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Stockholders’ Equity
 9 Months Ended
Sep. 30, 2025
Stockholders’ Equity [Abstract]  
STOCKHOLDERS’ EQUITY

NOTE 7 - STOCKHOLDERS’ EQUITY

 

Common Stock

 

During the nine months ended September 30, 2025, the Company issued 3,017,420 shares of restricted common stock in accordance with the license agreement with Trigone Pharma. The Company recognized $905,226 of research and development compensation expense related to the restricted common stock issued as part of the transaction.  

 

During the nine months ended September 30, 2024, the Company issued 74,999 shares of common stock for the exercise of options for proceeds of $246,747.

 

On April 6, 2022, the Company entered into a new Open Market Sale Agreement with Jefferies, as sales agent (the “ATM”), pursuant to which we may offer and sell, from time to time, through Jefferies, shares of our common stock, having an aggregate offering price of up to $100,000,000. We are not obligated to sell any shares under the agreement. As of September 30, 2025, no shares have been issued under this agreement.

 

On November 5, 2025 the Company announced the closing of its underwritten offering of 40,142,000 shares of its common stock and, in lieu of common stock to certain investors, pre-funded warrants to purchase up to 5,315,000 shares of common stock. The shares of common stock were sold at an offering price of $2.20 per share, and the pre-funded warrants were sold at an offering price of $2.199 per pre-funded warrant, which represents the per share offering price for the common stock less the $0.001 per share exercise price for each such pre-funded warrant. The net proceeds to Relmada from the offering, before deducting other expenses payable by Relmada, and excluding the exercise of any pre-funded warrants, are approximately $94 million.

 

Options and Warrants

 

In December 2014, the Board of Directors adopted, and the Company’s shareholders approved Relmada’s 2014 Stock Option and Equity Incentive Plan, as amended (the “Plan”), which allows for the granting of 5,152,942 common stock awards, stock appreciation rights, and incentive and nonqualified stock options to purchase shares of the Company’s common stock to designated employees, non-employee directors, and consultants and advisors.

 

In May 2021, the Company’s Board of Directors adopted, and shareholders approved Relmada’s 2021 Equity Incentive Plan (the “2021 Plan”) which allows for the granting of 1,500,000 options or other stock awards.

 

In May 2022, the Company’s Board of Directors adopted, and shareholders approved an amendment to the 2021 Plan to increase the shares of the Company’s common stock available for issuance thereunder by 3,900,000 shares. 

 

In May 2023, the Company’s Board of Directors adopted and shareholders approved an amendment to the 2021 Plan to increase the shares of the Company’s common stock available for issuance thereunder by 2,500,000 shares.

 

In May 2025, the Company’s Board of Directors adopted and shareholders approved an amendment to the 2021 Plan to increase the shares of the Company’s common stock available for issuance thereunder by 2,000,000 shares.

 

These combined plans allowed for the granting of up to 15,052,942 options or other stock awards.

 

Stock options are exercisable generally for a period of 10 years from the date of grant and generally vest over four years.

 

The Company uses the simplified method for share-based compensation to estimate the expected term for employee option awards for share-based compensation in its option-pricing model.

 

From January 1, 2025 through September 30, 2025, 3,103,567 options were issued with a weighted average exercise price of $0.65 and a 10-year term, vesting over a 4 year period. The options granted include time-based vesting grants. The options have an aggregate fair value of $1,894,177 calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 3.90% - 4.16% (2) expected life of 6.25 years, (3) expected volatility of 126% - 132%, and (4) zero expected dividends.

Options

 

A summary of the changes in options during the three months ended September 30, 2025 is as follows:

 

   Number of
Options		   Weighted
Average
Exercise
Price Per
Share		   Weighted
Average
Remaining
Contractual
Term
(Years)		   Aggregate
Intrinsic
Value		 
Outstanding and expected to vest at December 31, 2024   12,263,017   $16.61    6.01   $
-
 
Granted   3,103,567   $0.65    
-
   $  
Cancelled   (1,216,598)  $17.39    
-
   $
-
 
Outstanding at September 30, 2025   14,149,986   $13.05    6.73   $4,218,100 
Options exercisable at September 30, 2025   9,732,827   $17.96    5.72   $242,635 

 

At September 30, 2025, the Company has unrecognized stock-based compensation expense of approximately $7.7 million related to unvested stock options which will be recognized over the weighted average remaining service period of 2.87 years.

 

Warrants

 

A summary of the changes in outstanding warrants during the nine months ended September 30, 2025 is as follows:

 

   Number of
Shares		   Weighted
Average
Exercise
Price Per
Share		 
Outstanding Warrants at December 31, 2024   1,382,613   $17.02 
Expired   (631,705)   
-
 
Outstanding at September 30, 2025   750,908   $28.86 
Warrants Vested at September 30, 2025   745,658   $28.87 

  

At September 30, 2025, the Company does not have any unrecognized compensation expense related to outstanding warrants.

 

At September 30, 2025, the aggregate intrinsic value of warrants vested and outstanding was $0.

 

Stock-based compensation by class of expense

 

The following table summarizes the components of stock-based compensation expense which includes restricted stock, stock options, and warrants in the unaudited consolidated statements of operations for the nine months ended September 30, 2025 and 2024 (rounded to nearest $00):

 

   Nine Months
Ended
September 30,
2025		   Nine Months
Ended
September 30,
2024		 
Research and development  $1,419,500   $5,007,300 
General and administrative   10,114,500    18,450,700 
Total  $11,534,000   $23,458,000