REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 13th, 2019 • Relmada Therapeutics, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September __, 2019 among Relmada Therapeutics, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT RELMADA THERAPEUTICS, INC.Security Agreement • May 15th, 2019 • Relmada Therapeutics, Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____________________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on __________, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Relmada Therapeutics, Inc., a Nevada corporation (the “Company”), up to _______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
8,823,530 Shares RELMADA THERAPEUTICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • December 13th, 2021 • Relmada Therapeutics, Inc. • Pharmaceutical preparations • New York
Introductory. Relmada Therapeutics, Inc., a Nevada corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 8,823,530 shares of its common stock, par value $0.001 per share (the “Shares”). The 8,823,530 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 1,323,529 Shares as provided in Section 2. The additional 1,323,529 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Goldman Sachs & Co. LLC (“Goldman”), and Jefferies LLC (“Jefferies”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To t
RELMADA THERAPEUTICS, INC. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • October 2nd, 2015 • Relmada Therapeutics, Inc. • Pharmaceutical preparations • New York
Relmada Therapeutics, Inc., a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • April 7th, 2022 • Relmada Therapeutics, Inc. • Pharmaceutical preparations • New York
SHARE PURCHASE AGREEMENT BY AND AMONG RELMADA THERAPEUTICS, INC. AND EACH PURCHASER IDENTIFIED ON APPENDIX A HERETO SHARE PURCHASE AGREEMENTShare Purchase Agreement • November 13th, 2019 • Relmada Therapeutics, Inc. • Pharmaceutical preparations • New York
This SHARE PURCHASE AGREEMENT (this “Agreement”) is dated as of September __, 2019 by and among Relmada Therapeutics, Inc., a Nevada corporation (the “Company”), and each purchaser identified on Appendix A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 17th, 2023 • Relmada Therapeutics, Inc. • Pharmaceutical preparations • Nevada
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) effective this 12th day of January, 2023, by and between Relmada Therapeutics, Inc., a Nevada corporation (the “Corporation”), and Fabiana Fedeli (“Indemnitee”).
AMENDED AND RESTATED UNIT PURCHASE AGREEMENT BY AND AMONG RELMADA THERAPEUTICS, INC. AND EACH PURCHASER IDENTIFIED ON APPENDIX A HERETOUnit Purchase Agreement • December 3rd, 2019 • Relmada Therapeutics, Inc. • Pharmaceutical preparations • New York
This AMENDED AND RESTATED UNIT PURCHASE AGREEMENT (this “Agreement”) entered into as of November 27, 2019, and effective as of February 12, 2019, by and among Relmada Therapeutics, Inc., a Nevada corporation (the “Company”), and each purchaser identified on Appendix A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”) amends and restates in its entirety the Unit Purchase Agreement among the parties hereto dated as of February 12, 2019.
AGREEMENT OF LEASE Between GP 275 OWNER, LLC, Landlord, and RELMADA THERAPEUTICS, INC., Tenant. Premises: Suite 702 275 Madison Avenue New York, New York LEASE INFORMATION SUMMARYLease Agreement • June 15th, 2015 • Relmada Therapeutics, Inc. • Pharmaceutical preparations • New York
AGREEMENT OF LEASE, made between GP 275 OWNER, LLC, as landlord, and RELMADA THERAPEUTICS, INC., a Delaware corporation, as tenant.
MEMBERSHIP AGREEMENT HI SERGIO TRAVERSA Please review your Membership Details below. If you have any questions or concerns, please don’t hesitate to reach out to us at WE-US-29617@wework.com PRIMARY MEMBER INFORMATION Relmada Therapeutics, Inc....Membership Agreement • February 13th, 2019 • Relmada Therapeutics, Inc. • Pharmaceutical preparations • New York
By electronically signing the(se) membership agreement(s) below, your company is entering into legally binding agreement(s). Please download and read carefully prior to signing. Any Agreement(s), including the(se) Terms and Conditions and Membership Details form(s), and any applicable Service Package Addendum(s), will be effective when signed by both parties. In the event of any conflict between the(se) Terms and Conditions and the Membership Details form(s), the Membership Details form(s) shall prevail.
CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENTConfidential Information and Invention Assignment Agreement • July 29th, 2019 • Relmada Therapeutics, Inc. • Pharmaceutical preparations • New York
As a condition of my becoming employed as a consultant by Relmada Therapeutics, Inc., a Nevada corporation, or any of its current or future subsidiaries, affiliates, successors or assigns (collectively, the “Company”), and in consideration of my consulting relationship with the Company and my receipt of the compensation now and hereafter paid to me by the Company, I agree to the following:
RELMADA THERAPEUTICS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • May 27th, 2014 • Camp Nine, Inc. • Sporting & athletic goods, nec • Delaware
THIS INDEMNIFICATION AGREEMENT is made as of July 10, 2012 between Relmada Therapeutics, Inc. (the "Company"), a Delaware corporation, and Sergio Traversa ("Indemnitee").
SUBSCRIPTION AGREEMENT To subscribe for Units in the private offering of RELMADA THERAPEUTICS, INC.Subscription Agreement • May 15th, 2019 • Relmada Therapeutics, Inc. • Pharmaceutical preparations • New York
January 9, 2020Employment Agreement • January 10th, 2020 • Relmada Therapeutics, Inc. • Pharmaceutical preparations • New York
Relmada Therapeutics, Inc. (the “Company”) desires to continue to employ you and to have the benefit of your skills and services. The parties entered into an Amended and Restated Employment Agreement on August 5, 2015 which is amended and restated herein.
WARRANT TO PURCHASE COMMON STOCK of Camp Nine, Inc. Void after _________, 2014Warrant Agreement • June 16th, 2014 • Camp Nine, Inc. • Sporting & athletic goods, nec • New York
This certifies that, for value received, _________________, a ________________________, or its registered assigns (“Holder”) is entitled, subject to the terms set forth below, to purchase from Camp Nine, Inc.(the “Company”), a Nevada corporation, __________________ (_______) shares of the Common Stock of the Company (the “Shares”), upon surrender hereof, at the principal office of the Company referred to below and simultaneous payment therefor in lawful money of the United States or otherwise as hereinafter provided, at the Exercise Price as set forth in Section 2 below. This Warrant is issued pursuant to the Unit Purchase Agreement dated as of ____________, 2014, among the Company and certain Purchasers named therein (the “Purchase Agreement”). The number, character and Exercise Price of such shares of Common Stock (the "Common Stock") are subject to adjustment as provided below. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or
SHARE EXCHANGE AGREEMENT BY AND AMONG CAMP NINE, INC. AND RELMADA THERAPEUTICS, INC. AND THE SHAREHOLDERS OF RELMADA THERAPEUTICS, INC. Dated as of: May 20, 2014Share Exchange Agreement • May 27th, 2014 • Camp Nine, Inc. • Sporting & athletic goods, nec • New York
This SHARE EXCHANGE AGREEMENT (“Agreement”), dated as of May 20, 2014, is made by and among CAMP NINE, INC., a corporation organized under the laws of Nevada (the “Acquiror”),, RELMADA THERAPEUTICS, INC., a corporation organized under the laws of Delaware (the “Acquiree”), and each of the Persons listed on Schedule I hereto who are shareholders of the Acquiree (collectively, the “Acquiree Shareholders,” and individually an “Acquiree Shareholder”). Each of the Acquiror, Acquiree and Acquiree Shareholders are referred to herein individually as a “Party” and collectively as the “Parties.”
OPTION TO PURCHASE COMMON STOCK OF RELMADA THERAPEUTICS, INC.Option to Purchase Common Stock • May 27th, 2014 • Camp Nine, Inc. • Sporting & athletic goods, nec
Relmada Therapeutics, Inc. (the “Company”), hereby grants Eliseo Salinas (the “Optionee”) an opportunity to purchase shares of the Company’s Common Stock of the par value of $0.01 per share (“Common Stock”) on the terms and subject to the conditions hereinafter provided, and as further contemplated in that certain employment agreement dated as of January 31, 2014 between the Optionee and the Company (“the Employment Agreement”).
BY AND AMONG CAMP NINE. INC. AND THE INVESTORS PARTY HERETO June 10, 2014Unit Investor Rights Agreement • June 16th, 2014 • Camp Nine, Inc. • Sporting & athletic goods, nec • New York
THIS 2014 UNIT INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of June 10, 2014, by and among Camp Nine, Inc., a Nevada corporation (the “Company”), the persons identified on Exhibit A hereto (the “Investors”), and the Placement Agent (defined below).
AGREEMENTDirector Resignation Agreement • September 28th, 2017 • Relmada Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Agreement (“Agreement”) is entered into by and between Sandesh Seth (“Director” or “you”) and Relmada Therapeutics, Inc. (the “Company” or “Relmada”), and confirms the agreement that has been reached with you in connection with your resignation as a director of the Company (together, the “Parties”).
ADVISORY AND CONSULTING AGREEMENTAdvisory and Consulting Agreement • August 7th, 2015 • Relmada Therapeutics, Inc. • Pharmaceutical preparations
This Advisory and Consulting Agreement (“Agreement”) dated August 4, 2015 and effective June 30, 2015 (the “Effective Date”) by and between Relmada Therapeutics, Inc., a Nevada corporation with a business address at 757 Third Avenue, 14 Floor, New York, NY 10017, U.S.A. (“Relmada” or the “Company”), and Sandesh Seth (“Consultant”).
UNIT PURCHASE AGREEMENT BY AND AMONG CAMP NINE, INC. AND THE PURCHASERS PARTY HERETO June 10, 2014Unit Purchase Agreement • June 16th, 2014 • Camp Nine, Inc. • Sporting & athletic goods, nec • New York
THIS UNIT PURCHASE AGREEMENT (the “Agreement”) is entered into on June 10, 2014 by and among Camp Nine, Inc., a Nevada corporation (the “Company”) and the purchasers identified on Exhibit A on the date hereof (which purchasers are hereinafter collectively referred to as the “Purchasers” and each individually as, a “Purchaser”).
AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • September 28th, 2017 • Relmada Therapeutics, Inc. • Pharmaceutical preparations
This Agreement amends and restates in its entirety that certain Office Space License Agreement, dated as of March 10, 2016 and effective as of January 1, 2016, between Relmada and Actinium (the “Original Agreement”) for office space within the Premises. This Agreement is intended to and does completely amend and restate the Original Agreement.
ContractAssignment and Consent Agreement • September 28th, 2017 • Relmada Therapeutics, Inc. • Pharmaceutical preparations
THIS ASSIGNMENT AND CONSENT AGREEMENT (this “Agreement”), made as of the 6th day of June, 2017, between 275 MADISON AVENUE RPW 1 LLC and 275 MADISON AVENUE RPW 2 LLC, having an office in care of RPW Group, Inc., 800 Westchester Avenue, Rye Brook, New York 10573, hereinafter referred to collectively as the “Owner,” RELMADA THREAPEUTICS, INC., having an office at 275 Madison Avenue, Suite 702, New York, New York 10016, hereinafter referred to as the “Assignor,” and ACTINIUM PHARMACEUTICALS, INC., having an office at 275 Madison Avenue, Suite 702, New York, New York 10016, hereinafter referred to as the “Assignee.”
Form of WarrantWarrant Agreement • May 27th, 2014 • Camp Nine, Inc. • Sporting & athletic goods, nec • New York
This certifies that, for value received, , a , or its registered assigns (the “Holder”) is entitled, subject to the terms set forth below, to purchase from Relmada Therapeutics, Inc. (the “Company”), a Delaware corporation, ( ) (being an amount equal to 25% x the “Principal Amount” of the related Senior Subordinated Promissory Note issued pursuant to the Purchase Agreement – as defined below –, divided by the Exercise Price) shares of the Common Stock of the Company (the “Shares”), upon surrender hereof, at the principal office of the Company referred to below and simultaneous payment therefor in lawful money of the United States or otherwise as hereinafter provided, at the Exercise Price as set forth in Section 2 below. This warrant (the “Warrant”) is issued pursuant to the “Senior Subordinated Convertible Promissory Note Purchase Agreement” dated as of , 2012, among the Company and certain “Purchasers” named therein (the “Purchase Agreement”). The number, character and Exercise Price
SETTLEMENT AGREEMENT, MUTUAL RELEASE OF ALL CLAIMS, AND CONFIDENTIALITY AGREEMENTSettlement Agreement • February 13th, 2019 • Relmada Therapeutics, Inc. • Pharmaceutical preparations • Pennsylvania
This Settlement Agreement, Mutual Release of all Claims, and Confidentiality Agreement (hereinafter referred to as the “Agreement”) is made and entered into effect as of the latest date on which this Agreement is fully executed and receipt by the Designated Payee (term defined below) of the First Payment (term defined below) by and between Najib Babul and Cinergen, LLC, on the one hand (Najib Babul and Cinergen, LLC are collectively referred to as “Babul”) and Relmada Therapeutics, Inc., a Delaware Corporation (“Relmada I”), Relmada Therapeutics, Inc. a Nevada Corporation (“Relmada II”), on the other hand, (Relmada I and Relmada are collectively referred to as “Relmada”), Laidlaw & Company (UK) Ltd. (“Laidlaw”), Sandesh Seth (“Seth”), and Sergio Traversa (“Traversa”) (Relmada I, Relmada II, Laidlaw, Seth and Traversa are collectively referred to as “Defendants”). Each of Babul, Relmada I, Relmada II, Laidlaw, Seth, and Traversa is referred to individually as “Party” and collectively th
ContractNote Purchase Agreement • February 12th, 2018 • Relmada Therapeutics, Inc. • Pharmaceutical preparations • New York
THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. ADDITIONALLY, THE TRANSFER OF THESE SECURITIES IS SUBJECT TO CERTAIN CONDITIONS SPECIFIED IN THE NOTE PURCHASE AGREEMENT DATED AS OF THE DATE HEREOF BETWEEN RELMADA THERAPEUTICS, INC. (THE “BORROWER”) AND THE SIGNATORY THERETO. NO TRANSFER OF THESE SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE BORROWER.
LOCK-UP LETTER AGREEMENTLock-Up Letter Agreement • May 27th, 2014 • Camp Nine, Inc. • Sporting & athletic goods, nec
AGREEMENTConsulting Agreement • September 28th, 2017 • Relmada Therapeutics, Inc. • Pharmaceutical preparations • Pennsylvania
This AGREEMENT, effective February 15, 2017 (“EFFECTIVE DATE”) is made by and between MDB Communications LLC, 41 University Drive, Suite 400-01, Newtown, PA 18940 (“CONSULTANT”), and Relmada Therapeutics, Inc., 275 Madison Ave, STE 702, New York, NY, 10016 (“CLIENT”).
WARRANT TO PURCHASE COMMON STOCK of Relmada Therapeutics, Inc. Void after September __, 2024Warrant to Purchase Common Stock • February 12th, 2018 • Relmada Therapeutics, Inc. • Pharmaceutical preparations • New York
This certifies that, for value received, , or registered assigns (“Holder”) is entitled, subject to the terms set forth below, to purchase from Relmada Therapeutics, Inc. (the “Company”), a Nevada corporation, _________ shares of the Common Stock of the Company (the “Shares”), upon surrender hereof, at the principal office of the Company referred to below and simultaneous payment therefor in lawful money of the United States or otherwise as hereinafter provided, at the Exercise Price as set forth in Section 2 below. This Warrant is issued pursuant to the Note and Warrant Purchase Agreements dated as of August __, 2017, among the Company and certain Purchasers named therein (collectively, the “Purchase Agreement”). The number, character and Exercise Price of such shares of Common Stock (the “Common Stock”) are subject to adjustment as provided below. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided h
CONSULTING AGREEMENTConsulting Agreement • February 13th, 2019 • Relmada Therapeutics, Inc. • Pharmaceutical preparations • New York
This CONSULTING Agreement (this “Agreement”) is made by and between RELMADA THERAPEUTICS INC., a Nevada corporation (the “Company”) and Najib Babul (“Consultant”). This Agreement is effective as of March 25, 2019.
LOCK-UP LETTER AGREEMENTLock-Up Letter Agreement • May 27th, 2014 • Camp Nine, Inc. • Sporting & athletic goods, nec
AGREEMENT AND PLAN OF MERGER among RELMADA THERAPEUTICS, INC. and MEDEOR, INC. dated as of December 31, 2013Merger Agreement • May 27th, 2014 • Camp Nine, Inc. • Sporting & athletic goods, nec • New York
This Agreement and Plan of Merger (this "Agreement"), is entered into as of December ____, 2013, by and between RELMADA THERAPUETICS, INC., a Delaware corporation (the "Company") and MEDEOR, INC., a Delaware corporation ("Medeor"). The Company and Medeor are sometimes individually referred to as a “Party” and collectively as the “Parties.” Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to them as set forth in Annex I hereto.
RELMADA THERAPEUTICS, INC. NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • February 12th, 2018 • Relmada Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS NOTE AND WARRANT PURCHASE AGREEMENT (the “Purchase Agreement”), dated this __ day of __________ 2017, is by and between ___________, (the “Buyer”), and RELMADA, THERAPEUTICS, INC., a Nevada corporation (the “Company”).
ADVISORY AGREEMENTAdvisory Agreement • January 5th, 2023 • Relmada Therapeutics, Inc. • Pharmaceutical preparations • New York
This ADVISORY AGREEMENT (this “Agreement”) is made and entered into as of January 1, 2023 (the “Effective Date”), by and between Relmada Therapeutics, Inc., a Nevada corporation (the “Company”), and Paul Kelly (the “Advisor”).
NON-DISCLOSURE, ASSIGNMENT OF INVENTIONS, NON-SOLICITATION AND NON-COMPETE AGREEMENTNon-Disclosure, Assignment of Inventions, Non-Solicitation and Non-Compete Agreement • May 27th, 2014 • Camp Nine, Inc. • Sporting & athletic goods, nec • Pennsylvania
THIS AGREEMENT, dated as of April 18, 2012, is made by and between Relmada Therapeutics, Inc., a Delaware corporation (the "Company") whose mailing address is P.O. Box 1266, Blue Bell, PA 19422-0409 and Sergio Traversa, PharmD ("Employee"), residing at 415 East 37th Street, Suite 29 L, New York NY 10016.
