Relmada Therapeutics Inc美股招股说明书(2026-04-09版)

Relmada Therapeutics, Inc. 33,685,096 Shares of Common Stock This prospectus relates to the resale of up to 33,685,096 shares of Relmada Therapeutics, Inc. (the “Company,” “we,” “our,” or“us”) common stock, par value $0.001 per share (“common stock”), by the selling stockholders listed in this prospectus or theirpermitted transferees, consisting of (i) 29,474,569 shares of common stock issued in a private placement (the “Private Placement”)pursuant to a Securities Purchase Agreement entered into on March 9, 2026 and (ii) 4,210,527 shares of common stock issuable uponthe exercise of pre-funded warrants (the “Pre-Funded Warrants”) issued in the Private Placement. We will not receive any of the proceeds from the sale of the shares of common stock by the selling stockholders. The sellingstockholders, or their permitted transferees or other successors-in-interest, may sell the shares of common stock described in thisprospectus in a number of different ways and at varying prices. See “Plan of Distribution” on page 10 of this prospectus for moreinformation on how the selling stockholders may sell the shares of common stock pursuant to this prospectus. We will pay the expenses incurred in registering the resale of the shares of common stock, including legal and accounting fees.See “Plan of Distribution” on page 10 of this prospectus. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You shouldread the entire prospectus and any amendments or supplements carefully before you make your investment decision. Our common stock is listed on the Nasdaq Capital Market under the symbol “RLMD.” The last reported sale price for ourcommon stock on April 8, 2026 as quoted on the Nasdaq Capital Market was $7.01 per share. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 3 of this prospectus and thedocuments incorporated by reference into this prospectus for a discussion of the risks that you should consider in connection withan investment in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminaloffense. The date of this prospectus is April 9, 2026. TABLE OF CONTENTS ABOUT THIS PROSPECTUSiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiiiPROSPECTUS SUMMARY1THE OFFERING2RISK FACTORS3DESCRIPTION OF THE TRANSACTION4SELLING STOCKHOLDERS5USE OF PROCEEDS9PLAN OF DISTRIBUTION10DESCRIPTION OF SECURITIES12LEGAL MATTERS16EXPERTS16WHERE YOU CAN FIND MORE INFORMATION16INCORPORATION OF CERTAIN INFORMATION BY REFERENCE17 ABOUT THIS PROSPECTUS Neither we nor the selling stockholders have authorized anyone to provide you with any information other than that contained in,or incorporated by reference into, this prospectus. We take no responsibility for, and can provide no assurance as to the reliability of,any other information that others may give you. This prospectus is an offer to sell only the shares of our common stock offered hereby,but only under circumstances and in jurisdictions where it is lawful to do so. You should not assume that the information contained inor incorporated by reference in this prospectus is accurate as of any date other than their respective dates. Our business, financialcondition, results of operations and prospects may have changed since those dates. A prospectus supplement may add to, update or change the information contained in this prospectus. You should read both thisprospectus and any applicable prospectus supplement together with additional information described below under the heading “WhereYou Can Find More Information.” Throughout this prospectus, when we refer to the selling stockholders, we are referring to the selling stockholders identified in thisprospectus and, as applicable, their permitted transferees or other successors-in-interest that may be identified in a supplement to thisprospectus or, if required, a post-effective amendment to the registration statement of which this prospectus is a part. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference ismade to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents.Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to theregistration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under theheading “Where You Can Find More Information.” In this prospectus, unless otherwise stated or unless the context otherwise requires, references to “Relmada,” “Company,” “we,”“us,” “our” or similar references mean Relmada Therapeutics, Inc. CAUTIONARY NOTE REGARDING