Item 1.01 Entry into a Material Definitive Agreement.


On January 1, 2023, Relmada Therapeutics, Inc. (the "Company") entered into an
Advisory Agreement with Paul Kelly, who is a director of the Company, pursuant
to which Mr. Kelly will act as Special Advisor to the Chief Executive Officer of
the Company, providing advice and services including strategy formation,
operational and research and development advice, developing internal and
external corporate opportunities, identifying potential acquisition candidates,
partnership opportunities and/or divestitures, assisting in due diligence and
financial analysis to evaluate selected opportunities, providing advice
regarding structuring and negotiation of potential transactions, providing
advice regarding the integration process following potential transactions, and
supporting key relationships with investment banks and other financial advisors.
The Company will pay Mr. Kelly for these services $32,000 monthly in advance and
will reimburse him for certain pre-approved expenses. The agreement has a term
of one year, with automatic renewal for consecutive one-year terms unless either
party provides the other party written notice of his or its intention to not to
renew the agreement at least 30 days prior to the end of the initial or renewal
term. The agreement may be terminated early: by either party upon 30 days' prior
written notice; for an uncured breach by the other party; and by the Company for
"cause" as defined in the agreement. The agreement contains a provision for
indemnification of the Company by Mr. Kelly on customary terms.

The foregoing description is not complete and is qualified in its entirety by reference to the Advisory Agreement, which is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.




Item 8.01 Other Events.



The Board of Directors of the Company has determined that as a result of
entering into the Advisory Agreement referred to in Item 1.01 above, Paul Kelly
will no longer be considered an "independent" director within the meaning of
Section 10A or Section 10C of the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder, or within the meaning of the corporate
governance rules of The Nasdaq Stock Market. As a result, Mr. Kelly will no
longer chair or serve on the Compensation Committee of the Board of Directors or
serve on the Audit Committee of the Board of Directors. Effective January 1,
2023, the Board of Directors appointed Charles J. Casamento chairman of the
Compensation Committee of the Board.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.   Description
10.1            Advisory Agreement dated as of January 1, 2023, between Relmada Therapeutics, Inc., and Paul Kelly
104           Cover Page Interactive Data File (embedded within the Inline

XBRL document)




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