UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

RELMADA THERAPEUTICS, INC.

(Name of Issuer)

 

Common Stock, $0.001 par value per share

(Title of Class of Securities)

 

75955J 204

(CUSIP Number)

 

Matthew D. Eitner

Chief Executive Officer

Laidlaw & Company (UK) Ltd.

546 Fifth Avenue, 5th Floor,

New York, NY 10036

(212) 953-4900

 

Copies to:

 

Dennis J. Block

Greenberg Traurig, LLP

200 Park Avenue

New York, NY 10166

(212) 801-2222

 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

December 8, 2015

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

CUSIP No. 75955J 204
1

Names of reporting persons

 

Laidlaw & Company (UK) Ltd.

2

Check the appropriate box if a member of a group

(a) x   (b) ¨

 

3 SEC use only
4

Source of funds

OO

 

5 Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6

Citizenship or place of organization

 

England & Wales

Number of shares
beneficially owned
by each reporting
person with
7

Sole voting power

 

0

8

Shared voting power

 

0

9

Sole dispositive power

 

0

10

Shared dispositive power

 

0

11

Aggregate amount beneficially owned by each reporting person

 

0

12 Check if the aggregate amount in Row (11) excludes certain shares ¨
13

Percent of class represented by amount in Row (11)

 

0%

14

Type of reporting person

 

BD

 

 

 

 

CUSIP No. 75955J 204
1

Names of reporting persons

 

Matthew D. Eitner

2

Check the appropriate box if a member of a group

(a) x   (b) ¨

 

3 SEC use only
4

Source of funds

PF

5 Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6

Citizenship or place of organization

 

United States

Number of shares
beneficially
owned by each
reporting person
with
7

Sole voting power

 

0

8

Shared voting power

 

1,134,4051

9

Sole dispositive power

 

0

10

Shared dispositive power

 

1,134,4051

11

Aggregate amount beneficially owned by each reporting person

 

1,134,4051

12 Check if the aggregate amount in Row (11) excludes certain shares ¨
13

Percent of class represented by amount in Row (11)

 

9.6%2

14

Type of reporting person

 

IN

 

 

1 Includes (i) 585,233 shares of Common Stock registered in the name of Mr. Eitner, (ii) 7,060 shares of Common Stock registered in the name of Mr. Eitner’s wife, Katie L. Eitner, and (iii) 542,112 shares of Common Stock registered in the name of Mr. Ahern.

2 Calculated based on 11,592,278 shares of the Common Stock outstanding as of November 18, 2015, as reported in the Issuer’s Schedule 14A filed with the SEC on November 27, 2015 (“Schedule 14A”), and adjusted for shares of Common Stock underlying warrants and restricted stock awards beneficially owned by Mr. Eitner and Mr. Ahern.

 

 

 

 

CUSIP No. 75955J 204
1

Names of reporting persons

 

James P. Ahern

2

Check the appropriate box if a member of a group

(a) x   (b) ¨

 

3 SEC use only
4

Source of funds

PF

 

5 Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6

Citizenship or place of organization

 

United States

Number of shares
beneficially owned
by each reporting
person with
7

Sole voting power

 

0

8

Shared voting power

 

1,134,4053

9

Sole dispositive power

 

0

10

Shared dispositive power

 

1,134,4053

11

Aggregate amount beneficially owned by each reporting person

 

1,134,4053

12 Check if the aggregate amount in Row (11) excludes certain shares ¨
13

Percent of class represented by amount in Row (11)

 

9.6%4

14

Type of reporting person

 

IN

 

 

3 Includes (i) 585,233 shares of Common Stock registered in the name of Mr. Eitner, (ii) 7,060 shares of Common Stock registered in the name of Mr. Eitner’s wife, Katie L. Eitner, and (iii) 542,112 shares of Common Stock registered in the name of Mr. Ahern.

4 Calculated based on 11,592,278 shares of Common Stock outstanding as of November 18, 2015, as reported in the Schedule 14A, and adjusted for shares of Common Stock underlying warrants and restricted stock awards beneficially owned by Mr. Eitner and Mr. Ahern.

 

 

 

 

CUSIP No. 75955J 204
1

Names of reporting persons

 

Dr. John H. Leaman

2

Check the appropriate box if a member of a group

(a) x   (b) ¨

 

3 SEC use only
4

Source of funds

 

 

5 Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6

Citizenship or place of organization

 

United States

Number of shares
beneficially owned
by each reporting
person with
7

Sole voting power

 

0

8

Shared voting power

 

0

9

Sole dispositive power

 

0

10

Shared dispositive power

 

0

11

Aggregate amount beneficially owned by each reporting person

 

0

12 Check if the aggregate amount in Row (11) excludes certain shares ¨
13

Percent of class represented by amount in Row (11)

 

0%

14

Type of reporting person

 

IN

 

 

 

 

CUSIP No. 75955J 204
1

Names of reporting persons

 

Dr. Todd Johnson

2

Check the appropriate box if a member of a group

(a) x   (b) ¨

 

3 SEC use only
4

Source of funds

 

 

5 Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6

Citizenship or place of organization

 

United States

Number of shares
beneficially owned
by each reporting
person with
7

Sole voting power

 

0

8

Shared voting power

 

0

9

Sole dispositive power

 

0

10

Shared dispositive power

 

0

11

Aggregate amount beneficially owned by each reporting person

 

0

12 Check if the aggregate amount in Row (11) excludes certain shares ¨
13

Percent of class represented by amount in Row (11)

 

0%

14

Type of reporting person

 

IN

 

 

 

 

CUSIP No. 75955J 204
1

Names of reporting persons

 

Benjamin H. Snedeker

2

Check the appropriate box if a member of a group

(a) x   (b) ¨

 

3 SEC use only
4

Source of funds

 

 

5 Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6

Citizenship or place of organization

 

United States

Number of shares
beneficially owned
by each reporting
person with
7

Sole voting power

 

0

8

Shared voting power

 

0

9

Sole dispositive power

 

0

10

Shared dispositive power

 

0

11

Aggregate amount beneficially owned by each reporting person

 

0

12 Check if the aggregate amount in Row (11) excludes certain shares ¨
13

Percent of class represented by amount in Row (11)

 

0%

14

Type of reporting person

 

IN

 

 

 

 

CUSIP No. 75955J 204
1

Names of reporting persons

 

David Buchen

2

Check the appropriate box if a member of a group

(a) x   (b) ¨

 

3 SEC use only
4

Source of funds

 

 

5 Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6

Citizenship or place of organization

 

United States

Number of shares
beneficially owned
by each reporting
person with
7

Sole voting power

 

0

8

Shared voting power

 

0

9

Sole dispositive power

 

0

10

Shared dispositive power

 

0

11

Aggregate amount beneficially owned by each reporting person

 

0

12 Check if the aggregate amount in Row (11) excludes certain shares ¨
13

Percent of class represented by amount in Row (11)

 

0%

14

Type of reporting person

 

IN

 

 

 

 

CUSIP No. 75955J 204
1

Names of reporting persons

 

Timothy S. Callahan

2

Check the appropriate box if a member of a group

(a) x   (b) ¨

 

3 SEC use only
4

Source of funds

 

 

5 Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6

Citizenship or place of organization

 

United States

Number of shares
beneficially owned
by each reporting
person with
7

Sole voting power

 

0

8

Shared voting power

 

0

9

Sole dispositive power

 

0

10

Shared dispositive power

 

0

11

Aggregate amount beneficially owned by each reporting person

 

0

12 Check if the aggregate amount in Row (11) excludes certain shares ¨
13

Percent of class represented by amount in Row (11)

 

0%

14

Type of reporting person

 

IN

 

 

 

 

This Amendment No. 3 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on October 22, 2015 (the “Original Schedule 13D”), as amended by Amendment No. 1 filed with the SEC on November 5, 2015 (the “First Amendment”) and Amendment No. 2 filed with the SEC on December 7, 2015 (the “Second Amendment” and together with the Original Schedule 13D and the First Amendment, the “Schedule 13D”) relating to the common stock, $0.001 par value per share (the “Common Stock”), of Relmada Therapeutics, Inc., a Nevada corporation (the “Issuer”). The address of the principal executive office of the Issuer is 757 Third Avenue, Suite 2018, New York, NY 10017.

 

Capitalized terms not defined herein shall have the meaning ascribed to them in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.

 

Items 4 and 7 of the Schedule 13D are hereby amended and supplemented as follows:

 

Item 4.  Purpose of Transaction.

 

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:

 

On December 8, 2014, Matthew D. Eitner and James P. Ahern made a demand to obtain a stockholder list and certain related records of the Issuer pursuant to Section 78.105 of the Nevada Revised Statutes (the “Demand Letter”). The Demand Letter is attached as Exhibit 99.8 and incorporated herein by reference.

 .

Item 7. Material to Be Filed as Exhibits.

 

Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following information:

 

Exhibit No.   Description
     
99.8  

Demand Letter to Relmada Therapeutics, Inc. from Matthew D. Eitner and James P. Ahern, dated as of December 8, 2015.

 

 

 

 

SIGNATURES

  

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 8, 2015 

 

  LAIDLAW & COMPANY (UK) LTD.
   
  By:  /s/ Matthew D. Eitner                              
  Name: Matthew D. Eitner
  Title: Chief Executive Officer
   
  /s/ Matthew D. Eitner
  Matthew D. Eitner
  Individually and as attorney-in-fact for Dr. John H. Leaman, Dr. Todd
  Johnson, Benjamin H. Snedeker, David Buchen and Timothy S.
  Callahan
   
  /s/ James P. Ahern
  James P. Ahern