Relmada Therapeutics Inc. filed SEC Form 8-K: Termination of a Material Definitive Agreement
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Item 1.02 Termination of a Material Definitive Agreement.
In January 2018, Relmada Therapeutics, Inc. (“Relmada,” the “Company,” “we,” “us,” “our”) entered into a License Agreement (the “License Agreement”) with Dr. Charles E. Inturrisi and Dr. Paolo Manfredi (collectively, the Licensor). Pursuant to the License Agreement, Licensor granted Relmada a perpetual, worldwide, and exclusive license to commercialize Licensor’s rights, including patents and patent applications, to esmethadone in the context of psychiatric use and certain further inventions regarding esmethadone in the context of certain other indications. Relmada paid the Licensor an upfront, non-refundable license fee of $180,000. Additionally, we agreed to pay Licensor $45,000 every three months until the earliest to occur of the following events: (i) the first commercial sale of a licensed product anywhere in the world, (ii) the expiration or invalidation of the last to expire or be invalidated of the patent rights anywhere in the world, or (iii) the termination of the License Agreement. Relmada also agreed to pay Licensor tiered royalties with a maximum rate of 2%, decreasing to 1.75%, and 1.5% in certain circumstances, on net sales of licensed products covered under the License Agreement. Relmada also agreed to pay Licensor tiered payments up to a maximum of 20%, and decreasing to 17.5%, and 15% in certain circumstances, of all consideration received by Relmada for sublicenses granted under the License Agreement. None of such events occurred, and the Company has been paying Licensor $45,000 every three months.
On July 7, 2025, the Company delivered to the Licensor a formal notice of termination of the License Agreement, ending the Company’s participation in the previously announced esmethadone development program. As a result of the notice of termination, all material obligations under the license agreement with the Licensor will cease 90 days after the date of the notice.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: July 10, 2025 | RELMADA THERAPEUTICS, INC. | |
| By: | /s/ Sergio Traversa | |
| Name: | Sergio Traversa | |
| Title: | Chief Executive Officer | |
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