Relmada Therapeutics, Inc. received an updated ownership report showing a near-10% stake held by Squadron-affiliated funds and principals. Squadron Master Fund LP, together with Squadron Capital Management, LLC, William Blank, and Matthew Sesterhenn, report beneficial ownership of 7,395,510 shares of Common Stock.
This position consists of 6,700,000 common shares plus 695,510 shares issuable upon exercise of warrants held by Squadron Capital Management, LLC. Based on 73,333,622 shares outstanding as of November 10, 2025, plus these warrant shares, the group’s holdings represent approximately 9.99% of Relmada’s common stock.
The Squadron entities and individuals report shared voting and dispositive power over all 7,395,510 shares and no sole power. The investment adviser and its partners expressly disclaim beneficial ownership and state that the securities are held in the ordinary course of business, not for the purpose of changing or influencing control of Relmada.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
RELMADA THERAPEUTICS, INC.
(Name of Issuer)
Common Stock ($.001 par value)
(Title of Class of Securities)
75955J402
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
75955J402
1
Names of Reporting Persons
Squadron Master Fund LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,395,510.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,395,510.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,395,510.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
75955J402
1
Names of Reporting Persons
Squadron Capital Management LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,395,510.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,395,510.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,395,510.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
IA, HC
SCHEDULE 13G
CUSIP No.
75955J402
1
Names of Reporting Persons
William Blank
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,395,510.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,395,510.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,395,510.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
75955J402
1
Names of Reporting Persons
Matthew Sesterhenn
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,395,510.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,395,510.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,395,510.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
RELMADA THERAPEUTICS, INC.
(b)
Address of issuer's principal executive offices:
2222 PONCE DE LEON BLVD. 3RD FLOOR, CORAL GABLES, FLORIDA, 33134.
Item 2.
(a)
Name of person filing:
Squadron Master Fund LP
Squadron Capital Management, LLC
William Blank
Matthew Sesterhenn
(b)
Address or principal business office or, if none, residence:
Squadron Master Fund LP
c/o Squadron Capital Management, LLC
999 Oakmont Plaza Drive, Suite 600
Westmont, IL 60559
Squadron Capital Management, LLC
999 Oakmont Plaza Drive, Suite 600
Westmont, IL 60559
William Blank
c/o Squadron Capital Management, LLC
999 Oakmont Plaza Drive, Suite 600
Westmont, IL 60559
Matthew Sesterhenn
c/o Squadron Capital Management, LLC
999 Oakmont Plaza Drive, Suite 600
Westmont, IL 60559
(c)
Citizenship:
Squadron Master Fund LP - Delaware
Squadron Capital Management, LLC - Delaware
William Blank - United States
Matthew Sesterhenn - United States
(d)
Title of class of securities:
Common Stock ($.001 par value)
(e)
CUSIP No.:
75955J402
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Squadron Capital Management, LLC is an investment adviser that is registered as an Exempt Reporting Adviser with the Securities and Exchange Commission. Squadron Capital Management, LLC, which serves as investment adviser to private funds, including but not limited to Squadron Master Fund LP (collectively, the "Funds"), may be deemed to be the beneficial owner of all shares of Common Stock held by the Funds. Mr. Blank and Mr. Sesterhenn, as Partners of Squadron Capital Management, LLC, with the power to exercise investment and voting discretion, may be deemed to be the beneficial owners of all shares of Common Stock held by the Funds. Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, Squadron Capital Management, LLC, Mr. Blank and Mr. Sesterhenn expressly disclaim beneficial ownership over any of the securities reported in this statement, and the filing of this statement shall not be construed as an admission that Squadron Capital Management, LLC, Mr. Blank or Mr. Sesterhenn are the beneficial owners of any of the securities reported herein.
This amount comprises beneficial ownership of 7,395,510 shares of Common Stock which consists of (i) 6,700,000 shares of Common Stock and (ii) 695,510 shares issuable upon exercise of warrants held by Squadron Capital Management LLC (the "Warrants").
Squadron Master Fund LP - 7,395,510 shares
Squadron Capital Management, LLC - 7,395,510 shares
William Blank - 7,395,510 shares
Matthew Sesterhenn - 7,395,510 shares
(b)
Percent of class:
All such shares of Common Stock in the aggregate represent beneficial ownership of approximately 9.99% of the Common Stock based on (i) 73,333,622 shares of Common Stock outstanding as of November 10, 2025 as represented in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission ("SEC") on November 13, 2025, plus (ii) 695,510 shares of Common Stock issuable upon the exercise of the Warrants.
Squadron Master Fund LP - 9.99%
Squadron Capital Management, LLC - 9.99%
William Blank - 9.99%
Matthew Sesterhenn - 9.99%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Squadron Master Fund LP - 0
Squadron Capital Management, LLC - 0
William Blank - 0
Matthew Sesterhenn - 0
(ii) Shared power to vote or to direct the vote:
Squadron Master Fund LP - 7,395,510 shares
Squadron Capital Management, LLC - 7,395,510 shares
William Blank - 7,395,510 shares
Matthew Sesterhenn - 7,395,510 shares
(iii) Sole power to dispose or to direct the disposition of:
Squadron Master Fund LP - 0
Squadron Capital Management, LLC - 0
William Blank - 0
Matthew Sesterhenn - 0
(iv) Shared power to dispose or to direct the disposition of:
Squadron Master Fund LP - 7,395,510 shares
Squadron Capital Management, LLC - 7,395,510 shares
William Blank - 7,395,510 shares
Matthew Sesterhenn - 7,395,510 shares
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Statement.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Note above.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Squadron Master Fund LP
Signature:
/s/ Matthew Sesterhenn
Name/Title:
Partner, Squadron Partners LLC, its General Partner
What ownership stake in Relmada Therapeutics (RLMD) is reported in this Schedule 13G/A?
The filing reports beneficial ownership of 7,395,510 Relmada shares, equal to approximately 9.99% of the common stock. This total includes both directly held common shares and shares issuable upon exercise of warrants held for Squadron-managed funds.
Who are the reporting persons in the Relmada Therapeutics (RLMD) Schedule 13G/A?
The reporting persons are Squadron Master Fund LP, Squadron Capital Management, LLC, William Blank, and Matthew Sesterhenn. Squadron Capital Management serves as investment adviser to private funds, including Squadron Master Fund LP, and its partners may be deemed beneficial owners of the funds’ Relmada holdings.
How is the 9.99% ownership in Relmada Therapeutics (RLMD) calculated in the filing?
The 9.99% ownership is based on 73,333,622 Relmada shares outstanding as of November 10, 2025, as reported in the company’s Form 10-Q, plus 695,510 shares issuable upon exercise of warrants held for Squadron-managed funds.
What securities make up Squadron’s reported position in Relmada Therapeutics (RLMD)?
The reported position totals 7,395,510 Relmada shares, consisting of 6,700,000 shares of common stock and 695,510 shares issuable upon exercise of warrants held by Squadron Capital Management, LLC on behalf of its private funds.
Do the reporting persons claim control intent over Relmada Therapeutics (RLMD)?
The reporting persons state the Relmada securities were acquired and held in the ordinary course of business and not for the purpose or effect of changing or influencing control of the issuer, consistent with a passive investment stance under Schedule 13G rules.
How are voting and dispositive powers over Relmada (RLMD) shares allocated among the reporting persons?
The filing shows zero sole voting or dispositive power for each reporting person and shared voting and dispositive power over 7,395,510 shares. This reflects coordinated authority over how the Relmada shares are voted and potentially sold on behalf of the managed funds.
Do Squadron Capital and its partners fully acknowledge beneficial ownership of RLMD shares?
Squadron Capital Management, LLC and partners may be deemed beneficial owners because they exercise investment and voting discretion, but they expressly disclaim beneficial ownership of the Relmada securities, clarifying the shares are held for the underlying private funds.
