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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 24, 2024



(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 Gables, FL

(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 Global Select Market


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


On May 24, 2024, Relmada Therapeutics, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). Of the 30,174,202 shares of the Company’s common stock outstanding and eligible to vote at the Annual Meeting, 21,986,343 shares, or approximately 72.9% of the eligible common stock, were present either in person or by proxy and voted. 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 2027 Annual Meeting (i.e. as a Class III Director) and until his successor is elected and qualified.


Nominee   For     Withheld     Broker Non-Votes  
John Glasspool (Class III, 36 month term)     7,693,573       9,981,548       4,311,222  
Paul Kelly (Class III, 36 month term)     11,799,277       5,875,844       4,311,222  


The continuing Class I Directors are Eric Schmidt and Fabiana Fedeli. The continuing Class II Directors are Charles J. Casamento and Sergio Traversa.


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, 2024.


For   Against   Abstentions   Broker Non-Votes
19,984,165   1,966,620   35,558   -


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


Stockholders did not approve the proposed 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 4,500,000 to an aggregate of 12,400,000 (including awards previously granted). The 2021 Plan is described in more detail in the Company’s 2024 Proxy Statement, which was filed with the Securities and Exchange Commission on April 9, 2024.


For   Against   Abstentions   Broker Non-Votes
4,261,878   13,407,997   5,246   4,311,222


Proposal 4:   Advisory Vote to Approve Executive Compensation.


Stockholders did not approve, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Company’s Proxy Statement for its 2024 Annual Meeting of Stockholders.


For   Against   Abstentions   Broker Non-Votes
7,529,377   10,119,590   26,154   4,311,222


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits.


Exhibit No.   Description
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