Relmada Therapeutics reports beneficial ownership by Commodore Capital entities of 5,505,527 shares as of April 27, 2026. This total consists of 1,295,000 shares held and 4,210,527 shares issuable upon exercise of a Pre-Funded Warrant. The filing cites 104,890,223 shares outstanding as of March 16, 2026, implying a 5.1% stake based on that figure.
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Insights
Commodore-affiliated funds report a 5.1% position in Relmada (5,505,527 shares, including warrant-convertible shares).
Commodore Capital LP and Commodore Capital Master LP, with principals Michael Kramarz and Robert Egen Atkinson, report combined beneficial ownership of 5,505,527 shares as of April 27, 2026, including 4,210,527 shares issuable on exercise of a Pre-Funded Warrant. The filing bases the percentage on March 16, 2026's reported 104,890,223 shares outstanding.
Cash-flow treatment and disposition plans are not stated in the excerpt; subsequent filings would show any sales or conversions.
Filing shows shared voting and dispositive power for the reported shares rather than sole control.
The cover data lists 0 sole voting power and 5,505,527 in shared voting and dispositive power across the Filers, indicating collective control through the investment manager and affiliated entities. The relationship is described as the Firm acting as investment manager to Commodore Master, with partners exercising investment discretion.
Material impact depends on future actions by these holders; timing and methods of any disposition are not disclosed in this excerpt.
Key Figures
Beneficial ownership:5,505,527 sharesCurrently held shares:1,295,000 sharesWarrant-issuable shares:4,210,527 shares+2 more
5 metrics
Beneficial ownership5,505,527 sharesas of April 27, 2026
Currently held shares1,295,000 sharescomponent of the 5,505,527 total
Warrant-issuable shares4,210,527 sharesissuable upon exercise of a Pre-Funded Warrant
Shares outstanding used for percent104,890,223 sharesas of March 16, 2026
Percent of class5.1%based on 104,890,223 shares outstanding
"issuable upon the exercise of the Pre-Funded Warrant"
A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.
Beneficially ownregulatory
"the Firm may be deemed to beneficially own an aggregate of 5,505,527 Common stock"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
Shared Dispositive Powerregulatory
"Shared Dispositive Power 5,505,527.00"
Schedule 13Gregulatory
"form_type: SCHEDULE 13G"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
Commodore-affiliated filers report beneficial ownership of 5,505,527 shares of RLMD as of April 27, 2026. That total includes 1,295,000 shares held and 4,210,527 issuable upon exercise of a Pre-Funded Warrant.
How was the 5.1% ownership percentage for RLMD calculated?
The percentage is based on 104,890,223 shares outstanding as of March 16, 2026. Using that figure, the filers' 5,505,527 shares represent 5.1% of the class as cited in the filing.
Who are the named filers for the RLMD Schedule 13G?
The filing lists Commodore Capital LP, Commodore Capital Master LP, Michael Kramarz, and Robert Egen Atkinson as joint filers, with the Firm acting as investment manager and the individuals as managing partners.
Do the filers report sole control over the RLMD shares?
No. The cover data shows 0 sole voting power and 5,505,527 in shared voting and dispositive power, indicating shared control among the Filers and related entities.
Are the 4,210,527 warrant-issuable shares currently outstanding?
Those 4,210,527 shares are described as issuable upon exercise of a Pre-Funded Warrant; they are included in the beneficial-ownership total but are not stated as outstanding as of the March 16, 2026 outstanding count.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
RELMADA THERAPEUTICS, INC.
(Name of Issuer)
Common stock, $0.001 par value per share
(Title of Class of Securities)
75955J402
(CUSIP Number)
04/27/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
75955J402
1
Names of Reporting Persons
Commodore Capital 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
5,505,527.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,505,527.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,505,527.00
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)
5.1 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
75955J402
1
Names of Reporting Persons
Commodore Capital Master 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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,505,527.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,505,527.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,505,527.00
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)
5.1 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
75955J402
1
Names of Reporting Persons
Robert Egen Atkinson
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
5,505,527.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,505,527.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,505,527.00
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)
5.1 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
75955J402
1
Names of Reporting Persons
Michael Kramarz
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
5,505,527.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,505,527.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,505,527.00
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)
5.1 %
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, Floor 3, Coral Gables, FLORIDA, 33134.
Item 2.
(a)
Name of person filing:
Commodore Capital LP
Commodore Capital Master LP
Robert Egen Atkinson
Michael Kramarz
Each a "Filer."
(b)
Address or principal business office or, if none, residence:
The address for Commodore Capital LP, Robert Egen Atkinson, and Michael Kramarz is 444 Madison Avenue, Floor 35, New York, NY 10022.
The address for Commodore Capital Master LP is c/o Maples Corporate Services Limited, Ugland House, South Church Street, PO Box 309, Grand Cayman KY1-1104, Cayman Islands.
(c)
Citizenship:
See Item 4 of the cover page for each Filer.
(d)
Title of class of securities:
Common stock, $0.001 par value per share
(e)
CUSIP Number(s):
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:
This report on Schedule 13G is being filed by Commodore Capital LP (the "Firm"), Commodore Capital Master LP ("Commodore Master"), Michael Kramarz, and Robert Egen Atkinson. The Firm is the investment manager to Commodore Master. As of April 27, 2026, the Firm may be deemed to beneficially own an aggregate of 5,505,527 Common stock, $0.001 par value per share (the "Common Stock") of Relmada Therapeutics, Inc. (the "Issuer"), consisting of (i) 1,295,000 shares of Common stock, and (ii) 4,210,527 shares of Common Stock each Filer has the right to acquire through the exercise of a Pre-Funded Warrant (the "Pre-Funded Warrant"). The Firm, as the investment manager to Commodore Master, may be deemed to beneficially own these securities. Michael Kramarz and Robert Egen Atkinson are the managing partners of the Firm and exercise investment discretion with respect to these securities. Ownership percentages are based on 104,890,223 shares of Common Stock as issued and outstanding as of March 16, 2026 in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 19, 2026, and 4,210,527 shares of Common Stock which the Filers may acquire upon the exercise of the Pre-Funded Warrant.
(b)
Percent of class:
See item 11 of the cover page for each Filer.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See item 5 of the cover page for each Filer.
(ii) Shared power to vote or to direct the vote:
See item 6 of the cover page for each Filer.
(iii) Sole power to dispose or to direct the disposition of:
See item 7 of the cover page for each Filer.
(iv) Shared power to dispose or to direct the disposition of:
See item 8 of the cover page for each Filer.
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.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
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 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.
