JEFFREY S. RUGG, ESQ., Bar # 10978 jrugg@bhfs.com MAXIMILIEN D. FETAZ, ESQ., Bar # 12737 mfetaz@bhfs.com Brownstein Hyatt Farber Schreck, LLP 100 North City Parkway, Suite 1600 Las Vegas, Nevada 89106 Telephone: 702.382.

STATES DISTRICT COURT

its second amended complaint against Defendants Laidlaw & Company (UK) Ltd. ("Laidlaw"), Matthew D. Eitner, and

James P. Ahern (collectively, "Defendants"), Plaintiff Relmada Therapeutics, Inc. ("Relmada") alleges

action is brought to recover damages arising from Relmada's more than $75 million loss in value due to Defendants'

pattern of corrupt and wrongful conduct, including the publication of fraudulent statements and manipulation of Relmada's

stock price, in their effort to take over Relmada and thereafter use it as a vehicle from which to generate investment banking

and advisory fees. Relmada is a clinical stage, publicly traded specialty pharmaceutical company. Laidlaw is a mid-level investment

bank and advisory firm of which defendants Mr. Eitner and Mr. Ahern are principals. Laidlaw earned substantial fees in connection

with services it provided to Relmada between 2011 and 2014. By mid-2015, Defendants' efforts to earn more fees in connection

with Relmada transactions, whether or not those transactions were in Relmada's interest, were stymied. Relmada's Chairman

of the Board, previously appointed by Laidlaw, had disassociated himself from Laidlaw, and both the Chairman's and Relmada's

Chief Executive Officer's ethics and business acumen posed roadblocks to Defendants' self-serving goals. Then, in

mid-October 2015, Laidlaw's representative on Relmada's Board resigned after NASDAQ revealed that Laidlaw's

board representative had concealed insurance fraud, malpractice and civil racketeering claims brought against him.

lost their representative on Relmada's board, Defendants pursued a scheme to reassert themselves and take control of Relmada

for their own enrichment. In late October 2015, Defendants issued a Schedule 13D that falsely stated that Relmada not only had

been "unsuccessful in attracting institutional capital," but that Relmada had "declined" an "investor's

request for due diligence access." As set forth below, these statements (and others) in the Schedule 13D were knowingly

and/or recklessly false when Defendants made them. The Schedule 13D also announced Defendants' plans to replace Relmada's

Board of Directors with Defendants' own nominees. Through the Schedule 13D, Defendants intended to convey to Relmada's

shareholders and to the market in general that Relmada's Board of Directors and senior management were mismanaging Relmada,

lacked business integrity and did not practice fair dealing.

next step in Defendants' scheme was to file a proxy statement with the Securities and Exchange Commission ("SEC")

in December 2015. In the proxy statement, Defendants sought to nominate their own slate of directors to occupy five out of the

six seats on Relmada's Board, ostensibly to address the bogus assertions of mismanagement, lack of business integrity and

fair dealing previously made in their Schedule 13D, but in reality to re-open the fee spigot. Defendants, however, failed to comply

with the clear requirements for nominating directors under Relmada's bylaws and Nevada law, and their takeover effort failed

when this Court enjoined Defendants from disseminating what the Court found to be "false and misleading proxy materials"

and prevented Defendants' improperly nominated slate of directors from running for the Board.

Relmada successfully prevented Defendants' improper takeover attempt, the damage created by Defendants' misconduct

has been severe. Defendants' false October 2015 and December 2015 filings and attendant confusion in the marketplace caused

Relmada's share price to fall 43% initially, and further since then. The drop in stock price adversely affected Relmada's

application for listing on the NASDAQ stock exchange, which, in turn, has harmed Relmada's ability prospectively to raise

capital. Because of the foregoing, Relmada has been prevented from fully executing its business plan. Prior to Defendants'

full implementation of its pattern of wrongful conduct to take control of Relmada, Relmada projected that by the second half of

2016, it would be a NASDAQ listed company with at least one drug in the Phase III approval process and two drugs in Phase II,

with an estimated market value based on comparable companies of approximately $100 million. Instead, today, Relmada has no drugs

in clinical testing, has lost 40% (forty percent) of its workforce, and has a value of less than $25 million. Defendants'

scheme caused all of the foregoing.

scheme continues today. In retaliation for having lost their gambit to take control of Relmada, Defendants are thwarting Relmada's

efforts to rehabilitate its stock price by systematically and strategically selling off shares (obtained at nominal cost) into

an illiquid market at ever lower prices, notably including sales timed to coincide with what should be viewed as announcements

of positive developments in Relmada's core business. Incredibly, the Defendants are front running their own investors, which

they had brought to invest in Relmada during the 2012 to 2014 period. Defendants cannot be permitted to continue this manipulation

of the market and effort to further harm Relmada.

claims asserted herein arise under and pursuant to (i) Section 14(a) of the Securities Exchange Act of 1934 ("Exchange Act"),

15 U.S.C. 78n(a), and Rule 14a-9 promulgated thereunder by the SEC, 17 C.F.R. 240.14a-9; (ii) Section 10(b) of the

Exchange Act, 15 U.S.C. 78j and Rule 10b-5 promulgated thereunder by the SEC, 17 C.F.R. 240.10b-5; (iii) 18 U.S.C.

1962(c); and (iv) 18 U.S.C. 1962(d).

Court has subject matter jurisdiction over this case pursuant to 28 U.S.C. 1331, Section 27 of the Exchange Act, 15 U.S.C.

78aa, 18 U.S.C. 1964(c) and 18 U.S.C. 1965.

Court has personal jurisdiction over Defendants because they have engaged in transactions and occurrences within the State of

Nevada, including disseminating materially false and misleading information regarding a Nevada corporation.

is proper in the United States District Court for the District of Nevada under Section 27 of the Exchange Act, 18 U.S.C.

1965 and 28 U.S.C. 1391(b). Many of the acts charged herein, including the dissemination of materially false and misleading

information, occurred in substantial part in this District.

Relmada Therapeutics, Inc. is a Nevada corporation with its primary place of business in New York, New York.

Laidlaw & Company (UK) Ltd. is a foreign corporation with its primary place of business in New York, New York.

information and belief, Defendant Matthew D. Eitner is an individual and citizen of New Jersey.

information and belief, Defendant James P. Ahern is an individual and citizen of New York.

is a clinical stage, publicly traded specialty pharmaceutical company focused on developing novel versions of proven drug products

and new chemical entities that potentially address areas of high unmet medical need in the treatment of pain and central nervous

Laidlaw and its two principals, Matthew D. Eitner and James P. Ahern, have a historic relationship with Relmada that dates to

Laidlaw's service as Relmada's investment banking firm and advisors since 2011.

or about December 6, 2011, Relmada engaged Laidlaw for financial advisory services and as Relmada's placement agent.

exchange for Laidlaw's services in 2011-12, Relmada paid Laidlaw (i) a $25,000 activation fee; (ii) financing fees in connection

with a placement in the amount of ten percent (10%) of the gross proceeds delivered on closing and two percent (2%) of non-accountable

expenses; and (iii) on each closing, "a warrant . . . exercisable for shares representing [ten percent (10%)] of the common

shares issued and issuable as a result of the Offering at an exercise price equal to the lowest price per share of the warrants

issued/issuable to Investors in the Offering."

13. The May 2014 engagement agreement contained a 24 month tail period, stating:

the Client shall, within a period of 24 months of the Termination Date, consummate a financing transaction with any investor introduced

to the Client during the Term or enter into a definitive agreement during such 24 month period to consummate a financing transaction

with any such investor introduced to the Client by Laidlaw prior to or during the Term, which transaction is consummated within

twenty-seven (27) months following the Termination Date, the Client shall pay Laidlaw the same compensation and expenses . . .

as would have been due had such financing occurred during the Term of this Agreement (the "Tail Period").

Tail Period further applied "[i]f during the period 24 months following the Termination Date, the Client shall initiate

or consummate any eligible transaction under Section 1b) or 1c) . . . with any company or party introduced by Laidlaw during the

Term of this Agreement, Client shall be obligated to pay the full amount of the Advisory Transaction Fee."

a successful Series A financing, in February 2014 Relmada engaged Laidlaw as Relmada's financial adviser for a stock offering

completed in May 2014. Subsequently in May 2014, after Relmada became a publicly traded company, it again engaged Laidlaw as financial

adviser for an additional stock offering completed in June 2014.

exchange for these services by Laidlaw, Relmada paid Laidlaw (i) $25,000 per month; (ii) ten percent (10%) of the aggregate consideration

underlying the transaction by which Relmada went public; and (iii) warrants "equal to [ten percent (10%)] of the Securities

sold in the Offering, including any Common Shares issued or issuable." In addition, several Laidlaw principals, including

Mr. Eitner and Mr. Ahern, received approximately one million warrants as part of distribution from another advisory firm in which

they were limited partners as a result of an advisory engagement with Relmada, which encompassed, among other items, getting the

company ready to become publicly traded.

total, Relmada paid Laidlaw over $4.2 million in fees for proceeds resulting from transactions that occurred between 2012 and

June 2014. In addition, because of Relmada's issuance of the warrants to Laidlaw for these three engagements, Laidlaw was

able to acquire the vast majority of the shares it beneficially owns in Relmada and only expended minimal additional capital to

acquire those shares. In the aggregate, Defendants beneficially own (or owned before sales) 1,136,605 shares of the Relmada's

common stock, the vast majority of which they received for the aforementioned services. Upon information and belief, some of these

shares were provided to Laidlaw affiliates and individuals with personal connections to Defendants.

2012, during Laidlaw's initial engagement with Relmada, Laidlaw nominated Sandesh Seth, Laidlaw's then Head of Healthcare

Investment Banking, to Relmada's Board of Directors. Relmada appointed Mr. Seth to its Board of Directors thereafter.

January 2014, Mr. Seth became the Lead Director of the Board and, on July 14, 2015, the Board appointed Mr. Seth as Chairman of

the Board, a position he currently holds.