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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/28/17 Relmada Therapeutics, Inc. 10-K 6/30/17 71:5.1M Edgar Agents LLC/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 750K
2: EX-10.20 Consulting Agreement, Dated February 15, 2017, HTML 50K
Between Relmada Therapeutics, Inc. and Mdb
Consulting LLC
3: EX-10.21 Assignment and Consent Agreement, Dated June 6, HTML 39K
2017, Among 275 Madison Avenue Rpw 1 LLC, 275
Madison Avenue Rpw 2, LLC, Actinium
Pharmaceuticals, Inc. and Relmada Therapeutics,
Inc.
4: EX-10.22 Lease Agreement, Dated May 2, 2017, Between HTML 44K
Relmada Therapeutics, Inc. and Regus Management
Group, LLC.
5: EX-10.23 Amended and Restated License Agreement, Dated June HTML 33K
8, 2017, Between Actinium Pharmaceuticals, Inc.
and Relmada Therapeutics, Inc
6: EX-10.24 Agreement, Dated June 6, 2017, Between Relmada HTML 90K
Therapeutics, Inc. and Sandesh Seth
7: EX-10.25 Consulting Agreement, Dated June 12, 2017, Between HTML 39K
Relmada Therapeutics, Inc. and Maged Shenouda
8: EX-31.1 Certification of Principal Executive Officer, HTML 26K
Pursuant to 18 U.S.C. Section 1350 as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
9: EX-31.2 Certification of Principal Financial and HTML 26K
Accounting Officer, Pursuant to 18 U.S.C. Section
1350 as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
10: EX-32.1 Certification of Principal Executive Officer, HTML 22K
Pursuant to 18 U.S.C. Section 1350 as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
11: EX-32.2 Certification of Principal Financial and HTML 22K
Accounting Officer, Pursuant to 18 U.S.C. Section
1350 as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
18: R1 Document and Entity Information HTML 51K
19: R2 Consolidated Balance Sheets HTML 90K
20: R3 Consolidated Balance Sheets (Parenthetical) HTML 41K
21: R4 Consolidated Statements of Operations HTML 52K
22: R5 Consolidated Statements of Stockholders' Equity HTML 64K
23: R6 Consolidated Statements of Cash Flows HTML 96K
24: R7 Business HTML 27K
25: R8 Summary of Significant Accounting Policies HTML 98K
26: R9 Other Receivable and Prepaid Expenses HTML 32K
27: R10 Fixed Assets HTML 45K
28: R11 Accrued Expenses HTML 29K
29: R12 Notes Payable HTML 27K
30: R13 Derivative Liabilities HTML 68K
31: R14 Stockholders' Equity HTML 103K
32: R15 Related Party Transactions HTML 30K
33: R16 Income Taxes HTML 41K
34: R17 Commitments and Contingencies HTML 45K
35: R18 Subsequent Events HTML 25K
36: R19 Summary of Significant Accounting Policies HTML 139K
(Policies)
37: R20 Summary of Significant Accounting Policies HTML 59K
(Tables)
38: R21 Other Receivable and Prepaid Expenses (Tables) HTML 31K
39: R22 Fixed Assets (Tables) HTML 40K
40: R23 Accrued Expenses (Tables) HTML 26K
41: R24 Derivative Liabilities (Tables) HTML 67K
42: R25 Stockholders' Equity (Tables) HTML 79K
43: R26 Income Taxes (Tables) HTML 34K
44: R27 Summary of Significant Accounting Policies HTML 34K
(Details)
45: R28 Summary of Significant Accounting Policies HTML 28K
(Details 1)
46: R29 Summary of Significant Accounting Policies HTML 30K
(Details 2)
47: R30 Summary of Significant Accounting Policies HTML 39K
(Details Textual)
48: R31 Other Receivable and Prepaid Expenses (Details) HTML 37K
49: R32 Other Receivable and Prepaid Expenses (Details HTML 24K
Textual)
50: R33 Fixed Assets (Details) HTML 40K
51: R34 Fixed Assets (Details 1) HTML 34K
52: R35 Fixed Assets (Details Textual) HTML 37K
53: R36 Accrued Expenses (Details) HTML 36K
54: R37 Notes Payable (Details) HTML 31K
55: R38 Derivative Liabilities (Details) HTML 42K
56: R39 Derivative Liabilities (Details 1) HTML 41K
57: R40 Stockholders' Equity (Details) HTML 63K
58: R41 Stockholders' Equity (Details 1) HTML 40K
59: R42 Stockholders' Equity (Details 2) HTML 29K
60: R43 Stockholders' Equity (Details 3) HTML 38K
61: R44 Stockholders' Equity (Details 4) HTML 37K
62: R45 Stockholders' Equity (Details Textual) HTML 129K
63: R46 Related Party Transactions (Details) HTML 33K
64: R47 Income Taxes (Details) HTML 43K
65: R48 Income Taxes (Details 1) HTML 37K
66: R49 Income Taxes (Details Textual) HTML 39K
67: R50 Commitments and Contingencies (Details) HTML 66K
68: R51 Subsequent Events (Details) HTML 26K
70: XML IDEA XML File -- Filing Summary XML 116K
69: EXCEL IDEA Workbook of Financial Reports XLSX 66K
12: EX-101.INS XBRL Instance -- rlmd-20170630 XML 1.09M
14: EX-101.CAL XBRL Calculations -- rlmd-20170630_cal XML 99K
15: EX-101.DEF XBRL Definitions -- rlmd-20170630_def XML 455K
16: EX-101.LAB XBRL Labels -- rlmd-20170630_lab XML 1.00M
17: EX-101.PRE XBRL Presentations -- rlmd-20170630_pre XML 711K
13: EX-101.SCH XBRL Schema -- rlmd-20170630 XSD 137K
71: ZIP XBRL Zipped Folder -- 0001213900-17-010097-xbrl Zip 114K
Exhibit 10.21
THIS ASSIGNMENT AND CONSENT AGREEMENT (this “Agreement”), made as of the 6th day of June, 2017, between 275 MADISON AVENUE RPW 1 LLC and 275 MADISON AVENUE RPW 2 LLC, having an office in care of RPW Group, Inc., 800 Westchester Avenue, Rye Brook, New York 10573, hereinafter referred to collectively as the “Owner,” RELMADA THREAPEUTICS, INC., having an office at 275 Madison Avenue, Suite 702, New York, New York 10016, hereinafter referred to as the “Assignor,” and ACTINIUM PHARMACEUTICALS, INC., having an office at 275 Madison Avenue, Suite 702, New York, New York 10016, hereinafter referred to as the “Assignee.”
W I T N E S S E T H:
WHEREAS, Owner, is the fee simple owner of the building commonly known as and located at 275 Madison Avenue, Suite 702, New York, New York 10016 (the “Building”);
WHEREAS, Owner’s predecessor in interest entered into that certain Agreement of Lease with Assignor dated as of June 9, 2015, as amended by Commencement Date Agreement and First Amendment of Lease dated as of September 25, 2015, (hereinafter referred to collectively as the “Lease”) for certain premises located on the seventh (7th) floor of the Building, commonly known as Suite 702, as more particularly described in the Lease (hereinafter referred to collectively as the “Premises”);
WHEREAS, Assignee has occupied the Premises as licensee of Assignor, and Assignor and Assignee have now agreed that Assignor shall assign the Lease to Assignee, and Assignee has agreed to assume all of all Assignor’s rights and obligations under the Lease;
WHEREAS, Owner has agreed to consent to the assignment of the Lease by Assignor to Assignee as hereinafter specifically provided;
WHEREAS, capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them under the Lease;
NOW, THEREFORE, for and in consideration of the foregoing and for other good and valuable consideration and of the mutual agreements hereinafter set forth, Owner, Assignor and Assignee stipulate, covenant and agree as follows:
ARTICLE 1 - ASSIGNMENT AND ASSUMPTION OF THE LEASE
SECTION 1.01. Assignor hereby transfers to Assignee, all of Assignor’s right, title and interest in and to the Lease, provided, however, that Assignee does hereby agree to assume all of the duties, liabilities and obligations of the tenant under the Lease accruing from and after (but not prior to) the date hereof, including, but not limited to the payment of rent; and covenants and agrees to save, defend, indemnify and hold Assignor, its members, managers, shareholders, directors, officers, employees, agents successors and assigns (collectively, “Assignor Indemnitees”) harmless from and against any and all demands, claims, causes of action, actions, liabilities, obligations, losses, damages, costs, charges, counsel fees and other expenses of every nature and character whatsoever which may be incurred by Assignor and/or any other Assignor Indemnitees by reason of Assignee’s failure to comply or perform any covenant, term, condition, or agreement in the Lease to be complied with or performed by the tenant thereunder from and after the date hereof.
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SECTION 1.02. Assignor covenants and agrees to save, defend, indemnify and hold Assignee, its members, managers, shareholders, directors, officers, employees, agents successors and assigns (collectively, “Assignee Indemnitees”) harmless from and against any and all demands, claims, causes of action, actions, liabilities, obligations, losses, damages, costs, charges, counsel fees and other expenses of every nature and character whatsoever which may be incurred by Assignee and/or any other Assignee Indemnitees by reason of Assignor’s failure to comply or perform any covenant, term, condition, or agreement in the Lease to be complied with or performed by the tenant under the Lease prior to the date hereof.
ARTICLE 2 - CONSENT
SECTION 2.01. Owner hereby consents to the assignment of the Lease by Assignor to Assignee, provided, however, that nothing contained herein shall be construed to: (i) waive, modify, impair or affect any of the provisions of the Lease; (ii) waive payment of the Rent Arrears; (iii) waive any present or future breach of, or default under, the Lease, or the rights of Owner against any person, firm, association or corporation liable or responsible for the performance thereof; (iv) enlarge or increase Owner’s obligations or the tenants rights under the Lease, or otherwise; (v) to release Assignor and Assignee from any and all of their respective liability under the Lease; and (vi) all of the provisions of the Lease are hereby declared to be in full force and effect.
SECTION 2.02. This consent is not, and shall not be construed as, a consent by Owner to, or as permitting, any other or further assignments.
SECTION 2.03. In the event of any breach of, or default under, the Lease, or the rights of Owner against any person, firm association or corporation liable or responsible for the performance under the Lease, or in the event of an inconsistency between the provisions of the Lease and/or this Assignment, the provisions of the Lease shall control and prevail.
ARTICLE 3 - REPRESENTATIONS
SECTION 3.01. Assignor, for itself and its legal representatives, successors and assigns, covenants and represents to Assignee and Owner as follows: (i) Assignor has full right, authority and power to assign the Lease to Assignee; (ii) Assignor has not assigned, transferred, pledged or otherwise encumbered all or any part of its right, title and interest in and to the Lease and/or the Premises, and the Lease is free and clear of any liens and encumbrances made by Assignor; (iii) except as otherwise specifically provided for in this Agreement, to Assignor’s knowledge, Assignor is not on the date hereof in default under any of the terms of the Lease, having performed all of the obligations imposed upon Assignor thereunder, and as of the date hereof, the Lease is in full force and effect and enforceable in accordance with its respective terms; (iv) except as otherwise specifically provided for in this Agreement, Assignor has no knowledge of any default in the performance and observance of any obligations contained in the Lease, to be kept, observed and performed by Owner, or any condition, which with the giving of notice or passage of time, or both, would constitute a default under the Lease; (v) that it is a corporation duly organized and in good standing; (vi) that it has all requisite authority to execute and to enter into this Agreement and that the execution of this Agreement will not constitute a violation of any law, agreement or other rule of governance; and (vii) that the individual executing this Agreement on behalf of Assignor is so authorized.
SECTION 3.02.A. Assignee, for itself and its legal representatives, successors and assigns, covenants and represents to Assignor and Owner as follows: (i) that it has all requisite authority to execute and to enter into this Agreement and that the execution of this Agreement will not constitute a violation of any internal by-law, agreement or other rule of governance, (ii) that the individual executing this Agreement on behalf of Assignee is so authorized; (iii) that the Premises shall continue to be used for the use permitted under the Lease; and (iv) Assignee has assumed all of the obligations of Assignor under the Lease.
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B. Assignee represents and warrants that Assignee is not now acting and shall not in the future act, directly or indirectly, for or on behalf of any person, group, entity or nation named by any Executive Order or the United States Department of the Treasury as a terrorist, “Specially Designated and Blocked Persons”, or other banned or blocked person, group, entity, nation or transaction pursuant to any law, order, rule or regulation that is enforced or administered by the Office of Foreign Asset Control (“OFAC”) of the United States Department of the Treasury. Assignee further represents and warrants that Assignee is not now engaged and shall not in the future be engaged, directly or indirectly, in any dealings or transactions or otherwise be associated with such person, group, entity or nation; and Assignee hereby agrees to defend, indemnify and hold Owner harmless from and against any and all claims, losses, costs, expenses, damages and liabilities (including, without limitation, attorneys’ fees) arising from or related to any breach of the foregoing representations.
ARTICLE 4 – SECURITY DEPOSIT
SECTION 4.01. Assignee acknowledges and agrees regarding the Security Deposit as follows: (i) Assignee shall furnish Owner with cash or a letter of credit in the amount of Three Hundred Ninety Thousand, Eight Hundred Twenty-Five ($390,825.00) in accordance with Article 27 of the Lease, and (ii) Section 27D of Article 27 of the Lease regarding the reduction of the Security Deposit is hereby deleted in its entirety.
ARTICLE 5 - MISCELLANEOUS
SECTION 5.01. Assignor agrees to reimburse Owner for its legal costs and expenses in connection with preparing this Agreement in the amount of One Thousand, Two Hundred Fifty and 00/100 ($1,250.00) Dollars. Such payment shall be made directly to Owner’s attorney simultaneously with the execution and delivery of this Agreement.
SECTION 5.02. All other terms, covenants and conditions of the Lease and all exhibits and schedules thereto shall remain in full force and effect, are hereby ratified, confirmed and incorporated herein by reference as though set forth fully herein at length.
SECTION 5.03. This Agreement may be executed in counterparts, which when taken together shall be construed as a complete agreement.
[Signature page(s) follow]
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IN WITNESS WHEREOF, duly authorized representatives of the parties hereto have executed this Agreement as of the day and year first above written.
| 275 MADISON AVENUE RPW 1 LLC, (Owner) | ||
| By: | /s/ Robert P. Weisz | |
| Name: | Robert P. Weisz | |
| Title: | President | |
| 275 MADISON AVENUE RPW 2 LLC, (Owner) | ||
| By: | /s/ Robert P. Weisz | |
| Name: | Robert P. Weisz | |
| Title: | President | |
| RELMADA THERAPEUTICS, INC., (Assignor) | ||
| By: | /s/ Sergio Traversa | |
| Name: | Sergio Traversa | |
| Title: | CEO | |
| ACTINIUM PHARMACEUTICALS, INC., (Assignee) | ||
| By: | /s/ Steve O’Loughlin | |
| Name: | Steve O’Loughlin | |
| Title: | Principal Financial Officer | |
Page 4 of 4
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 9/28/17 | 8-K | ||
| For Period end: | 6/30/17 | |||
| 9/25/15 | ||||
| 6/9/15 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/25/22 Relmada Therapeutics, Inc. 10-K 12/31/21 61:4.3M EdgarAgents LLC/FA 3/24/21 Relmada Therapeutics, Inc. 10-K 12/31/20 65:4.7M EdgarAgents LLC/FA |