v3.26.1
Stockholders’ Equity
 3 Months Ended
Mar. 31, 2026
Stockholders’ Equity [Abstract]  
STOCKHOLDERS’ EQUITY

NOTE 7 - STOCKHOLDERS’ EQUITY

 

Common Stock

 

During the three months ended March 31, 2026, the Company issued 2,082,032 shares of common stock upon the cashless exercise of 2,082,500 warrants.

 

During the three months ended March 31, 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.

 

On April 6, 2022, the Company entered into a new Open Market Sale Agreement with Jefferies, as sales agent, 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 million. We are not obligated to sell any shares under the agreement. As of March 31, 2026, 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 the Company from the offering, after deducting other expenses payable by the Company, and excluding the exercise of any pre-funded warrants, were approximately $94 million.

 

On March 9, 2026, the Company entered into a Securities Purchase Agreement for a private placement with certain institutional and accredited investors (collectively, the Purchasers). The Purchasers purchased 29,474,569 shares of the Company’s common stock, par value $0.001 per share and pre-funded warrants up to 4,210,527 shares of common stock. The closing of the Private Placement occurred on March 11, 2026. The shares of common stock were sold at an offering price of $4.75 per share, and the pre-funded warrants were sold at an offering price of $4.749 per pre-funded warrant, which represents the per share purchase price for the common stock less the $0.001 per share exercise price for each such pre-funded warrant. The net proceeds from the Purchase Agreement, after deducting fees payable by the Company, and excluding the exercise of any pre-funded warrants, were approximately $150 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 subsequent years the Company’s Board of Directors adopted, and shareholders approved amendments to the 2021 plan to increase the shares of the Company’s common stock available to be issued under the plan to 9,900,000 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.

Options

 

A summary of the changes in options during the three months ended March 31, 2026 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, 2025   15,020,604   $12.51    6.69   $20,007,758 
Granted   
-
   $
-
    -   $
-
 
Cancelled   (125)  $
-
    -   $
-
 
Outstanding at March 31, 2026   15,020,479   $12.51    6.44   $37,924,296 
Options exercisable at March 31, 2026   10,796,790   $16.69    5.48   $16,201,985 

 

At March 31, 2026, the Company has unrecognized stock-based compensation expense of approximately $6.5 million related to unvested stock options which will be recognized over the weighted average remaining service period of 2.77 years.

 

No options were granted in the three months ended March 31, 2026. For the year ended December 31, 2025, the weighted average fair value of options granted was approximately $1.38 per share, calculated using the Black-Scholes model with the following specific assumptions:

 

  

Three Months Ended

   Year Ended 
   March 31,   December 31, 
   2026   2025 
Risk free interest rate   
     -
%   3.85 to 4.16%
Dividend yield   
-
%   0%
Volatility   
-
%   126.4-134.4%
Expected term (in years)   
-
    6.25 

 

Warrants

 

A summary of the changes in outstanding warrants during the three months ended March 31, 2026 is as follows:

 

   Number of
Shares		   Weighted
Average
Exercise
Price
Per
Share		 
Outstanding Warrants at December 31, 2025   5,880,085   $2.86 
Granted   4,210,527   $0.001 
Exercised   (2,082,500)  $
-
 
Outstanding at March 31, 2026   8,008,112   $2.10 
Warrants exercisable at March 31, 2026   8,008,112   $2.10 

  

At March 31, 2026, the Company had approximately $0 of unrecognized compensation expense related to outstanding warrants.

 

At March 31, 2026, the aggregate intrinsic value of warrants exercisable was $22,552,693.

Stock-based compensation by class of expense

 

The following summarizes the components of stock-based compensation expense which includes, stock options, and warrants in the unaudited consolidated statements of operations for the three months ended March 31, 2026 and 2025 (rounded to nearest $00):

 

   Three Months
Ended
March 31,
2026		   Three Months
Ended
March 31,
2025		 
Research and development  $237,000   $162,100 
General and administrative   719,200    3,410,700 
Total  $956,200   $3,572,800