Amended Statement of Ownership (sc 13g/a)
February 16 2021 - 04:52PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 1 )*
Relmada
Therapeutics, Inc.
(Name of Issuer)
Common Stock,
par value $0.001 per share
(Title of Class of
Securities)
75955J402
(CUSIP Number)
December 31,
2020
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
x Rule 13d-1(b)
¨
Rule 13d-1(c)
¨
Rule 13d-1(d)
*The remainder of this cover
page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the
remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the Notes).
1.
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
RA Capital Management,
L.P.
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2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
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(a) ¨
(b) ¨
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|
|
|
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3.
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SEC Use Only
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4.
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Citizenship
or Place of Organization
|
Delaware
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Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
5.
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Sole Voting Power
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0
shares
|
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6.
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Shared Voting Power
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0 shares
|
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7.
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Sole Dispositive Power
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0 shares
|
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8.
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Shared Dispositive Power
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0 shares
|
9.
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Aggregate Amount Beneficially Owned by Each Reporting
Person
0 shares
|
10.
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
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¨
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11.
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Percent of Class Represented by Amount in Row (9)
0.0%
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12.
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Type of Reporting Person (See Instructions)
IA, PN
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Peter Kolchinsky
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2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
|
|
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(a) ¨
(b) ¨
|
|
|
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3.
|
SEC Use Only
|
4.
|
Citizenship
or Place of Organization
|
United States
|
|
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
5.
|
Sole Voting Power
|
0
shares
|
|
|
6.
|
Shared Voting Power
|
0 shares
|
|
|
7.
|
Sole Dispositive Power
|
0 shares
|
|
|
8.
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Shared Dispositive Power
|
0 shares
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
0 shares
|
|
|
10.
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
|
¨
|
|
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
0.0%
|
|
|
12.
|
Type of Reporting Person (See Instructions)
HC, IN
|
1.
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Rajeev Shah
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2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
|
|
|
(a) ¨
(b) ¨
|
|
|
|
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3.
|
SEC Use Only
|
|
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4.
|
Citizenship
or Place of Organization
|
United States
|
|
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
5.
|
Sole Voting Power
|
0
shares
|
|
|
6.
|
Shared Voting Power
|
0 shares
|
|
|
7.
|
Sole Dispositive Power
|
0 shares
|
|
|
8.
|
Shared Dispositive Power
|
0 shares
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares
|
|
|
10.
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
|
¨
|
|
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
0.0%
|
|
|
12.
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Type of Reporting Person (See Instructions)
HC, IN
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Item 1.
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(a)
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Name
of Issuer: Relmada Therapeutics, Inc. (the “Issuer”).
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(b)
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Address
of the Issuer’s Principal Executive Offices: 880 Third Avenue, 12th Floor, New York, NY 10022.
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Item 2.
(a) Name
of Person Filing: This Amendment No. 1 to Schedule 13G amends and restates the Statement on Schedule 13G filed by RA Capital
Management, L.P. (“RA Capital”), Peter Kolchinsky, and Rajeev Shah (collectively, the “Reporting Persons”)
on February 14, 2020.
RA Capital Healthcare Fund GP,
LLC is the general partner of RA Capital Healthcare Fund, L.P. (the “Fund”). The general partner of RA Capital
is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment
adviser for the Fund and a separately managed account (the “Account”) and may be deemed a beneficial owner, for purposes
of Section 13(d) of the Securities Exchange Act of 1934 (the “Act”), of any securities of the Issuer held by the Fund
and the Account. The Fund has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held
in the Fund’s portfolio, including the shares of the Issuer’s Common Stock reported herein. Because the Fund
has divested voting and investment power over the reported securities it holds and may not revoke that delegation on less than
61 days’ notice, the Fund disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of
the Act and therefore disclaim any obligation to report ownership of the reported securities under Section 13(d) of the Act. As
managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Act,
of any securities of the Issuer beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial
ownership of the securities reported in this Schedule 13G Statement (the “Statement”) other than for the purpose of
determining their obligations under Section 13(d) of the Act, and the filing of the Statement shall not be deemed an admission
that either RA Capital, Dr. Kolchinsky, or Mr. Shah is the beneficial owner of such securities for any other purpose.
(b) Address
of Principal Business Office: The principal business office of the Reporting Persons is c/o
RA Capital Management, L.P., 200 Berkeley Street, 18th Floor, Boston, MA 02116.
(c) Citizenship:
RA Capital is a Delaware limited partnership. Dr. Kolchinsky
and Mr. Shah are United States citizens.
(d) Title
and Class of Securities: Common stock (“Common Stock”)
(e) CUSIP
Number: 75955J402
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Item 3.
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If this statement is
filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(e) RA Capital Management, L.P.
is a registered investment adviser and is filing this statement in accordance with §240.13d-1(b)(1)(ii)(E);
(g) Peter Kolchinsky and Rajeev Shah are control persons and are
filing this statement in accordance with §240.13d-1(b)(1)(ii)(G).
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified in Item 1.
(a)
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Amount Beneficially Owned:
See the response(s) to Item 9 on the attached
cover page(s).
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(b)
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Percent of Class:
See the response(s) to Item 11 on the attached
cover page(s).
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(c)
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Number
of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote:
See the response(s) to Item 5 on the attached
cover page(s).
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(ii)
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shared power to vote or to direct the vote
See the response(s) to Item 6 on the attached
cover page(s).
|
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(iii)
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sole power to dispose or to direct the disposition
of
See the response(s) to Item 7 on the attached
cover page(s).
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(iv)
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shared power to dispose or to direct the disposition
of
See the response(s) to Item 8 on the attached
cover page(s).
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Item 5.
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Ownership of Five Percent
or Less of a Class:
|
If this statement is being filed to report the fact that as
of the date hereof the Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities,
check the following x.
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Item 6.
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Ownership of More than
Five Percent on Behalf of Another Person:
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Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:
Not applicable.
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Item 8.
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Identification and Classification
of Members of the Group:
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Not applicable.
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Item 9.
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Notice of Dissolution
of Group:
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Not applicable.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired
and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other
than activities solely in connection with a nomination under § 240.14a-11.
Exhibits
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1
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Joint Filing Agreement by and among the Reporting Persons is
incorporated herein by reference to Exhibit 1 to the Schedule 13G filed by the Reporting Persons with the Securities and Exchange
Commission on February 14, 2020.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true, complete and correct.
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DATE: February 16, 2021
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RA CAPITAL MANAGEMENT, L.P.
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By:
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/s/ Peter Kolchinsky
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Peter Kolchinsky
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Authorized Signatory
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PETER KOLCHINSKY
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/s/ Peter Kolchinsky
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RAJEEV SHAH
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/s/ Rajeev Shah
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