Securities Registration: Employee Benefit Plan (s-8)
May 14 2018 - 4:53PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on May 14, 2018
Registration No.
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
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45-5401931
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(State
or other Jurisdiction of
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(I.R.S
Employer
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Incorporation
or Organization)
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Identification
Number)
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750
Third Avenue, 9
th
Floor, New York, NY
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10017
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(Address
of Principal Executive Offices)
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(Zip
Code)
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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 ☐
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Accelerated
filer ☐
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Non-accelerated
filer ☐
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Smaller reporting
company ☒
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(Do not check if
a smaller reporting company)
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Emerging Growth
Company ☐
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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. ☐
CALCULATION
OF REGISTRATION FEE
Title
of securities to be registered
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Amount
to be
registered (1)
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Proposed
maximum
offering price
per share (2)
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Proposed
maximum
aggregate offering
price (2)
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Amount
of
registration
fee
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Common Stock $0.001 par value
(3)
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5,000,000
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$
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1.50
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$
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7,500,000
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$
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933.75
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(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.
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.
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.
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Incorporation of Documents by Reference.
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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.
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.
Exhibit
No.
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Description
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3.1
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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).
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3.2
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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).
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3.3
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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).
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3.4
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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)
.
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3.5
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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).
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3.6
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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).
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3.7
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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).
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4.1
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Specimen
Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Form S-8 filed on October 10, 2015).
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5.1
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Opinion of Fennemore Craig, P.C. *
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23.1
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Consent of GBH CPAs, PC *
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23.2
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Consent of Fennemore Craig, P.C. (included in Exhibit 5.1) *
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24.1
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Power of Attorney (included on signature page) *
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99.1
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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).
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99.2
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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).
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99.3
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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).
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99.4
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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).
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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.
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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 CFO
(Duly Authorized Officer, Principal Executive Officer, and Principal Financial and Accounting Officer)
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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
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Title
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Date
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/s/
Sergio Traversa
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Chief Executive
Officer and Interim CFO
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May
14, 2018
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Sergio Traversa
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(Principal Executive Officer and Principal Financial
and Accounting Officer)
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/s/
Charles Casamento
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Chairman of the Board
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May 14, 2018
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Charles Casamento
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/s/
Paul Kelly
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Director
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May 14, 2018
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Paul Kelly
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/s/
Maged Shenouda
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Director
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May 14, 2018
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Maged Shenouda
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INDEX
TO EXHIBITS
Exhibit
No.
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Description
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3.1
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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).
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3.2
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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).
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3.3
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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).
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3.4
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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)
.
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3.5
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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).
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3.6
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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).
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3.7
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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).
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4.1
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Specimen
Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Form S-8 filed on October 10, 2015).
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5.1
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Opinion of Fennemore Craig, P.C. *
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23.1
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Consent of GBH CPAs, PC *
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23.2
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Consent of Fennemore Craig, P.C. (included in Exhibit 5.1) *
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24.1
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Power of Attorney (included on signature page) *
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99.1
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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).
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99.2
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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).
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99.3
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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).
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99.4
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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).
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5