Business Context and Reporting Period
Company: Relmada Therapeutics, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: August 4, 2015 (Event Date)
Reporting Period: Specific event reporting regarding a corporate action.
The Company announced a Board-approved 1-for-5 reverse stock split of its authorized, issued, and outstanding common stock. The primary objective is to facilitate an application to list the Common Stock on the NASDAQ Capital Market. As of the filing date, the stock was quoted on the OTC Markets Inc. OTCQB Marketplace.
Key Financial Metrics and Capitalization
This filing does not contain revenue, profit, cash flow, margin, or debt metrics. It focuses exclusively on capitalization changes resulting from the reverse stock split.
| Metric | Pre-Split (As of Aug 6, 2015) | Post-Split (Estimated) |
|---|---|---|
| Authorized Common Stock | 500,000,000 shares | 100,000,000 shares |
| Issued & Outstanding Common Stock | 53,891,216 shares | 10,778,243 shares |
| Class A Redeemable Preferred Stock | 358,362 shares | 71,672 shares |
| Shares Reserved for Options/Warrants | 3,700,691 shares | 740,138 shares |
| Par Value | $0.001 per share | Unchanged |
Material Changes
- Reverse Stock Split: A 1-for-5 ratio split was approved. The number of shares held by stockholders will be divided by 5, rounded up to the nearest whole share. No cash will be paid for fractional shares.
- Trading Symbol: Effective August 12, 2015, the symbol will change to "RLMDD" for 20 business days, then revert to "RLMD".
- CUSIP Number: The CUSIP will change to 75955J 204.
- Derivatives Adjustment: All outstanding options, warrants, and convertible securities will be adjusted by dividing the share count by 5 and multiplying the exercise/conversion price by 5.
- Corporate Governance: The split was effected under Nevada law without stockholder approval, as it proportionally reduced authorized and outstanding shares without adversely affecting other classes.
Guidance, Outlook, and Risks
Outlook: The Company intends to apply for listing on the NASDAQ Capital Market. However, the filing explicitly states that listing has not been approved and may never occur.
Risks and Contingencies:
- Actual results and timing may differ from expectations regarding the NASDAQ listing review.
- Forward-looking statements are subject to risks detailed in the Company's 424(b)(3) Prospectus filed on December 31, 2014.
- Minor changes in percentage ownership may occur due to the rounding up of fractional shares.
Investor Verification Checklist
- Verify the effective date of the reverse stock split (August 12, 2015) and the temporary trading symbol "RLMDD".
- Confirm the new CUSIP number (75955J 204) for trading and settlement purposes.
- Review the adjustment of exercise prices and share counts for any held options or warrants.
- Monitor the status of the NASDAQ Capital Market listing application, as approval is not guaranteed.
- Check brokerage accounts for automatic adjustment of electronic holdings; paper certificate holders may need to contact Empire Stock Transfer.