What changed in this filing

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Item 5. Other Information

2020-08-12 compared with 2020-05-15 · 1 added, 72 removed, 28 unchanged (72% of the section changed)

On May 15, 2020, the Company entered into an Open Market

Sale Agreement SM (the “Agreement”) with Jefferies LLC, as sales agent (“Jefferies”), pursuant

to which the Company may offer and sell, from time to time, through Jefferies, shares of the Company’s common stock, par

value $0.001 per share, having an aggregate offering price of up to $75,000,000 (the “Shares”).

The Company is not obligated to sell any Shares under the

Subject to the terms and conditions of the Agreement, Jefferies will use commercially reasonable efforts, consistent

with its normal trading and sales practices and applicable laws and regulations to sell Shares from time to time based upon the

Company’s instructions, including any price, time or size limits specified by the Company, subject to certain limitations.

Under the Agreement, Jefferies may sell the Shares by any method permitted by law deemed to be an “at the market offering”

as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, including block transactions, sales made directly on

the Nasdaq Capital Market or sales made into any other existing trading market of the Company’s common stock.

Shares sold under the Agreement will be issued pursuant to the

shelf registration statement on Form S-3 (File No.

333-234262) (the “Registration Statement”), filed by the

Company with the U.S.

Securities and Exchange Commission (the “SEC”) on October 18, 2019, which was declared

effective on October 31, 2019.

The Company will file a prospectus supplement with the SEC on May 15, 2020 in connection with

the offer and sale of the Shares pursuant to the Agreement.

The Company will pay Jefferies a

commission of up to 3.0% of the gross proceeds from each sale of Shares, reimburse legal fees and disbursements and provide

Jefferies with customary indemnification and contribution rights.

The Agreement will terminate as set forth in the

The foregoing description of the Agreement does not purport

to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit

10.7 to this Quarterly Report on Form 10-Q and incorporated herein by reference.

Sichenzia Ross, counsel to the Company, has issued a legal

opinion relating to the validity of the Shares being offered pursuant to the Agreement.

A copy of such legal opinion, including

the consent included therein, is filed as Exhibit 5.1 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

This Quarterly Report on Form 10-Q shall not constitute

an offer to sell or the solicitation of an offer to buy any Shares under the Agreement nor shall there be any sale of such Shares

in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities

laws of any such state.

of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K

Opinion of Sichenzia Ross Ference LLP

Filed herewith

Employment Agreement, dated January 9, 2020, by and between Maged Shenouda and Relmada Therapeutics, Inc.

Incorporated by

reference to Exhibit 10.1 to Form 8-K filed January 10, 2020.

Employment Agreement, dated January 9, 2020, by and between Charles Ence and Relmada Therapeutics, Inc.

Incorporated by

reference to Exhibit 10.2 to Form 8-K filed January 10, 2020.

Amended and Restated Employment Agreement, dated January 9, 2020, by and between Sergio Traversa and Relmada Therapeutics, Inc.

Incorporated by

reference to Exhibit 10.3 to Form 8-K filed January 10, 2020.

Amendment No.

5 to the Relmada Therapeutics, Inc.

2014 Stock Option and Equity Incentive Plan, as amended.

Incorporated by

reference to Exhibit 10.1 to Form 8-K filed March 9, 2020

Employment Agreement, dated March 7, 2020, by and between Thomas Wessel and Relmada Therapeutics, Inc.

Incorporated by

reference to Exhibit 10.1 to Form 8-K filed March 12, 2020.

Severance and Separation Agreement, dated April 1, 2020, by and between Ottavio Vitolo and Relmada Therapeutics, Inc.

Filed herewith

Open Market Sale Agreement SM dated

as of May 15, 2020 by and between Relmada Therapuetics, Inc.

and Jefferies LLC.

Filed herewith

Consent of Sichenzia R oss Ference

LLP (contained in Exhibit 5.1).

Filed herewith

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith

Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith

Certification of the Chief Executive Officer pursuant to U.S.C.

Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

Filed herewith

Certification of the Principal Financial Officer pursuant to U.S.C.

Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

Filed herewith

Instance Document

Filed herewith

Taxonomy Extension Schema Document

Filed herewith

Taxonomy Calculation Linkbase Document

Filed herewith

Taxonomy Extension Definition Linkbase Document

Filed herewith

Taxonomy Label Linkbase Document

Filed herewith

Taxonomy Presentation Linkbase Document

Filed herewith

Exhibit attached to this Form 10-Q shall not be deemed “filed”

5 unchanged sentences

by the undersigned thereunto duly authorized.

August 12, 2020

Sergio Traversa

7 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information