Relmada Therapeutics Inc

This management proposal requests shareholder approval to amend the Company’s combined 2014 and 2021 equity incentive plans to add 3.0 million shares to the pool available for issuance (increasing the reserve from 15,052,942 to 18,052,942). Management and the Board argue the increase is necessary to attract, retain and incentivize employees, directors and consultants in a competitive market and to satisfy previously authorized grants and anticipated equity needs. The Board unanimously approved the Plan Amendment on April 15, 2026 and seeks stockholder ratification because shareholder approval is required to effect the increase. Approval would enable the Company to issue additional options, restricted stock and other awards, but would have dilutive effects on existing holders’ voting, book value and earnings per share; the proxy discloses such dilution risk and warns of potential anti‑takeover interpretations. The amendment follows a multi‑year pattern of prior increases to the plan and is tied to the Company’s recent strategic shift and financing activity that refilled its cash position and drove aggressive hiring and incentive needs. The Board frames the increase as necessary to satisfy overdue grants and to maintain flexibility for recruiting and retention while seeking to limit further shareholder votes on routine grants. If shareholders reject the amendment, the Company may be unable to grant equity needed to compete for talent and to implement compensation programs tied to long‑term value creation, potentially constraining growth and scientifically focused hiring. On balance, the proposal is a standard equity plan refresh with foreseeable dilution; key analytical considerations are the pace of prior grants, burn rate (current awards outstanding vs. available shares), the connection of new awards to performance milestones, and the company’s near‑term hiring and milestone funding plans that will dictate the actual usage of the expanded reserve.

This management proposal asks shareholders to approve a charter amendment increasing authorized common shares by 50 million (from 150M to 200M) to preserve flexibility for capital raising, equity compensation, acquisitions and other corporate needs. Management contends that, given current outstanding shares and reservations for options and warrants, the remaining unissued and unreserved shares are insufficient for anticipated financing and equity‑award requirements; increasing the authorization avoids delay and expense of convening shareholder meetings for future increases. The proposal is primarily about preserving financing and operational optionality following the company’s recent financing and pipeline-building activity; it plainly increases the board’s ability to issue equity without immediate further shareholder approvals (except as legally required). The principal governance concerns are dilution risk and potential for future share issuances that could reduce existing holders’ voting power and earnings/book‑value per share; the proxy expressly discloses those risks and notes the Board does not intend the increase as an anti‑takeover device. For an analyst evaluating this proposal, key factors include the company’s near‑term cash needs and likely financing cadence, current burn and hiring plans that drive dilution, the Board’s past use of authorized shares, and any governance safeguards or limits on contemplated issuances. If approved, the amendment will facilitate faster access to equity capital markets and internal equity programs but will create the potential for dilution that investors should monitor alongside any proposed future issuances.