Supplement to
Proxy Statement
RELMADA THERAPEUTICS,
INC.
880 Third Avenue,
12th Floor, , New York, NY 10022
This
supplements the definitive proxy statement on Schedule 14A filed by Relmada Therapeutics, Inc. (the “Company”) with
the Securities and Exchange Commission on January 31, 2020 (the “Proxy Statement”).
The
sole purpose is to supplement the Company’s Proposal 3 in the Proxy Statement. Proposal 3 of the Proxy Statement is
supplemented as follows:
“We have 6 employees
(including officers), 4 non-employee directors (out of five total directors), and approximately 5 consultants, who are eligible
to receive awards under the 2014 Plan. Eligible persons will receive awards under the 2014 Plan on the basis of furthering the
purposes of the 2014 Plan, which are to encourage selected employees, directors and consultants of the Company and its affiliates
to acquire a proprietary interest in the growth and performance of the Company, to generate an increased incentive to contribute
to the Company’s future success and prosperity, thus enhancing the value of the Company for the benefit of its stockholders,
and to enhance the ability of the Company and its affiliates to attract and retain exceptionally qualified individuals upon whom,
in large measure, the sustained progress, growth and profitability of the Company depend.”
“If this proposal
is approved by our shareholders, based solely on the closing price of our common stock as reported by NASDAQ on February 27, 2020
and the maximum number of shares that would have been available for future awards as of such date under the 2014 Plan as amended
as described herein, the maximum aggregate market value of the common stock underlying the remaining awards that could potentially
be issued under the 2014 Plan is approximately $75.7 million.”
“Federal Income Tax Information
The
following is a brief summary of the U.S. federal income tax consequences of the 2014 Plan generally applicable to the Company
and to participants in the 2014 Plan who are subject to U.S. federal taxes. The summary is based on the Code, applicable Treasury
Regulations and administrative and judicial interpretations thereof, each as in effect on the date of this proxy statement, and
is, therefore, subject to future changes in the law, possibly with retroactive effect. The summary is general in nature and does
not purport to be legal or tax advice. Furthermore, the summary does not address issues relating to any U.S. gift or estate tax
consequences or the consequences of any state, local or foreign tax laws.
Nonqualified
Stock Options. A participant generally will not recognize taxable income upon the grant or vesting of a nonqualified
stock option with an exercise price at least equal to the fair market value of our common stock on the date of grant and no additional
deferral feature. Upon the exercise of a nonqualified stock option, a participant generally will recognize compensation taxable
as ordinary income in an amount equal to the difference between the fair market value of the shares underlying the stock option
on the date of exercise and the exercise price of the stock option. When a participant sells the shares, the participant will
have short-term or long-term capital gain or loss, as the case may be, equal to the difference between the amount the participant
received from the sale and the tax basis of the shares sold. The tax basis of the shares generally will be equal to the greater
of the fair market value of the shares on the exercise date or the exercise price of the stock option.
Incentive
Stock Options. A participant generally will not recognize taxable income upon the grant of an incentive stock option.
If a participant exercises an incentive stock option during employment or within three months after employment ends (12 months
in the case of permanent and total disability), the participant will not recognize taxable income at the time of exercise for
regular U.S. federal income tax purposes (although the participant generally will have taxable income for alternative minimum
tax purposes at that time as if the stock option were a nonqualified stock option). If a participant sells or otherwise disposes
of the shares acquired upon exercise of an incentive stock option after the later of (1) one year from the date the participant
exercised the option and (2) two years from the grant date of the stock option, the participant generally will recognize long-term
capital gain or loss equal to the difference between the amount the participant received in the disposition and the exercise price
of the stock option. If a participant sells or otherwise disposes of shares acquired upon exercise of an incentive stock option
before these holding period requirements are satisfied, the disposition will constitute a “disqualifying disposition,”
and the participant generally will recognize taxable ordinary income in the year of disposition equal to the excess of the fair
market value of the shares on the date of exercise over the exercise price of the stock option (or, if less, the excess of the
amount realized on the disposition of the shares over the exercise price of the stock option). The balance of the participant’s
gain on a disqualifying disposition, if any, will be taxed as short-term or long-term capital gain, as the case may be.
With
respect to both nonqualified stock options and incentive stock options, special rules apply if a participant uses shares of common
stock already held by the participant to pay the exercise price or if the shares received upon exercise of the stock option are
subject to a substantial risk of forfeiture by the participant.
Stock
Appreciation Rights. A participant generally will not recognize taxable income upon the grant or vesting of a SAR
with a grant price at least equal to the fair market value of our common stock on the date of grant and no additional deferral
feature. Upon the exercise of a SAR, a participant generally will recognize compensation taxable as ordinary income in an amount
equal to the difference between the fair market value of the shares underlying the SAR on the date of exercise and the grant price
of the SAR.
Restricted
Stock Awards, Restricted Stock Units, and Performance Awards. A participant generally will not have taxable income
upon the grant of restricted stock, RSUs or performance awards. Instead, the participant will recognize ordinary income at the
time of vesting or payout equal to the fair market value (on the vesting or payout date) of the shares or cash received minus
any amount paid. For restricted stock only, a participant may instead elect to be taxed at the time of grant.
Other
Stock or Cash-Based Awards. The U.S. federal income tax consequences of other stock- or cash- based awards will
depend upon the specific terms and conditions of each award.
Tax
Consequences to the Company. In the foregoing cases, we generally will be entitled to a deduction at the same time,
and in the same amount, as a participant recognizes ordinary income, subject to certain limitations imposed under the Code.
Code
Section 409A. We intend that awards granted under the 2014 Plan will comply with, or otherwise be exempt from,
Code Section 409A, but make no representation or warranty to that effect.
Tax
Withholding. We are authorized to deduct or withhold from any award granted or payment due under the 2014 Plan,
or require a participant to remit to us, the amount of any withholding taxes due in respect of the award or payment and to take
such other action as may be necessary to satisfy all obligations for the payment of applicable withholding taxes. We are not required
to issue any shares of common stock or otherwise settle an award under the 2014 Plan until all tax withholding obligations are
satisfied.”
This
material is being released to stockholders on or about February 28, 2020, and should be read together with the Proxy Statement.
IMPORTANT NOTICE
REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 6, 2020 AT 9:30 A.M.
EST.
The Proxy Statement,
this Supplement, and the 2019 annual report on Form 10-K are available at
www.relmada.com
or www.proxyvote.com