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Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): May 25, 2023



(Exact name of registrant as specified in its charter)


Nevada   001-39082   45-5401931
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)


2222 Ponce de Leon Blvd., Floor 3

Coral GablesFL

(Address of principal executive offices)   (Zip Code)


Registrant’s telephone number, including area code (212547-9591


(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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


Title of each class   Trading Symbol    Name of exchange on which registered
Common stock, $0.001 par value per share   RLMD   The NASDAQ Stock Market LLC


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


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. ☐







Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


As detailed in Item 5.07 below, on May 25, 2023, the stockholders of Relmada Therapeutics, Inc. (the “Company”) approved an amendment to the Company’s 2021 Equity Incentive Plan, as amended (the “2021 Plan”), to increase the number of shares of the Company’s common stock available for issuance pursuant to awards under the 2021 Plan by 2,500,000 to an aggregate of 7,900,000 (including awards previously granted). The 2021 Plan and the amendment are described in more detail in the Company’s 2023 Proxy Statement, which was filed with the Securities and Exchange Commission on March 31, 2023. A copy of the 2021 Plan as amended is attached hereto as Exhibit 10.1.


Item 5.07. Submission of Matters to a Vote of Security Holders.


On May 25, 2023 the Company held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). Of the 30,099,203 shares of the Company’s common stock outstanding and eligible to vote at the Annual Meeting, 23,152,065 shares, or approximately 76.9% of the eligible common stock, were present either in person or by proxy and voted. All matters submitted to a vote of the Company’s stockholders at the Annual Meeting were approved and the two director nominees were elected. The final results of the matters voted on at the Annual Meeting are provided below.


Proposal 1: Election of Directors.


Stockholders elected the following nominees as directors to hold office until the 2026 Annual Meeting (i.e. as a Class II Director) and until his successor is elected and qualified.


Nominee  For   Withheld   Broker
Charles J. Casamento (Class II, 36 month term)   10,159,479    8,773,274    4,219,312 
Sergio Traversa (Class II, 36 month term)   17,003,403    1,929,350    4,219,312 


The continuing Class III Directors are John Glasspool and Paul Kelly. The continuing Class I Directors are Eric Schmidt and Fabiana Fedeli.


Proposal 2: Ratification of Appointment of Independent Auditors.


Stockholders approved the ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.


For   Against   Abstentions   Broker Non-Votes
22,048,083   1,080,044   23,938   0


Proposal 3: Approval of an amendment to the 2021 Plan.


Stockholders approved the amendment to the Company’s 2021 Plan described in Item 5.02 above.


For   Against   Abstentions   Broker Non-Votes
11,444,596   7,364,195   123,962   4,219,312


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits.


Exhibit No.   Description
10.1   Relmada Therapeutics, Inc. 2021 Equity Incentive Plan, as amended.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


  By: /s/ Sergio Traversa
  Name:  Sergio Traversa
  Title: Chief Executive Officer