SECURITIES AND EXCHANGE COMMISSION
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 20, 2021
RELMADA THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction
|(Commission File Number)||(IRS Employer|
880 Third Avenue, 12th Floor
New York, NY
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code (212) 547-9591
|(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 noted in Item 5.07 below, on May 20, 2021, the stockholders of Relmada Therapeutics, Inc. (the “Company”) approved the Company’s 2021 Equity Incentive Plan (the “2021 Plan”), pursuant to which 1,500,000 shares of the Company’s common stock will be made available for issuance under the 2021 Plan. The 2021 Plan is described in more detail in the Company's 2021 Proxy Statement, which was filed with the Securities and Exchange Commission on March 31, 2021. A copy of the 2021 Plan is attached hereto as Exhibit 10.1.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 20, 2021, the Company held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). Of the 16,747,289 shares of the Company’s common stock outstanding and eligible to vote at the Annual Meeting, 13,027,073 shares, or approximately 77.8% of the eligible common stock, were present either in person or by proxy. 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 each of the following nominees as director to hold office until the 2024 Annual Meeting (i.e. as a Class III Director) and until his or her successor is elected and qualified.
|John Glasspool (Class III, 36 month term)||9,072,604||2,147,011||1,807,458|
|Paul Kelly (Class III, 36 month term)||10,472,018||747,597||1,807,458|
The continuing Class I Director is Eric Schmidt. 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 ended December 31, 2020.
Proposal 3: Approval of the 2021 Equity Incentive Plan.
As noted above, stockholders approved the Company’s 2021 Equity Incentive Plan.
Proposal 4: Advisory Vote on Executive Compensation.
Stockholders approved a resolution approving, on an advisory basis, the compensation paid to the Company’s named executive officers.
Proposal 5: Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation.
Stockholders voted as follows on the frequency of the advisory vote on executive compensation
|1 Year||2 Years||3 Years||Abstentions||Broker Non-Votes|
Taking into consideration the votes of the stockholders, the Company has determined that an advisory vote on executive compensation will be held every three years until the next required advisory vote on the frequency of the advisory vote on executive compensation.
Item 9.01 Financial Statements and Exhibits.
|10.1||Relmada Therapeutics, Inc. 2021 Equity Incentive Plan,.|
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.
|Dated: May 20, 2021||RELMADA THERAPEUTICS, INC.|
|By:||/s/ Sergio Traversa|
|Title:||Chief Executive Officer|