RELMADA THERAPEUTICS, INC. — Capital/Financing Update 2018

May 14, 2018

S-8 1 fs82018_relmadatherap.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on May 14, 2018

Registration No.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

RELMADA THERAPEUTICS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada	45-5401931
(State
or other Jurisdiction of	(I.R.S
Employer
Incorporation
or Organization)	Identification
Number)
750
Third Avenue, 9 th Floor, New York, NY	10017
(Address
of Principal Executive Offices)	(Zip
Code)

RELMADA THERAPEUTICS, INC.

2014 STOCK OPTION AND EQUITY INCENTIVE PLAN

(Full Title of the Plan)

Sergio Traversa Chief Executive Officer 750 Third Avenue, 9 th Floor New York, New York 10017 Phone: (212) 547-9591 (Name, Address and Telephone Number of Agent for Service)

Copy to:

Thomas Slusarczyk, Esq.

The Matt Law Firm, PLLC

1701 Genesee Street

Utica, New York 13501

(315) 235-2299

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

| Large
accelerated filer ☐ | Accelerated
filer ☐ |
| --- | --- |
| Non-accelerated
filer ☐ | Smaller reporting
company ☒ |
| (Do not check if
a 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 7(a)(2)(B) of the Securities Act. ☐

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CALCULATION OF REGISTRATION FEE

| Title
of securities to be registered | | Proposed
maximum offering price per share (2) | Proposed
maximum aggregate offering price (2) | Amount
of registration fee |
| --- | --- | --- | --- | --- |
| Common Stock $0.001 par value
(3) | 5,000,000 | $ 1.50 | $ 7,500,000 | $ 933.75 |

(1) This Registration Statement also covers additional shares of Relmada Therapeutics, Inc. common stock that may be issuable by reason of stock splits, stock dividends, or other adjustment provisions of the Relmada Therapeutics, Inc. 2014 Stock Option and Equity Incentive Plan, as amended, in accordance with Rule 416 under the Securities Act of 1933, as amended.

(2) Estimated solely for the purpose of calculating the registration fee computed pursuant to Rule 457(c) and (h), upon the basis of the average of the high and low prices of the common stock as quoted on the OTCQB on May 9, 2018.

(3) Represents the number of stock options and shares available for future option grants under the Relmada Therapeutics, Inc. 2014 Stock Option and Equity Incentive Plan.

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EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed by Relmada Therapeutics, Inc. (the “Company”), pursuant to General Instruction E to the Form S-8 Registration Statement under the Securities Act of 1933, as amended, in connection with the registration of an additional 5,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) issuable pursuant to the Company’s 2014 Stock Option and Equity Incentive Plan (as amended, the “Plan”). 1,611,769 shares of Common Stock issuable under the Plan have been previously registered pursuant to the Company’s Registration Statement on Form S-8 (File No. 333-207253) filed with the Securities and Exchange Commission on October 2, 2015, and the information contained therein is incorporated herein by reference.

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PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 will be sent or given to participants in accordance with Rule 428(b)(1) under the Securities Act. In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. Such documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Commission are incorporated herein by reference (excluding any portions of such documents that have been “furnished” but not “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)):

(a) The Registrant’s Annual Report on Form 10-K for the year ended June 30, 2017 filed with the Commission on September 28, 2017;

(b) The Registrant’s Quarterly Reports on Form 10-Q filed with the Commission on November 14. 2017, February 12, 2018 and May 14, 2018;

(c) The Registrant’s Current Reports on Form 8-K filed with the Commission on October 4, 2017, January 19, 2018, February 5, 2018, and April 2, 2018;

(d) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act, subsequent to the end of the fiscal year covered by the form referred to in (a) above; and

(e) The description of our common stock, which is contained in our Form S-1, filed with the Securities and Exchange Commission on June 27, 2014, including any amendment or report filed for the purpose of updating such description.

In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, (or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein), modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Under no circumstances will any information filed under current items 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.

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You may request a copy of these filings, at no cost, by writing or telephoning the Registrant at:

750 Third Avenue

9 th Floor

New York, NY 10017

Telephone: 212-547-9591

Attn: Investor Relations

You should rely only on the information provided or incorporated by reference in this Registration Statement or any related prospectus. The Registrant has not authorized anyone to provide you with different information. You should not assume that the information in this Registration Statement or any related prospectus is accurate as of any date other than the date on the front of the document.

ITEM 8. Exhibits.

| Exhibit
No. | Description |
| --- | --- |
| 3.1 | Articles
of Incorporation (incorporated by reference to Exhibit 3.1 to Registration Statement on Form S-1 filed with the SEC on November
13, 2012). |
| 3.2 | Certificate
of Designation dated May 13, 2014 (incorporated by reference to Exhibit 4.1 to Report on Form 8-K filed with the SEC on May
19, 2014). |
| 3.3 | Nevada
Certificate of Amendment to Articles of Incorporation, effective May 30, 2014 (incorporated by reference to Exhibit 3.1 to
Form 8-K filed with the SEC on May 27, 2014). |
| 3.4 | Nevada
Certificate of Amendment to Articles of Incorporation, effective July 8, 2014 (incorporated by reference to Exhibit 3.1 to
Form 8-K filed with the SEC on July 14, 2014) . |
| 3.5 | Nevada
Certificate of Amendment to Articles of Incorporation, effective February 12, 2015 (incorporated by reference to Exhibit 3.1
to Form 10-Q filed with the SEC on February 13, 2015). |
| 3.6 | Nevada
Certificate of Change Pursuant to NRS 78,209, effective August 11, 2015 (incorporated by reference to Exhibit 3.1 to Form
8-K filed with the SEC on August 10, 2015). |
| 3.7 | Amended
and Restated Bylaws of Relmada Therapeutics, Inc. (incorporated by reference to Exhibit 3.1 of Relmada’s Form 8-K filed
with the SEC on August 7, 2015). |
| 4.1 | Specimen
Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Form S-8 filed on October 10, 2015). |
| 5.1 | Opinion of Fennemore Craig, P.C. * |
| 23.1 | Consent of GBH CPAs, PC * |
| 23.2 | Consent of Fennemore Craig, P.C. (included in Exhibit 5.1) * |
| 24.1 | Power of Attorney (included on signature page) * |
| 99.1 | Relmada
Therapeutics, Inc. 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). |
| 99.2 | 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). |
| 99.3 | Amendment
No. 2 to Relmada Therapeutics, Inc. 2014 Stock Option and Equity Incentive Plan (incorporated by reference to Exhibit
10.1 to Form 10-Q filed on February 2, 2017). |
| 99.4 | Third
Amendment to the 2014 Stock Option and Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to Form 10-Q filed
on May 14, 2018). |

• Filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 14th day of May, 2018.

| /s/
Sergio Traversa | |
| --- | --- |
| Name: | Sergio Traversa |
| Title: | Chief Executive Officer and Interim CFO (Duly Authorized Officer, Principal Executive Officer, and Principal Financial and Accounting Officer) |

POWER OF ATTORNEY

Each of the undersigned directors and officers of Relmada Therapeutics, Inc., a Nevada corporation, do hereby constitute and appoint Sergio Traversa the undersigned’s true and lawful attorney and agent, with full power of substitution and resubstitution in each, to do any and all acts and things in our name and on our behalf in our respective capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys and agents, or either one of them, may deem necessary or advisable to enable said corporation to comply with the Securities Act, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this registration statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto, and each of the undersigned does hereby ratify and confirm all that said attorneys and agents, or either one of them or any substitute, shall do or cause to be done by virtue hereof. This Power of Attorney may be executed in any number of counterparts.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/
Sergio Traversa	Chief Executive
Officer and Interim CFO	May
14, 2018
Sergio Traversa	(Principal Executive Officer and Principal Financial
and Accounting Officer)
/s/
Charles Casamento	Chairman of the Board	May 14, 2018
Charles Casamento
/s/
Paul Kelly	Director	May 14, 2018
Paul Kelly
/s/
Maged Shenouda	Director	May 14, 2018
Maged Shenouda

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INDEX TO EXHIBITS

| Exhibit
No. | Description |
| --- | --- |
| 3.1 | Articles
of Incorporation (incorporated by reference to Exhibit 3.1 to Registration Statement on Form S-1 filed with the SEC on November
13, 2012). |
| 3.2 | Certificate
of Designation dated May 13, 2014 (incorporated by reference to Exhibit 4.1 to Report on Form 8-K filed with the SEC on May
19, 2014). |
| 3.3 | Nevada
Certificate of Amendment to Articles of Incorporation, effective May 30, 2014 (incorporated by reference to Exhibit 3.1 to
Form 8-K filed with the SEC on May 27, 2014). |
| 3.4 | Nevada
Certificate of Amendment to Articles of Incorporation, effective July 8, 2014 (incorporated by reference to Exhibit 3.1 to
Form 8-K filed with the SEC on July 14, 2014) . |
| 3.5 | Nevada
Certificate of Amendment to Articles of Incorporation, effective February 12, 2015 (incorporated by reference to Exhibit 3.1
to Form 10-Q filed with the SEC on February 13, 2015). |
| 3.6 | Nevada
Certificate of Change Pursuant to NRS 78,209, effective August 11, 2015 (incorporated by reference to Exhibit 3.1 to Form
8-K filed with the SEC on August 10, 2015). |
| 3.7 | Amended
and Restated Bylaws of Relmada Therapeutics, Inc. (incorporated by reference to Exhibit 3.1 of Relmada’s Form 8-K filed
with the SEC on August 7, 2015). |
| 4.1 | Specimen
Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Form S-8 filed on October 10, 2015). |
| 5.1 | Opinion of Fennemore Craig, P.C. * |
| 23.1 | Consent of GBH CPAs, PC * |
| 23.2 | Consent of Fennemore Craig, P.C. (included in Exhibit 5.1) * |
| 24.1 | Power of Attorney (included on signature page) * |
| 99.1 | Relmada
Therapeutics, Inc. 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). |
| 99.2 | 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). |
| 99.3 | Amendment
No. 2 to Relmada Therapeutics, Inc. 2014 Stock Option and Equity Incentive Plan (incorporated by reference to Exhibit
10.1 to Form 10-Q filed on February 2, 2017). |
| 99.4 | Third
Amendment to the 2014 Stock Option and Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to Form 10-Q filed
on May 14, 2018). |

• Filed herewith

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