RELMADA THERAPEUTICS, INC. (OTCMKTS:RLMD) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On February 6, 2019, Relmada Therapeutics, Inc., a Nevada corporation, and Relmada Therapeutics, Inc., a Delaware corporation (collectively, the “Company”) entered into a settlement agreement, mutual release of all claims and confidentiality agreement (the “Agreement”) with Najib Babul, Laidlaw & Company (UK) Ltd., Sandesh Seth, and Sergio Traversa. to the terms of the Agreement, all outstanding litigation between the parties will be dismissed with prejudice, including all claims and counterclaims in all legal proceedings related to Najib Babul v. Relmada Therapeutics, Inc., et al., Case No. 2:15-cv-02937-GAM, pending in the United States District Court for the Eastern District of Pennsylvania. to the terms of the Agreement, the Company agreed to pay Dr. Babul a total of $500,000 by February 6, 2019. to the terms of the Agreement, Dr. Babul also agreed to cancel and give up any rights or claims to 303,392 shares (the “Cancelled Shares”) of Company common stock that he was or may be entitled to to a 2014 Share Exchange Agreement among the Company and its shareholders. The Company’s issued and outstanding shares will be reduced by the Cancelled Shares.
In addition, Dr. Babul also entered into a Consulting Agreement (the “Consulting Agreement”) with the Company. to the terms of the Consulting Agreement, Dr. Babul will act as a Drug Development and Scientific Consultant for the Company. The effective date of the Consulting Agreement is March 25, 2019 and the term is three years. The Company agreed to pay Dr. Babul a consulting fee of approximately $333,333 per year for a three year period, all of which is to be paid during 2019 in quarterly installments commencing on March 31, 2019. The Company and Dr. Babul agreed that the compensation due under the Consulting Agreement was fully earned upon the execution of the Consulting Agreement. If any payment due under the Agreement is not received on the date such payment is due, the Company must pay interest on the late payment at the Wall Street Journal Prime Rate as of the date payment was due.
The Company also provided Dr. Babul a neutral reference letter and letter stating that it has now concluded that Dr. Babul did not engage in any wrongdoing or do anything improper while employed at the Company. The Agreement also contains customary confidentiality and release provisions. A copy of the Agreement and Consulting Agreement will be included as exhibits to the Company’s Form 10-Q for the quarter ended December 31, 2018.
About RELMADA THERAPEUTICS, INC. (OTCMKTS:RLMD)
Relmada Therapeutics, Inc. is a clinical-stage biopharmaceutical company. The Company is engaged in developing a pipeline of drug candidates to treat chronic pain. Its product candidates include d-Methadone (dextromethadone, REL-1017), LevoCap ER (REL-1015), BuTab (REL-1028) and MepiGel (REL-1021). Its d-Methadone is an N-methyl-D-aspartate (NMDA) receptor antagonist being developed for the treatment of neuropathic pain. Its REL-1015 is an extended release, abuse deterrent formulation of the opioid analgesic levorphanol, which is pharmacologically differentiated from morphine, oxycodone and other opioids for the management of pain severe enough to require daily, around-the-clock and long-term opioid treatment. REL-1028 represents formulations of oral, modified release buprenorphine being developed for both chronic pain and opioid dependence indications. REL-1021 is a topical dosage form of the local anesthetic mepivacaine for the treatment of painful peripheral neuropathies.