Venrock and affiliated entities reported collective beneficial ownership of 6,508,433 shares of Relmada Therapeutics common stock, representing 6.2% of the class. The filing states this percentage is calculated using 104,890,223 shares outstanding as of May 11, 2026. The ownership is held across three primary vehicle buckets: 1,693,738 shares by VHCP III, 169,427 shares by VHCP Co-Investment III, and 4,645,268 shares by VHCP EG. Shared voting and dispositive power of 6,508,433 shares is reported for the group. The Schedule 13G lists the Reporting Persons as a group and identifies management entities and individuals with shared control.
Positive
None.
Negative
None.
Insights
Venrock-affiliated vehicles hold a mid-single-digit stake in Relmada, disclosed via Schedule 13G.
The filing reports 6,508,433 shares beneficially owned, equal to 6.2% of the common stock using 104,890,223 shares outstanding as of May 11, 2026. Ownership is distributed among VHCP III, VHCP Co-Investment III and VHCP EG with shared voting and dispositive power.
Future trading or disposition plans are not stated in the excerpt; any change in active voting or sales would be reflected in subsequent filings. Cash-flow treatment and timing are not described in the provided excerpt.
The Schedule 13G frames the group as passive investors with shared control through management entities.
The report identifies VHCP Management III and VHCP Management EG as general partners and names individuals as voting members, indicating governance links between the entities and the Reporting Persons. The filing consolidates shared voting and dispositive power of 6,508,433 shares.
Because the submission is a Schedule 13G, it indicates passive reporting status under the form's criteria; any shift to active intent would require a different disclosure form. Monitor future Section 13 filings for changes in status or percentage.
Key Figures
Beneficial ownership (group):6,508,433 sharesPercent of class:6.2%VHCP III holdings:1,693,738 shares+3 more
6 metrics
Beneficial ownership (group)6,508,433 sharesaggregate reported in Schedule 13G
Percent of class6.2%based on 104,890,223 shares outstanding as of May 11, 2026
VHCP III holdings1,693,738 sharesheld by VHCP III per Item 4(a)
VHCP Co-Investment III holdings169,427 sharesheld by VHCP Co-Investment III per Item 4(a)
VHCP EG holdings4,645,268 sharesheld by VHCP EG per Item 4(a)
Shares outstanding used104,890,223 sharesoutstanding as of May 11, 2026 per issuer registration statement
Key Terms
Schedule 13G, beneficially owned, shared dispositive power, Form S-3
4 terms
Schedule 13Gregulatory
"The Reporting Persons are members of a group for the purposes of this ."
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.
beneficially ownedfinancial
"Amount beneficially owned: Row 9 of each Reporting Person's cover page to this sets forth the aggregate number"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared dispositive powerregulatory
"Shared Dispositive Power 6,508,433.00"
Form S-3regulatory
"as reported in the Issuer's registration statement on Form S-3 filed with the on May 13, 2026."
Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.
Venrock-affiliated entities report beneficial ownership of 6,508,433 shares representing 6.2% of common stock. The percentage uses 104,890,223 shares outstanding as of May 11, 2026, per the filing.
How is the 6,508,433-share position distributed among vehicles?
The holdings are allocated as 1,693,738 shares in VHCP III, 169,427 shares in VHCP Co-Investment III, and 4,645,268 shares in VHCP EG. These figures are reported in Item 4(a).
Does the filing indicate who controls voting or disposition rights?
The Schedule 13G reports shared voting and shared dispositive power of 6,508,433 shares across the Reporting Persons. VHCP Management III and VHCP Management EG are named as managing/general partner entities.
What outstanding share count is the percentage based on?
The 6.2% figure is calculated using 104,890,223 shares outstanding as of May 11, 2026, cited from the issuer's Form S-3 filed May 13, 2026, per the filing text.
Does the Schedule 13G state any sale or purchase plans?
No sale or purchase plans are described in the provided excerpt. The filing identifies beneficial ownership and shared control but does not state intended transactions or timing.
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)
06/02/2026
(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
Venrock Healthcare Capital Partners III, L.P.
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
6,508,433.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,508,433.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,508,433.00
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)
6.2 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
75955J402
1
Names of Reporting Persons
VHCP Co-Investment Holdings III, 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
6,508,433.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,508,433.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,508,433.00
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)
6.2 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
75955J402
1
Names of Reporting Persons
Venrock Healthcare Capital Partners EG, L.P.
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
6,508,433.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,508,433.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,508,433.00
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)
6.2 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
75955J402
1
Names of Reporting Persons
VHCP Management III, 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
6,508,433.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,508,433.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,508,433.00
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)
6.2 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
75955J402
1
Names of Reporting Persons
VHCP Management EG, 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
6,508,433.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,508,433.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,508,433.00
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)
6.2 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
75955J402
1
Names of Reporting Persons
Nimish Shah
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
6,508,433.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,508,433.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,508,433.00
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)
6.2 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP Number(s):
75955J402
1
Names of Reporting Persons
Bong Y. Koh
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
6,508,433.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,508,433.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,508,433.00
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)
6.2 %
12
Type of Reporting Person (See Instructions)
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., Floor 3, Coral Gables, FL, 33134.
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
Venrock Healthcare Capital Partners III, L.P. ("VHCP III")
VHCP Co-Investment Holdings III, LLC ("VHCP Co-Investment III")
Venrock Healthcare Capital Partners EG, L.P. ("VHCP EG")
VHCP Management III, LLC ("VHCP Management III")
VHCP Management EG, LLC ("VHCP Management EG")
Nimish Shah ("Shah")
Bong Koh ("Koh")
The Reporting Persons are members of a group for the purposes of this Schedule 13G.
(b)
Address or principal business office or, if none, residence:
New York Office:
7 Bryant Park, 23rd Floor
New York, NY 10018
Palo Alto Office:
3340 Hillview Avenue
Palo Alto, CA 94304
(c)
Citizenship:
All of the entities were organized in Delaware. Shah and Koh are both United States citizens.
(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:
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of shares of common stock of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
The Reporting Persons' ownership of the Issuer's securities consists of (i) 1,693,738 shares of common stock held by VHCP III, (ii) 169,427 shares of common stock held by VHCP Co-Investment III, and (iii) 4,645,268 shares of common stock held by held by VHCP EG.
VHCP Management III is the general partner of VHCP III and the manager of VHCP Co-Investment III. VHCP Management EG is the general partner of VHCP EG. Messrs. Shah and Koh are the voting members of VHCP Management III and VHCP Management EG.
(b)
Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentages of the shares of common stock of the Issuer beneficially owned by such Reporting Person and is incorporated by reference. The percentage set forth in each row 11 is based upon 104,890,223 shares of common stock outstanding as of May 11, 2026, as reported in the Issuer's registration statement on Form S-3 filed with the Securities and Exchange Commission (the "SEC") on May 13, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
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.
Venrock Healthcare Capital Partners III, L.P.
Signature:
/s/ Sherman G. Souther
Name/Title:
By VHCP Management III, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory
Date:
06/09/2026
VHCP Co-Investment Holdings III, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By VHCP Management III, LLC, its Manager, By Sherman G. Souther, Authorized Signatory
Date:
06/09/2026
Venrock Healthcare Capital Partners EG, L.P.
Signature:
/s/ Sherman G. Souther
Name/Title:
By VHCP Management EG, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory
Date:
06/09/2026
VHCP Management III, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Authorized Signatory
Date:
06/09/2026
VHCP Management EG, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Authorized Signatory
Date:
06/09/2026
Nimish Shah
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Attorney-in-fact
Date:
06/09/2026
Bong Y. Koh
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Attorney-in-fact
Date:
06/09/2026
Exhibit Information
Exhibit 24.1 Power of Attorney for Bong Koh
Exhibit 24.2 Power of Attorney for Nimish Shah
Exhibit 99.1 Joint Filing Agreement
