Relmada Therapeutics (NASDAQ: RLMD) amends and restates top executive contracts

Rhea-AI Filing Summary

Relmada Therapeutics, Inc. reported that its Board of Directors approved amended and restated employment agreements for its executive officers on December 12, 2025. The updated contracts cover Chief Executive Officer Sergio Traversa, Chief Operating Officer Paul Kelly, Chief Financial Officer Maged Shenouda, and Chief Accounting and Compliance Officer Charles Ence, and are stated to become effective as of January 1, 2026. The company explains that, except for the revisions reflected in these new agreements, the material terms remain the same as those previously described in earlier SEC disclosures, and the complete agreements are filed as exhibits.

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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): December 12, 2025

RELMADA THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Nevada		001-39082		45-5401931
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2222 Ponce de Leon Blvd., Floor 3 Coral Gables, FL		33134
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (786) 629-1376

(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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of exchange on which registered
Common stock, $0.001 par value per share		RLMD		The NASDAQ Capital Market

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. ☐ 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 

On December 12, 2025, the Board of Directors the Board of Directors of Relmada Therapeutics, Inc. (the “Company”) approved an amended and restated employment agreement with each of its executive officers, each to become effective as of January 1, 2026. Except as described below, the material terms of each executive officer’s employment agreement, as amended, are unchanged from those described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 11, 2025, under the caption “Executive Compensation—Employment Agreements” (in the case of Sergio Traversa, Maged Shenouda and Charles Ence) or in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 6, 2025 (in the case of Paul Kelly), which descriptions are incorporated herein by reference,.

Sergio Traversa, Chief Executive Officer 

● Mr. Traversa’s salary will increase from $787,787 to $827,176 per year.

Paul Kelly, Chief Operating Officer

● Mr. Kelly’s salary will increase from $499,800 to $524,790 per year.

● In the event of termination other than for cause or resignation for good reason (other than as described in the next bullet), Mr. Kelly will be entitled to severance equal to twelve months of compensation (at the salary plus target bonus rate in effect as of the date of termination) payable in a lump sum.

● In the event of termination other than for cause or resignation for Good Reason, in each case during the 12-month period beginning on the date of a Change in Control (as defined in the Company’s 2021 Stock Option and Equity Incentive Plan, as amended), Mr. Kelly will be entitled to severance equal to 18 months of compensation (at the salary plus target bonus rate in effect as of the date of termination) payable in a lump sum.

● In either of the foregoing events, Mr. Kelly will be entitled to continuation of health benefits for twelve months.

Maged Shenouda (Chief Financial Officer)

● Mr. Shenouda’s salary will increase from $558,990 to 586,940 per year.

● In the event of termination other than for cause or resignation for good reason (other than as described in the next bullet), Mr. Shenouda will be entitled to severance equal to twelve months of compensation (at the salary plus target bonus rate in effect as of the date of termination) payable in a lump sum.

● In the event of termination other than for cause or resignation for Good Reason, in each case during the 12-month period beginning on the date of a Change in Control, Mr. Shenouda will be entitled to severance equal to 18 months of compensation (at the salary plus target bonus rate in effect as of the date of termination) payable in a lump sum.

● In either of the foregoing events, Mr. Shenouda will be entitled to continuation of health benefits for the longer of twelve months or until he becomes eligible for Medicare coverage (Part A or Part B) and is at least 65 years of age.

Charles Ence, Chief Accounting and Compliance Officer 

● Mr. Ence’s salary will increase from $548,990 to $576,440 per year.

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● In the event of termination other than for cause or resignation for good reason (other than as described in the next bullet), Mr. Ence will be entitled to severance equal to twelve months of compensation (at the salary plus target bonus rate in effect as of the date of termination) payable in a lump sum.

● In the event of termination other than for cause or resignation for Good Reason, in each case during the 12-month period beginning on the date of a Change in Control, Mr. Ence will be entitled to severance equal to 18 months of compensation (at the salary plus target bonus rate in effect as of the date of termination) payable in a lump sum.

The foregoing descriptions (including the descriptions incorporated by reference) of each executive officer’s amended and restated employment agreement are qualified in their entirety by reference to the full text of each such agreement, copies of which are filed as Exhibits 10.1 through 10.4 to this Current Report on Form 8-K and are incorporated herein by reference. 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1*		Amended and Restated Employment Agreement, effective as of January 1, 2026, between Relmada Therapeutics, Inc. and Sergio Traversa
10.2*		Amended and Restated Employment Agreement, effective as of January 1, 2026, between Relmada Therapeutics, Inc. and Paul Kelly
10.3*		Amended and Restated Employment Agreement, effective as of January 1, 2026, between Relmada Therapeutics, Inc. and Maged Shenouda
10.4*		Amended and Restated Employment Agreement, effective as of January 1, 2025, between Relmada Therapeutics, Inc. and Charles Ence
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Furnished herewith

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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: December 15, 2025	RELMADA THERAPEUTICS, INC.
	By:	/s/ Sergio Traversa
	Name:	Sergio Traversa
	Title:	Chief Executive Officer

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FAQ

What corporate action did Relmada Therapeutics (RLMD) take regarding its executives?

Relmada Therapeutics approved amended and restated employment agreements for its executive officers on December 12, 2025. These agreements update the existing contracts governing the company’s senior leadership team.

Which Relmada Therapeutics (RLMD) executives are covered by the new employment agreements?

The amended and restated agreements apply to Chief Executive Officer Sergio Traversa, Chief Operating Officer Paul Kelly, Chief Financial Officer Maged Shenouda, and Chief Accounting and Compliance Officer Charles Ence.

When do the amended employment agreements for RLMD’s executives take effect?

The Board approved the new contracts on December 12, 2025, and they are stated to become effective as of January 1, 2026 for the company’s executive officers.

Did Relmada Therapeutics indicate major changes to the executives’ contract terms?

The company stated that, except as described in the new contracts, the material terms of each executive officer’s employment agreement are unchanged from those previously described in earlier SEC disclosures.

Where can investors find the full executive employment agreements for Relmada Therapeutics (RLMD)?

The complete amended and restated employment agreements for each executive officer are filed as Exhibits 10.1 through 10.4, which include the contracts for Traversa, Kelly, Shenouda, and Ence.

Which prior disclosures does Relmada Therapeutics reference for the original executive agreement terms?

The company refers to its definitive proxy statement filed on April 11, 2025 for the agreements of Sergio Traversa, Maged Shenouda, and Charles Ence, and to a filing dated January 6, 2025 for Paul Kelly’s agreement.