v3.26.1
Stockholders’ Equity
 6 Months Ended
Jun. 30, 2026
Stockholders’ Equity [Abstract]  
STOCKHOLDERS’ EQUITY

NOTE 7 - STOCKHOLDERS’ EQUITY

 

Common Stock

 

During the six months ended June 30, 2026, the Company issued 97,123 shares of common stock for the exercise of 97,123 options for cash proceeds of $101,497.

 

During the six months ended June 30, 2026, the Company issued 1,682,500 shares of common stock for the exercise of 1,682,500 pre-funded warrants for cash proceeds of $1,683.

 

During the six months ended June 30, 2026, holders exercised pre-funded warrants to purchase 2,082,500 shares of common stock on a cashless basis. The Company issued 2,082,032 shares of common stock upon exercise and received no cash proceeds. 

 

As of June 30, 2026 pre-funded warrants to purchase 5,760,527 shares of common stock remained outstanding. The prefunded warrants are exercisable at $0.001 per share, are subject to beneficial ownership limitations, and are classified as equity.

 

During the six months ended June 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.

  

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 June 30, 2026, no shares have been issued under this agreement.

 

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 12,900,000 shares.

 

These combined plans allowed for the granting of up to 18,052,942 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 six months ended June 30, 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     25,000     $ 6.69       -     $ -  
Exercised     (97,123 )   $ 1.05       -     $ -  
Cancelled     (125 )   $ 6.20       -     $ -  
Outstanding at June 30, 2026     14,948,356     $ 12.58       6.18     $ 37,022,991  
Options exercisable at June 30, 2026     11,157,446     $ 16.24       5.31     $ 17,604,100  

 

At June 30, 2026, the Company has unrecognized stock-based compensation expense of approximately $5.8 million related to unvested stock options which will be recognized over the weighted average remaining service period of 2.62 years.

 

During six months ended June 30, 2026, there were 25,000 options granted with the weighted average fair value of approximately $6.06 per share.

 

For the year ended December 31, 2025, the weighted average fair value of options granted was approximately $1.38 per share.

 

The weighted average fair value per share was calculated using the Black-Scholes model with the following specific assumptions:

 

    Six Months Ended     Year Ended  
    June 30,     December 31,  
    2026     2025  
Risk free interest rate     4.18 %     3.85 to 4.16 %
Dividend yield     0 %     0 %
Volatility     129 %     126.4-134.4 %
Expected term (in years)     6.25       6.25  

 

Warrants

 

A summary of the changes in outstanding equity-warrants during the six months ended June 30, 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     (3,765,000 )     0.001  
Outstanding at June 30, 2026     6,325,612     $ 2.66  
Warrants Vested at June 30, 2026     6,325,612     $ 2.66  

 

The warrants granted during the six months ended June 30, 2026 consist of 4,210,527 pre-funded warrants issued to investors in connection with the Company's March 2026 private placement. The pre-funded warrants have an exercise price of $0.001 per share and are classified as equity.

 

At June 30, 2026, the Company had $0 of unrecognized compensation expense related to outstanding warrants.

 

At June 30, 2026, the aggregate intrinsic value of warrants exercisable was $39,914,036.

 

Stock-based compensation by class of expense

 

The following table summarizes the components of stock-based compensation expense which includes stock options, and warrants in the unaudited consolidated statements of operations for the three and six months ended June 30, 2026 and 2025 (rounded to nearest $00):

 

    Three Months Ended     Six Months Ended  
    June 30,     June 30,  
    2026     2025     2026     2025  
Research and development   $ 218,500     $ 168,900     $ 455,500     $ 331,000  
General and administrative     684,400       3,279,500       1,403,600       6,690,200  
Total   $ 902,900     $ 3,448,400     $ 1,859,100     $ 7,021,200