RELMADA THERAPEUTICS, INC.
For the period ended May 27, 2026. Filed Apr 17, 2026.
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May 27, 2026 · Filed Apr 17, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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April 17, 2026
Dear Fellow Shareholders,
The past year marked a defining chapter in Relmada Therapeutics’ history. Few companies face circumstances as challenging as those we encountered at the end of 2024, and fewer still are able to respond with the speed, discipline, and resolve required to fundamentally reposition for long-term success. I am proud to report that 2025 was a transformational year for Relmada — one that has meaningfully strengthened our foundation and positioned the Company for renewed and potentially even larger value creation.
The interim analysis of our former lead program in December 2024 was disappointing, but it did not find us unprepared as the Business Development activities were always present in the background. Management and the Board acted decisively. We undertook a comprehensive reassessment of our strategy, operations, and capital allocation priorities. With limited cash resources and a severely depressed share price, we focused first on preserving the Company’s viability. Through disciplined expense management and careful prioritization, we extended our operating runway sufficiently to allow for a strategic recovery while continuing to fund critical activities.
At the same time, we initiated a thorough corporate and strategic review, supported by multiple investment banking firms, to evaluate all reasonable alternatives for maximizing shareholder value. After careful consideration, management and the Board concluded that Relmada’s most valuable asset was its experienced and capable clinical development organization. Leveraging this expertise to rebuild our pipeline enhanced by access to quality capital as a Nasdaq listed entity, offered substantially greater long-term value potential than any alternative.
As a result, we adopted a new strategy centered on acquiring and advancing clinically de-risked assets where Relmada could apply its development capabilities to unlock value. The challenging funding environment in the biotechnology sector created a unique opportunity to in-license or acquire promising programs whose originators lacked the resources or infrastructure to advance them further.
Despite significant constraints, we successfully executed on this strategy in 2025, acquiring two compelling clinical-stage assets. NDV-01, a novel extended-delivery formulation of gemcitabine and docetaxel for non-muscle invasive bladder cancer, entered our portfolio with early Phase II proof-of-concept data and the potential for rapid advancement into pivotal trials. Sepranolone, a synthetic neurosteroid with a well-established safety and pharmacodynamic profile, offers significant promise in Prader-Willi syndrome and other indications, with a Phase II proof-of-concept study in PWS expected to begin in mid-2026.
These acquisitions, particularly NDV-01, were central to Relmada’s resurgence during the year. Our progress was reflected in a dramatic recovery of shareholder value. From a low share price of $0.24 in March 2025 — corresponding to a market capitalization of approximately $7 million — our stock reached a post-financing high of $4.83 in December, representing a market capitalization of approximately $353 million. Concurrently, our cash position increased from less than $10 million at its low point to approximately $100 million following our November financing, providing the resources necessary to fully execute a robust clinical development program.
Equally important was our ability to retain and strengthen our team during an extraordinarily difficult period. Despite significant uncertainty, limited financial flexibility, and the loss of value in employee equity incentives, our core team remained committed to Relmada’s mission. We further enhanced our capabilities with the addition of Dr. Raj Pruthi as Chief Medical Officer for Urology. Dr. Pruthi’s distinguished academic and industry background brought immediate credibility to the NDV-01 program and reinforced our development leadership.
Finally, through sustained and proactive investor engagement, management successfully addressed the risk of NASDAQ delisting and the regulatory limitations associated with our reduced market capitalization. These efforts, supported by meaningful open-market share purchases by senior executives, including my own, helped restore market confidence and laid the groundwork for the successful $100 million financing completed in November at market price and with the participation of a prominent strategic investor.
Because of the actions taken in 2025, Relmada enters 2026 with a strengthened balance sheet, an exciting and diversified pipeline, and a clear strategic focus. On behalf of the Board and management team, I thank you for your continued support and confidence. We remain committed to disciplined execution, thoughtful capital allocation, and creating long-term value for our shareholders.
We appreciate your ongoing confidence and look forward to continuing our journey together. Thank you for your trust and support.
Sincerely,
/s/ Sergio Traversa
Sergio Traversa
Chief Executive Officer
Relmada Therapeutics, Inc.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 27, 2026
To the stockholders of Relmada Therapeutics, Inc.,
You are cordially invited to attend the 2026 Annual Meeting of Stockholders of Relmada Therapeutics, Inc. to be held in a virtual-only meeting format via live webcast on the Internet on May 27, 2026 at 9:30 a.m. Eastern Time. At the annual meeting you will be asked to vote on the following matters:
Proposal 1: To elect Charles J. Casamento and Sergio Traversa, as Class II directors, each to serve for a three-year term that expires at the Annual Meeting of Stockholders in 2029, or until his successor is elected and qualified or until his earlier resignation or removal; and
Proposal 2: To ratify the appointment of CBIZ CPAs P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and
Proposal 3: To approve an amendment to the Relmada Therapeutics, Inc. 2021 Equity Incentive Plan to increase the shares of our common stock available for issuance thereunder by 3.0 million shares; and
Proposal 4: To approve an amendment to our Articles of Incorporation, as amended, to increase the number of authorized shares of common stock from 150,000,000 to 200,000,000.
We also will transact such other business as may properly come before the annual meeting or any adjournments thereof.
The Board of Directors recommends that you vote at the annual meeting “FOR” the election of each nominee as director and “FOR” each of the other proposals set forth in this Notice. These items of business are more fully described in the proxy statement that is attached to this Notice. The Board of Directors has fixed the close of business on March 30, 2026 as the “Record Date” for determining the stockholders that are entitled to notice of and to vote at the annual meeting and any adjournments thereof. A list of stockholders entitled to vote at the meeting will be available for examination by any stockholder, for any purpose related to the meeting to the Annual Meeting, by appointment, for a period of ten days before the meeting in person at our corporate offices in Coral Gables, Florida, and in electronic form at the meeting.
It is important that your shares are represented and voted at the meeting. You can vote your shares by completing, signing, and returning your completed proxy card or vote by mail, internet or by fax by following the instructions included in the proxy statement. You can revoke a proxy at any time prior to its exercise at the meeting by following the instructions in the proxy statement.
We are holding the 2026 Annual Meeting of Stockholders in a virtual-only meeting format via live webcast on the Internet. You will not be able to attend at a physical location. Stockholders will be able to join and attend online by logging in atwww.virtualshareholdermeeting.com/RLMD2026. Your proxy is revocable in accordance with the procedures set forth in the proxy statement.
| By Order of the Board of Directors | |
| /s/ Charles J. Casamento | |
| Coral Gables, FL | Chairman of the Board |
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
The Proxy Statement and the 2025 Annual Report on Form 10-K are available at
www.relmada.com or www.proxyvote.com
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