🧾 What This Document Is

This is a preliminary proxy statement (PRE 14A) for Relmada Therapeutics. Its main purpose is to tell shareholders about the company's annual meeting and give them the information they need to vote on important proposals.

👉 Why it matters: As a shareholder, this is your instruction manual for the upcoming meeting. It explains what you're voting on and why the board recommends certain choices. It's not a financial report, but a governance and voting guide.

🏢 What The Company Does & Its Tough Year

Relmada is a clinical-stage biopharmaceutical company focused on developing new therapies. 2025 was a dramatic "turnaround year" after a major setback.

• The Crisis: In December 2024, their lead drug candidate (for depression) failed a crucial trial. This was devastating, leaving them with a tiny market cap (~$7 million), a share price of just $0.24, and less than $10 million in cash.
• The Pivot: Management and the board quickly changed strategy. Instead of shutting down, they decided to leverage their experienced drug development team. Their new plan: find and acquire promising, lower-risk clinical-stage assets that other struggling biotechs couldn't fund.
• The Recovery: They successfully executed this plan, acquiring two new drugs: NDV-01 for bladder cancer and Sepranolone for Prader-Willi syndrome. This new strategy, combined with tight cost control and a successful $100 million financing, led to a stunning recovery. By December 2025, the share price hit $4.83 and the market cap soared to ~$353 million.

👉 Why it matters: This context is crucial. The proposals you're voting on are for a company that has just executed a high-stakes, successful rescue mission. The board is asking for your approval to continue funding this new chapter.

💰 The Big Financial Rebound

The numbers show the scale of the recovery:

• Share Price: From a low of $0.24 (March 2025) to a high of $4.83 (December 2025).
• Market Cap: From ~$7 million to ~$353 million.
• Cash Position: From less than $10 million to approximately $100 million after a major November financing.

🚀 What You're Voting On: The 4 Proposals

The annual meeting is on May 27, 2026 (virtual only). Here’s what you’ll decide:

1. Proposal 1: Elect Directors. Vote to re-elect Charles J. Casamento and Sergio Traversa (the CEO) to the board. The board unanimously recommends FOR.
2. Proposal 2: Ratify the Auditor. Approve CBIZ CPAs P.C. as the company's accountant for 2026. This is a routine "housekeeping" vote. The board recommends FOR.
3. Proposal 3: Increase the Equity Pool. Add 3 million more shares to the employee stock plan. This is for attracting and retaining talent in a competitive industry. The board recommends FOR.
4. Proposal 4: Increase Authorized Shares. Raise the total number of shares the company can issue from 150 million to 200 million. This gives the company flexibility for future financing or deals. This proposal requires a majority of all outstanding shares to approve. The board recommends FOR.

👉 Why it matters: Proposals 3 & 4 are about future flexibility. More shares for employees keeps the team motivated. More authorized shares prevent the company from being handcuffed later if it needs to raise capital or make an acquisition. This is especially important for a company that just rebuilt its pipeline and needs to fund clinical trials.

👥 Who's Running the Show

The key executives are:

• Sergio Traversa: CEO, the leader of the turnaround.
• Maged Shenouda: CFO, managed the critical finances.
• Paul Kelly: COO (and board member), overseeing operations.
• Charles Ence: Chief Accounting Officer.

The board includes experienced biotech and finance veterans. The company emphasizes that its leadership has deep industry experience, which was key to navigating the crisis.

📈 What This Signals & The Road Ahead

This proxy tells us Relmada is now a "pipeline turnaround story." It's no longer a single-asset company betting everything on one drug. It's a leaner, better-funded organization with a new strategy and two mid-stage assets.

The key milestones in 2026 will be starting Phase 3 trials for NDV-01 and a Phase 2 trial for Sepranolone. Positive data from these could continue the company's growth. The $100 million cash pile is the fuel for these clinical programs.

⚠️ The Big Risk: The company is still in the clinical development stage. It has no approved products and no revenue from sales. All its value is tied to the future success of NDV-01 and Sepranolone. If those trials fail, the turnaround could unravel.

🧠 The Analogy

Think of Relmada as a ship that took a direct hit (the 2024 trial failure). Instead of abandoning it, the crew (management) patched the holes, threw overboard old cargo (the failed strategy), and used their expert navigation skills to find and load two new, valuable treasure chests (NDV-01 and Sepranolone). They then convinced port investors to refuel the ship with $100 million. Now, they're sailing again, but the destination (FDA approval) is still far away, and storms (clinical trial risks) lie ahead. This vote is the crew asking the ship's owners (shareholders) for permission to use their tools (shares) and keep the voyage going.

🧩 Final Takeaway

This proxy marks the start of Relmada 2.0. Shareholders are voting on governance and share structure for a company that has just survived a near-death experience and re-emerged with a new strategy, a stronger balance sheet, and a refreshed pipeline. The board's message is: "We pulled off the rescue; now give us the tools to complete the mission."