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

(to Prospectus dated September 12, 2024) 40,142,000 Shares of Common StockPre-Funded Warrants to Purchase 5,315,000 Shares of Common Stock5,315,000 Shares of Common Stock Underlying the Pre-Funded Warrants We are offering 40,142,000 shares of our common stock and, in lieu of shares ofcommon stock to investors that so choose, pre-funded warrants to purchase 5,315,000shares of our common stock, or the “pre-funded warrants” (and the shares of commonstock issuable from time to time upon exercise of each of the pre-funded warrants). Theoffering price is $2.20 per share. The purchase price of each pre-funded warrant isequal to the offering price at which a share of common stock is sold in this offering,minus $0.001, and the exercise price of each pre-funded warrant is $0.001 per share ofcommon stock. Each pre-funded warrant will be exercisable for one share of commonstock at any time after the date of issuance of such pre-funded warrant, subject to anownership limitation. This prospectus supplement also relates to the offering of theshares 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.” OnNovember 3, 2025, the last reported sale price of our common stock on The Nasdaq CapitalMarket was $2.20 per share. There is no established public trading market for the pre-funded warrants, and we do not expect a market to develop. In addition, we do not intendtoapply for listing of the pre-funded warrants on any securities exchange orrecognized trading system. Investingin our common stock involves a high degree of risk.Please see“RiskFactors”beginning on page S-5 of this prospectus supplement,on page 2 of theaccompanyingprospectus 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 commissionhas approved or disapproved of these securities or passed upon the adequacy oraccuracyof this prospectus.Any representation to the contrary is a criminaloffense. Certain of our officers have indicated an interest in purchasing up to an aggregateof approximately $2.6 million of shares of our common stock in this offering at theoffering price. However, because indications of interest are not binding agreementsor commitments to purchase, the underwriters could determine to sell more, less or noshares to any of these potential investors and any of these potential investors coulddetermine to purchase more, less or no shares in this offering. The underwritingdiscount for any shares sold to these potential investors in the offering will be thesame as the underwriting discount for the shares sold to other investors in thisoffering. The underwriters expect to deliver the shares of common stock and pre-funded warrantson or about November 5, 2025. Joint Book-Running Managers Mizuho Prospectus Supplement dated November 4, 2025 PageAbout This Prospectus SupplementS-iiProspectus Supplement SummaryS-1The OfferingS-3Risk FactorsS-5Cautionary Note Regarding Forward-Looking Statements and Industry DataS-8Use of ProceedsS-9 Dividend PolicyS-9DilutionS-10Description of Securities We Are OfferingS-11Material U.S. Federal Income Tax Considerations for Non-U.S. Holders of OurCommon Stock and Pre-Funded WarrantsS-12UnderwritingS-16Legal MattersS-25ExpertsS-25Where You Can Find More InformationS-25Incorporation of Certain Information by ReferenceS-26 Prospectus ABOUT THIS PROSPECTUS SUPPLEMENT Thisprospectus supplement and the accompanying prospectus form part of aregistration statement on Form S-3 that we filed with the Securities and ExchangeCommission (the “SEC”), utilizing a “shelf” registration process. This document is intwo parts. The first part is this prospectus supplement, which describes the specificterms of this offering of common stock and pre-funded warrants and also adds to andupdates information contained in the accompanying prospectus and the documentsincorporated by reference herein. The second 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 partsof this document combined. To the extent there is a conflict between the informationcontainedin this prospectus supplement and the information contained in theaccompanying prospectus or any document incorporated by reference therein filedprior to the date of this prospectus supplement, you should rely on the information inthis prospectus supplement; provided that if any statement in one of these documentsisinconsistent with a statement in another document having a later date—forexample, a document incorporated by reference in the accompanying prospectus—thestatement in the document having the later date modifies or supersedes the earlierstatement. We further note that the representations, warranties and covenants mad