Business Context and Reporting Period
Company: Relmada Therapeutics, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: September 26, 2019
Event: Material Modification to Rights of Security Holders via a 1-for-4 Reverse Stock Split.
The Board of Directors approved the reverse stock split to facilitate an application to list the Company's 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, debt, or liquidity metrics. It focuses exclusively on capitalization changes resulting from the reverse stock split.
| Metric | Pre-Split (as of Sept 27, 2019) | Post-Split (Effective Sept 30, 2019) |
|---|---|---|
| Authorized Common Stock | 200,000,000 shares | 50,000,000 shares |
| Issued and Outstanding Shares | 39,574,510 shares | 9,893,628 shares (subject to fractional adjustments) |
| Shares Reserved for Options/Warrants | 4,668,153 shares | 1,167,039 shares (subject to fractional adjustments) |
| Preferred Stock Outstanding | 0 shares | 0 shares |
| Par Value | $0.001 per share | $0.001 per share (Unchanged) |
Material Changes Versus Prior Period
- Share Count Reduction: The number of authorized and outstanding shares is reduced by a ratio of 1-for-4.
- Trading Symbol Change: Effective September 30, 2019, the trading symbol will change to "RLMDD" for 20 business days, after which it will revert to "RLMD".
- CUSIP Number Change: The CUSIP number will change to 75955J 4022.
- Derivative Adjustments: All outstanding options, warrants, and convertible securities will be adjusted by dividing the share count by 4 and multiplying the exercise/conversion price by 4.
- Fractional Shares: No fractional shares will be issued; holders entitled to fractions will receive one whole share rounded up.
Guidance, Outlook, and Risks
Outlook: The reverse stock split is intended to support the Company's application to list on the NASDAQ Capital Market. However, the filing explicitly states that listing approval is not guaranteed and "may never occur."
Management Commentary: The split was approved by the Board of Directors. Under Nevada law, stockholder approval was not required because the split proportionally reduced authorized and outstanding shares, did not adversely affect other stock classes, and did not involve cash payments for fractional shares.
Risks/Contingencies:
- Failure to obtain NASDAQ Capital Market listing.
- Minor changes in percentage ownership and voting power due to the rounding up of fractional shares.
Investor Verification Checklist
- Verify the effective date of the split (September 30, 2019) and the temporary trading symbol "RLMDD".
- Confirm the new CUSIP number (75955J 4022) for trading and settlement purposes.
- Review the status of the NASDAQ Capital Market listing application, as approval is not assured.
- Check brokerage accounts for automatic adjustment of holdings and derivative instruments (options/warrants).
- Review the press release filed as Exhibit 99.1 for additional details on the listing application.