Current Report Filing (8-k)
May 18 2017 - 8:31AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 16, 2017
RELMADA
THERAPEUTICS, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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333-184881
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45-5401931
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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275
Madison Avenue, Suite 702
New
York, NY
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10016
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
(646) 667-3854
N/A
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(Former
name or former address, if changed since last report)
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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):
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
8.01. Other Events
On
May 16, 2017, Relmada Therapeutics, Inc. (the “Company”) entered into a confidential settlement agreement and release
(the “Agreement”) with Laidlaw & Company (UK) Ltd. (“Laidlaw”), James P. Ahern, and Matthew D. Eitner.
Pursuant to the terms of the Agreement, all outstanding litigation between the parties was dismissed with prejudice, including
all claims and counterclaims in all legal proceedings related to Relmada Therapeutics, Inc. v. Laidlaw & Company (UK) Ltd.,
et al., Case No.1:16-CV-07767, pending in the United States District Court for the Southern District of New York. Except for certain
reimbursement of legal expenses to Laidlaw and its principals by the Company, none of the parties paid any monetary compensation
to any other party in connection with the settlement of the matter. Laidlaw and its principals agreed to a lock-up prohibiting
transfers or sales of their shares for one year and not to transfer more than 25% in any quarter of their shares in the subsequent
twelve months. Laidlaw and its principals have also agreed to standstill commitments for two years, that includes, among other
things, not to (i) nominate any person for election at any meeting of shareholders or make a request of the Company to seek the
resignation of any of its directors, (ii) submit any proposal for consideration at, or bring any other business before any meeting
of the shareholders, (iii) seek to call a special meeting of the shareholders, and (iv) effect or seek to effect, or participate
in (a) any acquisition of any material assets or businesses of the Company, (b) any tender offer or exchange offer, merger, acquisition
or other business combination involving the Company, or (c) any recapitalization of the Company. The Company also reaffirmed its
indemnification obligations under its prior engagement agreements with Laidlaw. The Agreement also contains customary confidentiality,
release, and non-disparagement provisions.
The
Company also issued a press release on May 18, 2017 announcing the settlement, a copy is included as Exhibit 99.1 to this Form
8-K.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURES
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 18, 2017
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RELMADA
THERAPEUTICS, INC.
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By:
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/s/
Sergio Traversa
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Name:
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Sergio
Traversa
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Title:
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Chief
Executive Officer and
Interim Chief Financial Officer
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