Business Context and Reporting Period
Relmada Therapeutics, Inc. filed this Form 8-K on December 5, 2018, reporting the additional closing of a private placement of securities. The company is incorporated in Nevada and maintains its principal executive offices in New York, NY.
Key Financial Metrics and Transaction Details
- Gross Proceeds (Current Closing): $1,204,901
- Total Gross Proceeds (All Closings): $5,834,407
- Shares Issued (Current Closing): 1,338,775 shares of common stock at $0.90 per share
- Warrants Issued (Current Closing): 870,200 five-year warrants with an exercise price of $1.50 per share
- Placement Agent Fees: $121,594 cash fee (including a $11,054 expense allowance) and warrants to purchase 184,233 shares at $0.99 per share
Material Changes and Agreements
This filing represents the fourth and final closing of the offering, following previous closings on October 12, October 18, and November 2, 2018. Investors entered into a Registration Rights Agreement requiring the Company to register the shares and warrant shares with the SEC. Failure to file or declare the registration statement effective within the specified timeframe obligates the Company to pay investors 1% of the total purchase price per month, up to a maximum of 6% in the aggregate.
Outlook, Risks, and Unusual Items
The securities were sold solely to accredited investors under Rule 506 of Regulation D and have not been registered for primary sale under the Securities Act of 1933. The filing notes that the report does not constitute an offer to sell securities in any state where such an offer would be unlawful prior to registration. No specific forward-looking guidance or management commentary regarding future operations was included in this specific filing.
Investor Verification Checklist
- Verify the total capital raised ($5.83M) against the company's current cash position and burn rate.
- Confirm the dilution impact of the 1,338,775 new shares and 870,200 new warrants issued in this closing.
- Review the Registration Rights Agreement terms to assess the risk of potential penalty payments (up to 6%) if registration is delayed.
- Check the aggregate number of placement agent warrants (854,334) to understand total potential dilution from the offering.