Relmada Therapeutics agrees to approximately $160.0 million private placement at $4.75 a share

Relmada Therapeutics, Inc. (Nasdaq: RLMD) signed a securities purchase agreement on March 9, 2026 for a private placement with institutional and accredited investors. The purchasers agreed to pay about $160.0 million in aggregate. The company disclosed the deal in a Form 8-K filed March 9, 2026 under Items 1.01 and 3.02. Closing is expected on March 11, 2026, subject to customary conditions, so the money had not yet arrived when the filing was made.

Terms and placement agents

The purchasers agreed to buy 29,474,569 common shares at $4.75 each. They also agreed to buy pre-funded warrants for up to 4,210,527 shares at $4.749 each, which is the share price less the $0.001 exercise price. The warrants are immediately exercisable at $0.001 a share. A holder cannot exercise if that would leave it owning more than 9.99% of the common stock outstanding, or 4.99% at the purchaser's election. The holder can raise or lower that cap, but not above 9.99%, on 61 days' notice.

The company intends to use the net proceeds for working capital and general corporate purposes, including research and development of its product candidates. The 8-K says Relmada engaged Jefferies LLC, Leerink Partners LLC, Piper Sandler & Co. and Mizuho Securities USA LLC as placement agents. It agreed to pay them customary placement fees and reimburse certain expenses. The 8-K names no counsel to the company or to the placement agents, and it does not identify the individual investors.

Resale registration and penalties

Under a Registration Rights Agreement signed the same day, Relmada must file resale registration statements for the shares and the warrant shares no later than the later of 45 days after closing and one business day after it files its 10-K for 2025. If it misses the filing deadline or the effectiveness deadline, it must pay each purchaser liquidated damages equal to 1.0% of that purchaser's payment for each 30-day period, subject to caps in the purchase agreement. The shares were not registered under the Securities Act of 1933. The company relied on the exemption in Section 4(a)(2).

The NDV-01 data

On the same day, Relmada announced 12-month interim data from its ongoing Phase 2 trial of NDV-01 in high-risk non-muscle invasive bladder cancer. The company reports a 12-month complete response rate of 76%, or 19 of 25 patients. Its table lists 48 patients dosed in the overall population and a 12-month Kaplan-Meier estimate of 83%. In the BCG-unresponsive subgroup, the 12-month rate is 80%, or 8 of 10 patients, out of 20 dosed.

Those denominators are small. The 12-month overall figure rests on 25 patients, and the BCG-unresponsive figure on 10. Of the 48 patients who received at least one dose, 30 (63%) had treatment-related adverse events. Among those, 54% had transient discomfort when urinating, 8% had an asymptomatic positive urine culture and 8% had hematuria. The company says no patient had a grade 3 or higher treatment-related event and none stopped treatment because of an adverse event.

The Phase 3 RESCUE program has not started. The company expects it to begin in mid-2026 and expects initial three-month results from the second-line study by year-end 2026. Until then, the response data come from an interim look at a Phase 2 study.

Losses and the going concern warning

The 10-K for 2024, filed March 27, 2025, reports a net loss of $79,979,354 for 2024, down from $98,791,746 for 2023. Net cash used in operating activities was $51,755,798 in 2024. The auditor's report includes a going concern paragraph, and management projected insufficient liquidity to sustain operations for one year after those statements were issued. Management said it was evaluating the size and scope of future operations and clinical trials, which would affect when it needs to raise the required funding.

The March 2026 filing does not state the cash balance after the placement. It also does not say how long the proceeds will last at the company's current spending pace.

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