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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):
July 7, 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 (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):
| ☐ |
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 Global Select 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 1.02 Termination of a Material Definitive Agreement.
In January 2018, Relmada Therapeutics, Inc. (“Relmada,”
the “Company,” “we,” “us,” “our”) entered into a License Agreement (the “License
Agreement”) with Dr. Charles E. Inturrisi and Dr. Paolo Manfredi (collectively, the Licensor). Pursuant to the License Agreement,
Licensor granted Relmada a perpetual, worldwide, and exclusive license to commercialize Licensor’s rights, including patents and
patent applications, to esmethadone in the context of psychiatric use and certain further inventions regarding esmethadone in the context
of certain other indications. Relmada paid the Licensor an upfront, non-refundable license fee of $180,000. Additionally, we agreed
to pay Licensor $45,000 every three months until the earliest to occur of the following events: (i) the first commercial sale of
a licensed product anywhere in the world, (ii) the expiration or invalidation of the last to expire or be invalidated of the patent rights
anywhere in the world, or (iii) the termination of the License Agreement. Relmada also agreed to pay Licensor tiered royalties with a
maximum rate of 2%, decreasing to 1.75%, and 1.5% in certain circumstances, on net sales of licensed products covered
under the License Agreement. Relmada also agreed to pay Licensor tiered payments up to a maximum of 20%, and decreasing to 17.5%,
and 15% in certain circumstances, of all consideration received by Relmada for sublicenses granted under the License Agreement.
None of such events occurred, and the Company has been paying Licensor $45,000 every three months.
On July 7, 2025, the Company delivered to the
Licensor a formal notice of termination of the License Agreement, ending the Company’s participation in the previously announced
esmethadone development program. As a result of the notice of termination, all material obligations under the license agreement with the
Licensor will cease 90 days after the date of the notice.
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: July 10, 2025 |
RELMADA THERAPEUTICS, INC. |
| |
|
|
| |
By: |
/s/ Sergio Traversa |
| |
Name: |
Sergio Traversa |
| |
Title: |
Chief Executive Officer |
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