RLMD Relmada Therapeutics, Inc. - 8-K

Item 5.03   Amendments to
Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 28, 2026, Relmada
Therapeutics, Inc. (the “Company”) filed a Certificate of Amendment to its Articles of Incorporation, as amended, with the
Secretary of State of Nevada to increase the number of authorized shares of the Company’s common stock from 150,000,000 to 200,000,000
shares (the “ Charter Amendment ”).

The Charter Amendment
was approved by the Company’s stockholders at the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”).
held on May 27, 2026. The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its
entirety by reference to the full text of the Charter Amendment, a copy of which is filed as Exhibit 3.1.

Item 5.07.   Submission of Matters to a Vote of Security
Holders.

On May 27, 2026, the Company held its Annual Meeting.
Of the 104,888,223 shares of the Company’s common stock outstanding and eligible to vote at the Annual Meeting, 66,571,711 shares,
or approximately 63.47% of the eligible common stock, were present either in person or by proxy and voted. The final results of the matters
voted on at the Annual Meeting are provided below.

Proposal 1: Election of Directors.

Stockholders elected the following nominees as
directors to hold office until the 2029 Annual Meeting (i.e. as a Class II Director) and until his successor is elected and qualified
or until his earlier resignation or removal.

Nominee

For

Withheld

Broker

Non-Votes

Charles J. Casamento (Class II, 36 month term)

33,859,106

20,888,478

11,824,127

Sergio Traversa (Class II, 36 month term)

54,124,764

622,820

11,824,127

The continuing Class I Director is Fabiana Fedeli.
The continuing Class III Directors are Paul Kelly and John Glasspool.

Proposal 2: Ratification of Appointment
of Independent Auditors.

Stockholders approved the ratification of the
appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December
31, 2026.

For

Against

Withheld

Broker Non-Votes

66,097,327

104,854

369,530

-

Proposal 3: Approval of an Amendment to
the 2021 Plan.

Stockholders approved the proposed amendment to
the Company’s 2021 Equity Incentive Plan, as amended (the “2021 Plan”), to increase the number of shares of the Company’s
common stock available for issuance pursuant to awards under the 2021 Plan by 3,000,000 to an aggregate of 18,052,942 (including awards
previously granted). The 2021 Plan is described in more detail in the Company’s 2026 Proxy Statement, which was filed with
the Securities and Exchange Commission on April 17, 2026.

For

Against

Withheld

Broker Non-Votes

36,480,855

18,181,681

85,048

11,824,127

Proposal 4:   Approval of the Charter Amendment

Stockholders approved the proposed amendment to
the Company’s Articles of Incorporation, as amended, to increase the number of authorized shares of common stock from 150,000,000
to 200,000,000. The Charter Amendment is described in more detail in the Company’s 2026 Proxy Statement, which was filed with the
Securities and Exchange Commission on April 17, 2026

For

Against

Withheld

Broker Non-Votes

65,072,921

1,170,378

328,412

-

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

3.1

Certificate of Amendment to Articles of Incorporation

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

1