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CAMP NINE, INC. FILES (8-K) Disclosing Financial Statements and Exhibits

May 27, 2014

Item 9.01 Financial Statements and Exhibits

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TABLE OF CONTENTS ITEM DESCRIPTION PAGE 1.01 Entry into a Material Definitive Agreement 5 Acquisition of Relmada and Related Transactions 5 2.01 Completion of Acquisition or Disposition of Assets 6 Form 10 Disclosure 6 Description of Business 6 Risk Factors 12 Management's Discussion and Analysis of Financial Condition and 36 Results of Operations Description of Property 42 Security Ownership of Certain Beneficial Owners and Management 43 Directors and Executive Officers 45 Executive Compensation 49 Certain Relationships and Related Transactions, and Director 51 Independence Legal Proceedings 53 Market Price And Dividends on our Common Equity and Related 53 Stockholder Matters Recent Sales of Unregistered Securities 54 Description of Securities 54 Indemnification of Directors and Officers 58 Changes in and Disagreements with Accountants on Accounting and 59 Financial Disclosure Item 3.02 Unregistered Sales of Equity Securities 59 Item 4.01 Changes in Registrant's Certifying Accountant 59 Item 5.01 Changes in Control of Registrant 60 Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory 60 Arrangements of Certain Officers Item 5.03 Amendments to Articles of Incorporation or bylaws; Change in 60 Fiscal Year Item 5.05 Amendments to the Registrant's Code of Ethics, Waiver of the Code 60 of Ethics Item 5.06 Change in Shell Company Status 60 Item 9.01 Financial Statements and Exhibits 61 Signatures 63 Audited Consolidated Financial Statements for the years ended Ex 99.1 December 31, 2013 and 2012 for Relmada Therapeutics, Inc. Unaudited financial statements for the three months ended March 31, Ex. 99.2 2014 and 2013 Unaudited Pro Forma Combined Financial Information of Camp Nine and Ex 99.3 Relmada Therapeutics, Inc. 4



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Item 1.01 Entry into a Material Definitive Agreement.

ACQUISITION OF RELMADA AND RELATED TRANSACTIONS



Acquisition of Relmada

On the Closing Date, Camp Nine entered into a Share Exchange Agreement (the "Exchange Agreement") with (i) Relmada and (ii) the former shareholders of Relmada (the "Relmada Stockholders") pursuant to which we acquired 280,981,780 shares, or 94%, of the capital stock of Relmada from the Relmada Stockholders in exchange for the issuance of 28,098,178 shares of Common Stock to the Relmada Stockholders (the "Share Exchange"), which represented 84.7% of our issued and outstanding common stock after the consummation of the Share Exchange. Relmada's outstanding options and warrants were also exchanged for options and warrants to purchase shares of Common Stock of Camp Nine at a ratio of 10 to 1. Prior to the Reverse Merger, Camp Nine had $2 million in cash, and no other assets or liabilities. As a result of the Share Exchange, the Relmada Stockholders became the principal stockholders of Camp Nine.

The foregoing description of the Exchange Agreement is qualified in its entirety by reference to the provisions of the Exchange Agreement filed as Exhibit 2.1 to this Report, which is incorporated by reference herein.

The Offering

On May 15, 2014, RTI completed a private placement (the "Offering") pursuant to which Relmada issued an aggregate of 150.5 units to investors (the "Investors"), pursuant to subscription agreements and Unit Purchase Agreements for aggregate gross proceeds in the amount of $15,051,110, and net proceeds in the amount of approximately $13,016,100 after legal and other fees and expenses remitted to the Placement Agent. Each unit consisted of an aggregate of (i) 666,666 shares of common stock of RTI (the "Relmada Stock"); (ii) an "A" warrant to purchase 666,666 shares of Relmada Stock, exercisable at a price of $0.15 per share, expiring after a period of one hundred and twenty (120) days from the date of the final closing of the Offering; and (iii) a "B" warrant to purchase 333,333 shares of Relmada Stock, exercisable at a price of $0.225 per share for a period of five (5) years from the date of the final closing (collectively, the "Relmada Warrants"). The Units were offered to Accredited Investors (as such term is defined in Rule 501 under the Securities Act) for $100,000 each. The shares of Relmada Common Stock and Relmada Warrants issued in the offering were exchanged for an aggregate of 10,034,073 shares of our Common Stock, "A" warrants to purchase 10,034,073 shares of our Common Stock at an exercisable at $1.50 per share that expire after a period of one hundred and twenty (120) days from the date of the final closing of the Offering and "B" warrants to purchase 5,017,037 shares of our Common Stock, exercisable at price of $2.25 per share and expiring after a period of five (5) years from the date of the final closing.

Registration Rights

In connection with the Offering, Relmada entered into the 2014 Unit Investor Rights Agreement (the "Investor Rights Agreement") with each of the Investors, under which it is required, within 45 days after the final closing of the Offering (the "Filing Deadline"), to file a registration statement (the "Registration Statement") registering for resale (i) all Common Stock issued to the Investors pursuant to the Share Exchange Agreement, in exchange for the Relmada Stock issued as part of the Units, and (ii) all shares of Common Stock issuable upon exercise of the warrants issued pursuant to the Share Exchange Agreement in exchange for the Investor Warrants (collectively, the "Registrable Shares"). The holders of any Registrable Shares removed from the Registration Statement as a result of a Rule 415 or other comment from the SEC shall have "piggyback" registration rights for such Registrable Shares with respect to any registration statement filed by Camp Nine following the effectiveness of the Registration Statement which would permit the inclusion of such Registrable Shares. Relmada has agreed to use its reasonable best efforts to have the Registration Statement declared effective within 30 days of being notified by the SEC that the Registration Statement will not be reviewed by the SEC (and in such case of no SEC review, not later than 60 days after the Filing Deadline) or within 180 days after the Filing Deadline in the event the SEC provides comments to the Registration Statement (the "Effectiveness Deadline").

Lock-Up Agreements

In connection with the Offering, we entered into lock-up agreements (collectively, the "Lock-Up Agreements") with each of the officers, and directors, as well as the Placement Agent and any other controlling persons, under which they agreed to not sell or otherwise transfer any securities of Relmada or Camp Nine owned by them until the date that is the earlier of (i) twelve (12) months from May 20, 2014 (the closing date of the Share Exchange); or (ii) six (6) months following the effective date of the Registration Statement. Further, the Chief Executive Officer of Relmada agreed not to sell or otherwise transfer any shares of Relmada common stock or the Company's common stock until three months after the Company up-lists its common stock to a U.S. national stock exchange, such as, but not limited to, NASDAQ or NYSE MKT.

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The foregoing description of the Subscription Agreements, Unit Purchase Agreement, A Warrant, B Warrant, Investor Rights Agreement, and Lock-Up Agreements are qualified in its entirety by reference to the provisions of the Forms of Subscription Agreement, Unit Purchase Agreement, A Warrant, B Warrant, Investor Rights Agreement, Officer and Director Lock-Up Agreement, and CEO Lock Up Agreement, filed as Exhibits 10.9, 10.7, 4.3, 4.4, 10.8, 4.9, and 4.10, respectively, to this Report, which are incorporated by reference herein.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosure in Item 1.01 of this Report regarding the Share Exchange is incorporated herein by reference in its entirety.

FORM 10 DISCLOSURE



We acquired Relmada on the Closing Date pursuant to the Share Exchange, which was accounted for as a recapitalization effected by a share exchange. Item 2.01(f) of Form 8-K provides that if the Company was a shell company, other than a business combination related shell company (as those terms are defined in Rule 12b-2 under the Exchange Act) immediately before the Share Exchange, then the Company must disclose the information that would be required if the Company were filing a general form for registration of securities on Form 10 under the Exchange Act reflecting all classes of the Company's securities subject to the reporting requirements of Section 13 of the Exchange Act upon consummation of the Share Exchange.

To the extent that the Company might have been considered to be a shell company immediately before the Share Exchange, we are providing below the information that we would be required to disclose on Form 10 under the Exchange Act if we were to file such form. Please note that the information provided below relates to the combined Company after the acquisition of Relmada, except that information relating to periods prior to the date of the Share Exchange relates only to Relmada unless otherwise specifically indicated.

Unless otherwise indicated below, "Camp Nine", "Company", "we", "us", "our" and similar terms refer to Camp Nine, Inc. and its 94% owned subsidiary Relmada.

DESCRIPTION OF BUSINESS



Company Overview

We are a clinical stage, private biopharmaceutical company focused on drugs to treat pain. In 2013, the US market for prescription pain drugs was approximately $13B, according to IMS Health. We are concentrating our effort and resources on novel formulations and/or modes of delivery for off-patent drugs, new indications for drugs approved for other therapeutic uses and the development of new molecular entities. We may in-license late-stage or approved drugs to accelerate the pathway to become a fully integrated pain specialty biopharmaceutical company with commercial capability and to reach profitability sooner. We believe our highly experienced drug development leadership provides us with a significant competitive advantage in designing highly efficient clinical programs to deliver valuable products in areas of high unmet medical need.

We intend to realize our business objectives by implementing two core strategies: a) develop improved versions of proven drug candidates for treating pain conditions where they can fill an unmet need; and b) develop d-methadone as an innovative NMDA antagonist platform to treat neuropathic pain or other potential conditions. A core part of our strategy of developing repurposed drugs for unmet needs allows us to accelerate development at a lower cost. Product development plans for several of our lead products such as levorphanol and buprenorphine require the completion of a relatively small Phase I program before entering Phase III pivotal clinical trials using a 505(b)(2) FDA registration strategy, subject to FDA approval. Our two tiered approach is expected to reduce overall clinical development risks and potentially deliver valuable products in areas of high unmet medical needs. Our lead development projects are briefly described below.

· LevoCap ER ("Levorphanol ER" or "Levorphanol" and similar terms) is a proprietary once-a-day extended release (ER) dosage form of the potent opioid levorphanol in a tamper resistant drug delivery system. Unlike other opioids, LevoCap ER modulates pain through both opioid pathways acting at mu, delta and kappa opioid receptors, and monoaminergic (noradrenergic and serotonergic) pathways thereby providing pain relief through multiple mechanisms in one capsule. Thus, LevoCap ER combines the pain relieving mechanisms of OxyContin® (U.S. 2013 sales, $2.5B according to IMS Health) and Cymbalta® (global 2013 sales, $5.1B, according to Eli Lilly 2013 annual report). Importantly, levorphanol has also been shown to partially reverse analgesic tolerance to morphine and may therefore benefit patients who are tolerant to the analgesic effects of their current opioid. LevoCap ER is anticipated to compete in the opioid market, which according to IMS Health had $8.3B in U.S. sales in 2013. 6



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· d-Methadone is the d-optical isomer of racemic methadone and an antagonist at

the N-methyl-D-aspartate (NMDA) receptor. NMDA antagonists have been shown to provide relief to patients with neuropathic pain and to reduce analgesic tolerance to opioids. Our open-label Phase I/IIa study at the Memorial Sloan Kettering Cancer Center showed that d-methadone was safe and well tolerated with 75% of the patients completing the study finding d-methadone to be moderately or very effective. d-Methadone will compete in the approximately $2.4B neuropathic pain market (Datamonitor, 2010), which is expected to grow to $9.7B by 2018 according to a 2011 report by Decision Resources. Management expects d-Methadone to leverage the established analgesic efficacy and use of methadone but without its safety hazard.



· BuTab ER ("Buprenorphine ER" or "Buprenorphine" and similar terms) is a

proprietary extended release (ER) oral dosage form of the DEA Schedule III (C-III) opioid, buprenorphine. There are no orally absorbed dosage forms of Buprenophine and historically both patients and doctors prefer oral dosing versus sublingual or patch products. The Drug Enforcement Agency ("DEA") classifies controlled substances from Schedule I (C-I) to C-V, where C-I opioids have no current medical use and the potential for abuse is greatest for C-II and lowest for C-V. BuTab ER is being developed for chronic pain and opioid maintenance therapy. Unlike C-II opioids, BuTab ER carries reduced risk of physical dependence, euphoria, and certain opioid side effects, while benefitting from the convenience of telephone prescribing and refills. BuTab ER will compete in the opioid pain market and the sublingual buprenorphine (Suboxone®/Subutex®) opioid dependence market, which according to Wolters Kluwer, had approximate U.S. 2013 sales of $1.4B.



· MepiGel ("Mepivacaine gel" or "Mepivacaine" and similar terms) is a

proprietary topical non-greasy gel dosage form of the local anesthetic mepivacaine for the treatment of postherpetic neuralgia and painful HIV-associated neuropathy. We have received two 7-year FDA Orphan Drug market exclusivities for mepivacaine, one for "the treatment of painful HIV-associated neuropathy" and the other for "the management of postherpetic neuralgia". Lidoderm® patch, the only approved topical local anesthetic suffers from poor patch adhesion, has shown to have inefficient skin absorption and low efficacy, deficiencies which MepiGel can exploit. MepiGel will be used alone or in combination with oral therapies for neuropathic pain such as Lyrica® and Cymbalta®. Management anticipates that it will compete with Lidoderm® patch which had 2012 sales of $948M in the U.S. according to Endo Pharmaceuticals 2012 annual report.



In addition to our priority drug development projects, we have an early stage pipeline of product candidates which are briefly described in the business section of this document.

Our Corporate History and Background

We were formed as a Nevada corporation on May 31, 2012, and with our subsidiary Camp Nine, LLC began pursuing our business as a manufacturer and retailer of surfboards and related accessories. Upon completing the Share Exchange, the Company spun-out its business into Camp Nine, LLC and is now a holding company operating through Relmada, a clinical stage, private biopharmaceutical company focused on developing novel versions of proven drug products that potentially address areas of high unmet medical need in the treatment of pain.

Acquisition of Relmada

On the Closing Date, Relmada completed a Share Exchange with Camp Nine, whereby Camp Nine acquired 94% of the issued and outstanding capital stock of Relmada from the Relmada Stockholders in exchange for the issuance of 28,098,178, shares of Common Stock to the Relmada Shareholders, which represented 84.7% of our issued and outstanding common stock after the consummation of the Share Exchange. Relmada's outstanding options and warrants were also exchanged for options and warrants to purchase shares of Common Stock of Camp Nine at a ratio of 10 to 1. Prior to the Share Exchange, Camp Nine had $2 million in cash, and no other assets or liabilities. As a result of the Share Exchange, the Relmada Stockholders became the principal stockholders of Camp Nine.

The Share Exchange was accounted for as a "reverse merger" rather than a business combination, wherein Relmada is considered the acquirer for accounting and financial reporting purposes. The statement of operations reflects the activities of Relmada from the commencement of its operations on May 24, 2004. Unless the context suggests otherwise, when we refer in this Report to business and financial information for periods prior to the consummation of the Share Exchange, we are referring to the business and financial information of Relmada.

Effective at the Closing of the Share Exchange, Elliot Maza has resigned from his officer positions as the sole member of the Board of Directors of the Company. Also effective on the closing of the Share Exchange, Sergio Traversa, Shreeram Agharkar, Nabil M. Yazgi and Sandesh Seth were appointed to our Board of Directors. In addition, our Board of Directors appointed Sergio Traversa to serve as our Chief Executive Officer, Eliseo Salinas to serve as our President and Chief Medical Officer, and Douglas Beck, CPA to serve as our Chief Financial Officer, effective immediately upon the closing of the Share Exchange.

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As a result of the Share Exchange, Relmada became a subsidiary of Camp Nine and Camp Nine assumed the business and operations of Relmada. Camp Nine plans to change its name to Relmada Therapeutics, Inc. to more accurately reflect its new business operations. The Company will be submitting documentation with the State of Nevada and with FINRA to change its name to "Relmada Therapeutics, Inc." The Company's ability to change its name to "Relmada Therapeutics, Inc." is subject to, among other things, approval from FINRA. There can be no assurance that FINRA will approve the name change or when such name change will take effect. The Company also intends to change its jurisdiction from Nevada to Delaware (the "Reincorporation"). The proposed Reincorporation will effect a change in the legal domicile of the Company, however the Reincorporation will not result in any change in the Company's business, management, location of its principal executive offices, assets, liabilities or net worth (other than as a result of the costs incident to the Reincorporation, which are immaterial). The Company's Common Stock will continue to trade without interruption on the Over-the-Counter Bulletin Board.

Corporate History of Relmada

Relmada commended operations on May 24, 2004 was a Delaware Limited Liability Company (LLC) under the name of TheraQuest Biosciences, LLC and converted to a C Corporation in February 2007. In November 2011, Relmada changed its name to Relmada Therapeutics, Inc.

Summary of Scientific and Business Achievements

Relmada's corporate and drug development achievements during and after the closing of its $8 million Series A Preferred Stock on September 30, 2013 are summarized as follows:

· In February 2014, Relmada appointed Dr. Eliseo Salinas, MD, MSC as President and Chief Scientific Officer. Dr. Salinas was previously EVP, Specialty Pharma, Global R&D and Chief Scientific Officer at Shire Pharmaceuticals, EVP - Head of R&D and Chief Medical Officer at Elan Pharmaceuticals, and was Head of Worldwide CNS at Wyeth. Dr. Salinas has been the driving force behind the development of several highly successful drugs including Effexor XR, Adderall XR; · In December 2013, we completed the acquisition of Medeor, Inc., from whom we had licensed d-methadone; · In December 2013, Relmada appointed Doug Beck, CPA as Chief Financial Officer. Mr. Beck has been the CFO of several public companies including Lev Pharmaceuticals, Inc., which was acquired by ViroPharma, Incorporated for $618 million in 2008; · During 2013, we completed good manufacturing practices, or GMP manufacturing for LevoCap ER additional strengths, and also completed a 30 patient pharmacokinetic study for LevoCap ER and announced a positive outcome; · In 2013, we successfully manufactured GMP d-methadone active pharmaceutical ingredients, or API; · In 2013, we completed a successful preclinical study with MepiGel that resulted in the selection of the optimal formulation; · In 2013, we completed a successful preclinical study with BuTab ER that resulted in achieving proof of concept for gastrointestinal bioavailability of buprenorphine in an animal model.



Business Strategy

Relmada's strategy is to leverage its considerable industry experience, analgesic therapy knowledge and development expertise to identify, develop and commercialize product candidates with strong market potential that can fulfill unmet medical needs in the treatment of pain.

We plan to further develop our new and proprietary drug products to provide improved efficacy, safety and patient convenience primarily using the 505(b)(2) development pathway and develop new indications where use exclusivity is available under the Hatch-Waxman Act, orphan drug regulations and through the generation of IP (Intellectual Property). Relmada will also pursue the development of d-methadone via the traditional NDA route. RTI will continue to prioritize its product development activities after taking into account the resources it has available, market dynamics and potential for value addition. The Company will continue to outsource development of its products, while retaining scientific, operational and financial oversight and control.

RTI intends to seek and execute licensing and/or co-development agreements with companies capable of supporting the final stages development of the Company's products and their subsequent commercialization in the U.S. and international markets. The Company is planning to develop its own internal sales and marketing capabilities to commercialize some or all of the Company's products to selected specialty medical segments in the U.S. while out-licensing sales and marketing for the international market.

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Relmada may in-license late-stage or approved drugs to accelerate the pathway to become a fully integrated pain specialty biopharmaceutical company with commercial capability and to reach profitability sooner. Alternatively, RTI might consider a trade sale of its products or the entire company if it deems that it is in the best interests of our stockholders.

Market Opportunity

Analgesics continue to be among the most widely prescribed medications and there is little to suggest that their preeminence will change in the near future, given the prominent role of pain in many diseases. Survey data indicate substantial patient dissatisfaction with current pain management modalities. According to the Chronic Pain in America Study published in 1999 by AAPM, APS, and Jansen and the Voice of Chronic Pain Survey by the American Pain Foundation in May 2006; only 55% of patients with chronic pain feel their pain is "under control" and only 23% believe their pain medications are "very effective."

According to IMS Health, the U.S. opioid market was worth approximately $8.3B in 2013, with ER (Extended Release) opioids accounting for approximately $4.8B in sales. Significant market value has been maintained in the presence of low-cost high-volume generics over the last two decades through the introduction of new products that were approved via the 505(b)(2) FDA approval route. These products are branded and differentiated formulations such as fixed dose combinations, extended-release products, transdermal patches, etc. and thus provide both market exclusivity and the possibility of a high price point. Per Decision Resources, the cost of therapy for branded ER opioids is approximately $11.00 per day versus generics which cost $3.00 per day. Our ER opioids LevoCap ER and BuTab ER are pharmacologically differentiated from commercially available immediate release (IR) and ER opioids, including OxyContin®, Embeda®, Opana® ER, Duragesic®, Avinza®, Kadian®, Remoxy® & Exalgo®.

Many patients with neuropathic pain have suboptimal relief with monotherapy and treatment is frequently multimodal, involving use of two or more drugs from different pharmacologic classes. Our topical local anaesthetic mepivacaine and oral d-methadone are anticipated to be used for the treatment of painful peripheral neuropathies. According to Decision Resources, the market for neuropathic pain drugs is expected to grow to $9.7B by 2018 in the U.S. According to GlobalData, the U.S. neuropathic pain market consists of approximately 4.7M patients and is expected to grow to more than 6.1M patients in 2018. d-Methadone is anticipated to compete with the current available therapies for neuropathic pain, including Cymbalta® which had $5.1B in worldwide 2013 sales, according to Eli Lilly 2013 annual report Lyrica® which had $4.6B in worldwide 2013 sales, according to Pfizer 2013 annual report and Lidoderm® which had $948M in U.S. 2012 sales, according to Endo Pharmaceuticals 2012 annual report.

Our orphan designated topical MepiGel is anticipated to compete with topical Lidoderm® patch with $948M in U.S. 2012 sales (according to Endo Pharmaceuticals 2012 annual report) and may also be used in combination with oral therapies for neuropathic pain. Lidoderm® patch is the only topical local anaesthetic approved for the treatment of neuropathic pain. Lidoderm® provides only modest pain relief in patients with postherpetic neuralgia. According to the March 2010 issue of UK National Institute of Health and Clinical Excellence (NICE) clinical guideline on neuropathic pain, there is a "lack of evidence for the efficacy of topical lidocaine for treating neuropathic pain" and topical lidocaine should be considered as "third line" treatment for neuropathic pain.

Product Development

We believe that we have executed our lower clinical risk strategy by developing a portfolio of improved versions of proven drug candidates for treating unmet medical need in various types of pain conditions. Relmada has successfully completed a 15-subject, 5-way crossover bioavailability study of its abuse resistant once-a-day dosage forms of the multimodal strong opioid analgesic, LevoCap ER under a U.S. FDA IND (Investigational New Drug) application. The study evaluated 4 promising GMP formulations of LevoCap ER against immediate . . .


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