RELMADA THERAPEUTICS, INC. (OTCMKTS:RLMD) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
On December 3, 2019, Relmada Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC and SVB Leerink LLC, as representatives of the several underwriters named in Schedule A thereto (collectively, the “Underwriters”), in connection with an underwritten public offering (the “Offering”) of 3,333,334 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) issued and sold by the Company at a price to the public of $30.00 per share (with a price to the Underwriters of $28.20 per share). to the Underwriting Agreement, the Underwriters were granted an option for a period of 30 days to purchase from the Company up to an additional 500,000shares of Common Stock, at the same price per share, which was exercised in full on December 4, 2019. The Offering, including the issuance and sale of shares to the Underwriters’ exercise in full of their option to purchase additional shares, closed on December 6, 2019.
The Company estimates that the net proceeds from the offering will be approximately $107.7 million, including the proceeds from the underwriter’s exercise of their option in full. The Offering was made to a prospectus supplement dated December 3, 2019 and an accompanying prospectus dated October 31, 2019, to a Registration Statement on Form S-3 (No. 333-234262), which was initially filed by the Company with the Securities and Exchange Commission (“SEC”) on October 18, 2019, amended on October 28, 2019 and declared effective by the SEC on October 31, 2019.
The Underwriting Agreement contains customary representations, warranties, and agreements by the Company and customary conditions to closing, obligations of the parties, and termination provisions. Additionally, the Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, and to contribute to payments the Underwriters may be required to make because of any of those liabilities.
The foregoing description is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.
| 1.1 | Underwriting Agreement, dated December 3, 2019, by and among Relmada Therapeutics, Inc. and Jefferies LLC and SVB Leerink LLC, as representatives of the several underwriters named therein. |
| 5.1 | Opinion of Sichenzia Ross Ference LLP |
| 23.1 | Consent of Sichenzia Ross Ference LLP (contained in Exhibit 5.1 hereto) |
RELMADA THERAPEUTICS, INC. Exhibit
EX-1.1 2 f8k1219ex1-1_relmadathera.htm UNDERWRITING AGREEMENT Exhibit 1.1 3,…
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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.