Relmada Therapeutics Inc美股招股说明书(2025-11-05版)

40,142,000 Shares of Common StockPre-Funded Warrants to Purchase 5,315,000Shares of Common Stock5,315,000 Shares of Common Stock Underlying the Pre-Funded Warrants We are offering 40,142,000shares of our common stock and, in lieu of shares of common stock to investors that so choose, pre-funded warrants to purchase 5,315,000 shares of our common stock, or the “pre-funded warrants” (and the shares of common stockissuable from time to time upon exercise of each of the pre-funded warrants). The offering price is $2.20 per share. The purchase priceof each pre-funded warrant is equal to the offering price at which a share of common stock is sold in this offering, minus $0.001, andthe exercise price of each pre-funded warrant is $0.001 per share of common stock. Each pre-funded warrant will be exercisable forone share of common stock at any time after the date of issuance of such pre-funded warrant, subject to an ownership limitation. Thisprospectus supplement also relates to the offering of the shares of common stock issuable upon exercise of the pre-funded warrants. Our common stock is listed on The Nasdaq Capital Market under the symbol “RLMD.” On November 3, 2025, the last reported saleprice of our common stock on The Nasdaq Capital Market was $2.20 per share. There is no established public trading market for thepre-funded warrants, and we do not expect a market to develop. In addition, we do not intend to apply for listing of the pre-fundedwarrants on any securities exchange or recognized trading system. Investing in our common stock involves a high degree of risk. Please see “Risk Factors” beginning on page S-5 of thisprospectus supplement, on page 2 of the accompanying prospectus and in the other documents that are incorporated byreference herein and therein for more information. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminaloffense. See the section titled “Underwriting” for a description of the compensation payable to the underwriters. Certain of our officers have indicated an interest in purchasing up to an aggregate of approximately $2.6 millionof shares of ourcommon stock in this offering at the offering price. However, because indications of interest are not binding agreements orcommitments to purchase, the underwriters could determine to sell more, less or no shares to any of these potential investors and anyof these potential investors could determine to purchase more, less or no shares in this offering. The underwriting discount for anyshares sold to these potential investors in the offering will be the same as the underwriting discount for the shares sold to otherinvestors in this offering. The underwriters expect to deliver the shares of common stock and pre-funded warrants on or about November 5, 2025. Joint Book-Running Managers Mizuho Prospectus Supplement dated November 4, 2025 TABLE OF CONTENTS Prospectus Supplement PageAbout This Prospectus SupplementS-iiProspectus Supplement SummaryS-1The OfferingS-3Risk FactorsS-5Cautionary Note Regarding Forward-Looking Statements and Industry DataS-8Use of ProceedsS-9Dividend PolicyS-9DilutionS-10Description of Securities We Are OfferingS-11Material U.S. Federal Income Tax Considerations for Non-U.S. Holders of Our Common Stockand Pre-Funded WarrantsS-12UnderwritingS-16Legal MattersS-25ExpertsS-25Where You Can Find More InformationS-25Incorporation of Certain Information by ReferenceS-26 Prospectus PageAbout This ProspectusiiCautionary Statement Regarding Forward-Looking StatementsiiiProspectus Summary1Risk Factors2Use of Proceeds3Plan of Distribution4Description of Securities We May Offer7Common Stock7Preferred Stock8Warrants10Subscription Rights11Depositary Shares12Purchase Contracts13Units14Forms of Securities17Legal Matters18Experts18Where You Can Find Additional Information18Incorporation of Documents by Reference19 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus form part of a registration statement on Form S-3 that we filed with theSecurities and Exchange Commission (the “SEC”), utilizing a “shelf” registration process. This document is in two parts. The first partis this prospectus supplement, which describes the specific terms of this offering of common stock and pre-funded warrants and alsoadds to and updates information contained in the accompanying prospectus and the documents incorporated by reference herein. Thesecond part, the accompanying prospectus dated September 12, 2024, provides more general information. Generally, unless the contextindicates otherwise, when we refer to this prospectus, we are referring to both parts of this document combined. To the extent there is aconflict between the information contained in this prospectus supplement and the information contained in the accompany