Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934 (Amendment No.
__N/A__)*
Relmada Therapeutics, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
75955J402
(CUSIP Number)
June 1, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior
cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RTW Investments, LP
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
1,255,857 *
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,255,857 *
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,255,857 *
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.26%*
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN, OO, IA
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RTW Master Fund, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
884,400 *
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
884,400 *
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
884,400 *
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.82%*
12. TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
CO
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Roderick Wong
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
1,255,857 *
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,255,857 *
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,255,857 *
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.26%*
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC
Item 1.
(a).
Name of Issuer:
Relmada Therapeutics, Inc.
(b).
Address of issuer's principal executive offices:
880 Third Avenue, 12th Floor
New York, NY 10022
Item 2.
(a).
Name of person filing:
RTW Investments, LP
RTW Master Fund, Ltd.
Roderick Wong
(b).
Address or principal business office or, if none, residence:
RTW Investments, LP
412 West 15th Street
Floor 9
New York, New York 10011
RTW Master Fund, Ltd.
c/o Intertrust Corporate Services (Cayman) Limited
190 Elgin Avenue, George Town
Grand Cayman KY1-9001, Cayman Islands
Roderick Wong
c/o RTW Investments, LP
412 West 15th Street
Floor 9
New York, New York 10011
(c).
Citizenship:
RTW Investments, LP ? Delaware
RTW Master Fund, Ltd. ? Cayman Islands
Roderick Wong ? United States of America
(d).
Title of class of securities:
Common Stock
(e).
CUSIP No.:
75955J402
Item 3. If This Statement is filed pursuant to
??.240.13d-1(b) or 240.13d-2(b), or (c),
check whether the person filing is a
N/A
Item 4. Ownership.
Provide the following information regarding
the aggregate number and percentage of the
class of securities of the issuer
identified in Item 1.
(a) Amount beneficially owned:
RTW Investments, LP ? 1,255,857 *
RTW Master Fund, Ltd. ? 884,400 *
Roderick Wong ? 1,255,857 *
(b) Percent of class:
RTW Investments, LP ? 8.26%*
RTW Master Fund, Ltd. ? 5.82%*
Roderick Wong ? 8.26%*
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
RTW Investments, LP ? 0
RTW Master Fund, Ltd. ? 0
Roderick Wong ? 0
(ii) Shared power to vote or to direct the vote
RTW Investments, LP ? 1,255,857 *
RTW Master Fund, Ltd. ? 884,400 *
Roderick Wong ? 1,255,857 *
(iii) Sole power to dispose or to direct the disposition of
RTW Investments, LP ? 0
RTW Master Fund, Ltd. ? 0
Roderick Wong ? 0
(iv) Shared power to dispose or to direct the disposition of
RTW Investments, LP ? 1,255,857 *
RTW Master Fund, Ltd. ? 884,400 *
Roderick Wong ? 1,255,857 *
* The Common Stock (the "Shares"), of Relmada Therapeutics,
Inc. (the "Company") reported herein are held by RTW Master
Fund, Ltd. and one or more private funds (together the "Funds")
managed by RTW Investments, LP (the "Adviser"). The Adviser,
in its capacity as the investment manager of the Funds, has the
power to voteand the power to direct the disposition of all Shares
held by the Funds. Accordingly, for the purposes of Reg. Section
240.13d-3, the Adviser may be deemed to beneficially own an
aggregate of 1,255,857 Shares, or 8.26% of the Company?s
15,198,109 Shares deemed issued and outstanding as of May 13,
2020. Roderick Wong is the Managing Partner of the Adviser.
This report shall not be deemed an admission that the
Adviser, the Funds or any other person is the beneficial owner
of the securities reported herein for purposes of Section 13 of the
Securities Exchange Act of 1934, as amended, or for any other
purpose. Each of the reporting persons herein disclaims beneficial
ownership of the Shares reported herein except to the extent
of the reporting person?s pecuniary interest therein.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased
to be the beneficial owner of more than five percent
of the class of securities, check the following [ ].
N/A
Item 6. Ownership of More Than Five Percent on Behalf of Another
Person.
If any other person is known to have the right to receive
or the power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities, a statement to
that effect should be included in response to this item and,
if such interest relates to more than 5 percent of the class,
such person should be identified. A listing of the
shareholders of an investment company registered under the
Investment Company Act of 1940 or the beneficiaries of
employee benefit plan, pension fund or endowment
fund is not required.
N/A
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on
by the Parent Holding Company or Control
Person.
If a parent holding company or control person has
filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G),
so indicate under Item 3(g) and attach an exhibit stating
the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company or control person
has filed this schedule pursuant to Rule 13d-1(c) or Rule
13d-1(d), attach an exhibit stating the identification of the
relevant subsidiary.
N/A
Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to ?240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity
and Item 3 classification of each member of the group. If a group has
filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach
an exhibit stating the identity of each member of the group.
N/A
Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an
exhibit stating the date of the dissolution and that all further
filings with respect to transactions in the security reported on
will be filed, if required, by members of the group, in their
individual capacity.
See Item 5.
N/A
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Dated: June 10, 2020
RTW Investments, LP
By: /s/ Roderick Wong
Roderick Wong, Managing Partner
RTW Master Fund, Ltd.
By: /s/ Roderick Wong
Roderick Wong, Director
Roderick Wong
By: /s/ Roderick Wong
Roderick Wong, Individually
The original statement shall be signed by each person
on whose behalf the statement is filed or his authorized
representative. If the statement is signed on behalf of
a person by his authorized representative other than an
executive officer or general partner of the filing person,
evidence of the representative's authority to sign on
behalf of such person shall be filed with the statement,
provided, however, that a power of attorney for this
purpose which is already on file with the Commission may
be incorporated by reference. The name and any title of
each person who signs the statement shall be typed or
printed beneath his signature.
Note. Schedules filed in paper format shall include a
signed original and five copies of the schedule,
including all exhibits. See s.240.13d-7 for
other parties for whom copies are to be sent.
Attention. Intentional misstatements or omissions
of fact constitute Federal criminal violations
(see 18 U.S.C. 1001).
Exhibit 1
Joint Filing Statement
Pursuant to Rule 13d-1(k)(1)
The undersigned hereby consent and agree to the
joint filing of Schedule 13G under the Securities
Exchange Act of 1934, as amended, with respect
to the Common Stock of Relmada Therapeutics,
Inc. beneficially owned by them, together with
any or all amendments thereto, when and if
appropriate. The parties hereto further consent
and agree to file this Joint Filing Statement
pursuant to Rule13d-1(k)(1)(iii) as an exhibit
to Schedule 13G, thereby incorporating the
same into such Schedule13G.
This Joint Filing Statement may be terminated
by any of the undersigned upon written notice
or such lesser period of notice as the undersigned
may mutually agree.
Dated: June 10, 2020
RTW Investments, LP
By: /s/ Roderick Wong
Roderick Wong, Managing Partner
RTW Master Fund, Ltd.
By: /s/ Roderick Wong
Roderick Wong, Director
Roderick Wong
By: /s/ Roderick Wong
Roderick Wong, Individually