SecProbe.io

September 30, 2014

Via E -mail
Sergio Traversa
Chief Executive Officer
Relmada Therapeutics, Inc.
546 Fifth Avenue
14th Floor
New York, NY 10036

Re: Relmada Therapeutics, Inc.
 Amendment No. 1 to Registration Statement on Form S -1
Filed September 16 , 2014
File No. 333-197109

Dear Mr. Traversa :

We have reviewed your responses to the comments in our letter dated July 24, 2014 and
have the following additional comments.

General

1. We note your response to our prior comment 1.  Please provide us with a more detailed
analysis in support of your conclusion that the press release dated July 1, 2014
“substantially complies ” with Rule 134 .  In your response, please ad dress which of the
items of information enumerated in Rule 134(a) covers the statements you make in the
second paragraph, the second sentence of the third paragraph, and the second, third, and
fourth sentences of the paragraph immediately following the cap tion “About Relmada
Therapeutics . . . .”  In your response  please also tell us why it appears you have omitted
the legend pursuant to Rule 134(b) (1).

2. We note your response to our prior comment 2 .  The press release  on your website  dated
September 18, 2014 reference s the PSLRA .  Please explain to us why this reference was
made, in light of  your confirmation dated September 15, 2014, that you would refrain
from such references  for so long as you are an issuer of penny stock .

3. We note  your response to our prior comment 3.   We note that you have provided audited
financial statements for the six month transition period ended June 30, 2014.  Please tell
us and revise to disclose whether you have changed your year -end date.

Sergio Traversa
Relmada Therapeutics, Inc.
September 30, 2014
Page 2

 Prospectus Su mmary, page 1

4. We note your response to our prior comment 6.  Please disclose here your accumulated
deficit .

5. We note your response to our prior comment 7.  Please clarify which production
activities you intend to engage in compared to those developed or t o be undertaken by
third parties.   If you have not yet determined this given your stage of development, please
discuss the factors you will consider in determining whether to outsource production and
distribution.

6. We note your response to our prior comment 9.  We are unable to locate your revised
discuss ion of  your competitive position and the effect of your particular strategy on this
position  on page 1 .  In this regard, please balance the  compar ison of your produc t to
established commercial products of your competitors  in light of your size and the stage of
development of your product candidates .

7. We note your response to our prior comment 11.  It does not appear your prospectus has
been revised to include a discussion of your product pipeline in the business section , or
any other section .  Please revise accordingly .  Additionally, please clarify why you  have
not discussed a  Phase II trial for LevoCap .  Please also clarify that d-Methadone is
preclinical, and discuss why it appears you will  skip Phase I studies .  Similarly, please
clarify that tha t MepiGel is pre -clinical.

Selling Stockholders, page 25

8. We note your response to our prior comment 22.  Please identify in footnote 287 the
person or persons who ha ve voting or investment control over KMR Agency Inc.’s
securities .

Description of Business, page 5 3

9. We note your response to our prior comment 23.  Please describe in greater detail your
current and anticipated manufacturing plans, along with  your plans  for distribution.  If
you have not yet determined this given your stage of development, please discuss the
factors you will consider in determining whether to outsource production and
distribution.  In this regard, we note your disclosure on page F -26 tha t you have a license
agreement to distribute products in Asia.  Please also discuss the steps you intend to take,
if any, to locate adequate sources of supply of levorphanol for production and
distribution .

Sergio Traversa
Relmada Therapeutics, Inc.
September 30, 2014
Page 3

 Product Development, page 56

10. We note your response to our prior comment 27.  Please disclose that Memorial Sloan
Kettering Hospital  has filed an IND for d -methadone, and reconcile this with your
disclosure under the “Operations” subheading that you are “preparing to open the U.S.
IND for d -methado ne . . . .”  Please also briefly describe the significance of and discuss
the material risks associated with parties other than you sponsoring or filing applications.

Intellectual Property Portfolio  and Market Exclusivity, page 56

11. We note your response  to our prior comment 28.  Please provide a basis for your
statement that your technology and products are “protected by an extensive intellectual
property estate of several patents” when it appears that you currently own no patents.
Similarly , revise th e statement on page 57 that you have “secured an intellectual property
portfolio comprised of several patents and patent applications.”  Please also provide us
your analysis that the license agreement from Cornell University for d -methadone i s not
material  to your business, or file this agreement as an exhibit.

Competition Overview, page 5 7

12. We note your response to our prior comment 30 and reissue.  Please discuss here  your
competitive business conditions and competitive position in the industry.  Refer to Item
101(h)(4)(iv) of Regulation S -K.

Government Regulation, page 57

13. Please discuss the requirement  under the Controlled Substances Act that products
containing Schedule II controlled substances are manufactured in the United States and
discuss the st eps you have taken and int end to take to comply with this  requirement.  We
note in this regard your disclosure in the last risk factor on page 9 and the second risk
factor on page 10.

14. We note your response to our prior comment 31.  Please disclose the t erms by which  you
have obtained “the right to two orphan drug designations for MepiGel from Cinergen,
LLC” and explain your relationship, if any, with Cinergen.

Management’s Discussion and Analysis, page 61

15. We note your response to our prior comment 33 .  Please characterize the description of
your portfolio as “diversified”  as your belief and briefly disclose the basis of this belief.

16. We note your disclosure on page 62 that in December 2013 you acquired Medeor and
“assumed the obligation to pay a third party for a license agreement .”  Please identify this

Sergio Traversa
Relmada Therapeutics, Inc.
September 30, 2014
Page 4

 third party and revise to include a summary of the material terms of this license
agreement and file it as an exhibit  to the extent  material .

Description of Securities, page 79

17. We note your resp onse to our prior comment 46 .  Please quantify how many advisory
firm warrants are currently issued and outstanding.

Audited Financial Statements, page F -1

Report of Independent Registered Public Accounting Firm, page F -3

18. The audit report dated March 25, 2014 contained a going concern paragraph.  The new
audit report dated September 3, 2014 does not.  Please tell us in further detail why the
new audit report does not have a going concern paragraph.

You may contact Aamira C haudhry  (202) 551 -3389 or Amy Geddes  at (202) 551 -3304 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Ryan Adams  at (202) 551 -3191  or me at (202)  551-3217  with any other questions.

Sincerely,

 /s/ J. Nolan McWilliams

J. Nolan McWilliams
Attorney -Advisor

cc: Via-Email
 Thomas R. Slusarczyk
The Matt Law Firm, PLLC