Underwriters
and Agents; Direct Sales
If
underwriters are used in a sale, they will acquire the offered securities for their own account and may resell the offered securities
from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying
prices determined at the time of sale. We may offer the securities to the public through underwriting syndicates represented by
managing underwriters or by underwriters without a syndicate.
Unless
the prospectus supplement states otherwise, the obligations of the underwriters to purchase the securities will be subject to
the conditions set forth in the applicable underwriting agreement. Subject to certain conditions, the underwriters will be obligated
to purchase all of the securities offered by the prospectus supplement, other than securities covered by any over-allotment option.
Any public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may change from time to time.
We may use underwriters with whom we have a material relationship. We will describe in the prospectus supplement, naming the underwriter,
the nature of any such relationship.
We
may sell securities directly or through agents we designate from time to time. We will name any agent involved in the offering
and sale of securities, and we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus
supplement states otherwise, our agent will act on a best-efforts basis for the period of its appointment.
We
may authorize agents or underwriters to solicit offers by certain types of institutional investors to purchase securities from
us at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment
and delivery on a specified date in the future. We will describe the conditions to these contracts and the commissions we must
pay for solicitation of these contracts in the prospectus supplement.
Dealers
We
may sell the offered securities to dealers as principals. The dealer may then resell such securities to the public either at varying
prices to be determined by the dealer or at a fixed offering price agreed to with us at the time of resale.
Institutional
Purchasers
We
may authorize agents, dealers or underwriters to solicit certain institutional investors to purchase offered securities on a delayed
delivery basis pursuant to delayed delivery contracts providing for payment and delivery on a specified future date. The applicable
prospectus supplement or other offering materials, as the case may be, will provide the details of any such arrangement, including
the offering price and commissions payable on the solicitations.
We
will enter into such delayed contracts only with institutional purchasers that we approve. These institutions may include commercial
and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions.
Indemnification;
Other Relationships
We
may provide agents, underwriters, dealers and remarketing firms with indemnification against certain civil liabilities, including
liabilities under the Securities Act, or contribution with respect to payments that the agents or underwriters may make with respect
to these liabilities. Agents, underwriters, dealers and remarketing firms, and their affiliates, may engage in transactions with,
or perform services for, us in the ordinary course of business. This includes commercial banking and investment banking transactions.
Market-Making;
Stabilization and Other Transactions
There
is currently no market for any of the offered securities, other than our common stock, which is quoted on the Nasdaq Global Select
Market. If the offered securities are traded after their initial issuance, they may trade at a discount from their initial offering
price, depending upon prevailing interest rates, the market for similar securities and other factors. While it is possible that
an underwriter could inform us that it intends to make a market in the offered securities, such underwriter would not be obligated
to do so, and any such market-making could be discontinued at any time without notice. Therefore, no assurance can be given as
to whether an active trading market will develop for the offered securities. We have no current plans for listing of the preferred
stock, warrants or subscription rights on any securities exchange or quotation system; any such listing with respect to any particular
preferred stock, warrants or subscription rights will be described in the applicable prospectus supplement or other offering materials,
as the case may be.
Any
underwriter may engage in over-allotment, stabilizing transactions, short-covering transactions and penalty bids in accordance
with Regulation M under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Over-allotment involves sales in
excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security
so long as the stabilizing bids do not exceed a specified maximum price. Syndicate-covering or other short-covering transactions
involve purchases of the securities, either through exercise of the over-allotment option or in the open market after the distribution
is completed, to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when
the securities originally sold by the dealer are purchased in a stabilizing or covering transaction to cover short positions.
Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced, the underwriters
may discontinue any of the activities at any time.
Any
underwriters or agents that are qualified market makers on the Nasdaq Global Select Market may engage in passive market making
transactions in our common stock on the Nasdaq Global Select Market in accordance with Regulation M under the Exchange Act, during
the business day prior to the pricing of the offering, before the commencement of offers or sales of our common stock. Passive
market makers must comply with applicable volume and price limitations and must be identified as passive market makers. In general,
a passive market maker must display its bid at a price not in excess of the highest independent bid for such security; if all
independent bids are lowered below the passive market maker’s bid, however, the passive market maker’s bid must then
be lowered when certain purchase limits are exceeded. Passive market making may stabilize the market price of the securities at
a level above that which might otherwise prevail in the open market and, if commenced, may be discontinued at any time.
Fees
and Commissions
If
5% or more of the net proceeds of any offering of securities made under this prospectus will be received by a FINRA member participating
in the offering or affiliates or associated persons of such FINRA member, the offering will be conducted in accordance with FINRA
Rule 5121.
DESCRIPTION
OF SECURITIES WE MAY OFFER
General
This
prospectus describes the general terms of our capital stock. The following description is not complete and may not contain all
the information you should consider before investing in our capital stock. For a more detailed description of these securities,
you should read the applicable provisions of Nevada law and our amended and restated certificate of incorporation, referred to
herein as our certificate of incorporation, and our amended and restated bylaws, referred to herein as our bylaws. When we offer
to sell a particular series of these securities, we will describe the specific terms of the series in a supplement to this prospectus.
Accordingly, for a description of the terms of any series of securities, you must refer to both the prospectus supplement relating
to that series and the description of the securities described in this prospectus. To the extent the information contained in
the prospectus supplement differs from this summary description, you should rely on the information in the prospectus supplement.
We,
directly or through agents, dealers or underwriters designated from time to time, may offer, issue and sell, together or separately,
up to $250,000,000 in the aggregate of:
|
●
|
common
stock;
|
|
|
|
|
●
|
preferred
stock;
|
|
|
|
|
●
|
warrants
to purchase our securities;
|
|
|
|
|
●
|
subscription
rights to purchase our securities ;
|
|
|
|
|
●
|
depositary
shares ;
|
|
|
|
|
●
|
purchase
contracts; or
|
|
|
|
|
●
|
units
comprised of, or other combinations of, the foregoing securities.
|
The
preferred stock may also be exchangeable for and/or convertible into shares of common stock, another series of preferred stock
or other securities that may be sold by us pursuant to this prospectus or any combination of the foregoing. When a particular
series of securities is offered, a supplement to this prospectus will be delivered with this prospectus, which will set forth
the terms of the offering and sale of the offered securities.
Authorized
Capital Stock; Issued and Outstanding Capital Stock
On
September 27, 2019, we completed a 1-for-4 reverse stock split; all share and per share numbers in this prospectus and any prospectus
supplement have been adjusted to give effect to such reverse split. We have authorized 250,000,000 shares of capital stock, par
value $0.001 per share, of which 50,000,000 are shares of common stock and 200,000,000 are shares of preferred stock, 3,500,000
of which are designated Class A Convertible Preferred Stock. As of August 5, 2020, there were 16,023,946 shares of common stock
issued and outstanding. There are no shares of preferred stock issued and outstanding. The authorized and unissued shares of common
stock and the authorized and undesignated shares of preferred stock are available for issuance without further action by our stockholders,
unless such action is required by applicable law or the rules of any stock exchange on which our securities may be listed. Unless
approval of our stockholders is so required, our board of directors does not intend to seek stockholder approval for the issuance
and sale of our common stock or preferred stock.
We
also have warrants that are outstanding, which are described below.
Common
Stock
The
holders of our common stock are entitled to one vote per share. Our certificate of incorporation does not provide for cumulative
voting. Our directors are divided into three classes. At each annual meeting of stockholders, directors elected to succeed those
directors whose terms expire are elected for a term of office to expire at the third succeeding annual meeting of stockholders
after their election. The holders of our common stock are entitled to receive ratably such dividends, if any, as may be declared
by our board of directors out of legally available funds. However, the current policy of our board of directors is to retain earnings,
if any, for operations and growth. Upon liquidation, dissolution or winding-up, the holders of our common stock are entitled to
share ratably in all assets that are legally available for distribution. The holders of our common stock have no preemptive, subscription
or conversion rights and there are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences
and privileges of holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of any
series of preferred stock, which may be designated solely by action of our board of directors and issued in the future.
On
October 10, 2019, our common stock started trading on the Nasdaq Capital Market under the symbol “RLMD.” On July 14,
2020, our common stock was uplisted to the Nasdaq Global Select Market and continues to trade under the symbol “RLMD.”
Preferred
Stock
Outstanding
Preferred Stock
As
of August 5, 2020, there were no shares of Class A Convertible Preferred Stock issued and outstanding.
The
rights and preferences of our Class A Convertible Preferred Stock include the following:
Liquidation
Preference
In
the event of any dissolution, liquidation or winding up of our Company, whether voluntary or involuntary, the holders of our Class
A Convertible Preferred Stock are entitled to participate in any distribution out of our assets of on an equal basis per share
with the holders of our common stock.
Dividends
The
Class A Convertible Preferred Stock is, with respect to dividend rights, entitled to two times the amount of any dividend granted
by our board of directors to the holders of our common stock.
Conversion
Optional
Conversion. Subject to certain exceptions, each share of Class A Convertible Preferred Stock is convertible at the option
of the holder and without the payment of additional consideration by the holder, at any time, into shares of our common stock
at a conversion rate of one share of our common stock for every one share of our Class A Convertible Preferred Stock. However,
a holder of our Class A Convertible Preferred Stock cannot convert shares of our Class A Convertible Preferred Stock to shares
of our common stock if such conversion would cause the holder or any “group” (within the meaning of Section 13(d)
of the Securities Exchange Act of 1934 (the “Exchange Act”) of which such holder is or deemed to be a part, to “beneficially
own” (within the meaning of Rule 13d-3 under the Exchange Act) more than 9.9% of the number of shares of our common stock
listed as outstanding by in our most recent public filing with the Commission prior to us receiving the conversion demand.
Automatic
Conversion. Subject to the limitation on conversion described above, on the first day of each month until there are no
shares of our Class A Convertible Preferred Stock outstanding, each share of our Class A Convertible Preferred Stock will convert
without the payment of additional consideration by a holder into shares of our common stock on the automatic conversion date at
a conversion rate of one share of our common stock for every one share of our Class A Convertible Preferred Stock.
Voting
The
holders of our Class A Convertible Preferred Stock are not entitled to vote on any matter submitted to a vote of the holders of
our common stock, including the election of directors.
Other
Series of Preferred Stock We May Issue
The
board of directors is authorized, subject to any limitations prescribed by law, without further vote or action by our stockholders,
to issue from time to time shares of preferred stock in one or more series. Each such series of preferred stock shall have such
number of shares, designations, preferences, voting powers, qualifications and special or relative rights or privileges as determined
by our board of directors, which may include, among others, dividend rights, voting rights, liquidation preferences, conversion
rights and preemptive rights. Issuance of preferred stock by our board of directors may result in such shares having dividend
and/or liquidation preferences senior to the rights of the holders of our common stock and could dilute the voting rights of the
holders of our common stock.
Prior
to the issuance of shares of each series of preferred stock, our board of directors is required by the Nevada Revised Law and
our amended and restated certificate of incorporation to adopt resolutions and file a certificate of designations with the Secretary
of State of the State of Nevada, which fixes for each class or series the designations, powers, preferences, rights, qualifications,
limitations and restrictions. We will file as an exhibit to the registration statement of which this prospectus is a part, or
will incorporate by reference from a current report on Form 8-K that we file with the Commission, the form of any certificate
of designations for the series of preferred stock we are offering before the issuance of the related series of preferred stock.
The prospectus supplement relating to any preferred stock that we may offer will contain the specific terms of the class or series
and of the offering, which terms may include the following:
|
●
|
the
title and stated value;
|
|
|
|
|
●
|
the
number of shares we are offering;
|
|
|
|
|
●
|
the
offering price;
|
|
|
|
|
●
|
the
number of shares constituting that series, which number may be increased or decreased (but not below the number of shares
then outstanding) from time to time by action of our board of directors;
|
|
|
|
|
●
|
the
dividend rate and the manner and frequency of payment of dividends on the shares of that series, whether dividends will be
cumulative, and, if so, from which date;
|
|
|
|
|
●
|
whether
that series will have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting
rights;
|
|
|
|
|
●
|
whether
that series will have conversion privileges, and, if so, the terms and conditions of such conversion, including provision
for adjustment of the conversion rate in such events as our board of directors may determine;
|
|
|
|
|
●
|
whether
or not the shares of that series will be redeemable, and, if so, the terms and conditions of such redemption;
|
|
|
|
|
●
|
whether
that series will have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount
of such sinking fund;
|
|
●
|
whether
or not the shares of the series will have priority over or be on a parity with or be junior to the shares of any other series
or class in any respect;
|
|
|
|
|
●
|
the
rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the
corporation, and the relative rights or priority, if any, of payment of shares of that series;
|
|
●
|
preemptive
rights, if any;
|
|
|
|
|
●
|
restrictions
on transfer, sale or other assignment, if any;
|
|
|
|
|
●
|
whether
interests in the preferred stock will be represented by depositary shares;
|
|
|
|
|
●
|
a
discussion of any material or special United States federal income tax considerations applicable to the preferred stock;
|
|
|
|
|
●
|
any
limitations on issuance of any class or series of preferred stock ranking senior to or on a parity with the series of preferred
stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; and
|
|
|
|
|
●
|
any
other relative rights, preferences and limitations of that series.
|
Once
designated by our board of directors, each series of preferred stock may have specific financial and other terms that will be
described in a prospectus supplement. The description of the preferred stock that is set forth in any prospectus supplement is
not complete without reference to the documents that govern the preferred stock. These include our amended and restated certificate
of incorporation and any certificates of designation that our board of directors may adopt.
All
shares of our preferred stock will, when issued, be fully paid and non-assessable, including shares of our preferred stock issued
upon the exercise of preferred stock warrants or subscription rights, if any.
Our
board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect
the voting power or other rights of the holders of our common stock. Preferred stock could be issued quickly with terms designed
to delay or prevent a change in control of our Company or make removal of management more difficult. Additionally, the issuance
of preferred stock could have the effect of decreasing the market price of our common stock.
Although
our board of directors has no intention at the present time of doing so, it could authorize the issuance of a series of preferred
stock that could, depending on the terms of such series, impede the completion of a merger, tender offer or other takeover attempt.
Warrants
We
may issue warrants to purchase our securities or other rights, including rights to receive payment in cash or securities based
on the value, rate or price of one or more specified commodities, currencies, securities or indices, or any combination of the
foregoing. Warrants may be issued independently or together with any other securities that may be sold by us pursuant to this
prospectus or any combination of the foregoing and may be attached to, or separate from, such securities. To the extent warrants
that we issue are to be publicly-traded, each series of such warrants will be issued under a separate warrant agreement to be
entered into between us and a warrant agent.
We
will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from
a current report on Form 8-K that we file with the Commission, forms of the warrant and warrant agreement, if any. The prospectus
supplement relating to any warrants that we may offer will contain the specific terms of the warrants and a description of the
material provisions of the applicable warrant agreement, if any. These terms may include the following:
|
●
|
the
title of the warrants;
|
|
|
|
|
●
|
the
aggregate number of warrants;
|
|
●
|
the
price or prices at which the warrants will be offered;
|
|
|
|
|
●
|
the
designation, amount and terms of the securities or other rights for which the warrants are exercisable;
|
|
|
|
|
●
|
the
designation and terms of the other securities, if any, with which the warrants are to be issued and the number of warrants
issued with each other security;
|
|
|
|
|
●
|
if
applicable, the date on and after which the warrants and the related securities will be separately transferable;
|
|
|
|
|
●
|
the
price or prices at which the securities or other rights purchasable upon exercise of the warrants may be purchased;
|
|
|
|
|
●
|
any
provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise price
of the warrants;
|
|
|
|
|
●
|
the
manner of exercise of the warrants, including any cashless exercise rights;
|
|
|
|
|
●
|
the
terms of any rights of us to redeem or call the warrants;
|
|
|
|
|
●
|
the
identities of any warrant agent and any calculation or other agent for the warrants;
|
|
|
|
|
●
|
a
discussion of any material U.S. federal income tax considerations applicable to the exercise of the warrants;
|
|
|
|
|
●
|
the
date on which the right to exercise the warrants will commence, and the date on which the right will expire;
|
|
|
|
|
●
|
If
any, the maximum or minimum number of warrants that may be exercised at any time;
|
|
|
|
|
●
|
information
with respect to book-entry procedures, if any; and
|
|
|
|
|
●
|
any
other terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.
|
Exercise
of Warrants. Each warrant will entitle the holder of warrants to purchase the amount of securities or other rights, at the
exercise price stated or determinable in the prospectus supplement for the warrants. Warrants may be exercised at any time up
to the close of business on the expiration date shown in the applicable prospectus supplement, unless otherwise specified in such
prospectus supplement. After the close of business on the expiration date, if applicable, unexercised warrants will become void.
Warrants may be exercised in the manner described in the applicable prospectus supplement. When the warrant holder makes the payment
and properly completes and signs the warrant certificate at the corporate trust office of the warrant agent, if any, or any other
office indicated in the prospectus supplement, we will, as soon as possible, forward the securities or other rights that the warrant
holder has purchased. If the warrant holder exercises less than all of the warrants represented by the warrant certificate, we
will issue a new warrant certificate for the remaining warrants.
Enforceability
of Rights By Holders of Warrants. Any warrant agent will act solely as our agent under the applicable warrant agreement and
will not assume any obligation or relationship of agency or trust with any holder of any warrant. A single bank or trust company
may act as warrant agent for more than one issue of warrants. A warrant agent will have no duty or responsibility in case of any
default by us under the applicable warrant agreement or warrant, including any duty or responsibility to initiate any proceedings
at law or otherwise, or to make any demand upon us. Any holder of a warrant may, without the consent of the related warrant agent
or the holder of any other warrant, enforce by appropriate legal action the holder’s right to exercise, and receive the
securities purchasable upon exercise of, its warrants in accordance with their terms.
Warrant
Agreement Will Not Be Qualified Under Trust Indenture Act. No warrant agreement will be qualified as an indenture, and no
warrant agent will be required to qualify as a trustee, under the Trust Indenture Act. Therefore, holders of warrants issued under
a warrant agreement will not have the protection of the Trust Indenture Act with respect to their warrants.
Outstanding
Warrants
Series
A Preferred Warrants
In
connection with our sale of Series A preferred stock and 8% senior subordinated unsecured convertible notes in 2012 and 2013,
we sold to the purchasers 124,610 warrants to purchase common stock at an exercise price of $16.00 per share (the “Series
A Preferred Warrants”). As of August 3, 2020, there were 8,833 Series A Preferred Warrants outstanding. The Series A Preferred
Warrants have a seven-year term from their issuance dates, which occurred between July 10, 2012 and September 26, 2013. The exercise
price of the Series A Preferred Warrants is subject to adjustment upon certain events. If we at any time while the Series A Preferred
Warrants remain outstanding and unexpired shall declare a dividend or make a distribution on the outstanding common stock payable
in shares of its capital stock, or split, subdivide or combine the common stock into a different number of securities of the same
class, the exercise price for the Series A Preferred Warrants shall be proportionately decreased in the case of a dividend, split
or subdivision or proportionately increased in the case of a combination. The Series A Preferred Warrants contained an anti-dilution
provision that was eliminated upon the Company going public.
Notes
Warrants
In
connection with our 2012 and 2013 notes financing, we sold to the purchasers 14,063 warrants to purchase common stock at an exercise
price of $16.00 per share. The note warrants have a seven-year term from their issuance dates and have substantially the same
terms as the Series A Preferred Warrants (as described above). As of August 3, 2020 there were 846 of these warrants to purchase
common stock outstanding.
Advisory
Firm Warrants
In
connection with an agreement with an advisory firm, we issued to such advisory firm warrants (“Advisory Firm Warrants”)
to purchase 12% of the fully diluted shares of Relmada, or 432,790 shares of common stock. As of August 3, 2020 there were 0 Advisory
Firm Warrants outstanding. The Advisory Firm Warrants are exercisable at $0.004 per share, provide for cashless exercise and expire
seven years after the date of issuance. Shares purchased by exercise of the Advisory Firm Warrants have unlimited piggyback registration
rights should we have a public offering registered with the Commission and are subject to lock-ups, if any, required by SEC regulations
or other applicable law, or by investors.
Placement
Agent Warrants
In
connection with our sale of Series A preferred stock and 8% senior subordinated unsecured convertible notes in 2012 and 2013,
we issued to a placement agent warrants to purchase 62,500 shares of common stock at an exercise price of $16.00 per share (the
“Placement Agent Warrants”). As of August 3, 2020 there were 1,892 of these warrants to purchase common stock outstanding.
These Placement Agent Warrants include a cashless exercise provision and have substantially the same terms as the Series A Preferred
Warrants.
In
connection with the 2013 notes financing, the placement agent or its designees also received warrants to purchase 7,032 shares
of our common stock at a price of $16.00 per share. As of August 3, 2020 there were 4,219 of these warrants to purchase common
stock outstanding.
In
connection with our merger with Medeor in December 2013, we issued to a placement agent 10,003 warrants exercisable for shares
of our common stock at an exercise price of $22.00 per share. As of August 3, 2020 there were 2,014 of these warrants to purchase
common stock outstanding.
2017
Note Warrants
In
connection with our sale of notes in 2017, we sold to the purchasers an aggregate of 1,200,826 warrants to purchase common
stock at an exercise price of $6.00 per share (the “Note Warrants”). As of August 3, 2020, there were 535,822 of these
2017 Note Warrants outstanding. In connection with our sale of notes in 2017, we issued to a placement agent warrants to purchase
201,000 shares of common stock at an exercise price of $6.60 per share. As of August 3, 2020 there are 151,589 warrants to purchase
common stock outstanding. The 2017 Note Warrants have a seven-year term from their respective issuance dates. There is no cashless
exercise provision.
2018
Warrants
In
connection with our sale of units in October 2018, November 2018, December 2018 and February 2019, we sold to the purchasers an
aggregate of 1,184,336 warrants to purchase common stock at an exercise price of $6.00 per share, and an additional 213,585 warrants
to purchase common stock at an exercise price of $3.96 per share were issued to the placement agent (the “2018 Warrants”).
As of August 3, 2020, there were 1,032,799 of these 2018 Warrants outstanding. The 2018 Warrants have a five-year term from their
respective issuance dates. There is no cashless exercise provision.
2019
Warrants
In
connection with our sale of units in March 2019, we sold to a single investor 89,286 warrants (“March 2019 Warrants”)
to purchase common stock at an exercise price of $9.00 per share. As of August 3, 2020, there were 89,286 of these March 2019
Warrants outstanding. The March 2019 Warrants have a five-year term from their respective issuance dates. There is no cashless
exercise provision.
In
connection with our sale of units in May and June 2019, we sold to the purchasers 987,280 warrants to purchase common stock at
an exercise price of $9.00 per share. An additional 90,697 warrants to purchase common stock at an exercise price of $6.60 per
share and 53,118 warrants to purchase common stock at an exercise price of $9.00 per share were issued to placement agents. As
of August 3, 2020, 577,603 warrants with an exercise price of $9.00 and 72,557 warrants with an exercise price of $6.60 were outstanding.
The warrants have a five-year term from their respective issuance dates. There is no cashless exercise provision.
Additional
Warrants
An
additional 338,883 warrants have been issued to employees and consultants and as of August 3_, 2020, there were 259,581 of these
warrants outstanding. These warrants have a weighted average exercise price of $17.66.
Subscription
Rights
We
may issue rights to purchase our securities. The rights may or may not be transferable by the persons purchasing or receiving
the rights. In connection with any rights offering, we may enter into a standby underwriting or other arrangement with one or
more underwriters or other persons pursuant to which such underwriters or other persons would purchase any offered securities
remaining unsubscribed for after such rights offering. In connection with a rights offering to holders of our capital stock a
prospectus supplement will be distributed to such holders on the record date for receiving rights in the rights offering set by
us.
We
will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from
a current report on Form 8-K that we file with the Commission, forms of the subscription rights, standby underwriting agreement
or other agreements, if any. The prospectus supplement relating to any rights that we offer will include specific terms relating
to the offering, including, among other matters:
|
●
|
the
date of determining the security holders entitled to the rights distribution;
|
|
|
|
|
●
|
the
aggregate number of rights issued and the aggregate amount of securities purchasable upon exercise of the rights;
|
|
|
|
|
●
|
the
exercise price;
|
|
●
|
the
aggregate number of rights to be issued;
|
|
|
|
|
●
|
the
date, if any, on and after which the rights will be separately transferable;
|
|
|
|
|
●
|
the
conditions to completion of the rights offering;
|
|
|
|
|
●
|
the
date on which the right to exercise the rights will commence and the date on which the rights will expire;
|
|
|
|
|
●
|
any
applicable federal income tax considerations; and
|
|
|
|
|
●
|
any
other terms of the rights, including terms, procedures and limitations relating to the distribution, exchange and exercise
of the rights.
|
Each
right would entitle the holder of the rights to purchase the principal amount of securities at the exercise price set forth in
the applicable prospectus supplement. Rights may be exercised at any time up to the close of business on the expiration date for
the rights provided in the applicable prospectus supplement. After the close of business on the expiration date, all unexercised
rights will become void.
Holders
may exercise rights as described in the applicable prospectus supplement. Upon receipt of payment and the rights certificate properly
completed and duly executed at the corporate trust office of the rights agent, if any, or any other office indicated in the prospectus
supplement, we will, as soon as practicable, forward the securities purchasable upon exercise of the rights. If less than all
of the rights issued in any rights offering are exercised, we may offer any unsubscribed securities directly to persons other
than stockholders, to or through agents, underwriters or dealers or through a combination of such methods, including pursuant
to standby underwriting arrangements, as described in the applicable prospectus supplement.
Depositary
Shares
General.
We may offer fractional shares of preferred stock, rather than full shares of preferred stock. If we decide to offer fractional
shares of our preferred stock, we will issue receipts for depositary shares. Each depositary share will represent a fraction of
a share of a particular series of our preferred stock, and the applicable prospectus supplement will indicate that fraction. The
shares of preferred stock represented by depositary shares will be deposited under a deposit agreement between us and a depositary
that is a bank or trust company that meets certain requirements and is selected by us. The depositary will be specified in the
applicable prospectus supplement. Each owner of a depositary share will be entitled to all of the rights and preferences of the
preferred stock represented by the depositary share. The depositary shares will be evidenced by depositary receipts issued pursuant
to the deposit agreement. Depositary receipts will be distributed to those persons purchasing the fractional shares of our preferred
stock in accordance with the terms of the offering. We will file as exhibits to the registration statement of which this prospectus
is a part, or will incorporate by reference from a current report on Form 8-K that we file with the Commission, forms of the deposit
agreement, form of certificate of designation of underlying preferred stock, form of depositary receipts and any other related
agreements.
Dividends
and Other Distributions. The depositary will distribute all cash dividends or other cash distributions received by
it in respect of the preferred stock to the record holders of depositary shares relating to such preferred shares in proportion
to the numbers of depositary shares held on the relevant record date.
In
the event of a distribution other than in cash, the depositary will distribute securities or property received by it to the record
holders of depositary shares in proportion to the numbers of depositary shares held on the relevant record date, unless the depositary
determines that it is not feasible to make such distribution. In that case, the depositary may make the distribution by such method
as it deems equitable and practicable. One such possible method is for the depositary to sell the securities or property and then
distribute the net proceeds from the sale as provided in the case of a cash distribution.
Redemption
of Depositary Shares. Whenever we redeem the preferred stock, the depositary will redeem a number of depositary shares
representing the same number of shares of preferred stock so redeemed. If fewer than all of the depositary shares are to be redeemed,
the depositary shares to be redeemed will be selected by lot, pro rata or by any other equitable method as the depositary may
determine.
Voting
of Underlying Shares. Upon receipt of notice of any meeting at which the holders of our preferred stock of any series are
entitled to vote, the depositary will mail the information contained in the notice of the meeting to the record holders of the
depositary shares relating to that series of preferred stock. Each record holder of the depositary shares on the record date will
be entitled to instruct the depositary as to the exercise of the voting rights represented by the number of shares of preferred
stock underlying the holder’s depositary shares. The depositary will endeavor, to the extent it is practical to do so, to
vote the number of whole shares of preferred stock underlying such depositary shares in accordance with such instructions. We
will agree to take all action that the depositary may deem reasonably necessary in order to enable the depositary to do so. To
the extent the depositary does not receive specific instructions from the holders of depositary shares relating to such preferred
shares, it will abstain from voting such shares of preferred stock.
Withdrawal
of Shares. Upon surrender of depositary receipts representing any number of whole shares at the depositary’s office,
unless the related depositary shares previously have been called for redemption, the holder of the depositary shares evidenced
by the depositary receipts will be entitled to delivery of the number of whole shares of the related series of preferred stock
and all money and other property, if any, underlying such depositary shares. However, once such an exchange is made, the preferred
stock cannot thereafter be re-deposited in exchange for depositary shares. Holders of depositary shares will be entitled to receive
whole shares of the related series of preferred stock on the basis set forth in the applicable prospectus supplement. If the depositary
receipts delivered by the holder evidence a number of depositary shares representing more than the number of whole shares of preferred
stock of the related series to be withdrawn, the depositary will deliver to the holder at the same time a new depositary receipt
evidencing the excess number of depositary shares.
Amendment
and Termination of Depositary Agreement. The form of depositary receipt evidencing the depositary shares and any provision
of the applicable depositary agreement may at any time be amended by agreement between us and the depositary. We may, with the
consent of the depositary, amend the depositary agreement from time to time in any manner that we desire. However, if the amendment
would materially and adversely alter the rights of the existing holders of depositary shares, the amendment would need to be approved
by the holders of at least a majority of the depositary shares then outstanding.
The
depositary agreement may be terminated by us or the depositary if:
|
●
|
all
outstanding depositary shares have been redeemed; or
|
|
|
|
|
●
|
there
has been a final distribution in respect of the shares of preferred stock of the applicable series in connection with our
liquidation, dissolution or winding up and such distribution has been made to the holders of depositary receipts.
|
Resignation
and Removal of Depositary. The depositary may resign at any time by delivering to us notice of its election to do so. We may
remove a depositary at any time. Any resignation or removal will take effect upon the appointment of a successor depositary and
its acceptance of appointment.
Charges
of Depositary. We will pay all transfer and other taxes and governmental charges arising solely from the existence of any
depositary arrangements. We will pay all charges of each depositary in connection with the initial deposit of the preferred shares
of any series, the initial issuance of the depositary shares, any redemption of such preferred shares and any withdrawals of such
preferred shares by holders of depositary shares. Holders of depositary shares will be required to pay any other transfer taxes.
Notices.
Each depositary will forward to the holders of the applicable depositary shares all notices, reports and communications from us
which are delivered to such depositary and which we are required to furnish the holders of the preferred stock represented by
such depositary shares.
Miscellaneous.
The depositary agreement may contain provisions that limit our liability and the liability of the depositary to the holders of
depositary shares. Both the depositary and we are also entitled to an indemnity from the holders of the depositary shares prior
to bringing, or defending against, any legal proceeding. We or any depositary may rely upon written advice of counsel or accountants,
or information provided by persons presenting preferred shares for deposit, holders of depositary shares or other persons believed
by us to be competent and on documents believed by us or them to be genuine.
Purchase
Contracts
We
may issue purchase contracts, representing contracts obligating holders to purchase from us, and us to sell to the holders, a
specific or varying number of common stock, preferred stock, warrants, depositary shares or any combination of the above, at a
future date or dates. Alternatively, the purchase contracts may obligate us to purchase from holders, and obligate holders to
sell to us, a specific or varying number of common stock, preferred stock, warrants, depositary shares, or any combination of
the above. The price of the securities and other property subject to the purchase contracts may be fixed at the time the purchase
contracts are issued or may be determined by reference to a specific formula set forth in the purchase contracts. The purchase
contracts may be issued separately or as a part of a unit that consists of (a) a purchase contract and (b) one or more of the
other securities that may be sold by us pursuant to this prospectus or any combination of the foregoing, which may secure the
holders’ obligations to purchase the securities under the purchase contract. The purchase contracts may require us to make
periodic payments to the holders or require the holders to make periodic payments to us. These payments may be unsecured or prefunded
and may be paid on a current or on a deferred basis. The purchase contracts may require holders to secure their obligations under
the contracts in a manner specified in the applicable prospectus supplement.
We
will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from
a current report on Form 8-K that we file with the Commission, forms of the purchase contracts and purchase contract agreement,
if any. The applicable prospectus supplement will describe the terms of any purchase contracts in respect of which this prospectus
is being delivered, including, to the extent applicable, the following:
|
●
|
whether
the purchase contracts obligate the holder or us to purchase or sell, or both purchase and sell, the securities subject to
purchase under the purchase contract, and the nature and amount of each of those securities, or the method of determining
those amounts;
|
|
|
|
|
●
|
whether
the purchase contracts are to be prepaid or not;
|
|
|
|
|
●
|
whether
the purchase contracts are to be settled by delivery, or by reference or linkage to the value, performance or level of the
securities subject to purchase under the purchase contract;
|
|
|
|
|
●
|
any
acceleration, cancellation, termination or other provisions relating to the settlement of the purchase contracts;
|
|
|
|
|
●
|
whether
the purchase contracts will be issued in fully registered or global form; and
|
|
|
|
|
●
|
any
applicable federal income tax considerations; and
|
Units
We
may issue units consisting of any combination of the other types of securities offered under this prospectus in one or more series.
We may evidence each series of units by unit certificates that we may issue under a separate agreement. We may enter into unit
agreements with a unit agent. Each unit agent, if any, may be a bank or trust company that we select. We will indicate the name
and address of the unit agent, if any, in the applicable prospectus supplement relating to a particular series of units. Specific
unit agreements, if any, will contain additional important terms and provisions. We will file as an exhibit to the registration
statement of which this prospectus is a part, or will incorporate by reference from a current report that we file with the Commission,
the form of unit and the form of each unit agreement, if any, relating to units offered under this prospectus.
If
we offer any units, certain terms of that series of units will be described in the applicable prospectus supplement, including,
without limitation, the following, as applicable
|
●
|
the
title of the series of units;
|
|
|
|
|
●
|
identification
and description of the separate constituent securities comprising the units;
|
|
|
|
|
●
|
the
price or prices at which the units will be issued;
|
|
|
|
|
●
|
the
date, if any, on and after which the constituent securities comprising the units will be separately transferable;
|
|
|
|
|
●
|
a
discussion of certain United States federal income tax considerations applicable to the units; and
|
|
|
|
|
●
|
any
other material terms of the units and their constituent securities.
|
Forum
for Adjudication of Disputes
Pursuant
to our bylaws, to the fullest extent permitted by law, and unless we consent in writing to the selection of an alternative forum,
the Eighth Judicial District Court of Clark County, Nevada, shall be the sole and exclusive forum for any stockholder (including
a beneficial owner of stock) to bring (a) any derivative action or proceeding brought in the name or right of the Company or on
our behalf, (b) any action asserting a claim of, or a claim based on, breach of any fiduciary duty owed by any current or former
director, officer, employee, agent or stockholder of the Company to the Company or the Company’s stockholders, (c) any action
arising or asserting a claim arising pursuant to any provision of NRS Chapters 78 or 92A or any provision of the Articles of Incorporation
or our Bylaws or (d) any action asserting a claim against us or any current or former director, officer, employee or stockholder
(including a beneficial owner of stock) governed by the internal affairs doctrine, including, without limitation, any action to
interpret, apply, enforce or determine the validity of the Articles of Incorporation or our Bylaws. To the fullest extent permitted
by law, our forum selection provision applies to actions arising under the Securities Act or Exchange Act. Section 27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act
or the rules and regulations thereunder. The Company does not intend for its exclusive forum jurisdiction provision to apply to
Exchange Act claims.
Anti-takeover
Effects of Our Articles of Incorporation and By-laws
Our
Articles of Incorporation and Bylaws contain certain provisions that may have anti-takeover effects, making it more difficult
for or preventing a third party from acquiring control of our Company or changing our Board of Directors and management. According
to our Bylaws and Articles of Incorporation, neither the holders of our common stock nor the holders of our preferred stock have
cumulative voting rights in the election of our directors. The combination of the present ownership by a few stockholders of a
significant portion of our issued and outstanding common stock and lack of cumulative voting makes it more difficult for other
stockholders to replace our Board of Directors or for a third party to obtain control of our Company by replacing our Board of
Directors.
Anti-takeover
Effects of Nevada Law
Business
Combinations
The
“business combination” provisions of Sections 78.411 to 78.444, inclusive, of the Nevada Revised Statutes, or NRS,
generally prohibit a Nevada corporation with at least 200 stockholders of record, a “resident domestic corporation,”
from engaging in various “combination” transactions with any “interested stockholder” unless certain conditions
are met or the corporation has elected in its articles of incorporation to not be subject to these provisions.
A
“combination” is generally defined to include (a) a merger or consolidation of the resident domestic corporation or
any subsidiary of the resident domestic corporation with the interested stockholder or affiliate or associate of the interested
stockholder; (b) any sale, lease, exchange, mortgage, pledge, transfer, or other disposition, in one transaction or a series of
transactions, by the resident domestic corporation or any subsidiary of the resident domestic corporation to or with the interested
stockholder or affiliate or associate of the interested stockholder having: (i) an aggregate market value equal to 5% or more
of the aggregate market value of the assets of the resident domestic corporation, (ii) an aggregate market value equal to 5% or
more of the aggregate market value of all outstanding shares of the resident domestic corporation, or (iii) 10% or more of the
earning power or net income of the resident domestic corporation; (c) the issuance or transfer in one transaction or series of
transactions of shares of the resident domestic corporation or any subsidiary of the resident domestic corporation having an aggregate
market value equal to 5% or more of the resident domestic corporation to the interested stockholder or affiliate or associate
of the interested stockholder; and (d) certain other transactions with an interested stockholder or affiliate or associate of
the interested stockholder.
An
“interested stockholder” is generally defined as a person who, together with affiliates and associates, owns (or within
three years, did own) 10% or more of a corporation’s voting stock. An “affiliate” of the interested stockholder
is any person that directly or indirectly through one or more intermediaries is controlled by or is under common control with
the interested stockholder. An “associate” of an interested stockholder is any (a) corporation or organization of
which the interested stockholder is an officer or partner or is directly or indirectly the beneficial owner of 10% or more of
any class of voting shares of such corporation or organization; (b) trust or other estate in which the interested stockholder
has a substantial beneficial interest or as to which the interested stockholder serves as trustee or in a similar fiduciary capacity;
or (c) relative or spouse of the interested stockholder, or any relative of the spouse of the interested stockholder, who has
the same home as the interested stockholder.
If
applicable, the prohibition is for a period of two years after the date of the transaction in which the person became an interested
stockholder, unless such transaction is approved by the board of directors prior to the date the interested stockholder obtained
such status; or the combination is approved by the board of directors and thereafter is approved at a meeting of the stockholders
by the affirmative vote of stockholders representing at least 60% of the outstanding voting power held by disinterested stockholders;
and extends beyond the expiration of the two-year period, unless (a) the combination was approved by the board of directors prior
to the person becoming an interested stockholder; (b) the transaction by which the person first became an interested stockholder
was approved by the board of directors before the person became an interested stockholder; (c) the transaction is approved by
the affirmative vote of a majority of the voting power held by disinterested stockholders at a meeting called for that purpose
no earlier than two years after the date the person first became an interested stockholder; or (d) if the consideration to be
paid to all stockholders other than the interested stockholder is, generally, at least equal to the highest of: (i) the highest
price per share paid by the interested stockholder within the three years immediately preceding the date of the announcement of
the combination or in the transaction in which it became an interested stockholder, whichever is higher, plus compounded interest
and less dividends paid, (ii) the market value per share of common shares on the date of announcement of the combination and the
date the interested stockholder acquired the shares, whichever is higher, plus compounded interest and less dividends paid, or
(iii) for holders of preferred stock, the highest liquidation value of the preferred stock, plus accrued dividends, if not included
in the liquidation value. With respect to (i) and (ii) above, the interest is compounded at the rate for one-year United States
Treasury obligations from time to time in effect.
Applicability
of the Nevada business combination law would discourage parties interested in taking control of our company if they cannot obtain
the approval of our board of directors. These provisions could prohibit or delay a merger or other takeover or change in control
attempt and, accordingly, may discourage attempts to acquire our company even though such a transaction may offer our stockholders
the opportunity to sell their stock at a price above the prevailing market price. The Company has elected to not be governed by
the Nevada business combination provisions.
Control
Share Acquisitions
The
“control share” provisions of Sections 78.378 to 78.3793, inclusive, of the NRS, apply to “issuing corporations,”
which are Nevada corporations with at least 200 stockholders of record, including at least 100 stockholders of record who are
Nevada residents, and which conduct business directly or indirectly in Nevada, unless the corporation has elected to not be subject
to these provisions.
The
control share statute prohibits an acquirer of shares of an issuing corporation, under certain circumstances, from voting its
shares of a corporation’s stock after crossing certain ownership threshold percentages, unless the acquirer obtains approval
of the target corporation’s disinterested stockholders. The statute specifies three thresholds: (a) one-fifth or more but
less than one-third, (b) one-third but less than a majority, and (c) a majority or more, of the outstanding voting power. Generally,
once a person acquires shares in excess of any of the thresholds, those shares and any additional shares acquired within 90 days
thereof become “control shares” and such control shares are deprived of the right to vote until disinterested stockholders
restore the right. These provisions also provide that if control shares are accorded full voting rights and the acquiring person
has acquired a majority or more of all voting power, all other stockholders who do not vote in favor of authorizing voting rights
to the control shares are entitled to demand payment for the fair value of their shares in accordance with statutory procedures
established for dissenters’ rights.
A
corporation may elect to not be governed by, or “opt out” of, the control share provisions by making an election in
its articles of incorporation or bylaws, provided that the opt-out election must be in place on the 10th day following the date
an acquiring person has acquired a controlling interest, that is, crossing any of the three thresholds described above. We have
opted out of the control share statutes, and, provided the “opt out” election remains in place, we will not be subject
to the control share statutes.
The
effect of the Nevada control share statute is that the acquiring person, and those acting in association with the acquiring person,
will obtain only such voting rights in the control shares as are conferred by a resolution of the stockholders at an annual or
special meeting. The Nevada control share law, if applicable, could have the effect of discouraging takeovers of our company.
Listing
Our
common stock is listed on The Nasdaq Global Select Market under the symbol “RLMD.”