses of REL-1017, 25 mg once a day and 50 mg once a day, as an adjunctive treatment in patients with MDD, who experienced an
inadequate response to 1 to 3 treatments with an antidepressant medication.

 On December 20, 2020, the Company announced that
the first patient had been enrolled in the first Phase 3 clinical trial (RELIANCE I) of REL-1017, as an adjunctive treatment for MDD.

 On April 1, 2021, Relmada announced the initiation of RELIANCE II,
the second of two sister pivotal Phase 3 clinical trials (RELIANCE I and RELIANCE II) of REL-1017, as an adjunctive treatment for MDD.

 On October 4, 2021, Relmada announced the initiation
of the RELIANCE III study, the monotherapy trial for the Company's lead product candidate, REL-1017.

 In addition, on October 4, 2021, Relmada announced
that in order to support potential regulatory submissions seeking approval for REL-1017 as adjunctive and monotherapy treatment, the FDA
confirmed that, based on what was known at the time, Relmada would not be required to conduct a two-year carcinogenicity study of REL-1017,
as sufficient clinical data had been generated to date. The FDA also confirmed that Relmada would not need to conduct a TQT cardiac study
in humans to support cardiac safety in potential regulatory submissions for REL-1017, as the data already provided and the data to be
generated by the Phase 3 program would be adequate to evaluate the cardiac safety profile of REL-1017.

 On October 13, 2022, Relmada announced that the
RELIANCE III study, evaluating REL-1017 in the monotherapy setting for MDD, did not achieve its primary endpoint, which was a statistically
significant improvement in depression symptoms compared to placebo as measured by the Montgomery-Asberg Depression Rating Scale (MADRS)
on Day 28.

 On December 7, 2022, Relmada announced that the
RELIANCE I, evaluating REL-1017 as an adjunctive treatment for MDD, did not achieve its primary endpoint, which was a statistically significant
improvement in depression symptoms compared to placebo as measured by the Montgomery-Asberg Depression Rating Scale (MADRS) on Day 28

 Patients who completed the RELIANCE trials were eligible to rollover
into a long-term, open-label study (Study 310), which also included subjects who had not previously participated in a REL-1017 clinical
trial. This rollover study completed subject visits on July 11, 2023.

 On August 23, 2023, Relmada announced the dosing
of the first patient in RELIGHT, a Phase 3 clinical trial for REL-1017, as an adjunctive treatment for MDD.

 On September 20, 2023, Relmada announced efficacy
results for the de novo (or new to treatment) patients (204 patients) and safety results for all subjects (627 patients) from the Phase
3, long-term, open-label, safety trial (Study 310) of REL-1017 in patients with Major Depressive Disorder (MDD). Patients treated daily
with REL-1017 for up to one year experienced rapid, clinically meaningful, and sustained improvements in depressive symptoms and associated
functional impairment. REL-1017 was well-tolerated with long-term dosing, showing low rates of adverse events and discontinuations due
to adverse events. No new safety signals were detected.

 We have not generated revenues and do not anticipate
generating revenues for the foreseeable future. We had a net loss of approximately $98,791,700 and $157,043,800 for the years ended December
31, 2023 and 2022, respectively. At December 31, 2023, we have an accumulated deficit of approximately $560,902,700.

 Results of Operations

 For the Year Ended December 31, 2023 vs the Year Ended December
31, 2022

 Research and Development Expense

 Total research and development expense for the
year ended December 31, 2023 was approximately $54,807,400, as compared to $113,323,000 for the same period of 2022, a decrease of $58,515,600.
The decrease in research and development expense was primarily due to:

 Decrease in study costs of $45,506,500 associated with the completion
execution of two Phase 3 trials and the long-term, open-label, safety study (Study 310);

 Decrease in other research
expenses of $12,919,100 primarily associated with additional consultants contracted to assist in the execution of our Phase 3 trials;

 Decrease in manufacturing
and drug storage costs of $924,800 related to materials needed to complete the Phase 3 program;

 Decrease in stock-based compensation expense of $658,700;

 Decrease in pre-clinical and toxicology expenses of $131,000; and

 Increase in compensation expense of $1,624,500 due to higher employee-related costs.

 General and Administrative Expense

 Total general and administrative expense for the year ended December
31, 2023 was approximately $48,894,900, as compared to $47,926,100 for the same period of 2022, an increase of $968,800. The increase
in general and administrative expenses was primarily due to:

 Increase in compensation expense of $2,242,000 due to higher employee-related costs;

 Increase in stock-based
compensation expense of $275,000 primarily related to options granted to employees and the board of directors during 2023; and

 Decrease in other general and administrative expenses
of $1,548,200 due to decreases in professional fees and consulting expenses during 2023.

 Other Income, Net

 Gain on settlement fees was approximately $6,351,600
received from a settlement during 2022. There was no gain on settlement of fees during 2023.

 Interest/investment income was approximately $5,151,700
for the year ended December 31, 2023 compared to approximately $2,659,400 for the same period of 2022, an increase of $2,492,300. The
increase was primarily related to higher returns from higher interest rates, offset by lower average investment balance during 2023 as
compared to 2022.

 Realized loss on short-term investments was approximately
$4,064,400 compared to approximately $585,500 for the same period of 2022, an increase of $3,478,900. The increase was related to the
timing of the sales of short-term investments along with market conditions.

 Unrealized gain on short-term investments was
approximately $3,823,200 compared to an unrealized loss of approximately $4,220,300 for the same period of 2022, an increase of $8,043,500.
The increase was related to the market conditions.

 Income Taxes

 The Company did not provide for income taxes
for the years ended December 31, 2023 and 2022, since there was a loss and a full valuation allowance against all deferred tax assets.

 Net Loss

 The Company recorded a net loss of approximately
$98,791,700 and $157,043,800 or $3.28 and $5.30 per common share, basic and diluted, during the years ended December 31, 2023 and 2022,
respectively, based on the factors described above.

 Liquidity

 As shown in the accompanying financial statements, the Company incurred
negative operating cash flows of $51,659,206 for the year ended December 31, 2023 and has an accumulated deficit of $560,902,681 from
inception through December 31, 2023.

 Relmada has funded its past operations through
equity raises and warrant and stock option exercises.

 Management
believes that due to previous equity raises completed and exercises of options and warrants and the resulting cash position on its balance
sheet, it has sufficient funding, based on its budgeted cash flow requirements, to continue ongoing operations for at least 12 months
from the filing of this annual report.

 The following table sets forth selected cash flow information for
the periods indicated below:

 For the

 For the

 2023

 2022

 Cash used in operating activities

 $
 (51,659,206
)

 $
 (103,801,617
)

 Cash provided by investing activities

 50,453,332

 19,733,609

 Cash provided by (used in) financing activities

 (98,463
)

 45,020,474

 Net decrease in cash and cash equivalents

 $
 (1,304,337
)

 $
 (39,047,534
)

 For the year ended December 31, 2023, cash used in operating activities
was $51,659,206 primarily due to the net loss of $98,791,746. This was offset by non-cash expenses which primarily consisted of stock-based
compensation of $43,811,149. There were realized losses and unrealized gains on short term investments of $4,064,391 and $3,823,234, respectively.
In addition, there were increases in operating assets and liabilities for the year ended December 31, 2023 of $3,080,234.

 For the year ended December 31, 2022, cash used
in operating activities was $103,801,617 primarily due to the net loss of $157,043,823. This was offset by non-cash expenses which primarily
consisted of stock-based compensation of $44,194,765 and a gain on settlement of $6,351,606. There were realized and unrealized losses
on short term investments of $585,522 and $4,220,255, respectively. In addition, there were increases in operating assets and liabilities
for the year ended December 31, 2022 of $10,593,270.

 For the year ended December 31, 2023, cash provided by investing activities
was $50,453,332, due to $90,463,532 of purchases of short term investments offset by $140,916,864 of sales of short term investments.

 For the year ended December 31, 2022, cash provided
by investing activities was $19,733,609, due to $47,293,763 of purchases of short term investments offset by $67,027,372 of sales of
short term investments.

 Net cash used in financing activities for the
year ended December 31, 2023, was $98,463 due to ATM reactivation fees.

 Net cash provided by financing activities for
the year ended December 31, 2022, was $45,020,474 due to proceeds from issuance of common stock of $42,728,599, proceeds from warrants
exercised for common stock of $1,264,523, proceeds from options exercised for common stock of $703,720, proceeds from Section 16b short
swing profit of $373,632 offset by the payment of fees for warrants issued for common stock of $50,000.

 Effects of Inflation

 Our assets are primarily monetary, consisting
of cash and cash equivalents. Because of their liquidity, these assets are not directly affected by inflation. Because we intend to retain
and continue to use our equipment, we believe that the incremental inflation related to replacement costs of such items will not materially
affect our operations. However, the rate of inflation affects our expenses, such as those for employee compensation and contract services,
which could increase our level of expenses and the rate at which we use our resources.

 Lease Obligations

 The Company is obligated to pay approximately
$171,800 under 2 leases for office space over the next year.

 Seasonality

 We do not have a seasonal business cycle.

 Critical Accounting Policies and Use of Estimates

 The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses for the reporting period. Management bases its estimates on historical experience
and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making
judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. On a continual basis,
management reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience,
and reasonable assumptions. After such reviews, and if deemed appropriate, managements estimates are adjusted accordingly. Actual results
could differ from those estimates and assumptions under different and/or future circumstances. Management considers an accounting estimate
to be critical if:

 it requires assumptions
 to be made that were uncertain at the time the estimate was made; and

 changes in the estimate,
 or the use of different estimating methods that could have been selected, could have a material impact on results of operations or
 financial condition.

 We evaluate our estimates and assumptions on
an ongoing basis and none of the Company's estimates and assumptions used within the consolidated financial statements involve
a high level of estimation uncertainty. For additional discussion regarding the application of the significant accounting policies, see
Note 2 to the Company's consolidated financial statements included in this report.

 Recent Accounting Pronouncements

 The Company lists material recent accounting
pronouncements in Note 2 of the consolidated financial statements.

 ITEM 7A. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK

 Interest rate risk

 Our cash and cash equivalents include all highly
liquid investments with an original maturity of three months or less. Our cash equivalents are in a money market account. Because of
the short-term maturities of our cash and cash equivalents, we do not believe that an increase in market rates would have a significant
impact on the realized value of our investments. We place our cash and cash equivalents on deposit with financial institutions in the
United States. The Federal Deposit Insurance Corporation limits coverage for all depository accounts. Our cash and cash equivalents at
times may exceed covered limits.

 Foreign currency exchange risk

 We currently have limited, but may in the future
have increased, clinical and commercial manufacturing agreements which are denominated in Euros or other foreign currencies. As a result,
our financial results could be affected by factors such as a change in the foreign currency exchange rate between the U.S. dollar and
the Euro or other applicable currencies, or by weak economic conditions in Europe or elsewhere in the world. We are not currently engaged
in any foreign currency hedging activities.

 Market indexed security risk

 We have issued warrants to various holders underlying
shares of our common stock. These warrants are re-measured to their fair value at each reporting period with changes in their fair value
recorded as derivative gain (loss) in the accompanying consolidated statement of operations. We use the Black-Scholes model for valuation
of the warrants.

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA

 Our audited consolidated financial statements
as of December 31, 2023 and 2022 for the years then ended are included beginning on Page F-1 immediately following the signature page
to this report. See Item 15 for a list of the financial statements included herein.

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 ITEM 9A. CONTROLS AND PROCEDURES

 Evaluation of Disclosure Controls and Procedures

 Under the supervision and with the participation
of our management, including our Chief Executive Officer and Chief Financial Officer, we carried out an evaluation of the effectiveness
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
Act. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, at December 31, 2023, such
disclosure controls and procedures were effective.

 Disclosure controls and procedures are controls
and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the
Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed
or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial
Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

 This Annual Report on Form 10-K does not include
an attestation report from our registered public accounting firm regarding internal control over financial reporting. Our internal control
over financial reporting was not subject to such attestation as we are a non-accelerated filer.

 Limitations on the Effectiveness of Controls

 Our disclosure controls and procedures are designed
to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met. Because of inherent limitations
in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have
been detected. Our Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation as of the end of the
period covered by this Report that our disclosure controls and procedures were effective to provide reasonable assurance that the objectives
of our disclosure control system were met.

 Changes in Internal Control Over Financial
Reporting

 There were no changes in the Company's
internal controls over financial reporting that occurred during the fourth quarter of the fiscal year covered by this Annual Report on
Form 10-K that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial
reporting.

 Management's Report on Internal Control
Over Financial Reporting

 As required by the SEC rules and regulations
for the implementation of Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining
adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting
purposes in accordance with United States Generally Accepted Accounting Principles (GAAP). Our internal control over financial reporting
includes those policies and procedures that:

 (1)

 pertain
 to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
 assets of our company,

 (2)

 provide
 reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance
 with accounting principles generally accepted in the United States of America, and that our receipts and expenditures are being made
 only in accordance with authorizations of our management and directors, and

 (3)

 provide
 reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that
 could have a material effect on the consolidated financial statements.

 Because of its inherent limitations, internal
control over financial reporting may not prevent or detect errors or misstatements in our consolidated financial statements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of
our internal control over financial reporting at December 31, 2023. In making these assessments, management used the criteria set forth
by the Committee of Sponsoring Organizations of the Treadway Commission COSO (2013 framework). Based on our assessments and those criteria,
management determined that we did maintain effective internal control over financial reporting at December 31, 2023.

 ITEM 9B. OTHER INFORMATION

 On March 14, 2024, our Board of Directors unanimously
approved, subject to stockholder approval, an amendment to the Company's 2021 Equity Incentive Plan (the "2021 Plan"),
increasing by 4,500,000 shares the number of shares of our common stock that will be available for issuance of awards under the 2021 Plan.
The 2021 Plan as adopted and approved by our shareholders originally authorized awards for up to 1,500,000 shares of our common stock.
On May 25, 2022, 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. On May 25, 2023, 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.

 The purpose of the 2021 Plan is to (a) enable
the Company and its affiliates to attract and retain the types of employees, directors and consultants who will contribute to the Company's
long range success; (b) provide incentives that align the interests of employees, consultants and directors with those of the stockholders
of the Company; and (c) promote the success of the Company's business, thus enhancing the value of the Company for the benefit
of its stockholders.

 Administration. The 2021 Plan will be
administered by a committee (the "Committee"), or in the Board's sole discretion by the Board. In case no Committee
has been appointed, the Board may appoint one or more members of the Board appointed by the Board to administer the 2021 Plan in accordance
with the terms of the 2021 Plan. The Board has appointed the Compensation Committee of the Board to administer the 2021 Plan.

 Shares Available for Awards. Subject to
shareholder approval of the most recent amendment to the 2021 Plan, and to adjustment in certain circumstances in accordance with the
terms of the 2021 Plan, we will reserve for issuance under the 2021 Plan no more than 12,400,000 shares of common stock (subject to adjustment
in certain circumstances as provided in the 2021 Plan). Shares of Common Stock available for distribution under the 2021 Plan may consist,
in whole or in part, of authorized and unissued shares, treasury shares or shares reacquired by the Company in any manner. Shares of Common
Stock subject to an award that expires or is canceled, forfeited, or terminated without issuance of the full number of shares of Common
Stock to which the award related, as well as any shares of common stock subject to an award that are (a) tendered in payment of an option,
(b) delivered or withheld by the company to satisfy any tax withholding obligation, or (c) covered by a stock-settled stock appreciation
right or other awards that were not issued upon the settlement of the award, shall be added back to the shares of common stock available
for issuance of awards or delivery under the 2021 Plan.

 Available Awards. Awards that may be granted
under the 2021 plan include: (a) incentive stock options, (b) non-qualified stock options, (c) stock appreciation rights, (d) restricted
awards, (e) performance share awards, (f) cash awards, and (g) other equity-based awards.

 Recipients of Grants. Incentive stock
options may be granted only to employees. Awards other than incentive stock options may be granted to employees, consultants and directors
and those individuals whom the Committee or the Board determines are reasonably expected to become employees, consultants and directors
following the grant date. Our principal executive officer, principal financial officer and other named executive officers are eligible
to participate in and receive awards under the 2021 Plan.

 Term.

 The 2021 Plan has a term of ten years.

 This summary of the 2021 Plan is qualified in
its entirety by the full text of the 2021 Plan, which is filed as Exhibit 10.33 to this Report and is incorporated by reference herein.

 The proposed amendment to the 2021 Plan will be
submitted for the approval of our shareholders at our 2024 Annual Meeting of Stockholders. If the proposed amendment is not approved by
the shareholders, the 2021 Plan will remain effective with respect to the number of shares of common stock originally authorized. Options
for 4,363,250 shares of commons stock were issued in December 2023 subject to approval by the shareholders of this amendment. If the amendment
is not approved, such options will be void, but the recipients thereof will receive identical options for a pro-rata share of any shares
available for issuance of awards under the 2021 Plan immediately after the shareholder meeting.

 Insider Trading Arrangements

 On November 15, 2023, Charles Ence, our Chief
Accounting and Compliance Officer, adopted a Rule 10b5-1 trading arrangement that was intended to satisfy the affirmative defense of Rule
10b5-1(c) under the Exchange Act for the sale of up to 137,110 shares of the Company's common stock, with such transactions to occur
during sale periods beginning on or after April 23, 2024 and ending on the earlier of December 20, 2024, or the date on which all shares
authorized for sale have been sold in conformance with the terms of the arrangement. On November 22, 2023, Mr. Ence terminated this trading
arrangement.

 No other officers, as defined in Rule 16a-1(f),
or directors adopted and/or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement,"
as defined in Item 408 of Regulation S-K, during the fourth fiscal quarter of 2023.

 ITEM 9C. DISCLOSURE REGARDING FOREIGN
JURISDICTIONS THAT PREVENT INSPECTIONS

 Not applicable.

 The information required for the Items contained
in Part III is incorporated herein by reference from our definitive proxy statement for our 2024 Annual Meeting of Stockholders
(the "Proxy Statement"), which will be filed with the SEC no later than 120 days after December 31, 2023.

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS,
AND CORPORATE GOVERNANCE

 ITEM 11. EXECUTIVE COMPENSATION

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE

 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 Financial Statement Schedules

 Our consolidated financial statements are listed
on the Index to Financial Statements on this annual report on Form 10-K beginning on page F-1.

 All financial statement schedules are omitted
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
ID # 688) of Houston, Texas.

 RELMADA THERAPEUTICS, INC.

 (INDEX TO FINANCIAL STATEMENTS)

 Page

 Report
 of Independent Registered Public Accounting Firm

 Consolidated
 Balance Sheets as of December 31, 2023 and 2022

 Consolidated
 Statements of Operations for the Years Ended December 31, 2023 and 2022

 Consolidated
 Statements of Changes in Stockholders' Equity for the Years Ended December 31, 2023 and 2022

 Consolidated
 Statements of Cash Flows for the Years Ended December 31, 2023 and 2022

 Notes
 to Consolidated Financial Statements

 F- 1

 REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

 To the Stockholders and Board of Directors of

 Opinion on the Financial Statements

 We have audited the accompanying consolidated
balance sheets of Relmada Therapeutics, Inc. (the "Company") as of December 31, 2023 and 2022, 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, 2023,
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, 2023 and 2022, and the results of
its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles
generally accepted in the United States of America.

 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
audits. 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
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. 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
statements. 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
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.

 /s/ Marcum llp

 Marcum llp

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

 Houston, Texas

 F- 2

 Consolidated Balance Sheets

 As of

 As of

 2023

 2022

 Assets

 Current assets:

 Cash and cash equivalents

 $
 4,091,568

 $
 5,395,905

 Short-term investments

 92,232,292

 142,926,781

 Other receivables

 -

 512,432

 Prepaid expenses

 1,185,057

 4,035,186

 Total current assets

 97,508,917

 152,870,304

 Other assets

 43,125

 34,875

 Total assets

 $
 97,552,042

 $
 152,905,179

 Liabilities and Stockholders' Equity

 Current liabilities:

 Accounts payable

 $
 3,506,009

 $
 5,261,936

 Accrued expenses

 8,688,791

 7,206,941

 Total current liabilities

 12,194,800

 12,468,877

 Total liabilities

 12,194,800

 12,468,877

 Commitments and Contingencies (Note 7)

 Stockholders' Equity:

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

 -

 -

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

 -

 -

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

 30,099

 30,099

 Additional paid-in capital

 646,229,824

 602,517,138

 Accumulated deficit

 ( 560,902,681
)

 ( 462,110,935
)

 Total stockholders' equity

 85,357,242

 140,436,302

 Total liabilities and stockholders' equity

 $
 97,552,042

 $
 152,905,179

 The accompanying notes are an integral part of
these consolidated financial statements.

 F- 3

 Consolidated Statements of Operations

 For the Years Ended December 31, 2023 and 2022

 2023

 2022

 Operating expenses:

 Research and development

 $
 54,807,348

 $
 113,322,999

 General and administrative

 48,894,945

 47,926,077

 Total operating expenses

 103,702,293

 161,249,076

 Loss from operations

 ( 103,702,293
)

 ( 161,249,076
)

 Other income (expenses):

 Gain on settlement of fees

 -

 6,351,606

 Interest/investment income, net

 5,151,704

 2,659,424

 Realized loss on short-term investments

 ( 4,064,391
)

 ( 585,522
)

 Unrealized gain (loss) on short-term investments

 3,823,234

 ( 4,220,255
)

 Total other income (expenses), net

 4,910,547

 4,205,253

 Net loss

 $
 ( 98,791,746
)

 $
 ( 157,043,823
)

 Net loss per common share – basic and diluted

 $
 ( 3.28
)

 $
 ( 5.30
)

 Weighted average number of common shares outstanding – basic and diluted

 30,099,203

 29,628,664

 The accompanying notes are an integral part of
these consolidated financial statements.

 F- 4

 Consolidated Statements of Changes in Stockholders'
Equity

 For the Years Ended December 31, 2023 and 2022

 Common Stock

 Additional
 Paid-in

 Accumulated

 Shares

 Par Value

 Capital

 Deficit

 Total

 Balance – December 31, 2021

 27,740,147

 $
 27,740

 $
 513,304,258

 $
 ( 305,067,112
)

 $
 208,264,886

 Stock-based compensation expense

 -

 -

 44,194,765

 -

 44,194,765

 ATM offering, net

 2,094,243

 2,094

 42,726,505

 -

 42,728,599

 Share exchange – Prefunded warrants, net of fees

 ( 1,452,016
)

 ( 1,452
)

 ( 48,548
)

 -

 ( 50,000
)

 Net exercise – Prefunded warrants

 1,451,795

 1,452

 ( 1,452
)

 -

 -

 Warrants exercised

 181,336

 1,264,342

 -

 1,264,523

 Options exercised

 83,698

 703,636

 -

 703,720

 Short swing profit, net

 -

 -

 373,632

 -

 373,632

 Net loss

 -

 -

 -

 ( 157,043,823
)

 ( 157,043,823
)

 Balance – December 31, 2022

 30,099,203

 30,099

 602,517,138

 ( 462,110,935
)

 140,436,302

 Stock-based compensation expense

 -

 -

 43,811,149

 -

 43,811,149

 ATM fees

 -

 -

 ( 98,463
)

 -

 ( 98,463
)

 Net loss

 -

 -

 -

 ( 98,791,746
)

 ( 98,791,746
)

 Balance – December 31, 2023

 30,099,203

 $
 30,099

 $
 646,229,824

 $
 ( 560,902,681
)

 $
 85,357,242

 The accompanying notes are an integral part of
these consolidated financial statements.

 F- 5

 Consolidated Statements of Cash Flows

 For the Years Ended December 31, 2023 and 2022

 2023

 2022

 Cash flows from operating activities

 Net loss

 $
 ( 98,791,746
)

 $
 ( 157,043,823
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Stock-based compensation

 43,811,149

 44,194,765

 Gain on settlement

 -

 ( 6,351,606
)

 Realized loss on short-term investments

 4,064,391

 585,522

 Unrealized (gain) loss on short-term investments

 ( 3,823,234
)

 4,220,255

 Change in operating assets and liabilities:

 Lease payment receivable

 -

 86,377

 Other receivable

 512,432

 ( 512,432
)

 Prepaid expenses and other assets

 2,841,879

 7,259,767

 Accounts payable

 ( 1,755,927
)

 421,040

 Accrued expenses

 1,481,850

 3,338,518

 Net cash used in operating activities

 ( 51,659,206
)

 ( 103,801,617
)

 Cash flows from investing activities

 Purchase of short-term investments

 ( 90,463,532
)

 ( 47,293,763
)

 Sale of short-term investments

 140,916,864

 67,027,372

 Net cash provided by investing activities

 50,453,332

 19,733,609

 Cash flows from financing activities

 Payment of ATM fees

 ( 98,463
)

 -

 Payment of fees for warrants issued for common stock

 -

 ( 50,000
)

 Proceeds from issuance of common stock

 -

 42,728,599

 Proceeds from options exercised for common stock

 -

 703,720

 Proceeds from warrants exercised for common stock

 -

 1,264,523

 Proceeds from short swing profit, net

 -

 373,632

 Net cash (used in) provided by financing activities

 ( 98,463
)

 45,020,474

 Net decrease in cash and cash equivalents

 ( 1,304,337
)

 ( 39,047,534
)

 Cash and cash equivalents at beginning of the year

 5,395,905

 44,443,439

 Cash and cash equivalents at end of the year

 $
 4,091,568

 $
 5,395,905

 2023

 2022

 Supplemental disclosure of cash flow information:

 Non-cash operating transactions:

 Forgiveness of accounts payable related to gain

 $
 -

 $
 3,212,583

 Non-cash investing and financing transactions:

 Share exchange for Pre-funded warrants

 $
 -

 $
 1,452

 Net exercise of Pre-funded warrants

 $
 -

 $
 ( 1,452
)

 The accompanying notes are an integral part of
these consolidated financial statements.

 F- 6

 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 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. The Company
is also developing a novel psilocybin (REL-P11) in doses that we believe are lower than those associated with psychedelic effects for
the treatment of metabolic indications.

 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.

 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis of Presentation and Principles of Consolidation

 The accompanying 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). The 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.

 Liquidity

 As shown in the accompanying consolidated financial statements, the
Company incurred negative operating cash flows of $ 51,659,206 for the year ended December 31, 2023 and has an accumulated deficit of $ 560,902,681
from inception through December 31, 2023.

 Relmada has funded its past operations through
equity raises. There were no equity raises in the year ended December 31, 2023.

 Management believes that the Company's
existing cash and cash equivalents will enable them to fund operating expenses and capital expenditure requirements for at least 12 months
from the issuance of these consolidated financial statements. Beyond that point management will evaluate the size and scope of any subsequent
operations and clinical 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 agreements. Any such expenditures related
to any subsequent clinical trials will not be incurred until such additional financing is raised. Further, additional financing related
to subsequent trials does not affect the Company's conclusion that based on the cash on hand and the budgeted cash flow requirements,
the Company has sufficient funds to maintain operations for at least 12 months from the issuance of these consolidated financial statements.

 Use of Estimates

 The preparation of 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 financial statements and the reported amounts of revenues and expenses for the
reporting period. Actual results could differ from those estimates. The significant estimates are stock-based compensation expenses,
and recorded amounts related to income taxes.

 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 and
cash equivalents are held at two high-credit-quality financial institutions. The Company's cash and cash equivalents of $ 4,091,568
at December 31, 2023 at these institutions exceed federally insured limits.

 Short-term Investments

 The Company's investments consist entirely of mutual funds. The
securities are measured at fair value based on the net asset value ("NAV"). The Company adopted FASB ASU 2016-01, Financial
Instruments, which requires substantially all equity investments in nonconsolidated entities to be measured at fair value with recurring
changes recognized in earnings, except for those accounted for using equity method accounting. Changes in fair value of the securities
are recorded as part of other income on the consolidated statement of operations. Short term investment activity is presented in the investing
activities section on the consolidated statement of cash flows.

 Short-term investments at December 31, 2023
consisted of mutual funds with a fair value of $ 92,232,292.

 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.

 F- 7

 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
lease consists of an operating leases for office space. 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.

 Gain on Settlement

 The Company recognizes a gain when cash (or other
assets, such as claims to cash) has been received without the expectation of repayment. A gain is recorded when the assets are readily
convertible to know amounts of cash or claims to cash. Gains are reported as part of other income (expense) on the consolidated statement
of operations. The Company recorded a gain on settlement of $ 0 and $ 6,351,606 included in other income (expense) for the years ended
December 31, 2023 and 2022, respectively.

 Fair Value of Financial Instruments

 The Company's financial instruments primarily
include cash, short term investments derivative liabilities and accounts payable. Due to the short-term nature of cash and accounts payable
the carrying amounts of these assets and liabilities approximate their fair value. Derivatives are recorded at fair value at each period
end.

 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).

 The Company's short-term investment instruments
of $ 92,232,292 at December 31, 2023 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 an unrealized gain of $ 3,823,234 and an unrealized loss of $ 4,220,255, included in other income (expense) for the
years ended December 31, 2023 and 2022, respectively.

 Fair Value on a Recurring Basis

 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.

 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. At December
31, 2023 and 2022, 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.

 F- 8

 The Company files a U.S. Federal income tax return
and various state returns. Uncertain tax positions taken on our 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, 2023 and 2022.
The open tax years, subject to potential examination by the applicable taxing authority, for the Company are from June 30, 2018 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.

 Net Loss per Common Share

 Basic net 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 net 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 Class A convertible preferred stock, Series A preferred stock, 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.

 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):

 Year ended

 Year ended

 2023

 2022

 Common stock warrants

 2,381,366

 3,027,441

 Common stock options

 17,416,192

 12,122,606

 Total

 19,797,558

 15,150,047

 F- 9

 Recent Accounting Pronouncements

 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. The Company is currently
evaluating the potential effect that the updated standard will have on our financial statement disclosures.

 In December 2023, the FASB issued ASU 2023-09,
" Income Taxes (Topic 740): Improvements to Income Tax Disclosures " to expand the disclosure requirements for income
taxes, specifically related to the rate reconciliation and income taxes paid. ASU 2023-09 is effective for our annual periods beginning
January 1, 2025, with early adoption permitted. The Company is currently evaluating the potential effect that the updated standard will
have on our financial statement disclosures.

 F- 10

 NOTE 3 - PREPAID EXPENSES

 Prepaid expenses consisted of the following (rounded to nearest $00):

 2023

 2022

 Insurance

 $
 365,100

 $
 313,200

 Research and Development

 695,000

 3,619,800

 Other

 125,000

 102,200

 Total

 $
 1,185,100

 $
 4,035,200

 NOTE 4 - ACCRUED EXPENSES

 Accrued expenses consisted of the following (rounded to nearest $00):

 2023

 2022

 Research and development

 $
 5.394,700

 $
 5,809,800

 Professional fees

 174,000

 116,500

 Accrued bonus

 2,632,400

 492,100

 Accrued vacation

 372,200

 529,800

 Other

 115,500

 258,700

 Total

 $
 8,688,800

 $
 7,206,900

 NOTE 5 - STOCKHOLDERS' EQUITY

 Common Stock

 During the year ended December 31, 2023, the Company did not issue
any shares of common stock for the exercise of warrants. During the year ended December 31, 2022, the Company issued 181,336 shares of
common stock for the exercise of warrants for proceeds of $ 1,264,523.

 During the year ended December 31, 2023, the Company did not issue
any shares of common stock for the exercise of options. During the year ended December 31, 2022, the Company issued 83,698 shares of common
stock for the exercise of options for proceeds of $ 703,720.

 On May 15, 2020, the Company entered into an Open Market Sale Agreement with
Jefferies LLC, as sales agent ("Jefferies"), pursuant to which the Company offered to sell, from time to time, through Jefferies,
shares of the Company's common stock, having an aggregate offering price of up to $ 75,000,000. The Company was not obligated to
sell any shares under the agreement. During the years ended December 31, 2023 and 2022, the Company issued 0 and 2,094,243 shares of common
stock for net cash proceeds of $ 0 and $ 42,728,599 under the agreement, respectively. As of December 31, 2023, no shares were available
to be issued under this agreement.

 On April 6, 2022, the Company entered into a
new Open Market Sale Agreement with Jefferies, as sales agent, pursuant to which we may offer and sell, from time to time, through Jefferies,
shares of our common stock, having an aggregate offering price of up to $ 100,000,000. We are not obligated to sell any shares under the
agreement. As of December 31, 2023, no shares have been issued under this agreement.

 During the years ended December 31, 2023 and
2022, there were no common stock shares issued for issuances of restricted common stock.

 F- 11

 Stock-based compensation - options

 In December 2014, the Board of Directors adopted
and the shareholders approved Relmada's 2014 Stock Option and Equity Incentive Plan, as amended (the "2014 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 the Company's 2021 Equity Incentive Plan (the "2021 Plan"), which allowed for the
granting 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.

 These combined plans allowed for the granting
of up to 13,052,942 options or other stock awards.

 Stock options are exercisable generally for a period of 10 years from
the date of grant and generally vest either over four years or upon achievement of certain specified corporate or other milestones. As
of December 31, 2023, there were no shares available to be granted under either the 2014 or 2021 Plan. The shareholders will vote at their
annual meeting in 2024 on a management proposal to increase the shares available to be issued under the 2021 Plan. There can be no assurance
such amendment will be approved. As of December 31, 2023, options for 4,363,250 shares of common stock had been issued subject
to approval by the shareholders of this amendment. If the amendment is not approved, such options will be forfeited.

 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 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. The options 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
period. 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
period. 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.

 From December 16, 2022 through December 21, 2022, the Company awarded
a total of 2,800,000 options to consultants and employees with an exercise price ranging from $ 3.20 to $ 3.37 and a 10 -year term vesting
over a 4 -year period. The options granted include time-based vesting grants. The options have an aggregate fair value of $ 8,169,325 calculated
using the Black Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 3.60
– 3.78 % (2) expected life of 6.25 years, (3) expected volatility of 115 %, and (4) zero expected dividends.

 On December 16, 2022, the Company awarded a total of 199,432 options
to employees with an exercise price of $ 3.37 and a 10 -year term vesting immediately. The options have an aggregate fair value
of $ 561,902 calculated using the Black Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1)
discount rate of 3.61 % (2) expected life of 5 years, (3) expected volatility of 120 %, and (4) zero expected
dividends.

 From July 1, 2022 through September 29, 2022, 260,000 options
were issued to various consultants with an exercise price ranging from $ 18.30 to $ 36.19 and a 10 -year term, vesting over
a 4 year period. The options granted include time-based vesting grants. The options have an aggregate fair value of approximately
$ 5.0 million calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include:
(1) discount rate of 2.9 – 3.94 % (2) expected life of 6.25 years, (3) expected volatility of 93 - 94 %,
and (4) zero expected dividends.

 F- 12

 From April 25, 2022 through May 5, 2022, 260,000 options
were issued to various consultants with an exercise price ranging from $ 22.40 to $ 25.52 and a 10 -year term, vesting over
a 4 -year period. The options granted include time-based vesting grants. The options have an aggregate fair value of approximately
$ 4.6 million, calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model
include: (1) discount rate of 2.85 – 3.04 % (2) expected life of 6.25 years, (3) expected volatility of 95 %,
and (4) zero expected dividends.

 On March 28, 2022, the Company awarded a total
of 15,000 options to an employee with an exercise price of $ 25.76 and a 10 -year term vesting over a 4 -year period.
The options granted include time-based vesting grants. The options have an aggregate fair value of $ 307,845 calculated using the
Black Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 2.55 %
(2) expected life of 6.25 years, (3) expected volatility of 98 %, and (4) zero expected dividends.

 From January 5, 2022 through March 14, 2022, 110,000 options
were issued to various consultants with an exercise price ranging from $ 18.00 to $ 21.46 and a 10 -year term, vesting over
a 4 -year period. The options granted include time-based vesting grants. The options have an aggregate fair value of approximately
$ 1.6 million, calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model
include: (1) discount rate of 1.53 – 2.00 % (2) expected life of 6.25 years, (3) expected volatility of 98 %,
and (4) zero expected dividends.

 On January 1, 2022, 50,000 options
were issued to a consultant with an exercise price of $ 22.53 and a 10 -year term, vesting over a 1 -year period. The options
granted include performance vesting based on the Company's achievement of performance metrics. The options have an aggregate fair
value of $ 847,583, calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model
include: (1) discount rate of 1.53 % (2) expected life of 5.5 years, (3) expected volatility of 96 %, and (4) zero expected
dividends.

 Options

 A summary of the changes in options outstanding
for the years ended December 31, 2023 and 2022 is as follows:

 Number of
 Shares

 Weighted
 Average
 Exercise
 Price Per
 Share

 Weighted
 Average
 Remaining
 Contractual
 Term
 (Years)

 Aggregate Intrinsic
 Value

 Outstanding and expected to vest at December 31, 2021

 10,330,622

 $
 22.52

 9.0

 $
 46,088,534

 Granted

 3,744,432

 7.40

 9.8

 -

 Exercised

 ( 83,698
)

 -

 -

 -

 Forfeited

 ( 1,868,750
)

 -

 -

 -

 Outstanding and expected to vest at December 31, 2022

 12,122,606

 $
 18.19

 8.5

 $
 417,998

 Granted

 5,700,000

 $
 2.61

 9.9

 -

 Forfeited

 ( 406,414
)

 -

 -

 -

 Outstanding and expected to vest at December 31, 2023

 17,416,192

 $
 12.99

 8.3

 $
 11,183,370

 Options exercisable at December 31, 2023

 7,161,748

 $
 20.25

 7.0

 $
 1,015,520

 On September 5, 2023, Dr. Eric Schmidt, a member
of the Board of Directors (the "Board"), notified the Company that he would resign from the Board, effective immediately.
On September 22, 2023, the Board voted and approved that all of Dr. Schmidt's unvested options would vest immediately and be exercisable
through the original term of the respective grants. In addition, the Board approved the extension of the exercise period for the options
which were vested on September 5, 2023 from 90 days to the original term of the respective options. As a result of the modifications,
the Company recorded approximately $ 1.2 million of stock-based compensation during the year ended December 31, 2023.

 At December 31, 2023, the Company has unrecognized stock-based compensation
expense of approximately $ 62,386,500 related to unvested stock options over the weighted average remaining service period of 2.5 years.
 The weighted average fair value of options granted during the years ended December 31, 2023 and 2022 was approximately $ 2.61 and $ 7.40
per share, respectively, on the date of grant using the Black-Scholes option pricing model with the following assumptions:

 Years Ended

 Years Ended

 2023

 2022

 Risk free interest rate

 3.43 to 4.68
 %

 1.53 to 3.94
 %

 Dividend yield

 %

 %

 Volatility

 113 - 116
 %

 93 - 120
 %

 Expected term (in years)

 6.25

 5 to 6.25

 F- 13

 Warrants

 A summary of the changes in outstanding warrants
during the years ended December 31, 2023 and 2022 is as follows:

 Number of

 Shares

 Weighted

 Average

 Exercise

 Price Per

 Share

 Outstanding at December 31, 2021

 3,208,777

 $
 16.45

 Issued

 1,452,016

 0.001

 Exercised

 ( 1,633,352
)

 0.77

 Outstanding at December 31, 2022

 3,027,441

 $
 17.02

 Forfeited

 ( 646,075
)

 $
 1.50

 Outstanding at December 31, 2023

 2,381,366

 $
 20.02

 Warrants exercisable at December 31, 2023

 2,235,366

 $
 19.20

 There were no warrants issued during the year ended December 31, 2023.

 On September 20, 2022, the Company entered into
an agreement with an investor to exchange 1,452,016 shares of outstanding common stock for 1,452,016 prefunded warrants.
The 1,452,016 shares of common stock were returned. These warrants have an exercise price of $ 0.001 and a 9.99 % beneficial
ownership limitation. On October 19, 2022 a cashless exercise of the 1,452,016 prefunded warrants was transacted with 1,451,795 shares
of common shares issued and the remaining 221 warrants being cancelled.

 At December 31, 2023, the Company had approximately $ 3,200,000 of unrecognized
stock-based compensation expense related to outstanding warrants. At December 31, 2023, the aggregate intrinsic value of warrants vested
and outstanding was approximately $ 19,000.

 Stock-based compensation by class of expense

 The following summarizes the components of stock-based
compensation expense which includes common stock, stock options, warrants and restricted stock in the consolidated statements of operations
(rounded to nearest $00):

 2023

 2022

 Research and development

 $
 7,224,000

 $
 7,882,700

 General and administrative

 36,587,100

 36,312,100

 Total

 $
 43,811,100

 $
 44,194,800

 F- 14

 NOTE 6 - 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:

 2023

 2022

 Deferred tax assets:

 Federal net operating loss

 $
 21,016,000

 $
 24,964,000

 State net operating loss

 3,771,000

 13,781,000

 Research and development tax credits

 2,238,000

 7,902,000

 Capitalized R&D

 49,581,000

 45,666,000

 Nonqualified Stock Options

 29,305,000

 19,803,000

 Accruals

 1,616,000

 1,546,000

 Intangibles and Fixed Assets

 2,599,000

 2,732,000

 Other

 11,000

 2,000

 Less: valuation allowance

 ( 110,137,000
)

 ( 116,396,000
)

 Total

 $
 -

 $
 -

 The Company has maintained a full valuation allowance
against its deferred tax assets at December 31, 2023 and 2022. 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, 2023 and 2022 by approximately $( 6,259,000) and $ 20,201,000, respectively. Deferred tax asset for net operating loss
carryforwards at December 31, 2023 was adjusted with the corresponding offset to valuation allowance.

 At December 31, 2023, the Company had federal,
New York State and New York City net operating loss (NOL) carryforwards of approximately $ 100,077,000, $ 15,016,000 and $ 14,998,000 respectively,
which begin expiring in 2027, 2032 and 2032, respectively. Approximately $ 88,611,000 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 $ 2,237,600 that will begin to expire in 2042. The Company's ability to use its NOL carryforwards may be limited
if it experiences an "ownership change" as defined in Section 382 ("Section 382") of the Internal Revenue Code
of 1986, as amended. An ownership change generally occurs if certain stockholders increase their aggregate percentage ownership of a
corporation's stock by more than 50 percentage points over their lowest percentage ownership at any time during the testing period,
which is generally the three-year period preceding any potential ownership change.

 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 and 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, $ 41,562,000 of NOLs and $ 7,346,000 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 $ 1,109,000 of NOLs available for use after the October 13, 2022 change in 2023. 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:

 2023

 2022

 Statutory federal income tax rate

 21.00
 %

 21.00
 %

 State (net of federal benefit)

 ( 6.56
)%

 ( 9.46
)%

 Non-deductible expenses

 ( 5.34
)%

 ( 0.53
)%

 R&D Credit

 1.70
 %

 1.64
 %

 NOL and R&D adjustment due to 382

 ( 16.27
)%

 0.00
 %

 Permanent true-ups

 ( 0.89
)%

 0.00
 %

 Other

 0.02
 %

 0.22
 %

 Change in valuation allowance

 6.34
 %

 ( 12.87
)%

 Effective income tax rate

 %

 %

 F- 15

 The Company does not have any uncertain tax positions
at December 31, 2023 and 2022, 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
available. If and when applicable, the Company will recognize interest and penalties as part of income tax expense.

 NOTE 7 - COMMITMENTS AND CONTINGENCIES

 License Agreements

 Wonpung

 On August 20, 2007, the Company entered into a License Development
and Commercialization Agreement with Wonpung Mulsan Co, a shareholder of the Company. Wonpung has exclusive territorial rights in countries
it selects in Asia to market up to two drugs the Company is currently developing and a right of first refusal (ROFR) for up to an additional
five drugs that the Company may develop in the future as defined in more detail in the license agreement. If the parties cannot agree
to terms of a license agreement, then the Company shall be able to engage in discussions with other potential licensors. As of March 19,
2024, no discussions are active between the Company and Wonpung.

 The Company received an upfront license fee of
$ 1,500,000 and will earn royalties of up to 12 % of net sales for up to two licensed products it is currently developing. The licensing
terms for the ROFR products are subject to future negotiations and binding arbitration. The terms of each licensing agreement will expire
on the earlier of any time from 15 years to 20 years after licensing or on the date of commercial availability of a generic product to
such licensed product in the licensed territory.

 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 December 31, 2023, 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 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, 2023, no events have occurred, and the Company continues to pay Licensor $ 45,000
every three months.

 F- 16

 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 is also eligible
to receive a low single digit royalty on net sales of any commercialized therapy resulting from this agreement. The license agreement
is terminable by the Company but is perpetual and not terminable by the licensor absent material breach of its terms by the Company.

 The new licensed program stems from an international
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, Relmada's Acting Chief Scientific Officer and co-inventor of REL-1017, and Dr. Marco
Pappagallo, Relmada' s Safety/Adjudication Officer, are among the scientists affiliated with Arbormentis, LLC.

 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 the calendar year
2022, 2023 and 2024 with monthly rent of approximately $ 9,000, $ 7,000 and $ 7,000, respectively.

 Beginning on January 1, 2023, we also leased office
space at 880 Third Avenue, 12 th Floor, New York, NY 10022 with monthly rent of approximately $ 14,500 that was terminated on
November 30, 2023.

 Beginning on December 1, 2023, we leased office
space at 12 E 49 th Street, New York, NY 10022 for with monthly rent of approximately $ 12,000 that expires on July 31, 2024.

 In accordance with ASC 842, Leases, the
Company recognizes rent expense evenly over the 12 months.

 The Company incurred rent expense of approximately
$ 283,600 and $ 129,600 for the years ended December 31, 2023 and 2022, respectively.

 On June 8, 2017, the Company entered into an Amended and Restated License
Agreement with Actinium. Pursuant to the terms of the agreement, Actinium licensed the furniture, fixtures, equipment and tenant improvements
located in the office (FFE) for a license fee of $ 7,529 per month until December 8, 2022. Actinium had at any time during the term of
this agreement the right to purchase the FFE for $ 496,914, less any previously paid license fees. On July 7, 2022, Actinium exercised
its right to purchase the FFE for $ 52,698. The license of FFE qualifies as a sales-type lease. At inception, the Company derecognized
the underlying assets of $ 493,452, recognized discounted lease payments receivable of $ 397,049 using the discount rate of 8.38 % and recognized
loss on sales-type lease of fixed assets of $ 96,403. As of December 31, 2023 and 2022, there was no unearned interest income.

 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. Except as disclosed below, 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 8 - 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 $ 140,982
and $ 105,216 for the years ended December 31, 2023 and 2022, respectively.

 NOTE 9 - SUBSEQUENT EVENTS

 The Company's management reviewed all material
events through the date the financial statements were issued for subsequent event disclosure consideration.

 From January 1, 2024 through March 19, 2024, 50,000 options were issued
to an advisor with an exercise price of $ 3.44 and a 10 -year term, vesting over a 4 -year period. These options awarded are subject to shareholder
approval.

 On January 31, 2024 Executive officers purchased
 171,645 shares of common stock at a weighted average purchase price of $ 3.86.

 Subsequent to December 31, 2023, 74,999 outstanding
options were exercised for total cash proceeds of $ 246,747.

 F- 17

 Exhibits

 Certain of the agreements filed as exhibits to
this Report contain representations and warranties by the parties to the agreements that have been made solely for the benefit of the
parties to the agreement. These representations and warranties:

 may have been qualified
 by disclosures that were made to the other parties in connection with the negotiation of the agreements, which disclosures are not
 necessarily reflected in the agreements;

 may apply standards of
 materiality that differ from those of a reasonable investor; and

 were made only as of specified
 dates contained in the agreements and are subject to subsequent developments and changed circumstances.

 Accordingly, these representations and warranties
may not describe the actual state of affairs as of the date that these representations and warranties were made or at any other time.
Investors should not rely on them as statements of fact.

 2.1

 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).

 3.1

 (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).

 3.2

 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).

 4.1

 Form of Warrants to Purchase Common Stock issued in 2012 and 2013 in connection with Relmada Therapeutics, Inc. Series A Preferred Stock (incorporated by reference to Exhibit 4.1 of Relmada's Form 8-K filed with the SEC on May 27, 2014).

 4.2

 Form 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).

 4.3

 Form 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).

 4.4

 Form 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).

 4.5

 Form of Convertible Promissory Note (incorporated by reference to Exhibit 4.1 of Relmada's Form 10-Q filed with the SEC on February 12, 2018).

 4.6

 Form 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).

 4.7

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

 4.8

 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).

 4.9

 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).]

 4.10

 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)

 10.1

 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).

 10.2

 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)

 10.3

 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)

 10.4

 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)

 10.5

 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).

 10.6

 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).

 10.7

 License Agreement, dated January 16, 2018, between Relmada Therapeutics, Inc. Dr. Charles E. 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).

 10.8

 Intellectual Property Assignment Agreement, dated January 16, 2018, between Relmada Therapeutics, Inc. Dr. Charles E. Inturrisi and Dr. Paolo Manfredi (incorporated by reference to Exhibit 10.2 of Relmada's Form 8-K filed with the SEC on January 19, 2018).

 10.9

 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).

 10.10

 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).

 10.11

 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).

 10.12

 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).

 10.13

 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).

 10.14

 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).

 10.15

 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).

 10.16

 Amendment No. 1 To License Agreement dated December 2, 2019, to the License Agreement dated January 16, 2018 between Relmada Therapeutics, Inc., and Dr. Charles E. 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).

 10.17

 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).

 10.18

 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).

 10.19

 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).

 10.20

 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).

 10.21

 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).

 10.22

 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).

 10.23

 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).

 10.24

 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).

 10.25

 Open Market Sale Agreement SM dated as of May 15, 2020 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).

 10.26

 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).

 10.27

 License 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).

 10.28

 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).

 10.29

 Amendment No. 2 dated December 27, 2022, to the License Agreement originally dated January 16, 2018, as heretofore amended, between Relmada Therapeutics, Inc., and Dr. Charles E. 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).

 10.30

 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).

 10.31

 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).

 10.32

 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).

 21.1

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

 23.1

 Consent of Marcum LLP

 31.1*

 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.

 31.2*

 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.

 32.1

 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.

 32.2

 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.

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 *
 Filed
herewith

 Furnished herewith

 SIGNATURES

 Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant.

 Dated: March 19, 2024

 RELMADA THERAPEUTICS, INC.

 By:

 /s/
 Sergio Traversa

 Sergio Traversa

 Chief Executive Officer

 (Duly Authorized Officer and

 Principal Executive Officer)

 By:

 /s/
 Maged Shenouda

 Maged Shenouda

 Chief Financial Officer

 (Duly Authorized Officer and

 (Principal Financial and Accounting Officer)

 Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities and
on the dates indicated.

 Signature

 Title

 Date

 /s/ Sergio Traversa

 Chief Executive Officer, and Director

 Sergio Traversa

 /s/ Maged Shenouda

 Chief Financial Officer

 Maged Shenouda

 /s/ Charles J. Casamento

 Chairman of the Board

 Charles J. Casamento

 /s/ Paul Kelly

 Director

 Paul Kelly

 /s/ John Glasspool

 Director

 John Glasspool

 /s/ Fabiana Fedeli

 Director

 Fabiana Fedeli

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