RELMADA THERAPEUTICS, INC. current report, 14 June 2019

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Business Context and Reporting Period

Company: Relmada Therapeutics, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: June 14, 2019 (Earliest event reported)
Reporting Period: Specific event date (June 14 and June 20, 2019 closings)

Relmada Therapeutics, Inc. completed the closings of a private placement of securities with certain accredited investors. The company also announced an application to list its common stock on the Nasdaq Capital Market.

Key Financial Metrics

Capital Raised: Approximately $8.0 million in gross proceeds.
Securities Issued:

  • 5,335,148 shares of common stock at $1.50 per share.
  • Five-year warrants to purchase 2,667,567 shares of common stock at an exercise price of $2.25 per share.
Transaction Costs:
  • Placement agents (Alexander Capital and Brookline Capital Markets) received cash fees totaling $656,222 ($506,022 and $150,200, respectively).
  • Placement agents received warrants to purchase 406,809 shares of common stock.
Liquidity and Equity:
  • Post-offering stockholders' equity is reported to be above $6 million.
Debt and Margins: The filing text does not provide specific values for debt, operating margins, or cash flow beyond the gross proceeds from this specific offering.

Material Changes

The primary material change is the increase in stockholders' equity resulting from the private placement, which elevated the company's equity position above the $5 million minimum requirement for Nasdaq Capital Market listing. The filing does not provide comparative financial data for prior periods to assess changes in revenue or profitability.

Guidance, Outlook, and Risks

Outlook: The company has applied to list its common stock on the Nasdaq Capital Market, citing the completion of the offering as the catalyst for meeting the minimum stockholders' equity requirement.
Risks and Contingencies:

  • Registration Rights Penalty: If the company fails to file or declare effective a registration statement for the shares and warrant shares within the timeframe set forth in the Registration Rights Agreement, it is obligated to pay investors 1% of the total purchase price per month, up to a maximum of 6% in the aggregate.
  • Unregistered Securities: The securities were sold under Rule 506 of Regulation D and are not registered for primary sale under the Securities Act of 1933.
Management Commentary: The filing focuses on the execution of the transaction and the resulting compliance with Nasdaq listing standards.

Investor Verification Checklist

  • Verify the exact net proceeds after deducting the $656,222 in placement agent fees and other transaction expenses.
  • Confirm the status of the registration statement required under the Registration Rights Agreement to avoid the 1% monthly penalty.
  • Review the full text of the Unit Purchase Agreement and Warrant terms (Exhibits 10.1 and 4.1) for additional covenants or restrictions.
  • Monitor the official listing status on the Nasdaq Capital Market following the application.