RELMADA THERAPEUTICS, INC.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On March 11, 2026, we issued and sold in a private placement to certain institutional and accredited investors (i) 29,474,569 shares of our common stock, at a price of $4.75 per share, and (ii) pre-funded warrants to purchase up to 4,210,527 shares of common stock at a price of $4.749 per pre-funded warrant, with an exercise price of $0.001 per share. Each of the pre-funded warrants is immediately exercisable and may be exercised at any time, subject to customary 9.99% (or, at the election of the purchaser, 4.99%) beneficial ownership limitations. We engaged Jefferies LLC, Leerink Partners LLC, Piper Sandler & Co. and Mizuho Securities USA LLC as placement agents for the private placement and agreed to pay customary placement fees and reimburse certain expenses of the placement agents. These securities were issued without registration under the Securities Act of 1933, as amended, in reliance upon the exemption afforded by Section 4(a)(2) thereof, as not involving any public offering. For additional information about the private placement, see Item 1.01 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 9, 2026.