Current Report Filing (8-k)
March 09 2020 - 4:17PM
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):
March 6, 2020
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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880 Third Avenue, 12th Floor
New York, NY
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10022
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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 (212) 547-9591
(Former name or former address, if changed
since last report)
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. ☐
Securities registered pursuant to Section
12(b) of the Act:
Title
of each class
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Trading Symbol(s)
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Name
of exchange on
which registered
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Common stock
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RLMD
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Nasdaq
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Item 1.01 Entry into a Material Definitive
Agreement.
As
noted in Item 5.07 below, on March 6, 2020, the stockholders of Relmada Therapeutics, Inc. (the “Company”) approved
an amendment to the Company’s 2014 Stock Option and Equity Incentive Plan, as amended (the “Plan Amendment”),
to increase the number of shares of common stock that the Company is authorized to issue under the plan by 2.5 million shares.
A copy of the Plan Amendment is attached hereto as Exhibit 10.1.
Item 5.07. Submission of Matters to a Vote
of Security Holders.
On March 6, 2020,
Relmada Therapeutics, Inc. (the “Company”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”).
Of the 14,673,501 shares of the Company’s common stock outstanding and eligible to vote at the Annual Meeting, 10,384,409
shares, or approximately 70.8% of the eligible common stock, were present either in person or by proxy. All matters
submitted to a vote of the Company’s stockholders at the Annual Meeting were approved and the two director nominees were
elected. The final results of the matters voted on at the Annual Meeting are provided below.
Proposal 1:
The following individuals were elected as Class II directors each to hold office for the term described below or until his resignation,
or respective successor is elected and qualified:
Director Name
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For
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Withhold
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Broker
Non-Votes
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Charles J. Casamento (Class II, 36 month term)
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8,089,483
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1,254,891
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1,040,035
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Sergio Traversa (Class II, 36 month term)
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9,334,878
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9,496
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1,040,035
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Proposal 2:
Marcum LLP was ratified as the Company’s Independent Registered Public Accounting Firm for the fiscal year ended December
31, 2019.
For:
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10,354,374
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Against:
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175
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Abstained:
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29,860
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Proposal 3:
An amendment to the Company’s 2014 Stock Option and Equity Incentive Plan, as amended, to increase the number of shares authorized
to issue under the plan by 2.5 million shares was approved.
For:
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7,875,639
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Against:
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1,445,554
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Abstained:
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23,181
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Broker Non-Votes:
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1,040,035
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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: March 9, 2020
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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
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2
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