UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 25, 2023

RELMADA THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (212) 547-9591

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As detailed in Item 5.07 below, on May 25, 2023, the stockholders of Relmada Therapeutics, Inc. (the “Company”) approved an amendment to the Company’s 2021 Equity Incentive Plan, as amended (the “2021 Plan”), to increase the number of shares of the Company’s common stock available for issuance pursuant to awards under the 2021 Plan by 2,500,000 to an aggregate of 7,900,000 (including awards previously granted). The 2021 Plan and the amendment are described in more detail in the Company’s 2023 Proxy Statement, which was filed with the Securities and Exchange Commission on March 31, 2023. A copy of the 2021 Plan as amended is attached hereto as Exhibit 10.1.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 25, 2023 the Company held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). Of the 30,099,203 shares of the Company’s common stock outstanding and eligible to vote at the Annual Meeting, 23,152,065 shares, or approximately 76.9% of the eligible common stock, were present either in person or by proxy and voted. All matters submitted to a vote of the Company’s stockholders at the Annual Meeting were approved and the two director nominees were elected. The final results of the matters voted on at the Annual Meeting are provided below.

Proposal 1: Election of Directors.

Stockholders elected the following nominees as directors to hold office until the 2026 Annual Meeting (i.e. as a Class II Director) and until his successor is elected and qualified.

The continuing Class III Directors are John Glasspool and Paul Kelly. The continuing Class I Directors are Eric Schmidt and Fabiana Fedeli.

Proposal 2: Ratification of Appointment of Independent Auditors.

Stockholders approved the ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

Proposal 3: Approval of an amendment to the 2021 Plan.

Stockholders approved the amendment to the Company’s 2021 Plan described in Item 5.02 above.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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